LOAN
AND SECURITY AGREEMENT

     

    among

     

    WESTPOINT
HOME, INC.

     

    as
the Borrower,

     

    the
Lenders from time to time party thereto,

     

    and

     

    BANK
OF AMERICA, N.A.,

     

    as
the Administrative Agent

     

    Dated
as of June 16, 2006

     

    BANC
OF AMERICA SECURITIES LLC,

     

    as
the Sole Lead Arranger and Book Manager

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 	 
      	 	

                                Page

                              
	
                                ARTICLE
      I DEFINITIONS

                              	 	
                                6

                              
	
                                SECTION
      1.1

                              	
                                General
      Definitions

                              	 	
                                6

                              
	
                                SECTION
      1.2

                              	
                                Accounting
      Terms and Determinations

                              	 	
                                34

                              
	
                                SECTION
      1.3

                              	
                                Other
      Terms; Headings

                              	 	
                                35

                              
	
                                ARTICLE
      II THE CREDIT FACILITIES

                              	 	
                                35

                              
	
                                SECTION
      2.1

                              	
                                The
      Revolving Credit Loans

                              	 	
                                35

                              
	
                                SECTION
      2.2

                              	
                                LC
      Facility

                              	 	
                                37

                              
	
                                SECTION
      2.3

                              	
                                Procedure
      for Borrowing; Notices of Borrowing; Notices of Continuation; Notices of
      Conversion; Settlement

                              	 	
                                40

                              
	
                                SECTION
      2.4

                              	
                                Use
      of Proceeds

                              	 	
                                44

                              
	
                                SECTION
      2.5

                              	
                                Maximum
      Amount of the Facility; Mandatory Prepayments; Optional
      Prepayments

                              	 	
                                45

                              
	
                                SECTION
      2.6

                              	
                                Maintenance
      of Loan Account; Statements of Account

                              	 	
                                46

                              
	
                                SECTION
      2.7

                              	
                                Maintenance
      of Dominion Account and Concentration Account; Collection of
      Receivables

                              	 	
                                46

                              
	
                                SECTION
      2.8

                              	
                                Term

                              	 	
                                48

                              
	
                                SECTION
      2.9

                              	
                                Payment
      Procedures

                              	 	
                                49

                              
	
                                SECTION
      2.10

                              	
                                Defaulting
      Lenders

                              	 	
                                51

                              
	
                                SECTION
      2.11

                              	
                                Notices

                              	 	
                                51

                              
	
                                ARTICLE
      III SECURITY

                              	 	
                                52

                              
	
                                SECTION
      3.1

                              	
                                General

                              	 	
                                52

                              
	
                                SECTION
      3.2

                              	
                                Recourse
      to Security

                              	 	
                                52

                              
	
                                SECTION
      3.3

                              	
                                Special
      Provisions Relating to Inventory

                              	 	
                                52

                              
	
                                SECTION
      3.4

                              	
                                Special
      Provisions Relating to Receivables

                              	 	
                                53

                              
	
                                SECTION
      3.5

                              	
                                Continuation
      of Liens, Etc

                              	 	
                                54

                              
	
                                SECTION
      3.6

                              	
                                Power
      of Attorney

                              	 	
                                54

                              
	
                                SECTION
      3.7

                              	
                                Release
      of Collateral

                              	 	
                                55

                              
	
                                ARTICLE
      IV INTEREST, FEES AND EXPENSES

                              	 	
                                55

                              
	
                                SECTION
      4.1

                              	
                                Interest

                              	 	
                                55

                              
	
                                SECTION
      4.2

                              	
                                Interest
      After Event of Default

                              	 	
                                55

                              
	
                                SECTION
      4.3

                              	
                                The
      Administrative Agent's and Closing Fees

                              	 	
                                55

                              
	
                                SECTION
      4.4

                              	
                                Unused
      Line Fee and LC Facility Fees

                              	 	
                                55

                              
	
                                SECTION
      4.5

                              	
                                Calculations

                              	 	
                                56

                              
	
                                SECTION
      4.6

                              	
                                Indemnification
      in Certain Events

                              	 	
                                56

                              
	
                                SECTION
      4.7

                              	
                                Taxes

                              	 	
                                57

                              
	
                                ARTICLE
      V CONDITIONS OF LENDING

                              	 	
                                59

                              
	
                                SECTION
      5.1

                              	
                                Conditions
      to Credit Extensions

                              	 	
                                59

                              
	
                                SECTION
      5.2

                              	
                                Conditions
      Precedent to Each Loan

                              	 	
                                61

                              
	
                                SECTION
      5.3

                              	
                                Limited
      Waiver of Conditions Precedent

                              	 	
                                62

                              
	
                                ARTICLE
      VI REPRESENTATIONS AND WARRANTIES

                              	 	
                                62

                              
	
                                SECTION
      6.1

                              	
                                Representations
      and Warranties of the Borrower

                              	 	
                                62

                              
	
                                ARTICLE
      VII COVENANTS OF THE BORROWER

                              	 	
                                67

                              
	
                                SECTION
      7.1

                              	
                                Affirmative
      Covenants

                              	 	
                                67

                              


                      

                    

                  

                

              

            

          

        

      

    
 

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    
 

    
      
        
          
            
              	
                      SECTION
      7.2

                    	
                      Negative
      Covenants

                    	 	
                      71

                    
	
                      ARTICLE
      VIII EVENTS OF DEFAULT

                    	 	
                      73

                    
	
                      SECTION
      8.1

                    	
                      Events
      of Default

                    	 	
                      73

                    
	
                      SECTION
      8.2

                    	
                      Acceleration,
      Termination and Demand Rights

                    	 	
                      74

                    
	
                      SECTION
      8.3

                    	
                      Other
      Remedies

                    	 	
                      74

                    
	
                      SECTION
      8.4

                    	
                      License
      for Use of Software and Other Intellectual Property

                    	 	
                      75

                    
	
                      SECTION
      8.5

                    	
                      No
      Marshalling; Deficiencies; Remedies Cumulative

                    	 	
                      76

                    
	
                      SECTION
      8.6

                    	
                      Waivers

                    	 	
                      76

                    
	
                      SECTION
      8.7

                    	
                      Further
      Rights of the Administrative Agent

                    	 	
                      76

                    
	
                      ARTICLE
      IX THE AGENT

                    	 	
                      78

                    
	
                      SECTION
      9.1

                    	
                      Appointment,
      Authority and Duties of the Administrative Agent.

                    	 	
                      78

                    
	
                      SECTION
      9.2

                    	
                      Agreements
      Regarding Collateral and Examination Reports.

                    	 	
                      79

                    
	
                      SECTION
      9.3

                    	
                      Reliance
      By The Administrative Agent

                    	 	
                      80

                    
	
                      SECTION
      9.4

                    	
                      Action
      Upon Default

                    	 	
                      80

                    
	
                      SECTION
      9.5

                    	
                      Ratable
      Sharing

                    	 	
                      81

                    
	
                      SECTION
      9.6

                    	
                      Indemnification
      of the Agent Indemnitees.

                    	 	
                      81

                    
	
                      SECTION
      9.7

                    	
                      Limitation
      on Responsibilities of the Administrative Agent

                    	 	
                      82

                    
	
                      SECTION
      9.8

                    	
                      Successor
      Administrative Agent and Co-Agents.

                    	 	
                      83

                    
	
                      SECTION
      9.9

                    	
                      Consents,
      Amendments and Waivers.

                    	 	
                      84

                    
	
                      SECTION
      9.10

                    	
                      Due
      Diligence and Non-Reliance

                    	 	
                      86

                    
	
                      SECTION
      9.11

                    	
                      Representations
      and Warranties of Lenders.

                    	 	
                      86

                    
	
                      SECTION
      9.12

                    	
                      The
      Required Lenders

                    	 	
                      86

                    
	
                      SECTION
      9.13

                    	
                      Several
      Obligations

                    	 	
                      87

                    
	
                      SECTION
      9.14

                    	
                      Administrative
      Agent in its Individual Capacity

                    	 	
                      87

                    
	
                      SECTION
      9.15

                    	
                      No
      Third Party Beneficiaries

                    	 	
                      87

                    
	
                      SECTION
      9.16

                    	
                      Notice
      of Transfer

                    	 	
                      87

                    
	
                      SECTION
      9.17

                    	
                      Replacement
      of Certain Lenders

                    	 	
                      88

                    
	
                      SECTION
      9.18

                    	
                      Remittance
      of Payments and Collections.

                    	 	
                      88

                    
	
                      ARTICLE
      X GENERAL PROVISIONS

                    	 	
                      89

                    
	
                      SECTION
      10.1

                    	
                      Notices
      and Communications.

                    	 	
                      89

                    
	
                      SECTION
      10.2

                    	
                      Delays;
      Partial Exercise of Remedies

                    	 	
                      90

                    
	
                      SECTION
      10.3

                    	
                      Right
      of Setoff

                    	 	
                      90

                    
	
                      SECTION
      10.4

                    	
                      Indemnification;
      Reimbursement of Expenses of Collection

                    	 	
                      91

                    
	
                      SECTION
      10.5

                    	
                      Nonliability
      of the Administrative Agent and Lenders

                    	 	
                      92

                    
	
                      SECTION
      10.6

                    	
                      Counterparts;
      Telecopied Signatures

                    	 	
                      92

                    
	
                      SECTION
      10.7

                    	
                      Severability

                    	 	
                      92

                    
	
                      SECTION
      10.8

                    	
                      Maximum
      Rate

                    	 	
                      93

                    
	
                      SECTION
      10.9

                    	
                      Entire
      Agreement; Interpretation

                    	 	
                      93

                    
	
                      SECTION
      10.10

                    	
                      LIMITATION
      OF LIABILITY

                    	 	
                      94

                    
	
                      SECTION
      10.11

                    	
                      GOVERNING
      LAW

                    	 	
                      94

                    
	
                      SECTION
      10.12

                    	
                      SUBMISSION
      TO JURISDICTION

                    	 	
                      94

                    
	
                      SECTION
      10.13

                    	
                      JURY
      TRIAL

                    	 	
                      95

                    


            

          

        

      

    
 

    
      
         


      

      
        - iii
-

        
          

        

      

      
         


      

    
 

    
      
        
          
            
              	
                      SECTION
      10.14

                    	
                      Confidentiality

                    	 	
                      95

                    
	
                      ARTICLE
      XI BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS

                    	 	
                      96

                    
	
                      SECTION
      11.1

                    	
                      Successors
      and Assigns

                    	 	
                      96

                    
	
                      SECTION
      11.2

                    	
                      Participations.

                    	 	
                      96

                    
	
                      SECTION
      11.3

                    	
                      Assignments.

                    	 	
                      98

                    


            

          

        

      

    
 

    
      
         


      

      
        - iv
-

        
          

        

      

      
         


      

    
 

    Schedules

    


    
      
        
          
            	
                    Schedule
      1

                  	
                    -
      Commitments of Lenders

                  
	
                    Schedule
      2

                  	
                    -
      Pledged Deposit Accounts

                  
	
                    Schedule
      3

                  	
                    -
      Patents and Trademarks

                  
	
                    Schedule
      6.1(a)

                  	
                    -
      Foreign Jurisdictions

                  
	
                    Schedule
      6.1(b)

                  	
                    -
      Locations of Collateral

                  
	
                    Schedule
      6.1(g)

                  	
                    -
      Subsidiaries

                  
	
                    Schedule
      6.1(k)

                  	
                    -
      Joint Ventures

                  
	
                    Schedule
      6.1(l)

                  	
                    -
      Other Corporate Names of the Borrower

                  
	
                    Schedule
      6.1(p)

                  	
                    -
      Taxes

                  
	
                    Schedule
      6.1(q)

                  	
                    -
      Pending Litigation

                  
	
                    Schedule
      6.1(r)

                  	
                    -
      Existing Indebtedness

                  
	
                    Schedule
      6.1(t)

                  	
                    -
      Existing Liens

                  


          

        

      

    

     

    Exhibits

     

    
      
        
          
            	
                    Exhibit
      A

                  	
                    -

                  	
                    Revolving
      Credit Note

                  
	
                    Exhibit
      B

                  	
                    -

                  	
                    Equipment
      Excluded from Collateral

                  
	
                    Exhibit
      C

                  	
                    -

                  	
                    Form
      of Assignment and Acceptance

                  
	
                    Exhibit
      D

                  	
                    -

                  	
                    Form
      of Notice of Assignment and Acceptance

                  
	
                    Exhibit
      E

                  	
                    -

                  	
                    Compliance
      Certificate

                  
	
                    Exhibit
      F

                  	
                    -

                  	
                    Form
      of Notice of Borrowing

                  
	
                    Exhibit
      G

                  	
                    -

                  	
                    Form
      of Notice of Conversion/Continuation

                  
	
                    Exhibit
      H

                  	-	

                    [Intentionally
      Omitted]

                  
	
                    Exhibit
      I

                  	
                    -

                  	
                    Borrowing
      Base Certificate

                  
	
                    Exhibit
      J

                  	
                    -

                  	
                    [Intentionally
      Omitted]

                  
	
                    Exhibit
      K

                  	
                    -

                  	
                    Form
      of Confidentiality Agreement

                  
	
                    Exhibit
      L

                  	
                    -

                  	
                    Form
      of Imported Inventory Agreement

                  
	
                    Exhibit
      M 

                  	-	

                    Existing
      Letters of
Credit

                  


          

        

      
   

      
        
           


        

        
          - v
-

          
            

          

        

        
           


        

      
 

    LOAN AND SECURITY
AGREEMENT

     

    LOAN AND
SECURITY AGREEMENT, dated as of June 16, 2006 among WESTPOINT HOME, INC., a
Delaware corporation (the "Borrower"), each of the financial institutions
identified as a Lender on Schedule 1 (together
with each of their respective successors and permitted assigns, each, a
"Lender," and collectively, the "Lenders"), and BANK OF AMERICA, N.A., a
national banking association, in its capacity as a Lender, as the collateral and
as the Administrative Agent for the Lenders (together with its successors in
such capacity, the "Administrative Agent"), and as the Issuing
Bank.

     

    WITNESSETH:

     

    WHEREAS,
upon the terms and subject to the conditions set forth herein, the Lenders are
willing to make revolving loans to the Borrower in an aggregate amount not to
exceed $250,000,000, at any one time outstanding, and to issue letters of credit
at Borrower's request;

     

    NOW,
THEREFORE, the Borrower, the Lenders and the Administrative Agent hereby agree
as follows:

     

    ARTICLE
I

    DEFINITIONS

     

    SECTION
1.1 General
Definitions. As used
herein, the following terms shall have the meanings herein specified (to be
equally applicable to both the singular and plural forms of the terms
defined):

     

    "Account
Debtor" means a Person who is or becomes obligated under or on account of a
Receivable, chattel paper or general intangible.

     

    "Accounts
Related Collateral" means and includes (i)  all rights to payment for goods
sold or leased or for services rendered, whether such rights to payment
constitute under Applicable Law accounts, general intangibles, contract rights,
documents, chattel paper, instruments or any other classification of property;
(ii) all supporting obligations; (iii) all intercompany loans made by the
Borrower to any Subsidiary of the Borrower (the “Intercompany Loan Collateral”);
(iv)  all letter-of-credit rights relating to any such right to payment
described in clause (i); (v)  all contracts from which any such right
to payment has arisen;  (vi)  all deposit accounts maintained at
BofA and all other Pledged Deposit Accounts; (vii)  all cash and non-cash
proceeds (including insurance proceeds) of any of the foregoing; and (viii)
 all books and records relating to any of the foregoing, including all
invoices, purchase orders, delivery receipts, waybills and payment records,
whether or not in written or electronic format or in any other
medium.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    "Adjusted
LIBOR" means for any Interest Period, with respect to LIBOR Rate Advances, the
per annum rate of interest (rounded upward, if necessary, to the nearest 1/8th
of 1%) appearing on Telerate Page 3750, or if such page is unavailable, the
Reuters Screen LIBO Page (or any successor page of either, as applicable), as
the London interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period; provided, however, if the
Reuters Screen LIBO Page is used and more than one rate is shown on such page,
the applicable rate shall be the arithmetic mean thereof.  If for any
reason none of the foregoing rates is available, the Offshore Base Rate shall be
the rate per annum determined by the Administrative Agent as the rate of
interest at which Dollar deposits in the approximate amount of the applicable
LIBOR Rate Advance would be offered to major banks in the offshore Dollar market
at or about 11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period for a term comparable to such Interest
Period.  If the Board of Governors shall impose a Reserve Percentage
with respect to LIBOR deposits, then Adjusted LIBOR shall equal the amount
determined above, divided by 1 minus the Reserve Percentage.

     

    "Administrative
Agent" has the meaning specified in the introductory paragraph.

     

    "Advance"
means a Base Rate Advance or a LIBOR Rate Advance.

     

    "Affiliate"
means, as to any Person, any other Person who directly or indirectly controls,
is under common control with, is controlled by or is a director, officer,
manager or general partner of such Person. As used in this definition, "control"
(including its correlative meanings, "controlled by" and "under common control
with") means possession, directly or indirectly, of the power to direct or cause
the direction of management or policies (whether through ownership of voting
securities or partnership or other ownership interests, by contract or
otherwise), provided that any public company that does not conduct business in
any material respect in or with the home fashion textile industry shall not be
an Affiliate hereunder except for purposes of Section 6.1(j).  Notwithstanding
the foregoing, (i) unless the Borrower owns more than 25% of the equity
interests of such Person, such Person shall not be deemed to be an Affiliate of
the Borrower for purposes of the definitions of "Eligible Receivables" and
"Eligible Vendor" and (ii) no Person controlled by Carl C. Icahn other than
American Real Estate Partners, L.P. ("AREP") shall be deemed an Affiliate for
such purposes of this Agreement.

     

    "Agent
Indemnitees" means the Administrative Agent and BAS and all of their respective
present and future officers, directors, employees, agents and
attorneys.

     

    "Agent
Professionals" means attorneys, accountants, appraisers, business valuation
experts, environmental engineers or consultants, turnaround consultants and
other professionals or experts retained by the Administrative Agent or
BAS.

     

    "Agreement"
means this Loan and Security Agreement, as amended, supplemented or otherwise
modified from time to time.

     

    "Appeal"
means the appeal filed by Contrarian Funds, LLC, et al. with the Southern
District of New York of the United States District Court (case no. 05 Civ. 06860
(lTS)) in respect of the Sale Order together with any other appeal, petition for
certiorari, motion for reconsideration, motion for rehearing or other challenge
relating to or in respect of the Sale Order, and shall include any subsequent
proceedings with respect to the Sale Order on remand.

     

    "Applicable
Law" means all laws, rules and regulations applicable to the Person, conduct,
transaction, covenant, Loan Document or Material Contract in question, including
(i) all applicable common law and equitable principles; (ii) all
provisions of all applicable state, federal and foreign constitutions, statutes,
rules, regulations and final, non-appealable orders of Governmental Authorities;
and (iii) all orders, judgments and decrees of all courts and
arbitrators, in each case which are final and non-appealable.


    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    

     

    "Applicable
LIBOR Margin" means, as of any date of determination, the applicable margin for
LIBOR set forth in Section 4.1.

     

    "Applicable
Margin" means a percentage equal to 0.00% with respect to Revolving Credit Loans
that are Base Rate Advances, 1.50% with respect to Revolving Credit Loans that
are LIBOR Rate Advances, and 0.250% with respect to the Unused Line Fee; provided that the Applicable
Margin shall be increased or (if no Default or Event of Default exists)
decreased, on a quarterly basis commencing on October 1, 2006, according to the
performance of the Borrower as measured by the Average Excess Availability for
the immediately preceding fiscal quarter of the Borrower, as
follows:

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Average Excess

                                Availability

                              	 
      	
                                Applicable Margin

                                for Base Rate

                                Advances

                              	 
      	
                                Applicable Margin for

                                LIBOR Rate Advances

                              	 
      	
                                Unused Line Fee

                              
	
                                ≤ 30%
      of the aggregate Commitments as of time of determination

                              	 
      	
                                50.0
      bps

                              	 
      	
                                200.0
      bps

                              	 
      	
                                25.0
      bps

                              
	
                                >
      30% ≤ 50%
      of such Commitments

                              	 
      	
                                25.0
      bps

                              	 
      	
                                175.0
      bps

                              	 
      	
                                25.0
      bps

                              
	
                                >
      50%, ≤ 70%
      of such Commitments

                              	 
      	
                                0.0
      bps

                              	 
      	
                                150.0
      bps

                              	 
      	
                                27.5
      bps

                              
	
                                >
      70% of such 

                                Commitments

                              	
                                  

                              	
                                -25.0
      bps

                              	
                                  

                              	
                                125.0
      bps

                              	
                                  

                              	
                                27.5
      bps

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    and
provided further that, if on any date of determination the sum of
(i) Average Excess Availability plus (ii) Borrower's cash that is
available for the Borrower's general use and Cash Equivalents on hand in the
United States exceeds
$300,000,000, the Applicable Margin for LIBOR Rate Advances shall be 100.0
bps.

     

    "Assignment
and Acceptance" means an assignment and acceptance entered into by a Lender and
its assignee, and accepted by the Administrative Agent, and substantially in the
form of Exhibit C.

     

    "Auditors"
means Grant Thornton LLP or another nationally recognized firm of independent
public accountants selected by the Borrower and reasonably satisfactory to the
Administrative Agent.

     

    "Availability
Block" means, on any date of determination, an amount equal to the greater of
(a) $10,000,000 or (b) the amount that is equal to 10% of the Aggregate
Commitments on such date.


    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    

     

    "Availability
Reserve" means, on any date of determination, the sum of the following (without
duplication): (i)  the aggregate amount equal to three months rent and
other charges on each of the Borrower's leased locations at which Collateral is
located for which the Administrative has not received a duly executed Collateral
Access Agreement (a "Rent Reserve"), (ii)  the Bank Products Reserve, (iii)
 the Royalty Reserve, (iv)  the aggregate amount of liabilities
secured by Liens upon Accounts Related Collateral or Inventory Related
Collateral that are senior to the Administrative Agent's Liens if such Liens are
not Permitted Liens (provided that the imposition of a reserve hereunder on
account of such Liens shall not be deemed a waiver of the Event of Default that
arises from the existence of such Liens) or are Permitted Liens for property
taxes, (v)  accrued and unpaid sales taxes on inventory sold, (vi)  
any other Tax Liens if superior to the Administrative Agent's Liens, (vii)
 the Freight and Duty Reserve, including the aggregate amount of Custom
Broker Fees then due and payable by the Borrower (except to the extent that the
Administrative Agent has received a duly executed Imported Inventory Agreement
from the Person to which such Custom Broker Fees are payable agreeing that any
Lien of such Person is subordinate to the Administrative Agent's Lien
hereunder), and (viii)  during such time, as the Excess Availability is
less than 5% of the Aggregate Commitments, any other reserves (the "Other
Reserves") that the Administrative Agent has determined, in its reasonable
credit judgment and upon notice to the Borrower, are appropriate with respect to
the value of the Collateral or the enforceability or priority of the
Administrative Agent's Lien thereon; provided, however, that
(a) in no event shall the establishment of any Other Reserves
(1) require, by virtue of such establishment, the repayment of any
Borrowings outstanding prior to such establishment or (2) result in the
Other Reserves being greater than the Excess Availability (as then calculated);
or (b) the calculation of Excess Availability to determine whether or not
there are any Other Reserves to be deducted pursuant to this
clause (ix)  shall be made without taking into account any
previously established Other Reserves.

     

    "Average
Excess Availability" means, for any period, an amount equal to the sum of the
amount of Excess Availability on each day during such period, as determined by
the Administrative Agent, divided by the number of days in such
period.

     

    "Bank
Products" means any one or more of the following types of services or facilities
extended to the Borrower by BofA, any Affiliate of BofA, any Lender or any
Affiliate of a Lender: (i) credit cards; (ii) Cash Management
Transactions; and (iii) Hedging Agreements.

     

    "Bank
Product Obligations" means obligations of the Borrower in respect of Bank
Products.

     

    "Bank
Products Reserve" means, on any date, a reserve established by the
Administrative Agent with the consent of the Borrower (which consent the
Borrower may withhold in its sole discretion) from time to time with respect to
Bank Product Obligations of the Borrower.

     

    "Bankruptcy
Code" means Title 11 of the United States Code entitled
"Bankruptcy."

     

    "BAS"
means Banc of America Securities LLC, a Delaware limited liability company, and
its successors and assigns.


    
      
         


      

      
        - 9
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    "Base
Rate" means the rate of interest announced by BofA from time to time as its
prime rate.  Such rate is a reference rate only and BofA may make
loans or other extensions of credit at, above or below it.  Any change
in the prime rate announced by BofA shall take effect at the opening of business
on the effective date specified in the public announcement of the
change.

     

    "Base
Rate Advance" means an Advance that bears interest at the Base
Rate.

     

    "Beneficial
Owner" has the meaning specified in the definition of "Change of
Control".

     

    "Blocked
Person" has the meaning specified in Section 6.1(s).

     

    "Board of
Governors" means the Board of Governors of the Federal Reserve
System.

     

    "BofA"
means Bank of America, N.A., a national banking association, and its successors
and assigns.

     

    "Borrower"
has the meaning specified in the introductory paragraph.

     

    "Borrower's
Account" means the account maintained by the Borrower at BofA in Dallas, Texas
or such other account as the Borrower may from time to time designate in writing
to the Administrative Agent.

     

    "Borrowing"
has the meaning specified in Section 2.3(a).

     

    "Borrowing
Base" means on any date of determination thereof, an amount equal to (i) the sum
of (a) 85% of the Value of Eligible Receivables on such date plus (b) the
Inventory Advance Rate times the Value of Eligible Inventory on such date plus (c) the
Inventory Advance Rate times the Eligible Letter of Credit Purchase Orders on
such date minus
(ii) the Availability Reserve on such date minus (iii) the
Availability Block on such date minus the LC Reserve
on such date.

     

    "Borrowing
Base Certificate" has the meaning specified in Section 7.1(k)(iv).

     

    "Borrowing
Date" means the date on which a Borrowing is obtained.

     

    "Business
Day" means any day other than a Saturday, a Sunday or any other day on which
commercial banks in New York, New York are required or permitted by law to
close. When used in connection with any LIBOR Rate Advance, a Business Day shall
also exclude any day on which commercial banks are not open for dealings in
Dollar deposits in the London interbank market.

     

    "Business
Plan" means a business plan of the Borrower and its Subsidiaries, consisting of
consolidated and consolidating projected balance sheets, related cash flow
statements and related profit and loss statements which covers a one-year period
and which is prepared on a quarterly basis.

     

    "Capital
Expenditures" means expenditures for any fixed assets or improvements,
replacements, substitutions or additions thereto or therefor which have a useful
life of more than one year, and shall include all commitments, payments in
respect of Capitalized Lease Obligations and leasehold
improvements.


    
      
         


      

      
        - 10
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    "Capitalized
Lease Obligations" means any rental obligation which, under GAAP, is or will be
required to be capitalized on the books of the lessee, taken at the amount
thereof accounted for as Indebtedness (net of Interest Expense) in accordance
with GAAP.

     

    "Cash
Collateral" means cash, and any interest or other income earned thereon, that is
deposited with the Administrative Agent in accordance with this Agreement to
Cash Collateralize any LC Obligations or other Obligations.

     

    "Cash
Collateral Account" means a demand deposit, money market or other account
established by the Administrative Agent at BofA or such other financial
institution as the Administrative Agent may select in its discretion, which
account shall be in the Administrative Agent's name and subject to the
Administrative Agent's Liens.

     

    "Cash
Collateralize" means, with respect to LC Obligations arising from Letters of
Credit outstanding on any date or Obligations arising under Hedging Agreements
on such date, the deposit with the Administrative Agent of immediately available
funds into the Cash Collateral Account in an amount equal to 105% of the sum of
the aggregate undrawn amounts of such Letters of Credit and other LC
Obligations, all Obligations existing under such Hedging Agreements, and all
related fees and other amounts due or to become due in connection with such LC
Obligations and Hedging Agreements.

     

    "Cash
Dominion Notice" means a written notice from the Administrative Agent to a bank
at which a Dominion Account is maintained that a Cash Dominion Period is in
effect.

     

    "Cash
Dominion Period" means any period of time that (i) commences on the date of
occurrence of an Event of Default and ends on the date such Event of Default
ceases to exist or is waived in writing by the Administrative Agent (acting at
the direction of the Lenders or the Required Lenders, as applicable) or
(ii) commences on the date on which Excess Availability is less than 18% of
the Aggregate Commitments and ends on the date following the 20th day
consecutive day on which Excess Availability is equal to or exceeds 18% of the
Aggregate Commitments.

     

    "Cash
Dominion Termination Notice" means a written notice from the Administrative
Agent to a bank at which a Dominion Account is maintained that a Cash Dominion
Period as to which a Cash Dominion Notice was previously given is no longer in
effect.


    
      
         


      

      
        - 11
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    "Cash
Equivalents" means (i) securities issued, guaranteed or insured by the
United States or any of its agencies with maturities of not more than one year
from the date acquired; (ii) securities issued, guaranteed or insured by
any state of the United States or any public instrumentality thereof with
maturities of not more than one year from the date acquired and, at the time of
acquisition, having one of the three highest ratings obtainable from either
Standard & Poor's Ratings Services or Moody's Investors Service, Inc.;
(iii) time deposits, term deposits and certificates of deposit with
maturities of not more than one year from the date acquired, issued by
(A) the Administrative Agent or any Lender or any of their respective
Affiliates, (B) any U.S. federal or state chartered commercial bank of
recognized standing which has capital and unimpaired surplus in excess of
$500,000,000 or (C) any bank or its holding company that has a short-term
commercial paper rating of at least A-1 or the equivalent by Standard &
Poor's Ratings Services or at least P-1 or the equivalent by Moody's Investors
Service, Inc.; (iv) repurchase agreements and reverse repurchase agreements
with terms of not more than thirty days from the date acquired, for securities
of the type described in clause (i) or (ii) above and entered into only
with commercial banks having the qualifications described in clause (iii)
above or such other financial institutions with a short-term commercial paper
rating of at least A-1 or the equivalent by Standard & Poor's Ratings
Services or at least P-1 or the equivalent by Moody's Investors Service, Inc.;
(v) commercial paper issued by any Person incorporated under the laws of the
United States or any state thereof and rated at least A-1 or the equivalent
thereof by Standard & Poor's Ratings Services or at least P-1 or the
equivalent thereof by Moody's Investors Service, Inc., in each case with
maturities of not more than one year from the date acquired; and
(vi) investments in money market funds registered under the Investment
Company Act of 1940, which have net assets of at least $500,000,000 and at least
eighty-five percent (85%) of whose assets consist of securities and other
obligations of the type described in clauses (i) through (v) above.

     

    "Cash
Management Transactions" means any cash management, disbursement or related
services, including overdrafts and the automatic clearing house transfer of
funds provided by BofA or any Lender or by any Affiliate of BofA or of any
Lender for the account of the Borrower.

     

    "Change
of Control" with respect to the Borrower means the consummation of any
transaction (including any merger or consolidation), the result of which is that
any of Carl C. Icahn and the Related Parties are no longer the Beneficial
Owners, directly or indirectly, of at least 20% of the Voting Stock of the
Borrower. For purposes of the definition of Change in Control, the following
capitalized terms shall have the following meanings: "Beneficial Owner" has the
meaning ascribed to such term in Rule 13d-3 and Rule 13d-5 under the Exchange
Act.  The terms "Beneficially Owns" and "Beneficially Owned" have a
corresponding meaning.  "Exchange Act" means the Securities Exchange
Act of 1934, as amended, and any successor thereto.  "Related Parties"
means: (1) Carl C. Icahn, any spouse and any child, stepchild, sibling or
descendant of Carl C. Icahn; (2) any estate of Carl C. Icahn or of any person
under clause (1); (3) any person who receives a beneficial interest in any
estate under clause (2) to the extent of such interest; (4) any executor,
personal administrator or trustee who holds such beneficial interest in the
estate for the benefit of, or as fiduciary for, any person under clauses (1),
(2) or (3) to the extent of such interest; (5) any corporation, partnership,
limited liability company, trust, or similar entity, directly or indirectly
owned or controlled by Carl C. Icahn or any other person or persons identified
in clauses (1), (2), (3) or (4); or (6) any not-for-profit entity not subject to
taxation pursuant to Section 501(c)(3) of the Internal Revenue Code or any
successor provision to which Carl C. Icahn or any person identified in clauses
(1), (2), or (3) above contributes his beneficial interest in the Borrower or to
which such beneficial interest passes pursuant to such person's will. "Voting
Stock" means, with respect to a corporation, any class or series of capital
stock of such corporation that is ordinarily entitled to vote in the election of
directors thereof at a meeting of stockholders called for such
purpose.


    
      
         


      

      
        - 12
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    "Closing
Date" means the date of execution and delivery of this Agreement by the
Borrower, BofA and the Administrative Agent.

     

    "Code"
has the meaning specified in Section 1.3.

     

    "Collateral"
means all of the following Property of the Borrower:

     

    (i)           All
Accounts Related Collateral and Inventory Related Collateral of the
Borrower;

     

    (ii)          All
Equipment Related Collateral of the Borrower; and

     

    (iii)         All
proceeds and products of the property and assets described in the foregoing
clauses.

     

    "Collateral
Access Agreements" means a landlord waiver, mortgagee waiver, bailee letter or
similar acknowledgment of any lessor, warehouseman or processor in possession of
any Collateral or on whose property any Collateral is located, in form and
substance reasonably satisfactory to the Administrative Agent.

     

    "Collections"
means all cash, funds, checks, notes, instruments, any other form of remittance
tendered by Account Debtors in respect of payment of Receivables of the Borrower
and any other payments received by the Borrower with respect to any
Collateral.

     

    "Commitment"
means at any date for any Lender, the obligation of such Lender to make
Revolving Credit Loans and to purchase participations in LC Obligations pursuant
to the terms and conditions of this Agreement, which shall not exceed the
principal amount set forth opposite such Lender's name under the heading
"Commitment" on the signature pages of this Agreement or the principal amount
set forth in the Assignment and Acceptance by which it became a Lender, as
modified from time to time pursuant to the terms of this Agreement or to give
effect to any applicable Assignment and Acceptance; and "Commitments" means
the aggregate principal amount of the Commitments of all Lenders, the maximum
amount of which on any date shall be $250,000,000, as reduced from time to time
pursuant to Section
2.1(e).

     

    "Compliance
Certificate" has the meaning specified in Section
7.1(k)(iii).

     

    "Concentration
Account" means an account maintained by the Borrower at BofA, to which all
monies from time to time deposited to a Dominion Account shall be
transferred.

     

    "Continuation"
has the meaning specified in Section 2.3(b).

     

    "Convert,"
"Conversion" and "Converted" each refers to conversion of Advances of one Type
into Advances of another Type pursuant to Section 2.3(c).

     

    "Customs
Broker" means a Person serving as a customers broker for the Borrower in
connection with the Borrower's importation of Inventory.


    
      
         


      

      
        - 13
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    "Customs
Broker Fees" means with respect to any Customs Broker, all fees, expense
reimbursement and other amounts owing by Borrower to such Customs
Broker.

     

    "Default"
means any of the events specified in Section 8.1, whether or not any of the
requirements for the giving of notice, the lapse of time, or both, or any other
condition, has been satisfied.

     

    "Defaulting
Lender" has the meaning specified in Section 2.10(a).

     

    "Deposit
Account Control Agreement" means each Deposit Account control agreement to be
executed by each institution maintaining a Pledged Deposit Account, including
each Dominion Account and each Concentration Account, in each case in favor of
the Administrative Agent, for the benefit of the Secured Parties, as security of
the Obligations.

     

    "Dilution
Percent" means the percent equal to (a) the sum of the aggregate amount of bad
debt write downs or write offs, discounts, returns, promotions, credits, credit
memos and other dilutive items with respect to the Borrower's Receivables,
divided by (b) Borrower's gross sales.

     

    "Dilution
Reserve" means, without duplication with respect to any other reserve on any
date of determination, a reserve established and revised from time to time by
the Administrative Agent equal to, if positive, (i) the amount (in percentage
points) by which the Dilution Percent for the immediately preceding twelve month
period, as determined by the Administrative Agent's most recent field audit,
exceeds 5%, multiplied by (ii) the gross amount of Eligible Receivables on such
date before deduction of the Borrower's Customer Accommodation reserves, minus
(iii) the Borrower's Customer Accommodation reserves on such date.

     

    "Document"  has
the meaning specified in the UCC.

     

    "Dollars"
and the sign "$" means freely transferable lawful currency of the United
States.

     

    "Dominion
Account" means a special account of the Administrative Agent established by the
Borrower at BofA or another bank selected by the Borrower, but acceptable to the
Administrative Agent in its reasonable discretion, and over which the
Administrative Agent shall have exclusive access and control for withdrawal
purposes to the extent specified in Section 2.7.

     

    "Domestic
In-Transit Inventory" means Inventory that has been purchased by the Borrower
and that is in-transit from a Vendor from a location within the continental
United States to the Borrower or a location designated by the Borrower that is
in the continental United States.


    
      
         


      

      
        - 14
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    "Eligible
Assignee" means a Person that is (i) a Lender, a U.S. based Affiliate of a
Lender or an Approved Fund (as defined below); (ii) a commercial bank,
finance company, or other financial institution, in each case that is organized
under the laws of the United States or any state, has total assets in excess of
$25 billion, extends asset-based lending facilities of the type contemplated
herein in the Ordinary Course of Business and whose becoming an assignee would
not constitute a prohibited transaction under Section 4975 of ERISA or any other
Applicable Law, is acceptable to the Administrative Agent and, unless an Event
of Default exists, the Borrower (such approval by the Borrower, when required,
not to be unreasonably withheld or delayed and to be deemed given by the
Borrower if no objection is received by the assigning Lender and the
Administrative Agent from the Borrower within 2 Business Days after notice
of such proposed assignment has been provided by the assigning Lender as set
forth in Section 11.3); and, at
any time that an Event of Default exists, any other Person acceptable to the
Administrative Agent in its discretion.  The term "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 Business of such Person 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.

     

    "Eligible
Customs Broker" means a Customs Broker which is reasonably acceptable to the
Administrative Agent and with which the Administrative Agent and the Borrower
have entered into an Imported Inventory Agreement.

     

    "Eligible
In-Transit Inventory" means on any date, In-Transit Inventory that meets all of
the criteria for Eligible Inventory on such date, provided that (i) such
Inventory has been identified to the contract between the Vendor and the
Borrower and, under the terms of sale of such Inventory, title have passed with
respect to such Inventory from the Vendor to the Borrower on or before such
date; (ii) such Inventory is insured by the Borrower in accordance with the
requirements of Section
7.1(f) hereof, (iii) the Vendor has no right on such date, under
Applicable Law or pursuant to any document relating to the sale of such
Inventory, to reclaim, divert the shipment of, reroute, repossess, stop delivery
of or otherwise assert any Lien rights or title retention with respect to such
Inventory; (iv) such Inventory is in the possession of a common carrier,
which is not an Affiliate of the Vendor and which has issued a tangible
negotiable bill of lading to the order of the Borrower (or, if otherwise
required by the Administrative Agent in its discretion, to the order of the
Administrative Agent (if necessary to obtain a first priority Lien in the
related Inventory)); (v) such bill of lading (or an original counterpart
thereof in the case of Foreign In-Transit Inventory) is in the possession, in
the United States, of the Borrower, Lender or an Eligible Customs Broker;
(vi) the Vendor of such Inventory is an Eligible Vendor (or, in the case of
Foreign In-Transit Inventory, the purchase price is to be paid pursuant to a
documentary Letter of Credit issued by Lender); and (vii) in the case of
Foreign In-Transit Inventory, the Inventory is to be received by an Eligible
Customs Broker and the terms of the applicable Imported Inventory Agreement with
respect to such Foreign In-Transit Inventory are adhered to by the parties
thereto.


    
      
         


      

      
        - 15
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    "Eligible
Inventory" means Inventory of the Borrower consisting of raw materials,
work-in-process consisting of yarn or finished goods, which is free from any
Lien in favor of any Person (other than Liens in favor of the Administrative
Agent or Permitted Liens).  The value of Eligible Inventory shall be
computed at the lower of cost (computed on a "first in, first out" basis) or
market.  No Inventory of the Borrower shall be Eligible Inventory
unless the Administrative Agent has a perfected first priority Lien
thereon.  Unless it is Eligible In-Transit Inventory, inventory shall
not be Eligible Inventory if it is not  located (a) in the United
States, and (b) in a facility owned or leased by the Borrower, unless it is
in a contract warehouse, and the inventory is separately identifiable from any
other goods (if any), and, unless a Rent Reserve has been established with
respect thereto, the warehouseman has delivered to the Administrative Agent, if
requested, a subordination agreement in form and substance reasonably
satisfactory to the Administrative Agent.   In addition, the
Administrative Agent may treat any Inventory as not being Eligible Inventory to
the extent of the Value of such Inventory that the Administrative Agent
determines is:  (a)  slow moving, obsolete and defective
inventory, (b)  packing and shipping materials, (c)  samples, display
items, bags, replacement parts or manufacturing supplies, or is (d)
 unmerchantable, (e)  inventory that does not meet all material
standards imposed by any Governmental Authority, or constitutes hazardous
materials under any Environmental Law, (f)  waste or scrap material, (g)
 subject to any license or other arrangement (except any agreement or
arrangement relating to or providing for Royalties) that restricts the
Borrower's or the Administrative Agent's right to dispose of such inventory, (h)
 reflected in reserves for inventory shrinkage, shortages for physical
inventory counts, and (without duplication) other reserves, (i)
 work-in-process that is categorized as raw materials or finished goods,
(j)  40% of the amount of "bulk" inventory or unpackaged finished goods,
and (k) pillow and bed shells.

     

    "Eligible
Letter of Credit Purchase Orders" means, on any date of determination (without
duplication with other Eligible Inventory) the aggregate amount of open purchase
orders for Inventory, (a) which are in the name of the Borrower, and
(b) are supported by a commercial Letter of Credit issued under this
Agreement having an initial expiry within 180 days after the date of
initial issuance of such commercial Letter of Credit, and (c) for which a
bill of lading or other document of title names the Administrative Agent as
consignee, or as to which the Administrative Agent has control over the bill of
lading or other documents of title which evidence ownership of the subject
Inventory (and such Inventory would become Eligible In-Transit Inventory upon
payment of the Letter of Credit); and (d) which otherwise is not excluded
from the definition of Eligible Inventory.


    
      
         


      

      
        - 16
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    "Eligible
Receivables" means and includes only those unpaid Receivables of the Borrower,
without duplication, which (i) arise out of a bona fide sale of goods or
rendition of services of the kind ordinarily sold or rendered by the Borrower in
the ordinary course of its Business, (ii) are owed by a Person competent to
contract for such goods or services that is not an Affiliate or an employee of
the Borrower (provided that Receivables that have a value of up to $5,000,000 in
aggregate amount owed by Affiliates in which the Borrower owns 50% or less of
the equity interests and that are otherwise Eligible Receivables shall not be
excluded by this clause (ii)), (iii) are not subject to renegotiation or
redating, and (iv) are free and clear of any Lien in favor of any Person
other than Permitted Liens.  Without duplication, no Receivable shall
be an Eligible Receivable (a) unless the Administrative Agent has a
perfected first priority Lien thereon, (b) if it is more than ninety days
past the date of the original invoice therefor or more than sixty days past its
due date, (c) if 50% or more of the Receivables owing by the Account Debtor
are not Eligible Receivables under the foregoing clause, (d) if the goods
or services giving rise to it have not been delivered to and accepted by the
Account Debtor, or it otherwise does not represent a final sale, (e) when
aggregated with other Receivables owing by the Account Debtor, it exceeds
15% of
the aggregate Eligible Receivables  (provided, however, that the
limitation for Target and Wal-Mart shall be 25%, and any other Account Debtor
with an unsecured debt rating of BBB or better from Standard & Poor shall be
20%), (f) if it is owing by a creditor or supplier, (g) if it is
subject to a potential offset, counterclaim, dispute, deduction, discount,
recoupment, reserve, defense, chargeback, rebate, credit, or allowance (but
ineligibility shall be limited to the amount thereof), (h) without
duplication, Receivables for which the Borrower has established reserves (but
only to the extent of the amount of such reserves) for anticipated credits,
discounts, and allowances ("Customer Accommodations") (i) an Insolvency
Proceeding has been commenced by or against the Account Debtor, or the Account
Debtor has failed, has suspended or ceased doing business, is liquidating,
dissolving or winding up its affairs, or is not Solvent (provided that, with the
consent of the Administrative Agent (not  to be unreasonably withheld
or delayed), Receivables owing by any Account Debtor which arose after the
filing by any such Account Debtor of a petition under Chapter 11 of the
Bankruptcy Code may be deemed not to be ineligible pursuant to this clause (i)),
(j) the Account Debtor is organized or has its principal offices outside
the United States or Canada (provided that otherwise Eligible Receivables owed
by such foreign Account Debtors will be Eligible Receivables in an aggregate
amount on any date of determination equal to 5% of the total amount of Eligible
Receivables on such date, or such greater amount as may be approved by the
Administrative Agent in its sole discretion), (k) it is evidenced by
chattel paper or an instrument of any kind, or has been reduced to judgment,
(l) the amount remaining of an invoice that the Account Debtor has made a
partial payment against, if the Borrower has placed such balance into its
deduction management system, (m) if it arises from a sale on a cash on
delivery basis, (n) a sale on a bill-and-hold, guaranteed sale,
sale-or-return, sale-on-approval, consignment, or other repurchase or return
basis, (o) if it represents a progress billing or retainage, (p) it
includes a billing for interest, fees or late charges, but ineligibility shall
be limited to the extent thereof, (q) if it arises from a retail sale to a
Person who is purchasing for personal, family or household purposes,
(r) the Account Debtor is a Government Authority, unless either the Account
Debtor is the United States or any department, agency or instrumentality thereof
unless the Borrower assigns its right to payment under such Receivable to the
Administrative Agent as Collateral hereunder in full compliance with (including
the filing of a written notice of the assignment and a copy of the assignment
with, and receipt of acknowledgment thereof by, the appropriate contracting and
disbursing offices pursuant to) the Assignment of Claims Act of 1940 (U.S.C.
Section 3727; 41 U.S.C. Section 15), or the Administrative Agent, in its
sole reasonable discretion, agrees in writing not to require such assignment
with respect to any such Receivable, and (s) the Receivable evidences any amount
that the Borrower has no legal right to collect.

     

    "Eligible
Vendor" means on any date, (i) a Vendor that (a) is the seller of Domestic
In-Transit Inventory and the Borrower is not in breach of any of its material
obligations to such Vendor, (b) is a seller of Foreign In-Transit Inventory
to the Borrower and the purchase price for such Inventory is paid or to be paid
pursuant to a documentary Letter of Credit issued by Issuing Bank and the
Borrower is not in breach of any of its material obligations to such Vendor, or
(c) is a seller of Foreign In-Transit Inventory to the Borrower, such
Vendor is not an Affiliate of the Borrower, and the Borrower is not in breach of
any of its material obligations to such Vendor.

     

    "Enforcement
Action" means any action to enforce any Obligations or Loan Documents or to
realize upon any Collateral (whether by judicial action, self-help, notification
of Account Debtors, exercise of setoff or recoupment, or
otherwise).


    
      
         


      

      
        - 17
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    "Environmental
Laws" means all federal, state and local statutes, laws (including common or
case law), regulations or orders applicable to the business or property of a
Person relating to pollution or protection of human health or the environment
(including ambient air, surface water, ground water, land surface or subsurface
strata) including laws and regulations relating to emissions, discharges,
releases or threatened releases of Hazardous Materials, or otherwise relating to
the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of any Hazardous Materials.

     

    "Equipment
Related Collateral" means and includes all of the following property of the
Borrower, except for the equipment set forth on Exhibit B to this Agreement:
(i) all machinery, vehicles, furniture, fixtures, equipment, parts, tools,
supplies, and all other goods constituting "equipment" under the Code, together
with all accessions thereto; (ii) all commercial tort claims relating in
any way to any goods described in clause (i); (iii) all documents relating
to any equipment, including any documents of title (such as bills of lading or
warehouse receipts) evidencing the ownership of or right to receive or possess
any inventory; (iv) all cash and non-cash proceeds (including insurance
proceeds) of any of the foregoing, and (v) all books and records relating
to any of the foregoing, whether or not in written or electronic format or in
any other medium.

     

    "ERISA"
means the Employee Retirement Income Security Act of 1974.

     

    "ERISA
Affiliate" means any entity required to be aggregated with the Borrower under
Section 414(b), (c), (m) or (o) of the Internal Revenue Code.

     

    "ERISA
Event" means any of the following events, which, when taken together with all
other ERISA Events that have occurred, could reasonably be expected to result in
Material Adverse Effect: (i) the failure of any Title IV Plan to meet, or the
filing of an application for a waiver of, the minimum funding standard (whether
or not waived) under Section 412 of the Code or Section 302 of ERISA; (ii) the
termination of, or receipt by the Borrower or any of its Subsidiaries of a
notice from the Pension Benefit Guaranty Corporation or a plan administrator of
an intention to terminate or to appoint a trustee to administer, any Title IV
Plan under Section 4041(c) or 4042 of ERISA; (iii) the imposition of a
lien, charge or encumbrance on the assets of the Borrower or any of its
Subsidiaries in favor of the Pension Benefit Guaranty Corporation or any other
entity, with respect to the funding of any Title IV Plan (other than a Permitted
Lien); (iv) any person shall engage in any non-exempt "prohibited
transaction" (within the meaning of Section 406 of ERISA or
Section 4975 of the Code) involving any employee benefit plan; (v) any
"reportable event", as defined in Section 4043 of ERISA or the regulations
issued thereunder with respect to a Title IV Plan (other than an event for which
the 30-day notice period is waived by the Pension Benefit Guaranty Corporation),
or (vi) (A) the incurrence by the Borrower or any of its ERISA Affiliates
of any Withdrawal Liability, or (B) the receipt by Borrower or any of its
ERISA Affiliates of any notice of a determination that a Multiemployer Plan is,
or is expected to be, insolvent or in reorganization within the meaning of Title
IV of ERISA."

     

    "Event of
Default" means the occurrence of any of the events specified in Section 8.1.

     

    "Excess
Availability" means, as of any date of determination thereof, the excess as of
such date of the lesser of (i) the Borrowing Base minus the aggregate
principal amount of the Loans outstanding or (ii) the Maximum Amount of the
Facility minus
the sum of the aggregate principal amount of the Loans outstanding plus the LC Reserve
plus the
Availability Block.


    
      
         


      

      
        - 18
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    "Excluded
Receivables" means Receivables (i) with respect to which the Account Debtors are
Affiliates of the Borrower and (ii) that do not arise from the sale of
Inventory.

     

    "Existing
Letters of Credit" means those letters of credit outstanding as of the date of
this Agreement previously issued by BofA for the account of the Borrower, all of
which letters of credit are listed on Exhibit M hereto.

     

    "Expiration
Date" means the date that is the soonest to occur of (i) the last day of
the Term; (ii) the date on which either the Borrower or the Administrative
Agent terminates the Commitments pursuant to Section 2.8; or (iii) the
date on which the Commitments are automatically terminated pursuant to Section 8.2(b).

     

    "Extraordinary
Expenses" means all reasonable out-of-pocket costs, expenses or advances that
the Administrative Agent may incur during the continuation of an Event of
Default, or during the pendency of an Insolvency Proceeding of the Borrower,
including those relating to (a) any audit, inspection, repossession,
storage, repair, appraisal, insurance, manufacture, preparation or advertising
for sale, sale, collection, or other preservation of or realization upon any
Collateral; (b) any action, arbitration or other proceeding (whether
instituted by or against the Administrative Agent, any Lender, the Borrower, any
representative of creditors of the Borrower or any other Person) in any way
relating to any Collateral (including the validity, perfection, priority or
avoidability of the Administrative Agent's Liens with respect to any
Collateral), any Loan Documents or any Obligations; (c) the exercise,
protection or enforcement of any rights or remedies of the Administrative Agent
in, or the monitoring of, any Insolvency Proceeding; (d) settlement or
satisfaction of any Taxes, charges or Liens with respect to any Collateral;
(e) any Enforcement Action; or (f) negotiation and documentation of
any modification, waiver, workout, restructuring or forbearance with respect to
any Loan Documents or Obligations; and any such costs, expenses of advances that
the Administrative Agent, to the extent permitted by this Agreement, may incur
during the continuation of a Default relating to any audit, inspection, or
appraisal of any Collateral.  Such costs, expenses and advances
include transfer fees, taxes, storage fees, insurance costs, permit fees,
utility reservation and standby fees, legal fees, appraisal fees, brokers' fees
and commissions, auctioneers' fees and commissions, accountants' fees,
environmental study fees, wages and salaries paid to employees of the Borrower
or independent contractors in liquidating any Collateral, and travel
expenses.

     

    "Fee
Letter" means the letter agreement as to the payment by the Borrower of certain
fees to the Administrative Agent, for its own account.

     

    "Financial
Statements" means, with respect to the Borrower and its Subsidiaries, or with
respect to the annual audited consolidated financial statements of WPI and its
consolidated Subsidiaries, as the case may be, the balance sheets, profit and
loss statements, and statements of cash flow for the period specified, prepared
in accordance with GAAP consistently applied.

     

    "Fiscal
Month" means each of the twelve (12) consecutive four- or five- week periods
beginning on the first day of the Fiscal Year, in the pattern 5,4,4 within a
Fiscal Quarter.

     

    "Fiscal
Quarter" means each of the four consecutive periods of thirteen (13) weeks,
beginning on the first day of the Fiscal Year.


    
      
         


      

      
        - 19
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    "Fiscal
Year" means the Borrower's Fiscal Year for financial accounting purposes
beginning on January 1 of each calendar year and ending on December 31 of the
same calendar year and when followed or preceded by the designation of a
calendar year, means such period ending on December 31 of such designated
calendar year.

     

    "Foreign
In-Transit Inventory means Inventory of the Borrower that is in-transit from a
Vendor of the Borrower from a location outside the continental United States to
the Borrower or a location designated by Borrower that is in the continental
United States.

     

    "Foreign
Lender" means any Lender that is organized under the laws of a jurisdiction
other than the laws of the United States, any state thereof or the District of
Columbia.

     

    "Freight
and Duty Reserve" means, on any date, a reserve equal to the Administrative
Agent's estimate of the costs and expenses associated with the importation of
In-Transit Inventory as of such date, including an estimate for all Customs
Broker Fees then due or to become due with respect to In-Transit
Inventory.

     

    "Full
Payment" means, on any date of determination, (i) with respect to any of the
Obligations (other than LC Obligations, Bank Product Obligations, Matured
Indemnification Obligations and Unmatured Indemnification Obligations) then due
and payable on such date, the payment in full, in cash and in Dollars, of such
Obligations, including all interest, fees and other charges payable in
connection therewith under any of the Loan Documents, whether such interest,
fees or other charges accrue or are incurred prior to or during the pendency of
an Insolvency Proceeding and whether or not any of the same are allowed or
recoverable in any Bankruptcy Case pursuant to Section 506 of the Bankruptcy
Code or otherwise; (ii) with respect to any LC Obligations represented by
undrawn Letters of Credit and Secured Bank Product Obligations outstanding on
such date, the depositing of cash with the Administrative Agent, as security for
the payment of such Obligations, not to exceed 105% of the aggregate undrawn
amount of such Letters of Credit and 100% of the Administrative Agent's good
faith estimate of the amount of Secured Bank Product Obligations due on such
date and to become due after termination of such Bank Products; (iii) with
respect to any Obligations for which an indemnity has been provided by the
Borrower in any of the Loan Documents ("Matured Indemnification Obligations")
that are due and payable on such date, the payment in full, in cash of such
Matured Indemnification Obligations; and (iv) with respect to Indemnified
Obligations not due and payable on such date but which can reasonably be
expected to arise out of a claim that on such date is pending or has been
overtly asserted against the Administrative Agent or a Lender (the "Unmatured
Indemnification Obligations"), either, at the Borrower's option, (a) the
depositing on such date of  cash collateral with the Administrative
Agent in an amount that is equal to the amount of the Unmatured Indemnification
Obligations or, if such claim is unliquidated in amount, the Administrative
Agent's good faith estimate of the amount of  the Unmatured
Indemnification Obligations, or (b) the delivery on such date of a standby
letter of credit acceptable to the Administrative Agent in its discretion in the
amount of the Unmatured Indemnification Obligations, or (c) the delivery on such
date to the Administrative Agent of a guaranty of the Unmatured Indemnification
Obligations in favor of the Administrative Agent for the benefit of the affected
Indemnitees, in form and substance reasonably acceptable to the Administrative
Agent, duly executed by (i) AREP or (ii) any other Person having a tangible net
worth of not less than $50,000,000 (as shown on such Person's most recent
audited balance sheet, which balance sheet is dated no more than 16 months prior
to the date of delivery of such guaranty) with respect to which the
Administrative Agent has completed any due diligence required by Applicable Law
and has determined that acceptance of such guaranty from such Person will not
violate Applicable Law.  Notwithstanding the payment of all
Obligations on any date that shall constitute Full Payment of the Obligations,
all obligations of the Borrower to indemnify the Administrative Agent or any
Lender pursuant to this Agreement or any of the other Loan Documents shall in
all events survive Full Payment of the Obligations and any termination
of the Commitments.  None of the Loans shall be deemed to have been
paid in full until all Commitments related to such Loans have expired or been
terminated.


    
      
         


      

      
        - 20
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    "GAAP"
means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board that are applicable to the circumstances as of the
date of determination.

     

    "Governing
Documents" means, with respect to any Person, the certificate of incorporation
and bylaws or similar organizational documents of such Person.

     

    "Governmental
Authority" means any nation or government, any state or other political
subdivision thereof or any entity exercising executive, legislative, judicial,
regulatory or administrative functions thereof or pertaining
thereto.

     

    "Hazardous
Materials" means any and all pollutants, contaminants and toxic, caustic,
radioactive and hazardous materials, substances and wastes including petroleum
or petroleum distillates, asbestos or urea formaldehyde foam insulation or
asbestos-containing materials, whether or not friable, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature, that are regulated under any Environmental
Laws.

     

    "Hedging
Agreement" means any interest rate protection agreement, foreign currency
exchange agreement, commodity price protection agreement or other interest or
currency exchange rate or commodity price hedging agreement.

     

    "Imported
Inventory Agreement" means an Imported Inventory Agreement in the form annexed
hereto as Exhibit L or
in any other form reasonably satisfactory to the Administrative Agent (it being
agreed that the failure of such other form not to have a provision relating to a
subordination of Liens by the Customs Broker party thereto shall not, in and of
itself, be deemed to make such other form not reasonably
satisfactory).


    
      
         


      

      
        - 21
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    "Indebtedness"
means, with respect to the Borrower or any other Person, as of the date of
determination thereof (without duplication), (i) all obligations of such Person
for borrowed money of any kind or nature, including funded and unfunded debt,
regardless of whether the same is evidenced by any note, debenture, bond or
other instrument, (ii) all obligations of such Person to pay the deferred
purchase price of property or services (other than current trade accounts
payable under normal trade terms and which arise in the Ordinary Course of
Business), (iii) all obligations of such Person to acquire or for the
acquisition or use of any fixed asset, including Capitalized Lease Obligations
(other than, in any such case, any portion thereof representing interest or
deemed interest or payments in respect of taxes, insurance, maintenance or
service), or improvements which are payable over a period longer than one year,
regardless of the term thereof or the Person or Persons to whom the same are
payable, (iv) the then outstanding amount of withdrawal or termination liability
incurred by or imposed on the Borrower or its Subsidiaries under ERISA, (v) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right to be secured) a Lien on any asset of such Person whether
or not the Indebtedness is assumed by such Person, provided that, for the
purpose of determining the amount of Indebtedness of the type described in this
clause (v), if recourse with respect to such Indebtedness is limited to the
assets of such Person, then the amount of Indebtedness shall be limited to the
fair market value of such assets, (vi) all Indebtedness of others to the extent
guaranteed by such Person and (vii) all obligations of such Person in respect of
letters of credit, bankers acceptances or similar instruments issued or accepted
by banks or other financial institutions for the account of such Person. For the
avoidance of doubt, (A) Indebtedness as defined herein shall include all
Indebtedness of a Person owing to an Affiliate of such Person and (B)
obligations of a Person under an Operating Lease shall not constitute
Indebtedness.

     

    "Indemnitees"
means the Agent Indemnitees, the Lender Indemnitees and the Issuing Bank
Indemnitees.

     

    "Insolvency
Event" means, with respect to any Person, the occurrence of any of the
following: (i) such Person shall be adjudicated insolvent or bankrupt or
institutes proceedings to be adjudicated insolvent or bankrupt, or shall
generally fail to pay or admit in writing its inability to pay its debts as they
become due, (ii) such Person shall seek dissolution or reorganization or the
appointment of a receiver, trustee, custodian or liquidator for it or a
substantial portion of its Property or business or to effect a plan or other
arrangement with its creditors, (iii) such Person shall make a general
assignment for the benefit of its creditors, or consent to or acquiesce in the
appointment of a receiver, trustee, custodian or liquidator for a substantial
portion of its Property or business, (iv) such Person shall file a voluntary
petition under any bankruptcy, insolvency or similar law, (v) such Person shall
take any corporate or similar act in furtherance of any of the foregoing, or
(vi) such Person, or a substantial portion of its Property or business, shall
become the subject of an involuntary proceeding or petition for (A) its
dissolution or reorganization or (B) the appointment of a receiver, trustee,
custodian or liquidator, and (I) such proceeding shall not be dismissed or
stayed within ninety days or (II) such receiver, trustee, custodian or
liquidator shall be appointed; provided, however, that the Administrative Agent,
the Lenders and the Issuing Bank shall have no obligation to make any Advance or
procure or issue any Letter of Credit during the pendency of any ninety-day
period described in clauses (A) and (B).

     

    "Insolvency
Proceeding" means any action, case or proceeding commenced by or against a
Person under any state, federal or foreign law, or any agreement of such Person,
for (i) the entry of an order for relief under any chapter of the
Bankruptcy Code or other insolvency or debt adjustment law (whether state,
federal or foreign), (ii) the appointment of a receiver (or administrative
receiver), trustee, liquidator, administrator, conservator or other custodian
for such Person or any of the Collateral having a value of $10,000,000 or more
or any material part of its Property, (iii) an assignment or trust
mortgage for the benefit of creditors of such Person, or (iv) the
liquidation, dissolution or winding up of the affairs of such
Person.


    
      
         


      

      
        - 22
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    "Interest
Expense" means, for any period, all interest with respect to Indebtedness
(including the interest component of Capitalized Lease Obligations) accrued or
capitalized during such period (whether or not actually paid during such period)
determined in accordance with GAAP.

     

    "Interest
Period" means the period commencing on the date of a LIBOR Rate Advance and
ending one, two, three or six months thereafter; provided, however, that (i) the
Borrower may not select any Interest Period that ends after the Expiration Date;
(ii) whenever the last day of an Interest Period would otherwise occur on a day
other than a Business Day, the last day of such Interest Period shall be
extended to occur on the next succeeding Business Day, except that, if such
extension would cause the last day of such Interest Period to occur in the next
following calendar month, then the last day of such Interest Period shall occur
on the next preceding Business Day; and (iii) if there is no corresponding date
of the month that is one, two, three or sixth months, as the case may be, after
the first day of an Interest Period, such Interest Period shall end on the last
Business Day of such first, second, third or sixth month, as the case may
be.

     

    "Internal
Revenue Code" means the Internal Revenue Code of 1986, any amendments thereto,
any successor statute and any regulations and guidelines promulgated
thereunder.

     

    "Internal
Revenue Service" or "IRS" means the United States Internal Revenue Service and
any successor agency.

     

    "In-Transit
Inventory" means  Inventory of the Borrower that is either Domestic
In-Transit Inventory or Foreign In-Transit Inventory.

     

    "Inventory"
means all present and future goods of which the Borrower has title intended for
sale, lease or other disposition including all raw materials, work in process,
finished goods and other retail inventory, goods in the possession of outside
processors or other third parties, consigned goods (to the extent of the
consignee's interest therein), materials and supplies of any kind, nature or
description which are or might be used in connection with the manufacture,
packing, shipping, advertising, selling or finishing of any such goods, all
documents of title or documents representing the same and all records, files and
writings with respect thereto.

     

    "Inventory
Advance Rate" means (i) 65% at all times until the Administrative Agent's
receipt and approval of an Inventory Appraisal, and (ii) thereafter, the
fraction, the numerator of which is equal to 85% of the Net Orderly Liquidation
Value of the Borrower's Inventory, and the denominator of which is the Value of
Eligible Inventory as of the date of the determination of the Net Orderly
Liquidation Value of the Borrower's Inventory, in each case as determined and
reported on the most recent Appraisal received by the Administrative Agent which
is determined by the Administrative Agent to have been conducted in accordance
with its instructions relating to the procedures for conducting such
appraisal.  As used herein, "Eligible Inventory" means, at any time in
which the Inventory Advance Rate is based on an Inventory Appraisal, the Value
of Eligible Inventory as established by the Inventory Appraisal, after
consultation with the Administrative Agent.


    
      
         


      

      
        - 23
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    "Inventory
Appraisal" means an appraisal of the Borrower's Inventory which shall specify,
both the Value and the Net Orderly Liquidation Value of the various categories
of such Inventory that comprise the Inventory Formula Amount and which is
performed by (i) the Administrative Agent or (ii) at the
Administrative Agent's election or (provided no Event of Default exists) at
the request of the Borrower, by an independent appraiser selected from a list
provided by the Administrative Agent of approved independent appraisers for
appraisals of such type which list has been delivered by the Administrative
Agent to the Borrower (the Administrative Agent may amend such list from time to
time by notice given to the Borrower, but in no event shall the total number of
appraisers appearing on such list be less 5); and if the Administrative Agent
has performed or caused to be performed more than one such appraisal of the
Borrower's Inventory, then the Net Orderly Liquidation Value on any date for
Borrower's Inventory (or any category thereof) shall be the value
determined from the most recent appraisal of the Borrower's Inventory that is
conducted pursuant to this Agreement and the report of which is satisfactory to
the Administrative Agent.  If the Borrower does not agree with the Net
Orderly Liquidation Value of the Inventory as determined by the independent
appraiser, then the Borrower (at the Borrower's own expense) may select from the
list provided by the Administrative Agent of approved independent appraisers for
appraisals of such type another independent appraiser to conduct an appraisal of
the Borrower's Inventory and, upon the Administrative Agent's receipt and
approval of such second appraisal, the Net Orderly Liquidation Value then shall
be the average of the Net Orderly Liquidation Value determined from the two
appraisals.

     

    "Inventory
Related Collateral" means and includes all of the following property of the
Borrower:  (i) all goods held for sale or lease, raw materials,
work in process and finished goods, and all other goods constituting "inventory"
under the Code, including packaging or shipping materials, labels, samples or
supplies and returned or rejected goods (whether or not any of the foregoing
constitute eligible inventory); (ii) all general intangibles owned by the
Borrower relating in any way to any goods described in clause (i),
including any warranties of title and intellectual property (such as trademarks,
patents, brand names or trade names, including the patents and trademarks listed
on Schedule 3)
owned by the Borrower that are used in the manufacture, marketing, distribution
or sale of any inventory; (iii) all commercial tort claims relating in any
way to any goods described in clause (i); (iv) all documents relating
to any inventory, including any documents of title (such as bills of lading or
warehouse receipts) evidencing the ownership of or right to receive or possess
any inventory; (v) all cash and non-cash proceeds (including insurance
proceeds) of any of the foregoing, and (vi) all books and records relating
to any of the foregoing whether or not in written or electronic format or in any
other medium.

     

    "Investment"
in any Person means, as of the date of determination thereof, (i) any
payment or contribution, or commitment to make a payment or contribution, by a
Person including property contributed or committed to be contributed by such
Person for or in connection with its acquisition of any stock, bonds, notes,
debentures, partnership or other ownership interest or any other security of the
Person in whom such Investment is made or (ii) any loan, advance or other
extension of credit or guaranty of or other surety obligation for any
Indebtedness of such Person in whom the Investment is made. In determining the
aggregate amount of Investments outstanding at any particular time, (i) a
guaranty (or other surety obligation) shall be valued at the principal
outstanding amount of the primary obligation; (ii) returns of capital (but
only by repurchase, redemption, retirement, repayment, liquidating dividend or
liquidating distribution) shall be deducted; (iii) earnings, whether as
dividends, interest or otherwise, shall not be deducted; and (iv) decreases
in the market value shall not be deducted unless such decreases are computed in
accordance with GAAP.


    
      
         


      

      
        - 24
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    "Issuing
Bank" means BofA, in its capacity as issuer of Letters of Credit hereunder, or
any successor issuer of Letters of Credit hereunder.

     

    "Issuing
Bank Indemnitees" means Issuing Bank and its officers, directors, employees,
Affiliates, agents, advisors and attorneys.

     

    "Joint
Venture" means any partnership or other entity in which the Borrower owns at
least 50% of the equity interests, and which is not a Subsidiary.

     

    "LC
Application" means an application by the Borrower to Issuing Bank for issuance
of a Letter of Credit, in form and substance satisfactory to Issuing
Bank.

     

    "LC
Conditions" means the following conditions necessary for issuance of a Letter of
Credit: (a) each of the conditions set forth in Section 5 is satisfied;
(b) after giving effect to such issuance, of the requested Letter of Credit
and all other unissued Letters of Credit for which an LC Application has
been signed by the Borrower and approved by the Administrative Agent and Issuing
Bank, the LC Obligations would not exceed $75,000,000 and no Overadvance would
exist, and, if no Revolving Credit Loans are outstanding, the LC Obligations do
not, and would not upon the issuance of the requested Letter of Credit, exceed
the Borrowing Base; (iii) such Letter of Credit has an expiration date that
is no more than 365 days from the date of issuance in the case of standby
Letters of Credit and no more than 180 days from the date of issuance in
the case of documentary Letters of Credit and, in either event, such expiration
date is at least 30 days prior to the last Business Day of the Term unless
otherwise agreed by the Administrative Agent in its reasonable discretion;
(iv) the currency in which payment is to be made under the Letter of Credit
is Dollars; and (v) the form of the proposed Letter of Credit is
satisfactory to the Administrative Agent and Issuing Bank in their reasonable
discretion, provides for sight drafts only and does not contain any language
that automatically increases the amount available to be drawn under the Letter
of Credit.

     

    "LC
Documents" means all documents, instruments and agreements (including LC
Requests and LC Applications) delivered by the Borrower or any other Person to
Issuing Bank in connection with issuance, amendment or renewal of, or payment
under, any Letter of Credit.

     

    "LC
Facility" means the subfacility for Letters of Credit established as part of the
Commitments pursuant to Section 2.2.

     

    "LC
Obligations" means the sum (without duplication) of (a) all amounts owing by the
Borrower for any drawings under Letters of Credit; and (b) the aggregate undrawn
amount of all outstanding Letters of Credit.

     

    "LC
Request" means a request for issuance of a Letter of Credit, to be provided by
Borrower to Issuing Bank.


    
      
         


      

      
        - 25
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    "LC
Reserve" means, at any date, the aggregate of all LC Obligations on such date,
other than LC Obligations that the Borrower shall Cash Collateralize on or prior
to such date.

     

    "Lender"
or "Lenders" has the meaning specified in the introductory
paragraph.

     

    "Lender
Indemnitees" means Lenders and all of their respective present and future
officers, directors, employees, agents and attorneys.

     

    "Letter
of Credit" means each Existing Letter of Credit and any standby or documentary
letter of credit issued by Issuing Bank for the account of the Borrower, or any
indemnity, guarantee, exposure transmittal memorandum or similar form of credit
support issued by Issuing Bank for the benefit of the Borrower.

     

    "Liabilities"
of a Person as of the date of determination thereof means the liabilities of
such Person on such date as determined in accordance with GAAP. Liabilities to
Affiliates of such Person shall be treated in accordance with GAAP or as
otherwise provided herein.

     

    "LIBOR
Rate Advance" means an Advance that bears interest as provided in Section 4.1(b).

     

    "Licensor
Agreement" means that certain Licensor Agreement dated as of the Closing Date
among the Borrower, WP IP LLC and the Administrative Agent pursuant to which WP
IP LLC grants an irrevocable license to the Administrative Agent to use the
trademarks and patents owned by WP IP LLC on the terms set forth
therein.

     

    "Lien"
any interest in Property securing an obligation owed to, or a claim by, a Person
other than the owner of the Property, whether such interest is based on common
law, statute or contract.  The term "Lien" shall also include, with
respect to any Real Property, reservations, exceptions, encroachments,
easements, rights-of-way, covenants, conditions, restrictions, leases and other
title exceptions and encumbrances affecting such real estate.  For the
purpose of this Agreement, the Borrower shall be deemed to be the owner of any
Property which it has acquired or holds subject to a conditional sale agreement
or other arrangement pursuant to which title to the Property has been retained
by or vested in some other Person for security purposes.

     

    "Loan
Account" has the meaning specified in Section 2.6.

     

    "Loan
Documents" means this Agreement and all documents and instruments executed and
delivered by the Borrower under or in connection with this Agreement (other than
the Fee Letter), as each of the same may be amended, supplemented or otherwise
modified from time to time, including the Notes and the Security
Documents.

     

    "Loans"
means the Revolving Credit Loans and the Swingline Loans.

     

    "Mandatory
Revolving Credit Loans" made by the Lenders under the circumstances described in
Section 2.2(d).


    
      
         


      

      
        - 26
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    "Material
Adverse Effect" means (i) the effect of any event or circumstance that, taken
alone or in conjunction with other events or circumstances, has or could be
reasonably expected to have a material adverse effect on the business,
operations, results of operations, Properties, liabilities or condition
(financial or otherwise) of the Borrower, on the enforceability of any Loan
Documents, the validity or priority of the Administrative Agent's Liens on any
material portion of the Collateral, or (ii) the impairment of (A) the
Borrower's ability to perform its obligations under the Loan Documents to which
it is a party, including repayment of any of the Obligations when due, or
(B) the ability of the Administrative Agent or the Lenders to enforce or
collect any Obligations or realize upon any material portion of the Collateral;
provided, however, that (A) a material adverse change in (I) the
global, United States or regional economy generally, (II) home fashion
textile manufacturing, distribution or marketing conditions generally or
(III) global or United States securities markets, (B) a change in
Applicable Law, or (C) a change caused by any announcement of the
transactions contemplated by this Agreement shall not, in and of itself, be
deemed to have a Material Adverse Effect.

     

    "Material
Contract" means an agreement to which the Borrower is a party (other than the
Loan Documents) for which breach, termination, cancellation, nonperformance
or failure to renew could reasonably be expected to have a Material Adverse
Effect.

     

    "Material
Indebtedness" means Indebtedness (other than the Loans) of the Borrower in an
aggregate principal amount exceeding $20,000,000. For purposes of this
definition, the "principal amount" of the obligations of the Borrower in respect
of any Hedging Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that the Borrower would be required to
pay if such Hedging Agreement were terminated at such time.

     

    "Maximum
Amount of the Facility" means Two Hundred Fifty Million Dollars ($250,000,000),
as such amount may be reduced from time to time in accordance with Sections 2.1(d) and 2.10(d).

     

    "Multiemployer
Plan" means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to
which the Borrower or any ERISA Affiliate has contributed within the past six
years.

     

    "Net
Orderly Liquidation Value," with respect to any Inventory of the Borrower on any
date, means the orderly liquidation value of such Inventory expected to be
realized at an orderly, negotiated sale held within a reasonable period of time,
net of all reasonable liquidation expenses, as determined from the most recent
Inventory Appraisal obtained by the Administrative Agent on or before the date
of determination of such Net Orderly Liquidation Value.

     

    "Non-Consenting
Lender" has the meaning set forth in Section 9.17.

     

    "Notes"
means the Revolving Credit Notes.

     

    "Notice
of Borrowing" has the meaning set forth in Section 2.3(a).

     

    "Notice
of Continuation" has the meaning set forth in Section 2.3(b).

     

    "Notice
of Conversion" has the meaning set forth in Section 2.3(c).


    
      
         


      

      
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    "Obligations"
means and includes all loans (including the Loans), advances (including the
Advances), debts, liabilities, obligations, covenants and duties owing by the
Borrower to the Administrative Agent or the Lenders of any kind or nature,
present or future, whether or not evidenced by any note, guaranty or other
instrument, which may arise under, out of, or in connection with, this
Agreement, the Notes, the other Loan Documents, or any other agreement (other
than the Fee Letter, except with respect to the obligation to pay the Agency
Fee, as defined therein) executed in connection herewith or therewith, or
Secured Bank Products, whether or not for the payment of money, whether arising
by reason of an extension of credit, opening, guaranteeing or confirming of a
letter of credit, loan, guaranty, indemnification or in any other manner,
whether direct or indirect (including those acquired by assignment, purchase,
discount or otherwise), whether absolute or contingent, due or to become due,
and however acquired. The term includes all Loans made in excess of the
limitations specified in Section 2.5(a) and all
interest (including interest accruing on or after an Insolvency Event, whether
or not such interest constitutes an allowed claim), charges, expenses,
commitment, facility, closing and collateral management fees, attorneys' fees,
and any other sum properly chargeable to the Borrower under this Agreement, the
Notes, the other Loan Documents or any other agreement (other than the Fee
Letter, except with respect to the obligation to pay the Agency Fee, as defined
therein) executed in connection herewith or therewith, including Extraordinary
Expenses.

     

    "Operating
Lease" means a lease treated as an operating lease in accordance with
GAAP.

     

    "Ordinary
Course of Business" means, with respect to any transaction involving any Person,
the ordinary course of such Person's business, as conducted by such
Person  in accordance with past practices, and undertaken by such
Person in good faith and not for the purpose of evading any covenant or
restriction in any Loan Document.  Notwithstanding the foregoing, the
Borrower's past practices prior to any date of determination shall not be
relevant to a determination of the  Ordinary Course of Borrower's
Business, and any change made in the conduct or operation of the Borrower's
business arising from matters approved by the Borrower's Board of Directors
shall be deemed to be in the Ordinary Course of the Borrower's
Business.

     

    "Overadvance"
has the meaning specified in Section 2.1(d).

     

    "Overadvance Loan" means a
Revolving Credit Loan made or outstanding when an Overadvance exists or the
amount of any Revolving Credit Loan which, when funded, results in an
Overadvance.

     

    "Participating
Lender" has the meaning specified in Section 2.2(b)(i).

     

    "Patent
Security Agreement" means each patent security agreement pursuant to which the
Borrower grants to the Administrative Agent and not previously withdrawn by the
Borrower, for the benefit of Secured Parties, a Lien on the Borrower's interests
in its patents, as security for the Obligations.

     

    "Payment
Item" means each check, draft, or other item of payment payable to the Borrower,
including those evidencing or constituting proceeds of any of the
Collateral.


    
      
         


      

      
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    "PBGC"
means the Pension Benefit Guaranty Corporation and any Person succeeding to the
functions thereof.

     

    "Pending
Revolver Loans" means, at any date, the aggregate principal amount of all
Revolving Credit Loans which have been requested in any Notice of Borrowing
received by the Administrative Agent but which have not theretofore been
advanced by the Administrative Agent or Lenders.

     

    "Pension
Plan" means a pension plan (as defined in Section 3(2) of ERISA) subject to
Title IV of ERISA (other than a Multiemployer Plan) which the Borrower or any
ERISA Affiliate sponsors or maintains, or to which it makes, is making, or is
obligated to make contributions, or, in the case of a multiple employer plan (as
described in Section 4064(a) of ERISA), has made contributions at any time
during the immediately preceding five plan years.

     

    "Permitted
Liens" means: (i) Liens for Taxes, assessments and other governmental
charges or levies (excluding any Lien imposed pursuant to any of the provisions
of ERISA) not yet due and payable, (ii) Liens the claims or demands of
landlords, carriers, warehousemen, mechanics, laborers, materialmen and other
like Persons arising by operation of law or in the Ordinary Course of Business,
but only if and for so long as (x) payment in respect of any such Lien is
not at the time required or the Indebtedness secured by any such Liens is
being Properly Contested and (y) such Liens do not materially detract from
the value of the property of the Borrower and do not materially impair the use
thereof in the operation of the Borrower's business, (iii) deposits or
pledges (other than Liens on Collateral) to secure the payment of worker's
compensation, unemployment insurance or other social security benefits or
obligations, public or statutory obligations, surety or appeal bonds, bid or
performance bonds, or other obligations of a like nature incurred in the
Ordinary Course of Business, (iv) zoning restrictions, easements,
encroachments, licenses, restrictions or covenants on the use of any Real
Property which do not materially impair either the use of such Real Property in
the operation of the business of the Borrower or the value of such Real
Property, (v) inchoate Liens arising under ERISA to secure current service
pension liabilities as they are incurred under the provisions of employee
benefit plans from time to time in effect, (vi) rights of general
application reserved to or vested in any Governmental Authority to control or
regulate any Property, or to use any Property in a manner which does not
materially impair the use of such Property for the purposes for which it is held
by the Borrower, (vii) Liens securing purchase money Indebtedness and
Capitalized Lease Obligations permitted by the provisions of Section 7.2(d) hereof (provided such
Liens only relate to the assets acquired with the proceeds of such Indebtedness
and Capitalized Lease Obligations, and the proceeds thereof), (viii) existing
Liens set forth on Schedule 6.1(t)
hereto, and (ix) state Tax liens securing liabilities aggregating less than
$1,000,000 at any one time outstanding, and (ix) Liens at any time granted
in favor of the Administrative Agent.

     

    "Person"
means any individual, sole proprietorship, partnership, limited liability
company, joint venture, trust, unincorporated organization, joint stock company,
association, corporation, institution, entity, party or government (including
any division, agency or department thereof) or any other legal entity, whether
acting in an individual, fiduciary or other capacity, and, as applicable, the
successors, heirs and assigns of each. For the avoidance of doubt, a Subsidiary
or other Affiliate of the Borrower shall constitute a separate
Person.


    
      
         


      

      
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    "Plan"
means any employee benefit plan, as defined in Section 3(3) of ERISA,
maintained or contributed to by the Borrower (other than a Multiemployer Plan)
or with respect to which any of them may incur liability even if such plan is
not covered by ERISA pursuant to Section 4(b)(4) thereof.

     

    "Pledged
Deposit Accounts" means the deposit accounts specified in Schedule 2 and any
other deposit account of the Borrower in which any proceeds of any Collateral
are on deposit from time to time other than proceeds of Collateral which is
released pursuant to Section 3.7.

     

    "Prohibited
Transaction" means a prohibited transaction within the meaning of Section 406 of
ERISA or Section 4975 of the Internal Revenue Code for which a statutory or
class exemption is not available or a private exemption has not previously been
obtained from the Department of Labor.

     

    "Properly
Contested" means in the case of any Indebtedness of the Borrower (including any
Taxes) that is not paid as and when due or payable by reason of the Borrower's
bona fide dispute concerning its liability to pay same or concerning the amount
thereof, (i) such Indebtedness is being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted;
(ii) the Borrower has established appropriate reserves as shall be required
in conformity with GAAP; (iii) the non-payment of such Indebtedness will
not have a Material Adverse Effect; (iv) no Lien is imposed upon any of the
Collateral with respect to such Indebtedness unless such Lien is
at all times junior and subordinate in priority to the Liens in favor of the
Administrative Agent (except only with respect to Taxes that have priority as
a matter of Applicable Law) and enforcement of such Lien is stayed during
the period prior to the final resolution or disposition of such dispute;
(v) if the Indebtedness results from, or is determined by the entry,
rendition or issuance against the Borrower or any of the Collateral of a
judgment, writ, order or decree, enforcement of such judgment, writ, order or
decree is stayed pending a timely appeal or other judicial review; and
(vi) if such contest is abandoned, settled or determined adversely
(in whole or in part) to the Borrower, the Borrower forthwith pays such
Indebtedness and all penalties, interest and other amounts due in connection
therewith.

     

    "Property"
means any interest in any kind of property or asset, whether real, personal or
mixed and whether tangible or intangible.

     

    "Proprietary
Rights" means all of a Person's now owned and hereafter arising or acquired:
licenses, franchises, permits, patents, patent rights, copyrights, works which
are the subject matter of copyrights, trademarks, service marks, trade names,
trade styles, patent, trademark and service mark applications, and all licenses
and rights related to any of the foregoing, and all other rights under any of
the foregoing, all extensions, renewals, reissues, divisions, continuations, and
continuations-in-part of any of the foregoing, and all rights to sue for past,
present and future infringement of any of the foregoing.

     

    "Proposed
Tax Law Change" means (i) any proposal of any legislation, regulation, rule or
treaty, which when passed, enacted or ratified, would constitute a Tax Law
Change by any Governmental Authority which sets forth an effective date for such
Tax Law Change, or (ii) with respect to any treaty in effect on the Closing
Date, the failure of such treaty to be renewed or extended or replaced by any
other treaty by the date that is 60 days prior to any scheduled expiration or
earlier termination of such treaty.


    
      
         


      

      
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    "Pro
Rata" means, with respect to any Lender, a fraction (expressed as a percentage)
(i) at any time before the Expiration Date, the numerator of which is the
Commitment of such Lender and the denominator of which is the aggregate amount
of the Commitments of all the Lenders, and (ii) at any time on and after
the Expiration Date, the numerator of which is the aggregate unpaid principal
amount of the Loans made by such Lender and the denominator of which is the
aggregate unpaid principal amount of all Loans, at such time.

     

    "Qualification"
or "Qualified" means, with respect to any report of independent public
accountants covering Financial Statements, a material qualification to such
report (i) resulting from a limitation on the scope of examination of such
Financial Statements or the underlying data, (ii) as to the capability of
the Borrower to continue operations as a going concern or (iii) which could
be eliminated by changes in Financial Statements or notes thereto covered by
such report (such as by the creation of or increase in a reserve or a decrease
in the carrying value of assets) and which if so eliminated by the making of any
such change and after giving effect thereto would result in a Default or an
Event of Default.

     

    "Real
Property" means all right, title and interest (whether as owner, lessor or
lessee) in any real Property or any buildings, structures, parking areas or
other improvements thereon.

     

    "Receivables"
means all present and future accounts, leases, instruments and chattel paper and
all claims against third parties, drafts, acceptances, letters of credit, rights
to receive payments under letters of credit, letter-of-credit rights, book
accounts, credits, reserves, computer tapes, programs, discs, software, books,
ledgers, files and records relating to such accounts, leases, instruments and
chattel paper, together with all supporting obligations and all right, title,
security and guaranties with respect to any of the foregoing, including any
right of stoppage in transit.

     

    "Refinancing
Debt" means Indebtedness that is permitted by Section 7.2(d) and that is the
subject of an extension, renewal or refinancing.

     

    "Reimbursement
Date" has the meaning specified in Section 2.2(a)(iii).

     

    "Related
Parties" has the meaning specified in the definition of "Change of
Control".

     

    "Reportable
Event" means any of the events described in Section 4043 of ERISA and the
regulations thereunder, other than a reportable event for which the thirty-day
notice requirement to the PBGC has been waived.

     

    "Required
Lenders" means Lenders holding more than fifty percent of the aggregate amount
of Loans and Commitments.


    
      
         


      

      
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    "Requirement
of Law" means (i) the Governing Documents, (ii) any law, treaty, rule,
regulation, order or determination of an arbitrator, court or other Governmental
Authority or (iii) any franchise, license, lease, permit, certificate,
authorization, qualification, easement, right of way, or other right or approval
binding on the Borrower or any of its property.

     

    "Reserve
Percentage" means the reserve percentage (expressed as a decimal, rounded upward
to the nearest 1/8th of 1%) applicable to member banks under regulations issued
from time to time by the Board of Governors for determining the maximum reserve
requirement (including any emergency, supplemental or other marginal reserve
requirement) with respect to Eurocurrency funding (currently referred to as
"Eurocurrency liabilities").

     

    "Responsible
Officer" means the Chief Executive Officer, the Chief Financial Officer, the
Chief Operating Officer, the Controller, or the Treasurer of the Borrower, as
each such term is defined or otherwise used in the bylaws of the Borrower or in
any resolution of the Borrower's board of directors, or any other individual
designated in writing by the Chief Executive Officer or the Chief Financial
Officer of the Borrower as a "Responsible Officer" for purposes
hereof.

     

    "Revolving
Credit Loans" means a loan made pursuant to Section 2.1, and any
Swingline Loan or Overadvance Loan.

     

    "Revolving
Credit Note" has the meaning specified in Section 2.1(c).

     

    "Royalties"
means royalties that are payable by the Borrower in respect of Proprietary
Rights licensed to it in connection with the manufacture, sale or distribution
by the Borrower of any Inventory.

     

    "Royalty
Reserve" means, on any date, an amount equal to the sum of: (i) all
Royalties that are more than 60 days past due and payable by the Borrower
on such date, and (ii) all Royalties that would be payable upon the sale or
other disposition of Eligible Inventory, assuming (for purposes of calculating
the amount of such reserve) that such Eligible Inventory would be sold at its
Value.

     

    "Sale
Order" means the order of the Bankruptcy Court for the Southern District of New
York, entered on July 8, 2004 (the "Sale Order"), approving the sale of the
assets of WestPoint Stevens and certain other debtors to the Borrower pursuant
to that certain Asset Purchase Agreement dated as of June 23, 2004.

     

    "Secured
Bank Product Obligations" means Bank Product Obligations (including indebtedness
arising under Hedging Agreements) in respect of any Bank Product that either (i)
the Borrower agrees in writing with the Administrative Agent and provider of
such Bank Product at the time such Bank Product is extended to the Borrower are
Obligations under this Agreement that are to be secured by the Collateral, or
(B) constitute Cash Management Transactions with BofA or any Affiliate of
BofA.

     

    "Secured
Parties" means the Administrative Agent, Issuing Bank, Lenders (including BofA
as provider of the Swingline Loans) and any Lender (and any Affiliate of any
Lender) as the provider of any Bank Products.


    
      
         


      

      
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    "Security
Documents" means any Patent Security Agreement, any Trademark Security
Agreement, each Deposit Account Control Agreement, and all other instruments and
agreements now or at any time hereafter securing the whole or any part of the
Obligations.

     

    "Settlement"
has the meaning specified in Section 2.3(i).

     

    "Settlement
Date" has the meaning specified in Section 2.3(i).

     

    "Solvent"
means, when used with respect to any Person, that as of the date as to which
such Person's solvency is to be measured:

     

    (i) the
fair saleable value of its assets is in excess of (A) the total amount of its
liabilities (including contingent, subordinated, absolute, fixed, matured,
unmatured, liquidated and unliquidated liabilities) and (B) the amount that will
be required to pay the probable liability of such Person on its debts as such
debts become absolute and matured;

     

    (ii) it
has sufficient capital to conduct its business; and

     

    (iii) it
is able to meet its debts as they mature.

     

    "Subsidiary"
means a corporation or other entity in which the Borrower directly or indirectly
owns or controls the shares of stock or other ownership interests having
ordinary voting power to elect a majority of the board of directors or other
governing body, or to appoint the majority of the managers of, such corporation
or other entity.

     

    "Swingline
Lender" means the Administrative Agent.

     

    "Swingline
Loans" has the meaning specified in Section 2.2(h).

     

    "Tax Law
Change" means any amendment or change to any legislation, rule, regulation,
court interpretation or decision, or treaty or any other Applicable Law
(including any expiration or termination of any bilateral or multilateral
treaty) which regulates, imposes or exempts any Lender from Taxes applicable to
such Lender.

     

    "Taxes"
means any taxes, levies, imposts, duties, fees, assessments, deductions,
withholdings or other charges of whatever nature, including income, receipts,
excise, property, sales, use, transfer, license, payroll, withholding, social
security, franchise, intangibles, stamp or recording taxes imposed by any
Governmental Authority, and all interest, penalties and similar liabilities
relating thereto.

     

    "Term"
has the meaning specified in Section 2.8.

     

    "Termination
Event" means (i) a Reportable Event with respect to any Pension Plan;
(ii) the withdrawal of the Borrower or any ERISA Affiliate from a Pension
Plan during a plan year in which it was a "substantial employer" (as defined in
Section 4001(a)(2) of ERISA); (iii) the providing of notice of intent to
terminate a Pension Plan in a distress termination (as described in
Section 4041(c) of ERISA); (iv) the institution by the PBGC of
proceedings to terminate or appoint a trustee to administer a Pension Plan;
(v) the receipt by the Borrower or any ERISA Affiliate of notice from a
Multiemployer Plan that it is in reorganization or insolvent under Section 4241 or 4245 of
ERISA or that intends to terminate or has terminated under Section 4041A of
ERISA; or (vi) the partial or complete withdrawal, within the meaning of
Sections 4203 and 4205 of ERISA, of the Borrower or any ERISA Affiliate
from a Multiemployer Plan.

     

    
      
         


      

      
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    "Trademark
Security Agreement means each trademark security agreement pursuant to which the
Borrower grants to the Administrative Agent, for the benefit of Secured Parties,
a Lien on the Borrower's interests in trademarks, as security for the
Obligations.

     

    "Type"
means a Base Rate Advance or a LIBOR Rate Advance.

     

    "Unused
Line Fee" has the meaning specified in Section 4.4.

     

    "Value"
means (i) for Inventory, its value determined on the basis of the lower of
cost or market, calculated on a first-in, first out basis in accordance with
GAAP; and (ii) for a Receivable, its face amount, net of any returns,
rebates, discounts (calculated on the shortest terms), credits, allowances or
Taxes (including sales, excise or other taxes) that have been or could be
claimed by the Account Debtor or any other Person.

     

    "Vendor"
means a Person that sells Inventory to the Borrower.

     

    "WP IP
LLC" means the Borrower's wholly owned subsidiary, WP IP LLC, a Nevada limited
liability company.

     

    "WPI"
means WestPoint International, Inc., a Delaware corporation.

     

    SECTION
1.2 Accounting Terms
and Determinations. Unless
otherwise defined or specified herein, all accounting terms used in this
Agreement shall be construed in accordance with GAAP, applied on a basis
consistent in all material respects with the Financial Statements delivered to
the Administrative Agent on or before the Closing Date. The Financial Statements
required to be delivered hereunder from and after the Closing Date, and all
financial records, shall be maintained in accordance with GAAP.


    
      
         


      

      
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    SECTION
1.3 Other Terms;
Headings. Unless
otherwise defined herein, terms used herein that are defined in the Uniform
Commercial Code, from time to time in effect in the State of New York (the
"UCC"), shall have the meanings given in the UCC. A Default or an Event of
Default be deemed to "continue" or be "continuing" or shall be deemed to exist
at all times during the period commencing on the date that such Default or Event
of Default occurs to the date on which such Default or Event of Default is
waived in writing by the Administrative Agent (acting with the consent or at the
direction of the Lenders or the Required Lenders, as applicable) pursuant to
this Agreement or is cured.  The headings and the Table of Contents
are for convenience only and shall not affect the meaning or construction of any
provision of this Agreement. 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
(i) any definition of or reference to any agreement, instrument or other
document herein or in any other Loan Document shall be construed as referring to
such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein or in any other Loan
Document), (ii) any reference herein to any Person shall be construed to
include such Person's successors and permitted assigns, (iii) 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, (iv) 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 (v) all references to statutes shall
include all related rules and implementing regulations and any amendments of
same and any successor statutes, rules and regulations. All calculations of
Value shall be in Dollars, all Loans shall be funded in Dollars and all
Obligations shall be repaid in Dollars.  Whenever the phrase "to the
best of the Borrower's knowledge" or words of similar import relating to the
knowledge or the awareness of the Borrower are used in this Agreement or other
Loan Documents, such phrase shall mean and refer to the actual knowledge of the
CEO, CFO or COO of the  Borrower.

     

    ARTICLE
II

    THE
CREDIT FACILITIES

     

    SECTION
2.1 The Revolving
Credit Loans.

     

    (a)          Each
Lender agrees, severally to the extent of its Commitment and not jointly with
the other Lenders, upon the terms and subject to the conditions set forth
herein, to make Revolving Credit Loans to the Borrower on any Business Day
during the period from the Closing Date through the Business Day before the last
day of the Term, not to exceed in aggregate principal amount outstanding at
any time such Lender's Commitment at such time, which Revolving Credit Loans may
be repaid and reborrowed in accordance with the provisions of this Agreement;
provided, however, that Lenders
shall have no obligation to the Borrower whatsoever to honor any request for a
Revolving Credit Loan on or after the Expiration Date or if at the time of the
proposed funding thereof the aggregate principal amount of all of the Revolving
Credit Loans then outstanding (including Swingline Loans) and Pending
Revolving Credit Loans exceeds, or would exceed after the funding of such
Revolving Credit Loan, the Borrowing Base.  Each Borrowing of
Revolving Credit Loans shall be funded by Lenders on a Pro Rata basis in
accordance with their respective Commitments (except for BofA with respect to
Swingline Loans).  The Revolving Credit Loans shall bear interest as
set forth in Sections 4.1 and 4.2.  Each Revolving
Credit Loan shall, at the option of the Borrower, be made or continued as, or
converted into, part of one or more Borrowings that, unless specifically
provided herein, shall consist entirely of Base Rate Advances or LIBOR Rate
Advances.

     

    (b)          The
Revolving Credit Loans made by each Lender shall (at the request of the
respective Lender made on not less than 5 Business Days' notice to the
Administrative Agent and the Borrower) be evidenced by a promissory note payable
to the order of such Lender, substantially in the form of Exhibit A (as amended, supplemented or
otherwise modified from time to time, a "Revolving Credit Note"), executed by
the Borrower and delivered to the Administrative Agent. The Revolving Credit
Note payable to the order of a Lender shall be in a stated maximum principal
amount equal to such Lender's Pro Rata share of the Maximum Amount of the
Facility.  In the absence of a Revolving Credit Note payable to the
order of a Lender, the Revolving Credit Loans made by such Lender shall be
evidenced by this Agreement.


    
      
         


      

      
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    (c)          The
Borrower may permanently reduce the Commitments, on a Pro Rata basis for each
Lender, with a corresponding reduction in the Maximum Amount of the Facility,
upon at least five days prior written notice to the Administrative
Agent.  The Administrative Agent shall promptly transmit such notice
to each Lender.  Any such notice of reduction shall specify the amount
of the reduction, shall be irrevocable once given and
shall be effective, subject to the Administrative Agent's actual receipt
thereof, as of the first day of the next month.  Each reduction shall
be in a minimum amount of $1,000,000, or an increment of $100,000 in excess
thereof. If
on the effective date of any such reduction in the Commitments and after giving
effect thereto an Overadvance exists, then the provisions of Section 2.1(c) shall apply,
except that such repayment shall be due immediately upon such effective date
without further notice to or demand upon Borrower.  If the
Commitments are reduced to zero, then such reduction shall be deemed a
termination of the Commitments by Borrower pursuant to Section 2.5(b)(iii).  The Commitments,
once reduced, may not be reinstated without the written consent of all
Lenders.

     

    (d)          If
the aggregate Revolving Credit Loans outstanding exceed the Borrowing Base
("Overadvance") or the aggregate Commitments at any time, the excess amount
shall be payable by the Borrower on demand by the
Administrative Agent, but all such Revolving Credit Loans shall nevertheless
constitute Obligations secured by the Collateral and entitled to all benefits of
the Loan Documents.  Unless its authority has been revoked in writing
by Required Lenders, the Administrative Agent may require Lenders to honor
requests for Overadvance Loans and to forbear from requiring Borrower to cure an
Overadvance, (a) when no other Event of Default is known to the Administrative
Agent, as long as (i) the Overadvance does not continue for more than 30
consecutive days (and no Overadvance may exist for at least five consecutive
days thereafter before further Overadvance Loans are required), and (ii) the
Overadvance is not known by the Administrative Agent to exceed the lesser of
$5,000,000  or five percent (5%) of the Borrowing Base; and (b)
regardless of whether an Event of Default exists, if the Administrative Agent
discovers an Overadvance not previously known by it to exist, as long as from
the date of such discovery the Overadvance (i) is not increased by more than
$2,500,000, and (ii) does not continue for more than 30 consecutive
days.  In no event shall Overadvance Loans be required that would
cause the outstanding Revolving Credit Loans and LC Obligations to exceed the
aggregate Commitments.  Any funding of an Overadvance Loan or
sufferance of an Overadvance shall not constitute a waiver by the Administrative
Agent or Lenders of the Event of Default caused thereby.  In no event
shall the Borrower be deemed a beneficiary of this Section nor authorized to
enforce any of its terms.

     

    (e)          The
Administrative Agent shall be authorized, in its discretion, at any time that a
Default or Event of Default exists or any conditions in Section 5 are not satisfied,
and without regard to the aggregate Commitments, to make Base Rate Advances
("Protective Advances") (i) up to an aggregate amount equal to the lesser of (A)
five percent (5%) of the Borrowing Base and (B) $10,000,000 outstanding at any
time, if the Administrative Agent deems such Loans necessary or desirable to
preserve or protect any Collateral, or to enhance the collectibility or
repayment of Obligations; or (ii) to pay any other amounts chargeable to
Obligors under any Loan Documents, including costs, fees and
expenses.  All Protective Advances shall be Obligations, secured by
the Collateral, and shall be treated for all purposes as Extraordinary
Expenses.  Each Lender shall participate in each Protective Advance on
a Pro Rata basis.  Required Lenders may at any time revoke the
Administrative Agent's authorization to make further Protective Advances by
written notice to the Administrative Agent.  Absent such revocation,
the Administrative Agent's determination that funding of a Protective Advance is
appropriate shall be conclusive.


    
      
         


      

      
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    SECTION
2.2 LC
Facility.

     

    (a)          Issuance of Letters of
Credit.  Issuing
Bank agrees to issue Letters of Credit from time to time until 30 days prior to
the Expiration Date on the terms set forth herein, including the
following:

     

    (i)           The
Borrower acknowledges that Issuing Bank's willingness to issue any Letter of
Credit is conditioned upon Issuing Bank's receipt of a LC Application with
respect to the requested Letter of Credit, as well as such other instruments and
agreements as Issuing Bank may customarily require for issuance of a letter of
credit of similar type and amount.  Issuing Bank shall have no
obligation to issue any Letter of Credit unless (i) Issuing Bank receives a LC
Request and LC Application at least three Business Days prior to the requested
date of issuance; and (ii) each LC Condition is satisfied.  If
Issuing Bank receives written notice from a Lender at least one Business Day
before issuance of a Letter of Credit that any LC Condition has not been
satisfied, Issuing Bank shall have no obligation to issue the requested Letter
of Credit (or any other) until such notice is withdrawn in writing by that
Lender or until Required Lenders have waived such condition in accordance with
this Agreement or until the Borrower has provided evidence satisfactory to the
Administrative Agent and the Issuing Bank that all of the LC Conditions have
been satisfied.  Prior to receipt of any such notice, Issuing Bank
shall not be deemed to have knowledge of any failure of LC
Conditions.

     

    (ii)          Letters
of Credit may be requested by the Borrower only (i) to support obligations of
the Borrower incurred in the Ordinary Course of Business; or (ii) for other
purposes as the Administrative Agent and Required Lenders may approve from time
to time in writing.  The renewal or extension of any Letter of Credit
shall be treated as the issuance of a new Letter of Credit, except that delivery
of a new LC Application shall be required at the discretion of Issuing
Bank.

     

    (iii)         The
Borrower assumes all risks of the acts, omissions or misuses of any Letter of
Credit by the beneficiary.  In connection with issuance of any Letter
of Credit, none of the Administrative Agent, Issuing Bank or any Lender shall be
responsible for the existence, character, quality, quantity, condition, packing,
value or delivery of any goods purported to be represented by any Documents; any
differences or variation in the character, quality, quantity, condition,
packing, value or delivery of any goods from that expressed in any Documents;
the form, validity, sufficiency, accuracy, genuineness or legal effect of any
Documents or of any endorsements thereon; the time, place, manner or order in
which shipment of goods is made; partial or incomplete shipment of, or failure
to ship, any goods referred to in a Letter of Credit or Documents; any deviation
from instructions, delay, default or fraud by any shipper or other Person in
connection with any goods, shipment or delivery; any breach of contract between
a shipper or vendor and the Borrower; errors, omissions, interruptions or delays
in transmission or delivery of any messages, by mail, cable, telegraph, telex,
telecopy, e-mail, telephone or otherwise; errors in interpretation of technical
terms; the misapplication by a beneficiary of any Letter of Credit or the
proceeds thereof; or any consequences arising from causes beyond the control of
Issuing Bank, the Administrative Agent or any Lender, including any act or
omission of a Governmental Authority.  The rights and remedies of
Issuing Bank under the Loan Documents shall be cumulative.  Issuing
Bank shall be fully subrogated to the rights and remedies of each beneficiary
whose claims against the Borrower are discharged with proceeds of any Letter of
Credit.


    
      
         


      

      
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    (iv)    
    In connection with its administration of and enforcement
of rights or remedies under any Letters of Credit or LC Documents, Issuing Bank
shall be entitled to act, and shall be fully protected in acting, upon any
certification, notice or other communication in whatever form believed by
Issuing Bank, in good faith, to be genuine and correct and to have been signed,
sent or made by a proper Person.  Issuing Bank may consult with and
employ legal counsel, accountants and other experts to advise it concerning its
obligations, rights and remedies, and shall be entitled to act upon, and shall
be fully protected in any action taken in good faith reliance upon, any advice
given by such experts.  Issuing Bank may employ agents and
attorneys-in-fact in connection with any matter relating to Letters of Credit or
LC Documents, and shall not be liable for the negligence or misconduct of any
such agents or attorneys-in-fact selected with reasonable care.

     

    (b)          Reimbursement;
Participations.

     

    (i)           If
Issuing Bank honors any request for payment under a Letter of Credit, Borrower
shall pay to Issuing Bank, on the same day ("Reimbursement Date"), the amount
paid by Issuing Bank under such Letter of Credit, together with interest at the
interest rate for Base Rate Advances from the Reimbursement Date until payment
by the Borrower.  The obligation of the Borrower to reimburse Issuing
Bank for any payment made under a Letter of Credit shall (in the absence of an
improper payment of the Letter of Credit which constitutes gross negligence or
willful misconduct on the part of Issuing Bank) be absolute, unconditional and
irrevocable, and shall be paid without regard to any lack of validity or
enforceability of any Letter of Credit or the existence of any claim, setoff,
defense or other right that Borrower may have at any time against the
beneficiary.  Whether or not the Administrative Agent submits a Notice
of Borrowing, the Borrower shall be deemed to have requested a Borrowing of a
Loan as a Base Rate Advance in an amount necessary to pay all amounts due
Issuing Bank on any Reimbursement Date and each Lender agrees to fund its Pro
Rata share of such Borrowing whether or not the Commitments have terminated, an
Overadvance exists or is created thereby, or the conditions in Section 5 are satisfied
(provided, however, that if such Loan is not made, the Borrower shall pay such
LC Obligations on the first Business Day after the Borrower's receipt of notice
of the amount thereof).  Nothing herein shall be deemed to release
Issuing Bank from any liability or obligation that it may have in respect to any
Letter of Credit to the extent arising out of and directly resulting from its
own gross negligence or willful misconduct.


    
      
         


      

      
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    (ii)          Upon
issuance of a Letter of Credit, each Lender shall be deemed to have irrevocably
and unconditionally purchased from Issuing Bank, without recourse or warranty,
an undivided Pro Rata interest and participation in all LC Obligations relating
to the Letter of Credit.  If Issuing Bank makes any payment under a
Letter of Credit and Borrower does not reimburse such payment on the
Reimbursement Date, the Administrative Agent shall promptly notify Lenders and
each Lender shall promptly (within one Business Day) and unconditionally pay to
the Administrative Agent, for the benefit of Issuing Bank, the Lender's Pro Rata
share of such payment.  Upon request by a Lender, Issuing Bank shall
furnish copies of any Letters of Credit and LC Documents in its possession at
such time.

     

    (iii)         The
obligation of each Lender to make payments to the Administrative Agent for the
account of Issuing Bank in connection with Issuing Bank's payment under a Letter
of Credit shall be absolute, unconditional and irrevocable, not subject to any
counterclaim, setoff, qualification or exception whatsoever, and shall be made
in accordance with this Agreement under all circumstances, irrespective of any
lack of validity or unenforceability of any Loan Documents; any draft,
certificate or other document presented under a Letter of Credit having been
determined to be forged, fraudulent, invalid or insufficient in any respect or
any statement therein being untrue or inaccurate in any respect; or the
existence of any setoff or defense that the Borrower may have with respect to
any Obligations.  Issuing Bank does not assume any responsibility for
any failure or delay in performance or any breach by the Borrower or other
Person of any obligations under any LC Documents.  Issuing Bank does
not make to Lenders any express or implied warranty, representation or guaranty
with respect to the Collateral, LC Documents or the Borrower.  Issuing
Bank shall not be responsible to any Lender for any recitals, statements,
information, representations or warranties contained in, or for the execution,
validity, genuineness, effectiveness or enforceability of any LC Documents; the
validity, genuineness, enforceability, collectibility, value or sufficiency of
any Collateral or the perfection of any Lien therein; or the assets,
liabilities, financial condition, results of operations, business,
creditworthiness or legal status of the Borrower.

     

    (iv)        No
Issuing Bank Indemnitee shall be liable to any Lender or other Person for any
action taken or omitted to be taken in connection with any LC Documents except
as a result of its actual gross negligence or willful
misconduct.  Issuing Bank shall not have any liability to any Lender
if Issuing Bank refrains from any action under any Letter of Credit or LC
Documents until it receives written instructions from Required
Lenders.

     

    (c)          Cash
Collateral.  If
any LC Obligations, whether or not then due or payable, shall for any reason be
outstanding at any time (a) that an Event of Default exists, (b) that
Excess Availability is less than zero, (c) after the Commitment Termination
Date, or (d) within 20 Business Days prior to the Expiration Date, then the
Borrower shall, at Issuing Bank's or the Administrative Agent's request, pay to
Issuing Bank the amount of all outstanding LC Obligations and Cash Collateralize
all outstanding Letters of Credit.  If the Borrower fails to Cash
Collateralize outstanding Letters of Credit as required herein, Lenders may (and
shall upon direction of the Administrative Agent) advance, as Revolving Credit
Loans, the amount of the Cash Collateral required (whether or not the
Commitments have terminated, an Overadvance exists, or the conditions in Section 5 are
satisfied).

     

    (d)          Existing Letters of
Credit.  Each Existing Letter of Credit outstanding on the
Closing Date shall constitute a "Letter of Credit" for all purposes of this
Agreement, issued, for purposes of this Section 2.2, on the Closing
Date.


    
      
         


      

      
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    SECTION
2.3 Procedure for
Borrowing; Notices of Borrowing; Notices of Continuation; Notices of Conversion;
Settlement.

     

    (a)          Each
borrowing of Revolving Credit Loans (each, a "Borrowing") shall be made on
notice, given not later than 12:00 Noon (New York time) on the second Business
Day prior to the date of the proposed Borrowing in the case of a LIBOR Rate
Advance, and not later than 12:00 Noon (New York time) on the date of the
proposed Borrowing in the case of a Base Rate Advance, by the Borrower to the
Administrative Agent. Each such notice of a Borrowing shall be by telecopier or
e-mail, substantially in the form of Exhibit F (a "Notice of
Borrowing"), specifying therein the requested (i) date of such Borrowing,
(ii) Type of Advance comprising such Borrowing, (iii) aggregate
principal amount of such Borrowing, and (iv) Interest Period, in the case
of a LIBOR Rate Advance.

     

    (b)          With
respect to any Borrowing consisting of a LIBOR Rate Advance, the Borrower may,
subject to the provisions of Section 2.3(d) and so long as all the
conditions set forth in Article
V have been fulfilled, elect to maintain such Borrowing or any portion
thereof as a LIBOR Rate Advance by selecting a new Interest Period for such
Borrowing, which new Interest Period shall commence on the last day of the
Interest Period then ending. Each selection of a new Interest Period (a
"Continuation") shall be made by notice given not later than 12:00 Noon (New
York time) on the second Business Day prior to the date of any such Continuation
by the Borrower to the Administrative Agent. Each such notice of a Continuation
shall be by telecopier or e-mail, substantially in the form of Exhibit G (a "Notice of
Continuation/Conversion") and the requested (i) date of such Continuation,
(ii) Interest Period and (iii) aggregate amount of the Advance subject
to such Continuation, which shall comply with all limitations on Loans
hereunder. Upon the Administrative Agent's receipt of a Notice of Continuation,
the Administrative Agent shall promptly notify each Lender thereof. Unless, on
or before 12:00 Noon (New York time) of the second Business Day prior to the
expiration of an Interest Period, the Administrative Agent shall have received a
Notice of Continuation/Conversion from the Borrower for the entire Borrowing
consisting of the LIBOR Rate Advance outstanding during such Interest Period,
any amount of such Advance comprising such Borrowing remaining outstanding at
the end of such Interest Period (or any unpaid portion of such Advance not
covered by a timely Notice of Continuation/Conversion) shall, upon the
expiration of such Interest Period, be Converted to a Base Rate
Advance.

     

    (c)          The
Borrower may on any Business Day by a Notice of Continuation/Conversion given by
the Borrower to the Administrative Agent, and subject to the provisions of Section 2.3(d), Convert
the entire amount of or a portion of an Advance of one Type into an Advance of
another Type; provided, however, that any Conversion of a LIBOR Rate Advance
into a Base Rate Advance shall be made on, and only on, the last day of an
Interest Period for such LIBOR Rate Advance. Each such Notice of
Continuation/Conversion shall be given not later than 12:00 Noon (New York time)
on the Business Day prior to the date of any proposed Conversion into a Base
Rate Advance and on the third Business Day prior to the date of any proposed
Conversion into a LIBOR Rate Advance. Subject to the restrictions specified
above, each Notice of Continuation/Conversion shall be substantially in the form
of Exhibit G, specifying (i) the
requested date of such Conversion, (ii) the Type of Advance to be
Converted, (iii) the requested Interest Period, in the case of a Conversion
into a LIBOR Rate Advance, and (iv) the amount of such Advance to be
Converted and whether such amount comprises part (or all) of the Revolving
Credit Loans. Upon the Administrative Agent's receipt of a Notice of
Continuation/Conversion, the Administrative Agent shall promptly notify each
Lender thereof. Each Conversion shall be in an aggregate amount not less than
$1,000,000 or an integral multiple of $100,000 in excess
thereof.


    
      
         


      

      
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    (d)          Anything
in subsection (b) or (c) above to the contrary notwithstanding,

     

    (i)           if,
at least one Business Day before the date of any requested LIBOR Rate Advance,
the introduction of or any change in or in the interpretation of any law or
regulation (in each case made after the date hereof) makes it unlawful, or any
central bank or other Governmental Authority asserts that it is unlawful, for
any Lender to perform its obligations hereunder to make a LIBOR Rate Advance or
to fund or maintain a LIBOR Rate Advance hereunder (including in the case of a
Continuation or a Conversion), such Lender shall promptly deliver written notice
of such circumstance to the Administrative Agent, and the Administrative Agent
shall promptly deliver such notice to the Borrower, and the right of the
Borrower to select a LIBOR Rate Advance for such Borrowing or any subsequent
Borrowing (including a Continuation or a Conversion) shall be suspended until
the circumstances causing such suspension no longer exist, and any Advance
comprising such requested Borrowing shall be a Base Rate Advance;

     

    (ii)          if,
at least one Business Day before the first day of any Interest Period, the
Administrative Agent is unable to determine the LIBOR Rate for LIBOR Rate
Advances comprising any requested Borrowing, Continuation or Conversion, the
Administrative Agent shall promptly give written notice of such circumstance to
the Borrower, and the right of the Borrower to select or maintain LIBOR Rate
Advances for such Borrowing or any subsequent Borrowing shall be suspended until
the Administrative Agent shall notify the Borrower that the circumstances
causing such suspension no longer exist, and any Advance comprising such
Borrowing shall be a Base Rate Advance;

     

    (iii)         if
any Lender shall, at least one Business Day before the date of any requested
Borrowing or Continuation of, or Conversion into, a LIBOR Rate Advance, notify
the Administrative Agent, which notice the Administrative Agent shall promptly
deliver to the Borrower, that the LIBOR Rate for Advances comprising such
Borrowing, Continuation or Conversion will not adequately reflect the cost to
such Lender of making or funding Advances for such Borrowing, the right of the
Borrower to select LIBOR Rate Advances shall be suspended until such Lender
shall notify the Borrower that the circumstances causing such suspension no
longer exist, and any Advance comprising such Borrowing shall be a Base Rate
Advance;

     

    (iv)        there
shall not be outstanding at any time more than 8 Borrowings which consist of
LIBOR Rate Advances;

     

    (v)         each
Borrowing which consists of LIBOR Rate Advances shall be in an amount equal to
$1,000,000 or a whole multiple of $100,000 in excess thereof;
and


    
      
         


      

      
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    (vi)         if
a Default or Event of Default has occurred and is continuing, no LIBOR Rate
Advances may be borrowed or continued as such and no Base Rate Advance may be
Converted into a LIBOR Rate Advance.

     

    (e)          Each
Notice of Borrowing and Notice of Continuation/Conversion shall be irrevocable
and binding on the Borrower.

     

    (f)           (i) If
the Administrative Agent shall elect to have the terms of this Section 2.3(f) apply to a requested
Borrowing, then, promptly after its receipt of a Notice of Borrowing under Section 2.3(a), the Administrative
Agent shall notify the Lenders in writing (by telecopier or otherwise as
permitted hereunder) of the requested Borrowing. Each Lender shall make the
amount of such Lender's Pro Rata share of the requested Borrowing available to
the Administrative Agent in same day funds, for the account of the Borrower,
prior to 2:00 P.M. (New York time), on the Borrowing Date requested by the
Borrower. The proceeds of such Borrowing will then be made available to the
Borrower by the Administrative Agent wire transferring to the Borrower's Account
the aggregate of the amounts made available to the Administrative Agent by the
Lenders, and in like funds as received by the Administrative Agent by 2:00 P.M.
(New York time), on the requested Borrowing Date.

     

    (ii)          Unless
the Administrative Agent receives contrary written notice prior to the date of
any proposed Borrowing, the Administrative Agent is entitled to assume that each
Lender will make available its Pro Rata share of such Borrowing and, in reliance
upon that assumption, but without any obligation to do so, may advance such Pro
Rata share on behalf of such Lender. If and to the extent that such Lender shall
not have made such amount available to the Administrative Agent, but the
Administrative Agent has made such amount available to the Borrower, such Lender
and the Borrower jointly and severally agree to pay and repay the Administrative
Agent forthwith on demand such corresponding amount and to pay interest thereon,
for each day from the date such amount is transferred by the Administrative
Agent to the Borrower's Account until the date such amount is paid or repaid to
the Administrative Agent, at (A) in the case of the Borrower, the interest rate
applicable at such time to such Loan and (B) in the case of each Lender, for the
period from the date such amount was wire transferred to the Borrower's Account
to (and including) three days after demand therefor by the Administrative Agent
to such Lender, at the Federal Funds Rate and, following such third day, at the
interest rate applicable at such time to such Loan together with all costs and
expenses incurred by the Administrative Agent in connection therewith. If a
Lender shall pay to the Administrative Agent any or all of such amount, such
amount so paid shall constitute a Revolving Credit Loan by such Lender to the
Borrower for purposes of this Agreement.


    
      
         


      

      
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    (g)          If
the Administrative Agent shall elect, in its sole and absolute discretion, to
have the terms of this Section 2.3(g) apply to a requested
Borrowing of Revolving Credit Loans, the Administrative Agent shall make a Loan
in the amount of such requested Borrowing (any such Loan made solely by the
Administrative Agent under this Section 2.3(g) being referred to as an
"Swingline Loan") available to the Borrower in same day funds by wire
transferring such amount to the Borrower's Account by 2:00 P.M. (New York time)
on the requested Borrowing Date. Each Swingline Loan shall be subject to all the
terms and conditions applicable hereunder to the Revolving Credit Loans except
that all payments thereon shall be payable to the Administrative Agent solely
for its own account (and for the account of the holder of any participation
interest with respect to such Swingline Loan, including any Lender purchasing
such participation interest pursuant to the provisions of this
paragraph).  In no event shall the aggregate principal amount of
Swingline Loans outstanding at any one time exceed $10,000,000.  The
Administrative Agent shall not make any Swingline Loan if (i) any one or more of
the conditions precedent specified in Section 5.2 will not be satisfied on
the requested Borrowing Date for the applicable Borrowing. The Swingline Loans
shall be secured by the Collateral, shall constitute Loans and Obligations
hereunder and shall bear interest at the rate in effect from time to time
applicable to the Revolving Credit Loans comprised of Base Rate Advances,
including any increase in such rate that is applicable under Section 4.2. The Administrative Agent
shall notify each Lender in writing of each Swingline Loan as soon as reasonably
practicable.  Upon written demand by the Swingline Lender, each other
Lender shall purchase from the Swingline Lender a participation interest in any
outstanding Swingline Loan in an amount equal to such other Lender's Pro Rate
Share as of the date of such purchase. Each Lender agrees to purchase its Pro
Rata share of each Swingline Loan within one Business Day after such demand
therefor is made by the Swingline Lender, and on such date of purchase an amount
equal to such Lender's Pro Rata Share of the outstanding principal amount of the
Swingline Loan to be purchased by such Lender shall be advanced to the
Administrative Agent and upon receipt of such funds the Administrative Agent
shall transfer such funds to the Swingline Lender. Upon any sale by the
Swingline Lender to any other Lender of a participating interest in any
Swingline Loan pursuant to this paragraph, the Swingline Lender represents and
warrants to such other Lender that the Swingline Lender is the legal and
beneficial owner of the interest being sold by it, free and clear of any liens,
but makes no other representation or warranty. Except for such representation
and warranty, the Swingline Lender shall have no responsibility or liability to
any other Lender with respect to the Swingline Loans or the participation
therein so sold, and no Lender shall have any recourse against the Swingline
Lender with respect to such Swingline Loans or participation therein, except
that the Swingline Lender shall pay to each Lender that purchases a
participation interest in Swingline Loans pursuant to this paragraph such
Lender's Pro Rata share of the payments, if any, actually received by the
Swingline Lender on account of such Swingline Loans. If and to the extent that
any Lender does not so advance the purchase price for such participation
interest as required by this paragraph, such Lender agrees to pay to the
Administrative Agent, for the account of Swingline Lender, on demand, an amount computed
in the same manner as the amount due to the Administrative Agent from a Lender
which has made available funds for loans after the Borrowing Date thereof
pursuant to the next to last sentence of Section 2.3(f).

     

    (h)          Each
Lender's funded portion of any Loan is intended to be equal at all times to such
Lender's Pro Rata share of all outstanding Loans. Notwithstanding such
agreement, the Administrative Agent and the other Lenders agree (which agreement
shall not be for the benefit of or enforceable by the Borrower) that, to
facilitate the administration of this Agreement and the other Loan Documents,
settlement among them as to the Loans and the Swingline Loans shall take place
on a periodic basis in accordance with the following provisions:

     

    (i)           The
Administrative Agent shall request settlement ("Settlement") with the Lenders on
a weekly basis, or on a more frequent basis if so determined by the
Administrative Agent, with respect to (A) each outstanding Swingline Loan and
(B) all payments made by the Borrower on account of the Loans, in each case by
notifying the Lenders of such requested Settlement by telephone, confirmed
immediately in writing (by telecopier or otherwise as permitted hereunder),
prior to 12:00 Noon (New York time) on the date of such requested Settlement
(any such date being a "Settlement Date").


    
      
         


      

      
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    (ii)          Each
Lender shall make the amount of such Lender's Pro Rata share of the outstanding
principal amount of the Swingline Loan with respect to which Settlement is
requested available to the Administrative Agent in same day funds, for itself or
for the account of BofA, prior to 2:00 P.M. (New York time), on the Settlement
Date applicable thereto, regardless of whether the conditions precedent
specified in Section 5.2
have then been satisfied. Such amounts made available to the Administrative
Agent shall be applied against the amounts of the applicable Swingline Loan and,
together with the portion of such Swingline Loan representing BofA's Pro Rata
share thereof, shall constitute Revolving Credit Loans of such Lenders. If any
such amount is not made available to the Administrative Agent by any Lender on
the Settlement Date applicable thereto, the Administrative Agent shall be
entitled to recover such amount on demand from such Lender together with
interest thereon at the Federal Funds Rate for the first three days from and
after such Settlement Date and thereafter at the interest rate then applicable
to Base Rate Advances.

     

    (iii)         Notwithstanding
the foregoing, not more than one Business Day after demand is made by the
Administrative Agent (whether before or after the occurrence of a Default or an
Event of Default), each Lender (other than BofA) shall irrevocably and
unconditionally purchase and receive from the Administrative Agent, without
recourse or warranty, an undivided interest and participation in such Swingline
Loan to the extent of such Lender's Pro Rata share thereof, by paying to the
Administrative Agent, in same day funds, an amount equal to such Lender's Pro
Rata share of such Swingline Loan, regardless of whether the conditions
precedent specified in Section 5.2 have then been satisfied.
If such amount is not made available to the Administrative Agent by any Lender,
the Administrative Agent shall be entitled to recover such amount on demand from
such Lender together with interest thereon at the Federal Funds Rate for the
first three days from and after such demand and thereafter at the interest rate
then applicable to the Revolving Credit Loans for Base Rate Advances, including
any increase in such rate that is applicable under Section 4.2.

     

    (iv)        From
and after the date, if any, on which any Lender purchases an undivided interest
and participation in an Swingline Loan under clause (iii) above, the
Administrative Agent shall promptly distribute to such Lender such Lender's Pro
Rata share of all payments of principal and interest received by the
Administrative Agent in respect of such Swingline Loan.

     

    SECTION
2.4 Use of
Proceeds. The
proceeds of the Revolving Credit Loans shall be used by the Borrower for working
capital, capital expenditures, and other lawful corporate purposes and to issue
standby or commercial letters of credit.


    
      
         


      

      
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      SECTION
2.5 Maximum
Amount of the Facility; Mandatory Prepayments; Optional
Prepayments.

       

    

    (a)          In
no event shall the sum of (i) the aggregate outstanding principal balances
of the Revolving Credit Loans exceed the Borrowing Base or (ii) the
aggregate outstanding principal balances of the Revolving Credit Loan plus the
L/C Obligations exceed the Maximum Amount of the Facility minus the Availability
Block.

     

    (b)          The
outstanding principal amounts with respect to the Revolving Credit Loans
shall be repaid as follows:

     

    (i)           Any
portion of the Revolving Credit Loans consisting of the principal amount of Base
Rate Advances shall be paid by the Borrower to the Administrative Agent, for the
Pro Rata benefit of Lenders (or, in the case of Swingline Loans,
for the sole benefit of BofA) unless timely converted to a LIBOR Rate
Advance in accordance with this Agreement, immediately upon (a) each
receipt by the Administrative Agent, any Lender or Borrower of any proceeds
of any of the Receivables or Inventory, to the extent of such proceeds,
(b) the Expiration Date, and (c) in the case of Swingline Loans,
the earlier of BofA's demand for payment or on each Settlement Date with
respect to all Swingline Loans outstanding on such date.

     

    (ii)          Any
portion of the Revolving Credit Loans consisting of the principal amount of
LIBOR Rate Advances shall be paid by the Borrower to the Administrative Agent,
for the Pro Rata benefit of Lenders, unless continued as a LIBOR Rate Advance in
accordance with the terms of this Agreement, immediately upon (a) the last
day of the Interest Period applicable thereto and (b) the Expiration
Date.  In no event shall the Borrower be authorized to make a
voluntary prepayment with respect to any Revolving Credit Loan outstanding as a
LIBOR Rate Advance prior to the last day of the Interest Period applicable
thereto unless otherwise agreed in writing by the Administrative Agent or the
Borrower is otherwise expressly authorized or required by any other provision of
this Agreement to pay any LIBOR Rate Advance outstanding on a date other
than the last day of the Interest Period applicable
thereto.  Notwithstanding the foregoing provisions of this Section 2.5(a), if, on
any date that the Administrative Agent receives proceeds of any of the
Receivables or Inventory, there are no Revolving Credit Loans outstanding as
Base Rate Advances, the Administrative Agent may either hold such proceeds as
cash security for the timely payment of the Obligations or apply such proceeds
to any outstanding Revolving Credit Loans bearing interest as LIBOR Rate
Advances as the same become due and payable (whether at the end of the
applicable Interest Periods or on the Expiration Date).

     

    (iii)         If
for any reason (other than default by a Lender) (a) any Borrowing of, or
conversion to or continuation of, a LIBOR Rate Advance does not occur on the
date specified therefor in a Notice of Borrowing or Notice of
Conversion/Continuation (whether or not withdrawn), (b) any repayment or
conversion of a LIBOR Rate Advance occurs on a day other than the end of its
Interest Period, or (c) the Borrower fails to repay a LIBOR Rate Advance when
required hereunder, then the Borrower shall pay to the Administrative Agent to
each Lender all reasonable out-of-pocket losses and expenses that it sustains in
each case with respect to such Interest Period as a consequence thereof,
including any loss or expense arising from liquidation or redeployment of funds
or from fees payable to terminate deposits of matching funds.  Lenders
shall not be required to purchase Dollar deposits in the London interbank market
or any other offshore Dollar market to fund any LIBOR Rate Advance, but the
provisions hereof shall be deemed to apply as if each Lender had purchased such
deposits to fund its LIBOR Rate Advances.


    
      
         


      

      
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    (iv)        Notwithstanding
anything to the contrary contained elsewhere in this Agreement, if an
Overadvance shall exist, the Borrower shall, on the sooner to occur of the first
Business Day after the Borrower has obtained knowledge thereof or the
Administrative Agent's demand, repay the outstanding Revolving Credit Loans that
are Base Rate Advances in an amount sufficient to reduce the aggregate unpaid
principal amount of all Revolving Credit Loans by an amount equal to such
excess; and, if such payment of Base Rate Advances is not sufficient to
eliminate the Overadvance, then the Borrower shall immediately deposit with the
Administrative Agent, for the Pro Rata benefit of Lenders, for application
to any outstanding Revolving Credit Loans bearing interest as LIBOR Rate
Advances as the same become due and payable (whether at the end of the
applicable Interest Periods or on the Expiration Date) cash in an amount
sufficient to eliminate such Overadvance, and the Administrative Agent may
(a) hold such deposit as cash security pending disbursement of same to
Lenders for application to the Obligations, which disbursement shall be made, or
(b) if an Event of Default exists, immediately apply such proceeds to the
payment of the Obligations, including the Revolving Credit Loans
outstanding as LIBOR Rate Advances (in which event the Borrower shall also pay
to the Administrative Agent for the Pro Rata benefit of Lenders any amounts
required by Section 2.5(b)(iii) to be
paid by reason of the prepayment of a LIBOR Rate Advance prior to the last day
of the Interest Period applicable thereto).

     

    (c)          The
entire outstanding principal amount of the Loans, together with all accrued and
unpaid interest thereon and all fees, costs and expenses payable by the Borrower
hereunder, shall become due and payable on the Expiration Date.

     

    (d)          The
Borrower may prepay any or all of the Loans, without penalty or premium, except
as expressly provided in this Section 2.5.

     

    SECTION
2.6 Maintenance of
Loan Account; Statements of Account. The
Administrative Agent shall maintain an account on its books in the name of the
Borrower (the "Loan Account") in which the Borrower will be charged with all
Loans and Advances made by each Lender to the Borrower or for the Borrower's
account, including the Revolving Credit Loans, the Swingline Loans, interest,
fees, expenses and any other Obligations. The Loan Account will be credited with
all amounts received by the Administrative Agent from the Borrower or for the
Borrower's account, including, as set forth below, all amounts received from the
Blocked Account Banks. The Administrative Agent shall send the Borrower a
monthly statement reflecting the activity in the Loan Account. Each such
statement shall be an account stated and shall be final, conclusive and binding
on the Borrower, absent error.

     

    SECTION
2.7 Maintenance of
Dominion Account and Concentration Account; Collection of
Receivables.

     

    (a)           (i) The
Borrower shall establish and maintain a Dominion Account pursuant to a lockbox
or other arrangement reasonably acceptable to the Administrative Agent with BofA
or such other bank as may be selected by the Borrower and be reasonably
acceptable to the Administrative Agent.  Such Dominion Accounts and
lockbox arrangements shall provide for full dominion and control of the
Borrower's cash deposited into all Dominion Accounts, except as otherwise
provided in Section 2.7(a)(iii).  The
Borrower shall issue to each such lockbox bank an irrevocable letter of
instruction directing such bank to deposit all payments or other remittances
received in the lockbox to the Dominion Account.


    
      
         


      

      
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    (ii)          The
Borrower shall enter into agreements, in form reasonably satisfactory to the
Administrative Agent, with each bank at which a Dominion Account is maintained
by which such bank shall transfer to the Concentration Account each Payment Item
and monies deposited to the Dominion Account not later than the next Business
Day following the Business Day on which such Payment Item becomes good
funds.

     

    (iii)         The
Borrower shall enter into agreements, in form reasonably satisfactory to the
Administrative Agent (it being agreed that any agreement substantially in the
form of any agreement with any bank at which a Dominion Account is delivered to
the Administrative Agent on or about the Closing Date hereunder is reasonably
satisfactory) with each bank at which a Dominion Account or a Concentration
Account is maintained pursuant to which (a) prior to such bank's receipt of
a Cash Dominion Notice, such bank shall remit all funds deposited into such
Dominion Account or Concentration Account pursuant to the instructions of the
Borrower, (b) after such bank's receipt of a Cash Dominion Notice prior to
its subsequent receipt of a Cash Dominion  Termination Notice, such
bank shall immediately, and without further consent of or notice to the
Borrower, transfer to the Concentration Account all monies deposited to such
Dominion Account or Concentration Account until delivery of further notice by
the Administrative Agent, and (c) upon its receipt of a Cash Dominion
Termination Notice issued by the Administrative Agent after the Administrative
Agent's issuance of a Cash Dominion Notice, such bank shall resume remittance of
all funds deposited into such Dominion Account or Concentration Account pursuant
to the instructions of the Borrower until such time (if ever) as such bank shall
receive from the Administrative Agent a subsequent Cash Dominion
Notice.  The Administrative Agent agrees promptly to give to such bank
a Cash Dominion Termination Notice as soon as practicable after the cessation of
a Cash Dominion Period and agrees not to issue a Cash Dominion Notice except
during a Cash Dominion Period.

     

    (iv)        All
balances in each Dominion Account and Concentration Account shall be subject to
the Administrative Agent's Lien.  The Borrower shall obtain the
agreement (in favor of and in form and content satisfactory to the
Administrative Agent and Lenders) by each bank at which a Dominion Account or
Concentration Account is maintained to waive any offset rights against the funds
deposited into such Dominion Account or Concentration Account, except offset
rights in respect of charges incurred in the administration of such Dominion
Account or Concentration Account. Neither the Administrative Agent nor Lenders
assume any responsibility to the Borrower for such lockbox arrangement or
Dominion Account or Concentration Account, including any claim of accord and
satisfaction or release with respect to deposits accepted by any bank
thereunder.


    
      
         


      

      
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    (b)          To
expedite collection of Receivables, the Borrower shall use commercially
reasonable efforts to keep in full force and effect any supporting obligation or
collateral security relating to each such Receivables.  The Borrower
shall (i) request in writing and otherwise take such reasonable steps to
ensure that all Account Debtors forward payment directly to such Dominion
Account (or lockboxes related to the Dominion Account), and (ii) during a
Cash Dominion Period deposit or cause to be deposited promptly, and in any event
no later than the first Business Day after the date of receipt thereof, all
cash, checks, drafts or other similar items of payment relating to or
constituting payments made in respect of any and all Collateral (whether or not
otherwise delivered to a lockbox) into the Dominion Account.  All
Payment Items received by the Borrower in respect of its Receivables, together
with the proceeds of any other Collateral, shall be held by the Borrower as
trustee of an express trust for the Administrative Agent's and Lenders' benefit;
the Borrower shall promptly deposit same in kind in the Dominion Account; and
the Administrative Agent may remit such proceeds to Lenders for application to
the Obligations in the manner authorized by this Agreement.  The
Administrative Agent retains the right at all times that an Event of Default
exists to notify Account Debtors of any the Borrower that Receivables have been
assigned to the Administrative Agent, to collect Receivables directly in its own
name (and, in connection therewith, and to charge to the Borrower the collection
costs and expenses incurred by the Administrative Agent, including reasonable
attorneys' fees).  At any time an Event of Default exists, the
Administrative Agent shall have the right to settle or adjust all disputes and
claims directly with the Account Debtor and to compromise the amount or extend
the time for payment of any Receivables upon such terms and conditions as the
Administrative Agent may deem advisable, and to charge the deficiencies, costs
and expenses thereof, including attorneys' fees, to the Borrower.

     

    SECTION
2.8 Term.

     

    (a)          Term. Subject to each
Lender's right to cease making Loans and other extensions of credit to the
Borrower when any Default or Event of Default exists or upon termination of the
Commitments as provided in Section 2.8(b)(ii), the
Commitments shall be in effect for a period (the "Term") commencing on the date
hereof and continuing until the close of business on June 15, 2011, unless
sooner terminated as provided in Section 2.8(b).

     

    (b)          Termination by the
Administrative Agent.  The Administrative Agent may (and upon
the direction of the Required Lenders, shall) terminate the Commitments without
notice at any time that an Event of Default exists; provided, however, that the
Commitments shall automatically terminate as provided in Section 8.2(b).

     

    (c)          Termination by
Borrower.  Upon at least ten days prior written notice to the
Administrative Agent, the Borrower may, at its option, terminate the
Commitments; provided, however, no such
termination by the Borrower shall be effective until Full Payment of the
Obligations.  Any notice of termination given by the Borrower shall be
irrevocable unless the Administrative Agent otherwise agrees in
writing.  Within three Business Days after such notice is given, the
Administrative Agent shall furnish to the Borrower a pay-off statement with
respect to the Obligations detailing the amounts of each category of the
Obligations, interest and fees, in each case as of the effective date of the
termination of Commitments, subject to adjustment on the effective date of
termination of the Commitments to reflect changes in the Obligations to such
date.  The Borrower may elect to terminate the Commitments in their
entirety only, provided that nothing contained herein shall affect the
Borrower's right to voluntarily reduce the Commitments as provided in Section 2.1(e).  No
section of this Agreement or Type of Loan available hereunder may be terminated
by the Borrower singly.


    
      
         


      

      
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    (d)          Effect of
Termination.  On the effective date of termination of the
Commitments by the Administrative Agent or by Borrower, all of the Obligations
shall be immediately due and payable, Lenders shall have no obligation to make
any Loans, the Issuing Bank shall have no obligation to issue any Letters of
Credit, and none of the undertakings, agreements, covenants, warranties and
representations of the Borrower contained in the Loan Documents (other than
as set forth in the next-to-last sentence of this Section) shall survive any
such termination, provided that the Administrative Agent shall retain its Liens
in the Collateral and all of its rights and remedies under the Loan
Documents notwithstanding such termination until Full Payment of the
Obligations.  In addition, all confidentiality obligations of the
parties hereto and all participants shall survive any such
termination.  Notwithstanding the foregoing, all obligations of the
Borrower to indemnify the Administrative Agent or any Lender pursuant to this
Agreement or any of the other Loan Documents, shall in all events survive
any termination of the Commitments and Full Payment of the
Obligations.  Concurrently with the Full Payment of the Obligations,
the Administrative Agent shall deliver to the Borrower all UCC-3 termination
statements and any Collateral physically held by the Administrative Agent,
together with such other documents as shall reasonably be requested by the
Borrower to reflect and evidence the termination and release of all of the Liens
securing the Obligations and the Full Payment of the Obligations.

     

    SECTION
2.9 Payment
Procedures.

     

    (a)          The
Borrower hereby authorizes the Administrative Agent to charge the Loan Account
with the amount of all principal, interest, fees, expenses and other payments to
be made hereunder and under the other Loan Documents. The Administrative Agent
may, but shall not be obligated to, discharge the Borrower's payment obligations
hereunder by so charging the Loan Account.

     

    (b)          Each
payment by the Borrower on account of principal, interest, fees or expenses
hereunder shall be made to the Administrative Agent for the benefit of the
Administrative Agent and the Lenders according to the their respective rights
thereto. All payments to be made by the Borrower hereunder and under the Notes,
whether on account of principal, interest, fees or otherwise, shall be made
without setoff, deduction or counterclaim and shall be made prior to 2:00 P.M.
(New York time) on the due date thereof to the Administrative Agent, for the
account of the Lenders according to their Pro Rata shares (except as expressly
otherwise provided), in immediately available funds. Any payment after such time
shall be deemed made on the next Business Day.  Borrower may, at the
time of payment, specify to the Administrative Agent the Obligations to which
such payment is to be applied, but the Administrative Agent shall in all events
retain the right to apply such payment in such manner as the Administrative
Agent, is permitted to direct pursuant  to the provisions of this
Agreement.  Except for payments which are expressly provided to be
made (i) for the account of the Administrative Agent only or (ii) under the
settlement provisions of Section 2.3(i), the Administrative
Agent shall distribute all payments to the Lenders on the Business Day following
receipt in like funds as received. Notwithstanding anything to the contrary
contained in this Agreement, if a Lender exercises its right of setoff under
Section 10.3 or otherwise, any amounts
so recovered shall promptly be shared by such Lender with the other Lenders
according to their respective Pro Rata shares.


    
      
         


      

      
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    (c)          Whenever
any payment to be made hereunder shall be stated to be due on a day that is not
a Business Day, the payment may be made on the next succeeding Business Day
(except as specified in clause (ii) of the definition of Interest Period) and
such extension of time shall be included in the computation of the amount of
interest due hereunder.

     

    (d)          At
any time that an Event of Default exists or the Administrative Agent receives a
payment or Collateral proceeds in an amount that is insufficient to pay all
amounts then due and payable to the Administrative Agent and Lenders, all monies
to be applied to the Obligations, whether such monies represent
voluntary or mandatory payments or prepayments by one or more the Borrower or
are received pursuant to demand for payment or realized from any disposition of
Collateral and irrespective of any designation by Borrower of the Obligations
that are intended to be satisfied, shall be allocated among the Administrative
Agent and such of the Lenders as are entitled thereto (and, with
respect to monies allocated to Lenders, on a Pro Rata basis unless otherwise
provided herein):  (i) first, to the
Administrative Agent to pay the amount of Extraordinary Expenses that have
not been reimbursed to the Administrative Agent by Borrower or Lenders, together
with interest accrued thereon at the rate applicable to Revolving Credit Loans
that are Base Rate Advances, until Full Payment of all such Obligations;
(ii) second, to the
Administrative Agent to pay principal and accrued interest on any portion of the
Revolving Credit Loans which the Administrative Agent may have advanced on
behalf of any Lender and for which the Administrative Agent has not been
reimbursed by such Lender or Borrower, until Full Payment of all such
Obligations; (iii) third, to BofA to pay
the principal and accrued interest on any portion of the Swingline Loans
outstanding, to be shared with Lenders that have acquired and paid for a
participating interest in such Swingline Loans, until Full Payment of all such
Obligations; (iv) fourth, to the extent
that Issuing Bank has not received from any Participating Lender a payment as
required by Section 2.2, to Issuing
Bank to pay all such required payments from each Participating Lender,
until Full Payment of all such Obligations; (v) fifth, to the
Administrative Agent to pay any Claims that have not been paid pursuant to any
indemnity of the Agent Indemnitees by the Borrower, or to pay amounts owing by
Lenders to the Agent Indemnitees pursuant to Section 9.6, in each case
together with interest accrued thereon at the rate applicable to Revolving
Credit Loans that are Base Rate Advances, until Full Payment of all such
Obligations; (vi) sixth, to the
Administrative Agent to pay any fees due and payable to the Administrative
Agent, until Full Payment of all such Obligations; (vii) seventh, to each
Lender, ratably, for any Claims that such Lender has paid to the Agent
Indemnitees pursuant to its indemnity of the Agent Indemnitees and any
Extraordinary Expenses that such Lender has reimbursed to the Administrative
Agent or such Lender has incurred, to the extent that such Lender has not been
reimbursed by the Borrower therefor, until Full Payment of all such Obligations;
(viii) eighth, to Issuing
Bank to pay principal and interest with respect to LC Obligations (or to the
extent any of the LC Obligations are contingent and an Event of Default then
exists, deposited in the Cash Collateral Account to Cash Collateralize the LC
Obligations), which payment shall be shared with the Participating Lenders in
accordance with Section 2.2, until Full
Payment of all such Obligations; (ix) ninth, to Lenders
in payment of the unpaid principal and accrued interest in respect of
the Loans and other Obligations (excluding Banking Relationship
Indebtedness) then outstanding, in such order of application as shall be
designated by the Administrative Agent (acting at the direction or with the
consent of the Required Lenders), until Full Payment of all such Obligations;
and (x) tenth, to BofA or any
Lender or any Affiliate of BofA or of any Lender in payment of any Banking
Relationship Indebtedness owed to such Person and secured by the Collateral
hereunder, until Full Payment of all such Obligations.  The
allocations set forth in this Section 2.9(d) are solely
to determine the rights and priorities of the Administrative Agent and Lenders
as among themselves and may be changed by the Administrative Agent and Lenders
without notice to or the consent or approval of the Borrower or any other
Person.


    
      
         


      

      
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    (e)          The
Administrative Agent shall not be liable for any allocation or distribution of
payments made by it in good faith and, if any such allocation or distribution is
subsequently determined to have been made in error, the sole recourse of any
Lender to which payment was due but not made shall be to recover from the other
Lenders any payment in excess of the amount to which such other Lenders are
determined to be entitled (and such other Lenders hereby agree to return to such
Lender any such erroneous payments received by them).

     

    (f)          
The Borrower irrevocably waives the right to direct the application of any
payments or Collateral proceeds, and agrees that the Administrative Agent shall
have the continuing, exclusive right to apply and reapply same against the
Obligations, in such manner as the Administrative Agent deems advisable,
notwithstanding any entry by the Administrative Agent in its records; provided, however, that any
payments or proceeds of Collateral received by the Administrative Agent on any
date that an Event of Default does not exist shall be applied in accordance with
any provisions of this Agreement that govern the application of such payment or
proceeds.  If, as a result of the Administrative Agent's receipt of
Payment Items or proceeds of Collateral, a credit balance exists, the balance
shall not accrue interest in favor of the Borrower and shall be made available
to the Borrower as long as no Default or Event of Default exists.

     

    SECTION
2.10        Defaulting
Lenders. If a
Lender (a "Defaulting Lender") fails to make any payment to the Administrative
Agent that is required hereunder, the Administrative Agent may (but shall not be
required to), in its discretion, retain payments that would otherwise be made to
such Defaulting Lender hereunder, apply the payments to such Lender's defaulted
obligations or readvance the funds to the Borrower in accordance with this
Agreement.  The failure of any Lender to fund a Loan or to make a
payment in respect of a LC Obligation shall not relieve any
other Lender of its obligations hereunder, and no Lender shall be responsible
for default by another Lender.  Lenders and the Administrative Agent
agree (which agreement is solely among them, and not for the benefit of or
enforceable by the Borrower) that, solely for purposes of determining a
Defaulting Lender's right to vote on matters relating to the Loan Documents and
to share in payments, fees and Collateral proceeds thereunder, a Defaulting
Lender shall not be deemed to be a "Lender" until all its defaulted obligations
have been cured.

     

    SECTION
2.11        Notices. The
Borrower authorizes the Administrative Agent and Lenders to extend, convert or
continue Loans, effect selections of interest rates, and transfer funds to or on
behalf of the Borrower based on telephonic or e-mailed
instructions.  The Borrower shall confirm each such request by prompt
delivery to the Administrative Agent of a Notice of Borrowing or Notice of
Conversion/Continuation, if applicable, but if it differs in any material
respect from the action taken by the Administrative Agent or Lenders, the
records of the Administrative Agent and Lenders shall govern.  Neither
the Administrative Agent nor any Lender shall have any liability for any loss
suffered by the Borrower as a result of the Administrative Agent or any Lender
acting upon its understanding of telephonic or e-mailed instructions from a
person believed in good faith by the Administrative Agent or any Lender to be a
person authorized to give such instructions on the Borrower's
behalf.


    
      
         


      

      
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    ARTICLE
III

    SECURITY

     

    SECTION
3.1 General. To
secure the prompt and complete payment and performance when due (whether at
stated maturity, by acceleration or otherwise) of all of the Obligations, the
Borrower hereby grants to the Administrative Agent for the Pro Rata benefit of
the Lenders a Lien on all of its right, title and interest in and to the
Collateral, wherever located, whether now owned or hereafter acquired, and all
additions and accessions thereto and substitutions and replacements therefor and
improvements thereon, and all proceeds (whether in the form of cash or other
property) and products thereof, including all proceeds of insurance covering the
same and all tort claims in connection therewith.  The Borrower hereby
authorizes the Administrative Agent to take any and all such action as the
Administrative Agent deems appropriate, at the Borrower’s expense, to cause any
and all Secured Bank Products to be secured by the Collateral and to advise the
Lenders that such Secured Bank Products are Obligations
hereunder.  Notwithstanding anything to the contrary contained herein,
none of the restrictions or limitations imposed upon the Borrower's use or
disposition of the Collateral or any proceeds thereof contained in this
Agreement shall apply to the Intercompany Loan Collateral or any proceeds
thereof, other than at any time that an Event of Default exists; provided that
no Liens other than Permitted Liens shall be permitted to be granted by the
Borrower with respect to the Intercompany Loan Collateral but any transferee of
Borrower's interest in the Intercompany Loan Collateral may grant Liens thereon
at any time.

     

    SECTION
3.2 Recourse to
Security.
Recourse to security shall not be required for any Obligation hereunder and the
Borrower hereby waives any requirement that the Administrative Agent or the
Lenders exhaust any right or take any action against any of the Collateral
before proceeding to enforce the Obligations against the Borrower.

     

    SECTION
3.3 Special Provisions
Relating to Inventory.

     

    (a)          All Inventory. The
Lien in the Inventory granted to the Administrative Agent hereunder shall
continue through all steps of manufacture and sale and attach without further
act to raw materials, work in process, finished goods, returned goods, documents
of title and warehouse receipts, and to proceeds resulting from the sale or
other disposition of such Inventory. Until all of the Obligations have been
satisfied and the Commitments have been terminated, the Administrative Agent's
Lien in such Inventory and in all proceeds thereof shall continue in full force
and effect and, if an Event of Default is continuing, the Administrative Agent
shall have the right to take physical possession of such Inventory and to
maintain it on the premises of the Borrower, in a public warehouse, or at such
other place as the Administrative Agent may deem appropriate. If the
Administrative Agent exercises such right to take possession of such Inventory,
the Borrower will, upon demand, and at the Borrower's cost and expense, assemble
such Inventory and make it available to the Administrative Agent at a place or
places convenient to the Administrative Agent.


    
      
         


      

      
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    (b)          Further Assurances.
The Borrower will, upon the Administrative Agent's request, perform any and all
steps that are necessary to perfect the Administrative Agent's Liens in the
Collateral including placing and maintaining signs, executing and filing
financing or continuation statements in form and substance satisfactory to the
Administrative Agent, maintaining stock records and conducting lien searches. In
each case, the Borrower shall take such action as promptly as possible after
requested by the Administrative Agent but in any event within five Business Days
after any such request is made except that the Borrower shall take such action
immediately upon the Administrative Agent's request following the occurrence of
an Event of Default. If the Borrower's Inventory is in the possession or control
of any Person other than a purchaser in the Ordinary Course of Business or a
public warehouseman where the warehouse receipt is in the name of or held by the
Administrative Agent, the Borrower shall notify such Person of the
Administrative Agent's Lien therein and, upon request, instruct such Person to
acknowledge in writing its agreement to hold all such Inventory for the benefit
of the Administrative Agent and subject to the Administrative Agent's
instructions. If so requested by the Administrative Agent, the Borrower (as
promptly as possible after requested by the Administrative Agent but in any
event within five Business Days after any such request is made) will deliver (i)
to the Administrative Agent warehouse receipts covering any of the Borrower's
Inventory located in warehouses showing the Administrative Agent as the
beneficiary thereof and (ii) to the warehouseman such agreements relating to the
release of warehouse Inventory as the Administrative Agent may request. If so
requested by the Administrative Agent, the Borrower shall execute and deliver to
the Administrative Agent a confirmatory written instrument, in form and
substance satisfactory to the Administrative Agent, listing all its Inventory,
but any failure to execute or deliver the same shall not limit or otherwise
affect the Administrative Agent's Lien in and to such Inventory.

     

    (c)          Inventory Records.
The Borrower shall maintain full, accurate and complete records of its Inventory
describing the kind, type and quantity of such Inventory and the Borrower's cost
therefor, withdrawals therefrom and additions thereto.

     

    SECTION
3.4 Special Provisions
Relating to Receivables.

     

    (a)          Invoices, Etc. If an
Event of Default is continuing, on the Administrative Agent's request therefor,
the Borrower shall furnish to the Administrative Agent (i) the originals of all
promissory notes and other instruments in favor of the Borrower, (ii) copies of
invoices to customers and shipping and delivery receipts or warehouse receipts
thereof, (iii) the originals of all letters of credit in its favor, (iv) such
endorsements or assignments related to such letters of credit, notes, and
instruments as the Administrative Agent may reasonably request and (v) the
written consent of the issuer of any letter of credit to the assignment of the
proceeds of such letter of credit by the Borrower to the Administrative
Agent.

     

    (b)          Records, Collections,
Etc.  The Borrower shall notify the Administrative Agent of all
returns and of all claims asserted with respect to merchandise, in each case
with a value in excess of $5,000,000. The Borrower shall promptly report to the
Administrative Agent each such return, providing the Administrative Agent with a
description of the returned item.  If an Event of Default is
continuing, the Borrower shall not, without the Administrative Agent's prior
written consent, settle or adjust any dispute or claim, or grant any discount
(except ordinary trade discounts), credit or allowance or accept any return of
merchandise, except in the ordinary course of its business.  The
Administrative Agent may (i) settle or adjust disputes or claims directly with
Account Debtors for amounts and upon terms which it considers advisable and (ii)
notify Account Debtors on the Borrower's Receivables that such Receivables have
been assigned to the Administrative Agent, and that payments in respect thereof
shall be made directly to the Administrative Agent.


    
      
         


      

      
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    (c)          Receivables.  The
Administrative Agent may rely, in determining which Receivables are Eligible
Receivables, on all statements and representations made by the Borrower
with respect to any Receivable and that all Eligible Receivables meet the
criteria therefor set forth in the definition of "Eligible Receivables" except
to the extent that any such criteria is determined by the discretion of the
Administrative Agent.

     

    SECTION
3.5 Continuation of
Liens, Etc. The
Borrower shall defend the Collateral against all claims and demands of all
Persons at any time claiming any interest therein, other than claims relating to
Permitted Liens. The Borrower agrees to comply with the requirements of all
state and federal laws to grant to the Administrative Agent valid and perfected
first priority Liens in the Collateral, subject only to Permitted Liens. The
Administrative Agent is hereby authorized by the Borrower, during the
continuance of an Event of Default, to sign the Borrower's name on any document
or instrument as may be necessary or desirable to establish and maintain the
Liens covering the Collateral and the priority and continued perfection thereof
or file any financing or continuation statements or similar documents or
instruments covering the Collateral whether or not the Borrower's signature
appears thereon. The Borrower agrees, from time to time, at the Administrative
Agent's request, to file notices of Liens, financing statements, similar
documents or instruments, and amendments, renewals and continuations thereof,
and cooperate with the Administrative Agent's representatives, in connection
with the continued perfection (and the priority status thereof) and protection
of the Collateral and the Administrative Agent's Liens thereon.  The
Borrower shall promptly notify the Administrative Agent in writing if, after the
Closing Date, Borrower obtains any interest in any Collateral consisting of
chattel paper, documents, instruments, intellectual property, investment
property or letter of credit rights, in each case having a value in excess of
$5,000,000, and, upon the Administrative Agent's request, shall promptly execute
such documents and take such actions as the Administrative Agent deems
appropriate to effect the Administrative Agent's duly perfected, first priority
Lien upon such Collateral, including obtaining any appropriate possession,
control agreement or Collateral Access Agreement.

     

    SECTION
3.6 Power of
Attorney. In
addition to all of the powers granted to the Administrative Agent in this
Article III, the Borrower hereby appoints and constitutes the Administrative
Agent as the Borrower's attorney-in-fact to sign the Borrower's name on any of
the documents, instruments and other items described in Section 3.5, to make any filings under
the UCC covering any of the Collateral, and to request at any time from
customers indebted on its Receivables verification of information concerning
such Receivables and the amount owing thereon (provided that any verification
prior to an Event of Default shall not contain the Administrative Agent's name),
and, during the continuance of an Event of Default, (i) to convey any item of
Collateral to any purchaser thereof and (ii) to make any payment or take any act
necessary or desirable to protect or preserve any Collateral. The Administrative
Agent's authority hereunder shall include the authority to execute and give
receipt for any certificate of ownership or any document, to transfer title to
any item of Collateral and to take any other actions arising from or incident to
the powers granted to the Administrative Agent under this Agreement. This power
of attorney is coupled with an interest and is irrevocable, provided that it
shall terminate upon the payment and satisfaction of all Obligations in full and
the termination of the Commitments.


    
      
         


      

      
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    SECTION
3.7 Release of
Collateral.  Notwithstanding
anything to the contrary contained in this Agreement or the Loan Documents, at
any time and from time to time, so long as a Default or an Event of Default is
not continuing hereunder, the Administrative Agent shall take such actions as
may be reasonably requested by the Borrower in order to release all or any
portion of the Collateral from the Lien and security interest referred to in
this Agreement; provided, however, that in no event shall such Collateral be
released from the Lien and security interest hereunder if immediately after such
release an Overadvance exists or would occur as a result thereof.

     

    ARTICLE
IV

    INTEREST,
FEES AND EXPENSES

     

    SECTION
4.1 Interest. The
Borrower shall pay to the Administrative Agent, for the Pro Rata benefit of the
Lenders, interest on the Advances, payable monthly in arrears on the first day
of each month, commencing with the month immediately following the Closing Date,
and on the Expiration Date.

     

    SECTION
4.2 Interest After
Event of Default. From
the date of occurrence of any Event of Default until the earlier of the date
upon which (i) all Obligations shall have been paid and satisfied in full or
(ii) such Event of Default shall have been cured or waived, interest on the
Obligations shall be payable on demand at a rate per annum (the "Default Rate")
equal to the rate that would be otherwise applicable thereto under Section 4.1 plus an additional two
percent (2%).

     

    SECTION
4.3 The Administrative
Agent's and Closing Fees. The
Borrower shall pay to the Administrative Agent, for its own account, the fees
specified in the Fee Letter.

     

    SECTION
4.4 Unused Line Fee
and LC Facility Fees.

     

    (a)          The
Borrower shall pay to the Administrative Agent for the Pro Rata benefit of the
Lenders on the first day of each month, commencing with the month immediately
following the Closing Date, and on the Expiration Date, in arrears, an unused
line fee (the "Unused Line Fee") equal to the Applicable Margin for the Unused
Line Fee times the amount that equals the difference if positive, between (i)
the Maximum Amount of the Facility  and (ii) the average daily
aggregate outstanding amount of the Loans and the L/C Obligations.

     

    (b)          The
Borrower shall pay (a) to the Administrative Agent, for the Pro Rata benefit of
Lenders, a fee equal to the Applicable Margin in effect for LIBOR Rate Advances
times the average daily stated amount of Letters of Credit, which fee shall be
payable monthly in arrears, on the first day of each month; (b) to the
Administrative Agent, for its own account, a fronting fee equal to 0.125% times
the average daily stated amount of Letters of Credit, which fee shall be payable
monthly in arrears on the first day of each month, and shall be payable on any
increase in stated amount made between any such dates; and (c) to Issuing Bank,
for its own account, all customary charges associated with the issuance,
amending, negotiating, payment, processing, transfer and administration of
Letters of Credit, which charges shall be paid as and when
incurred.


    
      
         


      

      
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    SECTION
4.5 Calculations.  All
interest, as well as fees and other charges calculated on a per annum basis,
shall be computed for the actual days elapsed, based on a year of 360
days.  Each determination by the Administrative Agent of any interest,
fees or interest rate hereunder shall be final, conclusive and binding for all
purposes, absent error.  All fees shall be fully earned when due and
shall not be subject to rebate or refund, nor subject to proration except as
specifically provided herein.  All fees payable under Sections 4.3 and 4.4 are compensation for
services and are not, and shall not be deemed to be, interest or any other
charge for the use, forbearance or detention of money.  A certificate
as to amounts payable by the Borrower under Section 4.6 or 4.7, submitted to the
Borrower by the Administrative Agent or the affected Lender, as applicable,
shall be final, conclusive and binding for all purposes, absent
error.

     

    SECTION
4.6 Indemnification in
Certain Events.  If,
after the Closing Date, (i) any change in or in the interpretation of any
law or regulation is made including with respect to reserve requirements,
applicable to any Lender, (ii) any Lender is required to comply with, and
complies, with any future guideline from any central bank or other Governmental
Authority or (iii) there is enacted or adopted any Applicable Law, rule or
regulation regarding capital adequacy, or there is any change therein after the
Closing Date, or there is any change after the Closing Date in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof has or would have the effect described below, or any Lender complies
with any request or directive made after the Closing Date regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, and in the case of any event set forth in this clause
(iii), such adoption, change or compliance has or would have the direct or
indirect effect of reducing the rate of return on such Lender's capital as a
consequence of its obligations hereunder to a level below that which such Lender
could have achieved but for such adoption, change or compliance (taking into
consideration such Lender's policies as the case may be with respect to capital
adequacy) by an amount deemed by such Lender to be material, and any of the
foregoing events described in clauses (i), (ii) and (iii) increases the cost to
such Lender of funding or maintaining the Loans, or reduces the amount
receivable in respect thereof by such Lender, then the Borrower shall, upon
demand by the Administrative Agent, pay to the Administrative Agent for the
benefit of such Lender additional amounts sufficient to indemnify such Lender
against such increase in cost or reduction in amount receivable. Each Lender
agrees that, if it becomes aware of the occurrence of any such event or
condition that would cause it to incur any material increased cost to fund or
maintain the Loans or that would reduce the amount receivable in respect thereof
in any material respect, it will notify the Administrative Agent (and the
Administrative Agent will notify the Borrower) as promptly as practicable of
such event or condition and will use its reasonable efforts to make, fund or
maintain the affected Loans of such Lender in a manner such that the additional
amounts which would otherwise be required to be paid hereunder would be
materially reduced, in each case so long as, in such Lender's reasonable
discretion, the making, funding or maintaining of such Loans in such other
manner would not otherwise materially adversely affect such Loans or such
Lender.  If the Borrower shall receive notice from the Administrative
Agent that amounts are due to a Lender hereunder, the Borrower may, upon at
least five Business Days' prior written notice to such Lender and the
Administrative Agent, but not more than sixty days after receipt of notice from
the Administrative Agent, identify to the Administrative Agent an Eligible
Assignee acceptable to the Borrower and the Administrative Agent, which will
purchase from such Lender the Commitment, the amount of outstanding Loans, and
the Notes held by such Lender and such Lender shall thereupon assign its
Commitment, any Loans owing to such Lender, and the Notes held by such Lender to
such Eligible Assignee in accordance with Section 2.10 upon receipt of
such purchase price.


    
      
         


      

      
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    SECTION
4.7 Taxes.

     

    (a)          Subject
to the provisions of this Section 4.7, any and all payments by
the Borrower hereunder or under any of the other Loan Documents shall be made
free and clear of and without deduction for any and all Taxes, excluding any
Taxes imposed on the net income or gross receipts of the recipient of such
payment (including any Taxes imposed on branch profits) and franchise or capital
stock Taxes imposed on such recipient by any applicable jurisdiction. If the
Borrower shall be required by Applicable Law to deduct any Taxes from or in
respect of any sum payable hereunder or under any Loan to or for the benefit of
the Administrative Agent or any Lender, (A) the sum payable shall be increased
as may be necessary so that after making all required deductions of Taxes
(including deductions of Taxes applicable to additional sums payable under this
Section 4.7) the Administrative Agent
or such Lender receives an amount equal to the sum it would have received had no
such deductions been made, (B) the Borrower shall make such deductions and (C)
the Borrower shall pay the full amount so deducted to the relevant taxation
authority or other authority in accordance with Applicable Law.

     

    (b)          In
addition, the Borrower agrees to pay any present or future stamp, documentary,
excise, privilege, intangible or similar Taxes or levies that arise at any time
or from time to time (i) from any payment made under any and all Loan Documents,
or (ii) from the execution or delivery by the Borrower of, or from the filing or
recording or maintenance of, or otherwise with respect to the exercise by the
Administrative Agent of its rights under, any and all Loan Documents
(hereinafter referred to as "Other Taxes").

     

    (c)          Within
thirty days after the date of any payment of Taxes or Other Taxes, the Borrower
will, upon request, furnish to the Administrative Agent the original or a
certified copy of a receipt evidencing payment thereof.

     

    (d)          Without
prejudice to the survival of any other agreement of the Borrower hereunder, the
agreements and obligations of the Borrower contained in this Section 4.7 shall survive the Full
Payment of the Obligations.


    
      
         


      

      
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    (e)          Each
Person that is not a Foreign Lender which acquires (including as a result of the
entering into of this Agreement or the making of a Loan) an interest in this
Agreement or any Loan, on or prior to the effective date of such acquisition,
will deliver to the Borrower and the Administrative Agent two valid, duly
completed copies of such documentation (including IRS Form W-9 or any
applicable successor form), as is required to establish that such Person is
entitled to receive payments under this Agreement and the Notes payable to it
without deduction or withholding of United States federal income tax and to
establish an exception for United States withholding tax unless such Person is
otherwise not required under Applicable Law to deliver such documentation to
establish its exemption from such deduction or withholding (it being
acknowledged that BofA is a Person not required to deliver such
documentation).  Each Person that delivers to the Borrower and the
Administrative Agent a Form W-9, or any other required form, pursuant to
the preceding sentence, further undertakes to deliver two further copies of such
Form, or applicable successor forms, or other manner of required certification,
as the case may be, on or before the date that any such form expires or becomes
obsolete or otherwise is required to be resubmitted as a condition to obtaining
an exemption from a required withholding of United States federal income tax or
after the occurrence of any event requiring a change in the most recent form
previously delivered by it to the Borrower and the Administrative Agent, and
such extensions or renewals thereof as may reasonably be required by the
Borrower and the Administrative Agent, certifying that such Person is entitled
to receive payments under this Agreement without deduction or withholding of any
United States federal income taxes.

     

    (f)           Each
Person that is a Foreign Lender which acquires (including as a result of the
entering into of this Agreement or the making of a Loan) an interest in this
Agreement or any Loan, on or prior to the effective date of such acquisition,
will deliver to the Borrower and the Administrative Agent two valid, duly
completed copies of such documentation (including  IRS Form W-8BEN or
W-8ECI or any applicable successor form), as is required to establish that such
Person is entitled to receive payments under this Agreement and the Notes
payable to it without deduction or withholding of United States federal income
tax and to establish an exemption from United States backup withholding tax.
Each Person that delivers to the Borrower and the Administrative Agent a Form
W-8BEN or W-8ECI, or any other required form, pursuant to the preceding
sentence, further undertakes to deliver two further copies of such Form, or
applicable successor forms, or other manner of required certification, as the
case may be, on or before the date that any such form expires or becomes
obsolete or otherwise is required to be resubmitted as a condition to obtaining
an exemption from a required withholding of United States federal income tax or
after the occurrence of any event requiring a change in the most recent form
previously delivered by it to the Borrower and the Administrative Agent, and
such extensions or renewals thereof as may reasonably be requested by the
Borrower and the Administrative Agent, certifying that such Foreign Lender is
entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes.

     

    (g)          The
Borrower shall not be required to pay any additional amounts under Section 4.7(a) to an
affected Lender in respect of any amounts that the Borrower is required under
Applicable Law to withhold from payments under the Loan Documents if the
Borrower is required to so withhold due to (i) a failure by such Lender to
comply with the applicable provisions of Sections 4.7(e) and (f) above, or (ii) an
action of such Lender that eliminates such Lender's qualification for exemption
from United States withholding tax with respect to payments under the Loan
Documents (including designation by such Lender of a new lending office or
principal place of business having such effect).

     

    (h)          In
the event that at any time any Foreign Lender shall determine that, due to a Tax
Law Change or Proposed Tax Law Change, any amount payable by the Borrower to
such Foreign Lender under the Loan Documents becomes or will become subject to
any withholding tax, then such Foreign Lender shall give notice thereof to the
Administrative Agent and the Borrower; provided, that if such Foreign Lender
shall fail to give notice thereof to the Administrative Agent and the Borrower,
then the Borrower shall not be required to pay any additional amounts under
Section 4.7(a) to
such Foreign Lender in respect of any amounts that the Borrower is required
under Applicable Law to withhold from payments under the Loan
Documents.


    
      
         


      

      
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    ARTICLE
V

    CONDITIONS
OF LENDING

     

    SECTION
5.1 Conditions to
Credit Extensions.  Lenders,
Issuing Bank and the Administrative Agent shall not be required to include the
Existing Letters of Credit as Letters of Credit hereunder until the date on
which each of the following conditions has been satisfied:

     

    (a)          the
Administrative Agent shall have received the following, each dated the date of
the initial Loan or as of an earlier date acceptable to the Administrative
Agent, in form and substance satisfactory to the Administrative Agent and its
counsel:

     

    (i)           a
Note in favor of each Lender (if requested by such Lender), each duly executed
by the Borrower;

     

    (ii)          each
agreement establishing each lockbox and Dominion Account required by this
Agreement and each Deposit Account Control Agreement for each Dominion Account
and each Concentration Account that is maintained as of the Closing Date, duly
executed by the Borrower and BofA or a financial institution acceptable to the
Administrative Agent;

     

    (iii)         an
initial Borrowing Base Certificate, duly executed on behalf of the Borrower by a
Responsible Officer;

     

    (iv)         (A)
unaudited consolidated Financial Statements of the Borrower for the Fiscal Year
ended December 31, 2005, and unaudited consolidated Financial Statements of
the Borrower for the three month period ending March 31, 2006, certified by
the Borrower pursuant to a certificate executed on its behalf by a Responsible
Officer, and (B) a certificate of the Borrower, executed on its behalf by a
Responsible Officer, certifying that, from December 31, 2005 until the
Closing Date, no change, event, occurrence or development or event involving a
prospective change in the business, prospects, operations, results of
operations, assets, liabilities or condition (financial or otherwise) of the
Borrower has occurred which has had or could reasonably be expected to have a
Material Adverse Effect (provided that, for this purpose, no information
previously disclosed to the Administrative Agent by the Borrower shall be deemed
to indicate that a Material Adverse Effect has occurred or exists prior to
Closing Date, and that all information provided by or on behalf of the Borrower
to the Administrative Agent hereunder or in connection herewith is true and
correct in all material respects;

     

    (v)         an
opinion of counsel for the Borrower covering such matters incident to the
transactions contemplated by this Agreement as the Administrative Agent may
reasonably require, which such counsel is hereby requested by the Borrower to
provide;


    
      
         


      

      
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    (vi)        certified
copies of all policies of insurance required by this Agreement and the other
Loan Documents, together with loss payee endorsements for all such policies
naming the Administrative Agent as lender loss payee with respect to casualty
policies, and an additional insured with respect to liability
policies;

     

    (vii)       copies
of the Governing Documents of the Borrower and a copy of the resolutions of the
Board of Directors of the Borrower authorizing the execution, delivery and
performance of this Agreement, the other Loan Documents to which the Borrower is
or is to be a party, and the transactions contemplated hereby and thereby,
attached to which is a certificate of the Secretary or an Assistant Secretary of
the Borrower certifying (A) that such copies of the Governing Documents and
resolutions (or similar evidence of authorization) relating to the Borrower are
true, complete and accurate copies thereof, have not been amended or modified as
of the date of such certificate and are in full force and effect and (B) the
incumbency, names and true signatures of the officers of the Borrower authorized
to sign the Loan Documents to which it is a party;

     

    (viii)      a
certified copy of a certificate of the Secretary of State of the state of
incorporation of the Borrower, dated within fifteen days of the Closing Date,
listing the certificate of incorporation of the Borrower and each amendment
thereto on file in such official's office and certifying that (A) such
amendments are the only amendments to such certificate of incorporation on file
in that office, (B) the Borrower has paid all franchise taxes to the date of
such certificate and (C) the Borrower is in good standing in that
jurisdiction;

     

    (ix)         good
standing certificates from the Secretary of State of New York and Georgia, being
states in which the Borrower is qualified as a foreign corporation, and from the
Secretary of State of Delaware, the jurisdiction of the Borrower's
incorporation, each dated within fifteen days of the Closing Date;

     

    (x)          the
Fee Letter, duly executed by the Borrower;

     

    (xi)         the
Business Plan for 2006, 2007 and 2008;

     

    (xii)        the
Licensor Agreement, duly executed by WP IP LLC and the Borrower;
and

     

    (xiii)       such
other agreements, instruments, documents and evidence as the Administrative
Agent deems necessary in its reasonable discretion in connection with the
transactions contemplated hereby.

     

    (b)          Except
for the matters referred to on Schedule 6.1(q),
there shall be no pending or, to the knowledge of the Borrower, threatened
litigation, proceeding, inquiry or other action (i) seeking an injunction or
other restraining order, damages or other relief with respect to the
transactions contemplated by this Agreement or the other Loan Documents or (ii)
which affects or could affect the business, operations, assets, liabilities or
condition (financial or otherwise) of the Borrower, except, in the case of
clause (ii), where such litigation, proceeding, inquiry or other action could
not reasonably be expected to have a Material Adverse Effect.


    
      
         


      

      
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    (c)          The
Borrower shall have paid (i) all reasonable legal fees of the Administrative
Agent in connection with the negotiation, preparation, execution and delivery of
the Loan Documents and (ii) the fees payable under the Fee Letter and the
expenses payable by the Borrower as provided in the expense reimbursement letter
dated April 17, 2006, by the Borrower to BofA, and all other fees referred to in
this Agreement that are required to be paid on the Closing Date.

     

    (d)          Except
for the filing of the financing statements under the UCC necessary to perfect
the Lien in the Collateral, no consent or authorization of, filing with or other
act by or in respect of any Governmental Authority or any other Person is
required to be made by the Borrower in connection with the execution, delivery,
performance, validity or enforceability of this Agreement, the Notes or the
other Loan Documents or the consummation of the transactions contemplated hereby
or thereby or the continuing operations of the Borrower following the
consummation of such transactions.

     

    (e)          The
Borrower shall be in compliance with all Requirements of Law and its Material
Contracts, other than such noncompliance that could not reasonably be expected
to have a Material Adverse Effect.

     

    (f)           The
Liens in favor of the Administrative Agent relating to the Collateral shall have
been duly perfected and shall constitute first priority Liens, and the
Collateral shall be free and clear of all Liens other than Liens in favor of the
Administrative Agent and Permitted Liens.

     

    (g)          After
giving effect to all Loans to be made and Letters of Credit to be issued on the
Closing Date, the Excess Availability plus the Borrower's cash and Cash
Equivalents shall exceed $200,000,000 on the Closing Date.

     

    Contemporaneously
with the delivery of the executed signature pages to this Agreement by BofA to
the Borrower, the conditions set forth in this Section 5.1 shall be and be
deemed to be either satisfied or waived.

     

    SECTION
5.2 Conditions
Precedent to Each Loan. The
Administrative Agent, Issuing Bank and Lenders shall not be required to fund any
Loans, arrange for issuance of any Letters of Credit or grant any other
accommodation to or for the benefit of the Borrower, unless the following
conditions are satisfied:

     

    (a)          all
representations and warranties contained in this Agreement (other than any
representations and warranties that relate solely to another date, as specified
in any of the subparagraphs of Section 6.1 containing such
representations, in which case such representations and warranties shall have
been true and correct in all material respects as of such other date) shall be
true and correct in all material respects on and as of the date of such Loan as
if then made;

     

    (b)          no
Default or Event of Default shall have occurred and be continuing or would
result from the making of the requested Loan as of the date of such request;
and


    
      
         


      

      
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    (c)          with
respect to issuance of a Letter of Credit, the LC Conditions shall be
satisfied.

     

    Each
request (or deemed request) by the Borrower for funding of a Loan, issuance of a
Letter of Credit or grant of an accommodation shall constitute a representation
by the Borrower that the foregoing conditions are satisfied on the date of such
request.  During the period from the date of such request to the date
of such funding, issuance or grant, the Borrower shall promptly notify the
Administrative Agent if any of the foregoing conditions is no longer
satisfied.

     

    SECTION
5.3 Limited Waiver of
Conditions Precedent.  If
the Administrative Agent, Issuing Bank or Lenders fund any Loans, arrange for
issuance of any Letters of Credit or grant any other accommodation when any
conditions precedent are not satisfied (regardless of whether the lack of
satisfaction was known or unknown to the Administrative Agent at the time), it
shall not operate as a waiver of the right of the Administrative Agent, Issuing
Bank and Lenders to insist upon satisfaction of all conditions precedent with
respect to any subsequent funding, issuance or grant; provided, however, to the
extent the lack of satisfaction was known to the Administrative Agent at the
time of such funding, issuance or grant, such failure of conditions, at the time
shall not, in and of itself, constitute a Default or Event of
Default.

     

    ARTICLE
VI

    REPRESENTATIONS
AND WARRANTIES

     

    SECTION
6.1 Representations
and Warranties of the Borrower. The
Borrower represents and warrants as of the date hereof as follows:

     

    (a)          Organization, Good Standing
and Qualification. The Borrower (i) is a corporation duly organized,
validly existing and in good standing under the laws of Delaware, (ii) has
the corporate power and authority to own its Properties and to transact the
businesses in which it presently is engaged and (iii) is duly qualified,
authorized to do business and in good standing in each jurisdiction where it
presently is engaged in business, except to the extent that the failure to so
qualify or be in good standing could not reasonably be expected to have a
Material Adverse Effect. Schedule 6.1(a)
specifies all jurisdictions in which the Borrower is qualified to do business as
a foreign corporation as of the Closing Date.

     

    (b)          Locations of Offices,
Records and Collateral.  As of the date hereof: the address of
the principal place of business and chief executive office of the Borrower is,
and the books and records of the Borrower and all of its chattel paper and
records of Receivables are maintained exclusively in the possession of the
Borrower at, the addresses specified in Schedule 6.1(b),
and there is no location at which the Borrower maintains any Collateral other
than the locations specified for it in Schedule 6.1(b).

     

    (c)          Authority. It has the
requisite corporate power and authority to execute, deliver and perform its
obligations under each of the Loan Documents to which it is a party. All
corporate action necessary for the execution, delivery and performance by it of
the Loan Documents to which it is a party (including the consent of shareholders
where required) has been taken.


    
      
         


      

      
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    (d)          Enforceability. This
Agreement is, and when executed and delivered, each other Loan Document to which
it is a party, will be, the legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms, except as
enforceability may be limited by (i) bankruptcy, insolvency or similar laws
affecting creditors' rights generally and (ii) general principles of
equity.

     

    (e)          No Conflict. The
execution, delivery and performance by it of each Loan Document to which it is a
party do not and will not contravene (i) any of the Governing Documents of the
Borrower, (ii) any Applicable Law the breach of which could reasonably be
expected to have a Material Adverse Effect, or (iii) any Material Contract and
will not result in the imposition of any Liens upon any of its Properties,
except in favor of the Administrative Agent.

     

    (f)           Consents and Filings.
No consent, authorization or approval of, or filing with or other act by, any
shareholders of the Borrower, any Governmental Authority or any other Person is
required to be made by the Borrower in connection with the execution, delivery,
performance, validity or enforceability of this Agreement or any other Loan
Document, the consummation of the transactions contemplated hereby or thereby or
the continuing operations of the Borrower following such consummation, except
for the filing of financing statements under the UCC.

     

    (g)          Subsidiaries.  As
of the date hereof, the capital stock of the Borrower's Subsidiaries is owned by
the Persons and in the amounts specified in Schedule
6.1(g).

     

    (h)          Solvency. It is
Solvent and will be Solvent upon the completion of all transactions contemplated
to occur on or before the Closing Date (including the Loans to be made on the
Closing Date).

     

    (i)           Financial Data. It
has provided to the Administrative Agent complete and accurate copies of its
annual unaudited consolidated Financial Statements for the Fiscal Year ended
December 31, 2005, and unaudited consolidated Financial Statements for the
three-month period ended March 31, 2006. Such Financial Statements have
been prepared in accordance with GAAP, consistently applied throughout the
periods involved, and fairly present the financial position, results of
operations and cash flows of the Borrower and its Subsidiaries for each of the
periods covered (except, in the case of the unaudited Financial Statements,
(i) for normal year-end adjustments and (ii) the absence of
footnotes).  During the period from March 31, 2006 to and
including the date hereof, there has been no sale, transfer or other disposition
by the Borrower of any material part of its business or property and no purchase
or other acquisition of any business or property (including any capital stock of
any other Person) material in relation to the financial condition of the
Borrower at March 31, 2006.  Since March 31, 2006 through
the date of this Agreement, (i) there has been no change, occurrence,
development or event which has had or could reasonably be expected to have a
Material Adverse Effect not previously disclosed by the Borrower to the
Administrative Agent and (ii) none of the capital stock of the Borrower has
been redeemed, retired, purchased or otherwise acquired for value by the
Borrower.


    
      
         


      

      
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    (j) 
         Affiliate
Transactions.  The Borrower is not a party to or bound by any
agreement or arrangement (whether oral or written) relating to any of the
Collateral to which any Affiliate of the Borrower is a party except (i) in
the ordinary course of and pursuant to the reasonable requirements of the
business of the Borrower and (ii) upon fair and reasonable terms no less
favorable to the Borrower than it could obtain in a comparable arm's-length
transaction with an unaffiliated Person.

     

    (k)          No Joint Ventures or
Partnerships.  Except as set forth in Schedule 6.1(k),
as of the date hereof, it is not engaged in any joint venture or partnership
with any other Person.

     

    (l)           Corporate
Names.  Except as set forth in Schedule 6.1(l),
during the five years prior to the date of this Agreement, the Borrower has not
been known by or used any other corporate name except for its name as set forth
in the introductory paragraph and on the signature page of this Agreement, which
is the exact correct legal name of the Borrower.

     

    (m)         No Actual or Pending
Material Modification of Business.  As of the date of this
Agreement, there exists no actual or, to the best of the Borrower's knowledge
after due inquiry, threatened termination, cancellation or limitation of, or any
modification or change in, the business relationship of the Borrower with any
customer or group of customers which individually or in the aggregate could
reasonably be expected to have a Material Adverse Effect.

     

    (n)          Investment Company.
It is not an "investment company," or a "promoter" or "principal underwriter"
for, an "investment company," as such terms are defined in the Investment
Company Act of 1940, as amended. Neither the making of any Loans or the
application of the proceeds or repayment thereof by the Borrower, nor the
consummation of the other transactions contemplated by this Agreement or the
other Loan Documents, will violate any provision of such Act or any rule,
regulation or order of the Securities and Exchange Commission
thereunder.

     

    (o)          Margin
Stock.  It does not own any "margin stock" as that term is
defined in Regulation U of the Federal Reserve Board.

     

    (p)          Taxes and Tax
Returns. Except as specified in Schedule
6.1(p),

     

    (i)           it
has properly completed and timely filed all material income tax returns it is
required to file. The information filed is complete and accurate in all material
respects;

     

    (ii)          all
taxes, assessments, fees and other governmental charges for periods beginning
prior to the date hereof, which involve an amount in excess of $1,000,000 in the
aggregate, have been timely paid (or, if not yet due, adequate reserves
therefore have been established) by it and the Borrower has no material
liability for taxes in excess of the amounts so paid or reserves so
established;


    
      
         


      

      
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    (iii)         no
deficiencies for taxes have been claimed, proposed or assessed by any taxing or
other Governmental Authority against the Borrower and no tax Liens have been
filed with respect thereto against any of the Collateral that involve an amount
in excess of $1,000,000 in the aggregate. There are no pending or threatened
audits, investigations or claims for or relating to any liability of the
Borrower for taxes and there are no matters under discussion with any
Governmental Authority which could result in an additional liability for taxes,
which involve taxes in excess of $1,000,000 in the aggregate. The federal income
tax returns of the Borrower have never been audited by the Internal Revenue
Service. No extension of a statute of limitations relating to taxes,
assessments, fees or other governmental charges is in effect with respect to the
Borrower; and

     

    (iv)         it
is not a party to, and has no obligations under, any written tax sharing
agreement or agreement regarding payments in lieu of taxes.

     

    (q)          No Judgments or
Litigation.  Except for the matters referred to in Schedule 6.1(q),
no judgments, orders, writs or decrees are outstanding against it, nor is there
now pending or, to its knowledge, threatened litigation, contested claim,
investigation, arbitration, or governmental proceeding by or against the
Borrower that (i) individually or in the aggregate could reasonably be expected
to have a Material Adverse Effect or (ii) purports to affect the legality,
validity or enforceability of this Agreement, the Notes, any other Loan Document
or the consummation of the transactions contemplated hereby or
thereby.

     

    (r)           No Other
Indebtedness. On the Closing Date and after giving effect to the
transactions contemplated hereby, it has no Indebtedness other than
(i) Indebtedness reflected in the Financial Statements delivered under
Section 5.1(a)(vii) to the extent
required by GAAP to be included therein or in footnotes thereto, or (ii) as
set forth in Schedule
6.1(r).

     

    (s)           Compliance with Laws.
The Borrower is not in default under any term of any Applicable Law other than
any default which, when taken together with all other similar defaults, could
not reasonably be expected to have a Material Adverse Effect.  No
Person who owns a controlling interest in or otherwise controls the Borrower is
(A) listed on the Specially Designated Nationals and Blocked Person List
maintained by the Office of Foreign Assets Control ("OFAC"), Department of the
Treasury, or any other similar list maintained by the OFAC under any authorizing
statute, Executive Order or regulation or (B) a Person designated under Section
1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related
enabling legislation or any similar Executive Order (a Person described in (A)
or (B), a "Blocked Person").  The Borrower is in compliance with all
applicable Bank Secrecy Act ("BSA") laws and regulations on BSA compliance and
on the prevention and detection of money laundering violations. The Borrower
acknowledges that each of the Administrative Agent and the Lenders have notified
the Borrower that the Administrative Agent and the Lenders are required, under
the USA Patriot Act, 31 U.S.C. Section 5318 (the "PATRIOT Act"), to obtain,
verify and record information that identifies the Borrower including the name
and address of the Borrower and such other information that will allow the
Administrative Agent and the Lenders to identify the Borrower in accordance with
the PATRIOT Act.

     

    (t)           Rights in Collateral;
Priority of Liens. All of the Collateral of the Borrower is owned or
leased by it free and clear of any and all Liens in favor of third parties,
other than Liens in favor of the Administrative Agent and Permitted
Liens.  Upon the proper filing of financing statements under the UCC,
the Liens granted by the Borrower under this Agreement constitute valid,
enforceable and perfected first priority Liens on the
Collateral.


    
      
         


      

      
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    (u)          ERISA.  No
ERISA Event has occurred or, to the best knowledge of the Borrower, is
reasonably expected to occur that, when taken together with all other ERISA
Events and ERISA Events that, to the best knowledge of the Borrower, are
reasonably expected to occur, could reasonably be expected to result in a
Material Adverse Effect.

     

    (v)          Labor Matters. There
are no existing or, to the Borrower's knowledge, threatened strikes, lockouts or
other disputes relating to any collective bargaining or similar agreement to
which the Borrower is a party which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

     

    (w)         Compliance with
Environmental Laws. (i) It is not the subject of any judicial or
administrative proceeding or investigation relating to the violation of any
Environmental Law or asserting potential liability arising from the release or
disposal by any Person of any Hazardous Materials, (ii) it has not received from
any Governmental Authority or other Person any notice, order, stipulation or
directive under any Environmental Law, nor is it aware of any pending
discussions within any Governmental Authority, concerning the treatment,
storage, disposal, spill or release or threatened release of any Hazardous
Materials at, on, beneath or adjacent to Property owned or leased by it, or the
release or threatened release at any other location of any Hazardous Material
generated, used, stored, treated, transported or released by or on behalf of the
Borrower, (iii) during the period that Affiliates of Carl C. Icahn have
controlled the Borrower, it has disposed of all its waste in accordance with all
Applicable Laws and it has not improperly stored or disposed of any waste at,
on, beneath or adjacent to any of its Property, (iv) it has no knowledge of any
actual or potential liability for any release of any Hazardous Materials, and
there has been no spill or release of any Hazardous Materials at any of its
Property in violation of Environmental Laws, (v) all of its Property (including
its Equipment) is free, and has at all times been free, of Hazardous Materials,
except as such materials may be part of such Equipment, and underground storage
tanks and (vi) to the knowledge of the Borrower, none of its Property has ever
been used as a waste disposal site, whether registered or unregistered, where
any of the foregoing matters referred to in clauses (i) through (vi) above
could reasonably be expected to have a Material Adverse Effect.

     

    (x)         
Licenses and
Permits. It has obtained and holds in full force and effect all
franchises, licenses, leases, permits, certificates, authorizations,
qualifications, easements, rights of way and other rights and approvals which
are necessary or advisable for the operation of its business as presently
conducted and as proposed to be conducted, except where the failure to possess
any of the foregoing (individually or in the aggregate) could not reasonably be
expected to have a Material Adverse Effect.

     

    (y)          Government
Regulation. It is not subject to regulation under the Public Utility
Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act
or any other Requirement of Law that limits its ability to incur Indebtedness or
to consummate the transactions contemplated by this Agreement and the other Loan
Documents.

     

    (z)         
Business
Plan.  The Business Plan delivered to the Administrative Agent
on the Closing Date and in accordance with Section 5.1(a)(xi) was prepared in good
faith on the basis of reasonable assumptions which were fair in the context of
the conditions existing at the time of delivery thereof, and represented, at the
time of delivery, the Borrower's best estimate of its future financial
performance.


    
      
         


      

      
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    (aa)        As
of the Closing Date, Schedule 2 (as
the same may be amended or supplemented from time to time) sets forth all of the
deposit accounts maintained by the Borrower, into which all Payment Items
relating to any Collateral will be deposited; the Borrower is the sole account
holder of each such deposit account and is not aware of any Person (other than
the Administrative Agent) having either a Lien or a dominion or "control"
(within the meaning of Section 9-104 of the UCC or any other provision of
Applicable Law) over any such deposit account or any Property deposited therein
(other than a Lien or control arising by operation of law in favor the
depository bank in which such deposit account is maintained); and the Borrower
has instructed the depositary bank to comply with instructions received by it
from the Administrative Agent, without further consent by the Borrower (other
than any deposit accounts specially and exclusively used for payroll, payroll
taxes and other employee wage and benefit payments to or for the benefit of the
Borrower's employees and other deposit accounts containing from time to time no
more than the $500,000 in the aggregate).

     

    ARTICLE
VII

    COVENANTS
OF THE BORROWER

     

    SECTION
7.1 Affirmative
Covenants. Until
termination of the Commitments and Full Payment of the Obligations:

     

    (a)          Corporate Existence.
The Borrower shall (i) maintain its corporate existence, (ii) maintain in full
force and effect all material licenses, bonds, franchises, leases, trademarks,
qualifications and authorizations to do business, and all material patents,
contracts and other rights necessary or advisable to the profitable conduct of
its businesses, and (iii) continue in the same lines of business as presently
conducted by it.

     

    (b)          Maintenance of
Property. The Borrower shall keep all property useful and necessary to
its business in good working order and condition (ordinary wear and tear
excepted) in accordance with its past operating practices, except to the extent
that the failure to do so would not cause a Material Adverse
Effect.

     

    (c)          Environmental
Matters. The Borrower shall, and shall cause each of its Subsidiaries to,
conduct its business so as to comply in all material respects with all
applicable Environmental Laws including compliance in all material respects with
the terms and conditions of all permits and governmental authorizations,
provided that the Borrower shall not be deemed in violation hereof if the
Borrower's failure to comply with any of the foregoing could not reasonably be
expected to have a Material Adverse Effect.

     

    (d)          Taxes. The Borrower
shall pay, when due, (i) all Taxes, assessments, and other governmental charges
and levies imposed against it or any of its Property and (ii) all lawful claims
that, if unpaid, might by law become a Lien upon its Property; provided,
however, that, unless such tax assessment, charge, levy or claim has become a
Lien on any of the Property of the Borrower in excess of $1,000,000 in the
aggregate for all such assessments, charges, levies and claims, it need not be
paid if it is being Properly Contested.


    
      
         


      

      
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    (e)          Requirements of Law.
The Borrower shall comply with all Applicable Law, including all applicable
federal, state, local or foreign laws and regulations, including those relating
to environmental and employee matters (including the collection, payment and
deposit of employees' income, unemployment, Social Security and Medicare
hospital insurance taxes) and with respect to pension liabilities, provided that
the Borrower shall not be deemed in violation hereof if the Borrower's failure
to comply with any of the foregoing could not reasonably be expected to have a
Material Adverse Effect.

     

    (f)         
Insurance. The
Borrower shall maintain public liability insurance, business interruption
insurance, third party property damage insurance and replacement value insurance
on its assets (including the Collateral) under such policies of insurance, with
such insurance companies, in such amounts and covering such risks as are in
effect (and copies of which have been provided to the Administrative Agent)
immediately before the Closing Date or as subsequently take effect which contain
terms customary in the industry and are issued by insurance companies reasonably
satisfactory to the Administrative Agent, all of which policies covering the
Collateral shall name the Administrative Agent as an additional insured and the
lender loss payee in case of loss, and contain other provisions as the
Administrative Agent may reasonably require to protect fully the Administrative
Agent's interest in the Collateral and any payments to be made under such
policies.

     

    (g)          Books and Records;
Inspections. The Borrower shall (i) maintain books and records
(including computer records and programs) of account pertaining to the assets,
liabilities and financial transactions of the Borrower in such detail, form and
scope as is consistent with good business practice and (ii) provide the
Administrative Agent and its agents access to the premises of the Borrower at
any time and from time to time, during normal business hours and upon reasonable
notice under the circumstances, and at any time after the occurrence and during
the continuance of a Default or Event of Default, for the purposes of
(A) inspecting and verifying the Collateral, (B) inspecting and
copying (at the Borrower's expense) any and all records pertaining thereto, and
(C) discussing the affairs, finances and business of the Borrower with any
officer, employee or director thereof or with the Auditors, all of whom are
hereby authorized to disclose to the Administrative Agent and the Lenders all
financial statements, work papers, and other information relating to such
affairs, finances or business. The Borrower shall reimburse the Administrative
Agent for the reasonable travel and related expenses of the Administrative
Agent's employees (unless the Administrative Agent has employed outside
accountants for the purposes specified in this sentence) or, at the
Administrative Agent's option, of such Agent Professionals retained by the
Administrative Agent to verify or inspect Collateral and the records or
documents related thereto (I) up to three times in any twelve-month period
(and more frequently in the Administrative Agent's discretion at any time that
an Event of Default has occurred and is continuing), (II) in connection
with the inspection of any Inventory acquired from another Person other than in
the Ordinary Course of Business if the value thereof is greater than $5,000,000,
and (III) an Inventory Appraisal at any time that Excess Availability is
less than $75,000,000, or if requested by the Borrower. If the Administrative
Agent's own employees are used, the Borrower shall also pay the Administrative
Agent's customary per diem allowance (which is currently $850) plus the
Administrative Agent's related costs and expenses, or, if outside accountants
are used, the Borrower shall also pay the Administrative Agent such sum as may
be required to reimburse the Administrative Agent for the expense thereof. All
such Obligations may be charged to the Loan Account or any other account of the
Borrower with the Administrative Agent or any of its Affiliates. The Borrower
hereby authorizes the Administrative Agent to communicate directly with the
Auditors to disclose to the Administrative Agent any and all financial
information regarding the Borrower including matters relating to any audit and
copies of any letters, memoranda or other correspondence related to the
business, financial condition or other affairs of the Borrower.


    
      
         


      

      
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    (h)          Notification
Requirements. The Borrower shall timely give the Administrative Agent the
following notices and other documents:

     

    (i)           Proceedings or
Changes.  Except with respect to the matters referred to in
Schedule 6.1(q),
promptly, and in any event within ten Business Days after an executive officer
of the Borrower becomes aware of (A) any proceeding including any proceeding the
subject of which is based in whole or in part on a commercial tort claim being
instituted or threatened to be instituted by or against the Borrower of which an
executive officer of the Borrower has knowledge in any federal, state, local or
foreign court or before any commission or other regulatory body (federal, state,
local or foreign), which is reasonably likely to have a Material Adverse Effect
(B) any order, judgment or decree of which an executive officer of the Borrower
has knowledge, being entered against the Borrower or any of its property or
assets which is reasonably likely to have a Material Adverse Effect, (C) any
written notice or correspondence issued to the Borrower of which an executive
officer of the Borrower has knowledge by a Governmental Authority warning,
threatening or advising of the commencement of any investigation involving the
Borrower or any of its property or assets which is reasonably likely to have a
Material Adverse Effect.

     

    (ii)          Environmental
Matters. Promptly, and in any event within ten days after an executive
officer of the Borrower obtains knowledge of the receipt by the Borrower
thereof, copies of each (A) written notice that any violation of any
Environmental Law may have been committed or is about to be committed by the
Borrower which violation could reasonably be expected to result in liability or
involve remediation costs, which liability or remediation costs could reasonably
be expected to have a Material Adverse Effect, (B) written notice that any
administrative or judicial complaint or order has been filed or is about to be
filed against the Borrower alleging violations of any Environmental Law or
requiring the Borrower to take any action in connection with the release of
toxic or Hazardous Materials into the environment which violation or action
could reasonably be expected to result in liability or involve remediation
costs, which liability or remediation costs could reasonably be expected to have
a Material Adverse Effect, (C) written notice from a Governmental Authority
or other Person alleging that the Borrower may be liable or responsible for
costs associated with a response to or cleanup of a release of a Hazardous
Material into the environment or any damages caused thereby which costs or
damages could reasonably be expected to have a Material Adverse Effect, or
(D) Environmental Law adopted, enacted or issued after the date hereof of
which the Borrower becomes aware which could reasonably be expected to have a
Material Adverse Effect.

     

    (i)           Casualty Loss. The
Borrower shall (i) provide written notice to the Administrative Agent,
within ten Business Days after an executive officer of the Borrower obtains
knowledge of any material damage to, the destruction of or any other material
loss to any material amount of the Borrower's Inventory (or Equipment), together
with a statement of the amount of the damage, destruction, loss or diminution in
value (a "Casualty Loss") and (ii) diligently file and prosecute its claim
for any award or payment in connection with a Casualty Loss.


    
      
         


      

      
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    (j)           Qualify to Transact
Business. The Borrower shall, and shall cause each of its Subsidiaries
to, qualify to transact business as a foreign corporation, limited partnership
or limited liability company, as the case may be, in each jurisdiction where the
nature or extent of its business or the ownership of its property requires it to
be so qualified or authorized and where failure to qualify or be authorized
could reasonably be expected to have a Material Adverse Effect.

     

    (k)          Financial Reporting.
The Borrower shall deliver to the Administrative Agent the
following:

     

    (i)           Annual Financial
Statements.  (A)(1) promptly after their becoming
available, the annual audited consolidated and unaudited consolidating Financial
Statements of WPI and its Subsidiaries (including the Borrower) for the Fiscal
year ended December 31, 2005 (which may contain Qualifications); (2) the
Auditors' opinion with respect to such audited Financial Statements; and
(B) 90 days after the end of each Fiscal Year, beginning with the Fiscal
Year ended December 31, 2006, (1) the annual audited consolidated and
unaudited consolidating Financial Statements of WPI and its Subsidiaries
(including the Borrower); (2) a comparison in reasonable detail to the
prior Fiscal Year's audited Financial Statements; and (3) the Auditors'
opinion with respect to such audited Financial Statements, without Qualification
provided, however, that in lieu of the annual audited Financial Statements of
WPI and its Subsidiaries for any Fiscal Year, the Borrower may deliver annual
audited Financial Statements of the Borrower and the Auditors’ opinion with
respect to such audited Financial Statements, without
Qualification.

     

    (ii)          Business Plan. Not
later than 90 days after the end of each Fiscal Year of the Borrower, the
Business Plan of the Borrower for the one-year period commencing with the
following Fiscal Year.

     

    (iii)         Monthly Financial Statements
and Compliance Certificate. Not later than thirty days after the end of
each Fiscal Month (or 45 days in the case of a Fiscal Month at the end of a
Fiscal Quarter, and 90 days in the case of a Fiscal Month at the end of a Fiscal
Year), beginning for this purpose and for the purpose of the other subparagraphs
of this Section 7.1(k), with the Fiscal Month
of May, 2006, (A) the Borrower's interim consolidated Financial Statements as of
the end of such Fiscal Month and for the Fiscal Year to date and (B) a
compliance certificate, substantially in the form of Exhibit E (a "Compliance
Certificate"), signed on behalf of the Borrower by a Responsible Officer of the
Borrower.

     

    (iv)         Borrowing Base
Certificate. Monthly, not later than the twenty days after the end of
each Fiscal Month, a borrowing base certificate, substantially in the form of
Exhibit I,
detailing the Eligible Receivables and the Eligible Inventory, containing a
calculation of availability, as of the last day of (or for) the preceding Fiscal
Month, which shall be prepared by or under the supervision of the Chief
Financial Officer of the Borrower and certified by the Borrower pursuant to a
certificate signed on its behalf by a Responsible Officer (a "Borrowing Base
Certificate"), provided that, at any time that Excess Availability is less than
20% of the Aggregate Commitments, the Administrative Agent may require Borrowing
Base Certificates to be delivered as frequently as it determines is necessary or
desirable in its sole discretion (which may be as frequently as daily for
Receivables but no more frequently than monthly for Inventory).  The
calculation of Eligible Inventory by Borrower in the Borrowing Base Certificate
as of the end of a Fiscal Year is subject to normal year-end audit
adjustments.


    
      
         


      

      
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    (v)          Agings.  Monthly,
not later than the twentieth day after the end of each Fiscal Month, agings of
the Borrower's Receivables and, if requested by the Administrative Agent in its
discretion, accounts payable as of the last day of the preceding Fiscal
Month.

     

    (vi)        PATRIOT Act
Information.  In compliance with the PATRIOT Act and CFR Part
103.121, when requested by the Administrative Agent, the Borrower shall provide
to the Administrative Agent certain information relating to the Borrower that
the Administrative Agent or the Lenders may be required to obtain and keep on
file, including the Borrower's name, address and copies of various identifying
documents.

     

    SECTION
7.2 Negative
Covenants. Until
termination of the Commitments and Payment in Full of the
Obligations:

     

    (a)          Deposit Accounts. The
Borrower will not establish or maintain any deposit account in which proceeds of
Collateral are on deposit unless the Administrative Agent shall have received a
Deposit Account Control Agreement, duly executed by the Borrower and the
applicable depository bank, covering such deposit account other than deposit
accounts containing from time to time no more than $500,000 in the
aggregate.  The Borrower shall promptly notify the Administrative
Agent of any additional deposit account opened and any deposit account that is
closed, and will amend Schedule 2 to
reflect such addition or deletion.  Notwithstanding anything to the
contrary contained in this Agreement, if the Borrower shall cause any proceeds
of Property not constituting Collateral to be applied to the Obligations owed to
a Lender, without the knowledge of such Lender as to the source of such proceeds
at the time of such application, then such Lender shall have no obligation to
refund or disgorge any of such proceeds.

     

    (b)          Use of Proceeds. The
Borrower will not (i) use any portion of the proceeds of any Loan in
violation of Section
2.4 or for the purpose
of purchasing or carrying any "margin stock" (as defined in Regulation U of the
Federal Reserve Board) in any manner which violates the provisions of Regulation
T, U or X of the Federal Reserve Board or for any other purpose in violation of
any applicable statute or regulation, or of the terms and conditions of this
Agreement, (ii) take, or permit any Person acting on its behalf to take, any
action which could reasonably be expected to cause this Agreement or any other
Loan Document to violate any regulation of the Board of Governors, or (iii) to
fund any operations or finance any investments or activities in, or to make
payments to, a Blocked Person.

     

    (c)          Investments.  The
Borrower will not, directly or indirectly, at any time use any funds included in
the Collateral to make any Investment in any Person (whether in cash, securities
or other property of any kind) other than (i) Investments in Cash Equivalents,
(ii) so long as no Event of Default is continuing, Investments in entities of
the Borrower owns, directly or indirectly, at least 50% of the equity interests
therein, (iii) its existing Investments in Indus Home Limited, and (iv)
other Investments in an aggregate amount less than or equal to $5,000,000 in the
aggregate at any one time outstanding; provided, however, that this covenant
shall not limit or restrict any Investments by any Subsidiary.


    
      
         


      

      
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    (d)          Indebtedness.  The
Borrower shall not, directly or indirectly, at any time create, incur or assume
or permit to exist any Indebtedness, other than (i) the Indebtedness
incurred hereunder; (ii) purchase money Indebtedness or Capitalized Lease
Obligations, in each case with respect to Equipment or Real Property, not
exceeding $30,000,000 in aggregate principal amount at any one time outstanding;
(iii) unsecured Indebtedness not exceeding $200,000,000 in aggregate
principal amount at any one time outstanding and provided that the aggregate
principal amount of all such Indebtedness that the Borrower is required to pay
(whether upon maturity, as sinking fund payments, by mandatory redemption or
otherwise) in any Fiscal Year does not exceed $25,000,000; (iv) existing
Indebtedness set forth on Schedule 6.1(r),
and (v) Refinancing Debt with respect to such existing Indebtedness;
provided, however, that this covenant shall not limit or restrict the creation,
incurrence or assumption of any Indebtedness by any Subsidiary.

     

    (e)          Liens,
Etc.  The Borrower shall not incur or assume any Lien on or
with respect to any of the Collateral, other than Permitted Liens.

     

    (f)           Dividends, Stock
Redemptions, Distributions, Etc.  The Borrower shall not
directly or indirectly, pay any dividends or distributions on, purchase or
redeem any shares of any class of its capital stock or other equity interests or
any warrants, options or rights to purchase any such capital stock or other
equity interests, whether now or hereafter outstanding ("Stock"), or make any
other distribution in respect thereof (except for stock dividends).

     

    (g)          Acquisition of Stock or
Assets.  The Borrower shall not acquire or commit or agree to
acquire any stock, securities or assets of any other Person other than
acquisitions which, after giving effect thereto, would not have a Material
Adverse Effect and otherwise would not result in a Default or an Event of
Default.

     

    (h)          Capital
Expenditures.  The Borrower shall not make Capital Expenditures
exceeding in any Fiscal Year the sum of (i) $25,000,000 plus (ii) the
excess of such amount over the amount of Capital Expenditures made by the
Borrower in any prior Fiscal Year, beginning with the Fiscal Year ended
December 31, 2006.

     

    Notwithstanding
the foregoing, however, the Borrower shall not be precluded from effecting any
of the transactions referred to in Sections 7.2(c), 7.2(f), 7.2(g) and 7.2(h) if Excess Availability,
after giving effect to any such transaction, is not less than 20% of the
aggregate Commitments as of the time of determination such 20% amount will
(i) be reduced to 14% of such aggregate Commitments upon the Administrative
Agent's receipt of evidence reasonably satisfactory to it that (A) after
giving effect to the final resolution of the Appeal whether by settlement or the
entry of a final, non-appealable order with respect thereto, Carl C. Icahn
and/or the Related Parties are the Beneficial Owners, directly or indirectly, of
at least 50% of the voting stock of the Borrower or otherwise controls the
Borrower and (B) the Borrower has received net cash proceeds of not less than
$90,000,000 from the sale of equity interests in the Borrower after the Closing
Date, and (ii) be increased to 26% after the occurrence and during the
continuance of a Change of Control.


    
      
         


      

      
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    ARTICLE
VIII

    EVENTS OF
DEFAULT

     

    SECTION
8.1  Events
of Default. The
occurrence of any of the following events shall constitute an "Event of
Default":

     

    (a)           the
Borrower shall fail to pay (i) any principal of or interest on the Loans or any
of the LC Obligations when due, whether at stated maturity, by acceleration, or
otherwise, or (ii) any other Obligations within twenty days of demand therefor
(or in the case of Unused Line Fees or the fronting fee payable with respect to
Letters of Credit, three Business Days after the due date thereof);
or

     

    (b)           the
Borrower shall (i) default in the performance or observance of any agreement,
covenant, condition, provision or term contained in Section 2.4, 7.1(a)(i), 7.1(f), 7.1(g)(ii), 7.1(h)(i) (to the extent that
such default is not curable) or 7.2 hereof; or
(ii) default in the performance or observance of any agreement, covenant,
condition, provision or term contained in this Agreement or any other Loan
Document (other than those referred to in Sections 8.1(a) and (b)(i)) and such failure
continues for a period of thirty days (or, in the case of a curable default
under Section 7.2, fifteen days) from the
earlier of the date on which (A) the Borrower has received notice of such
failure in accordance with Section 10.1 and (B) a Responsible
Officer of the Borrower has knowledge of such failure or (except for a default
under Section 7.2), if such default is
capable of being cured and the Borrower has undertaken to cure such default
within such thirty-day period and is diligently prosecuting and pursuing such
cure thereafter, such failure continues for a period of sixty days from such
date of initial notice or knowledge; or

     

    (c)           the
Borrower shall dissolve, wind up or otherwise cease to conduct its business;
or

     

    (d)           the
Borrower shall become the subject of an Insolvency Event; or

     

    (e)           (i)
the Borrower shall fail to make any payment (whether of principal, interest or
otherwise and regardless of amount) in respect of any Material Indebtedness when
due (whether at scheduled maturity or by required prepayment, acceleration,
demand or otherwise), or (ii) any event or condition occurs that results in any
Material Indebtedness becoming due prior to its scheduled maturity or that
enables or permits the holder or holders (or a trustee or agent on behalf of
such holder or holders) to declare any Material Indebtedness to be due, or to
require the prepayment, repurchase, redemption or defeasance thereof, prior to
its scheduled maturity; or

     

    (f)           any
representation or warranty made by the Borrower under or in connection with any
Loan Document or amendment or waiver thereof, or in any Financial Statement,
report or certificate delivered in connection therewith, shall prove to have
been incorrect in any material respect when made or deemed made;
or


    
      
         


      

      
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    (g)         any
judgment or order for the payment of money which, when taken together with all
other judgments and orders rendered against the Borrower, exceeds $10,000,000
(net of any insurance coverage therefor acknowledged in writing by the insurer),
in the aggregate shall be rendered against the Borrower and (i) enforcement
proceedings shall have been commenced by a judgment creditor upon such judgment
or order, or (ii) there shall be 30 days, whether or not consecutive days,
during which a stay of enforcement of any such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect; or

     

    (h)         any
material covenant, agreement or obligation of the Borrower contained in or
evidenced by any of the Loan Documents shall cease to be enforceable in any
material respect, or shall be determined to be unenforceable in any material
respect, in accordance with its terms; or the Borrower shall deny or disaffirm
its obligations under any of the Loan Documents or any Liens granted in
connection therewith or shall otherwise challenge any of its obligations under
any of the Loan Documents.

     

    SECTION
8.2  Acceleration, Termination
and Demand Rights. During
the continuance of an Event of Default, the Administrative Agent may, or upon
the request of the Required Lenders, the Administrative Agent shall, take any or
all of the following actions, without prejudice to the rights of the
Administrative Agent to enforce its claims against the Borrower:

     

    (a)          Acceleration. To
declare all Obligations immediately due and payable (except with respect to any
Event of Default with respect to the Borrower specified in Section 8.1(d), in which case all
Obligations shall automatically become immediately due and payable) without
presentment, demand, protest or any other action or obligation of the
Administrative Agent or any Lender.

     

    (b)          Termination of
Commitments. To declare the Commitments immediately terminated (except
with respect to any Event of Default with respect to the Borrower set forth in
Section 8.1(d), in which case the
Commitments shall automatically terminate) and, at all times thereafter, any
Loan made by a Lender or the Administrative Agent shall be in such Lender's or
the Administrative Agent's sole and absolute discretion and none of the other
Lenders shall have any obligation with respect thereto. Notwithstanding any such
termination, until all Obligations shall have been fully and indefeasibly paid
and satisfied, the Administrative Agent shall retain all security in existing
and future Receivables included in the Collateral and existing and future
Inventory of the Borrower and all other Collateral held by it
hereunder.

     

    SECTION
8.3 Other
Remedies.

     

    (a)          During
the continuance of an Event of Default, the Administrative Agent shall have all
rights and remedies with respect to the Obligations and the Collateral under
Applicable Law and the Loan Documents, and the Administrative Agent may do any
or all of the following:

     

    (i)           remove
for copying all documents, instruments, files and records (including the copying
of any computer records) relating to the Borrower's Receivables or use (at the
expense of the Borrower) such supplies or space of the Borrower at the
Borrower's places of business necessary to administer, enforce and collect such
Receivables including any supporting obligations;

     


    
      
         


      

      
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    (ii)          accelerate
or extend the time of payment, compromise, issue credits, or bring suit on the
Borrower's Receivables (in the name of the Borrower or the Administrative Agent)
and otherwise administer and collect such Receivables;

     

    (iii)       
 sell, assign and deliver the Borrower's Receivables with or without
advertisement, at public or private sale, for cash, on credit or otherwise,
subject to Applicable Law; and

     

    (iv)   
     foreclose the Liens created pursuant to the Loan
Documents by any available procedure, or take possession of any or all of the
Collateral, without judicial process and enter any premises where any Collateral
may be located for the purpose of taking possession of or removing the
same.

     

    (b)          The
Administrative Agent may bid or become a purchaser at any sale, free from any
right of redemption, which right is expressly waived by the Borrower. If notice
of intended disposition of any Collateral is required by law, it is agreed that
ten days' notice shall constitute reasonable notification. The Borrower will
assemble the Collateral in its possession and make it available at such
locations as the Administrative Agent may specify, whether at the premises of
the Borrower or elsewhere, and will make available to the Administrative Agent
the premises and facilities of the Borrower for the purpose of the
Administrative Agent's taking possession of or removing the Collateral or
putting the Collateral in saleable form. The Administrative Agent may sell the
Collateral or any part thereof in one or more parcels at public or private sale,
at any exchange, broker's board or at any of the Administrative Agent's offices
or elsewhere, for cash, on credit or for future delivery, and upon such other
terms as the Administrative Agent may deem commercially reasonable. The
Administrative Agent shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given. The Administrative Agent may
adjourn any public or private sale from time to time by announcement at the time
and place fixed therefor, and such sale may, without further notice, be made at
the time and place to which it was so adjourned. The Borrower hereby grants the
Administrative Agent a license, during the continuation of an Event of Default,
to enter and occupy any of the Borrower's leased or owned premises and
facilities, without charge, to exercise any of the Administrative Agent's rights
or remedies.

     

    SECTION
8.4  License
for Use of Software and Other Intellectual Property.  The
Borrower hereby grants to the Administrative Agent a license or other right to
use, during the continuation of an Event of Default, without charge, all
computer software programs, data bases, processes, trademarks, tradenames,
copyrights, labels, trade secrets, service marks, advertising materials and
other rights, assets and materials used by the Borrower in connection with its
businesses or in connection with the Collateral, but only to the extent such
rights are assignable by the Borrower and the Borrower is not prohibited by any
agreement or Applicable Law from making such assignment.


    
      
         


      

      
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    SECTION
8.5  No
Marshalling; Deficiencies; Remedies Cumulative. The
Administrative Agent shall have no obligation to marshal any Collateral or to
seek recourse against or satisfaction of any of the Obligations from one source
of Collateral or from the Borrower before seeking recourse against or
satisfaction from another source of Collateral or from the Borrower. The net
cash proceeds resulting from the Administrative Agent's exercise of any of the
foregoing rights to liquidate all or substantially all of the Collateral,
including any and all Collections (after deducting all of the Administrative
Agent's expenses related thereto), shall be applied by the Administrative Agent
to such of the Obligations and in such order as the Administrative Agent shall
elect in its sole and absolute discretion, whether due or to become due. The
Borrower shall remain liable to the Administrative Agent and the Lenders for any
deficiencies, and the Administrative Agent and the Lenders in turn agree to
remit to the Borrower or its successor or assign any surplus resulting
therefrom. All of the Administrative Agent's and the Lenders' remedies under the
Loan Documents shall be cumulative, may be exercised simultaneously against any
Collateral and the Borrower or in such order and with respect to such Collateral
or the Borrower as the Administrative Agent may deem desirable, and are not
intended to be exhaustive.

     

    SECTION
8.6  Waivers. Except
as may be otherwise specifically provided herein or in any other Loan Document,
the Borrower hereby waives, to the extent permitted by law, any right to a
judicial or other hearing with respect to any action or prejudgment remedy or
proceeding by the Administrative Agent to take possession, exercise control
over, or dispose of any item of Collateral in any instance (regardless of where
the same may be located) where such action is permitted under the terms of this
Agreement or any other Loan Document or by Applicable Law or of the time, place
or terms of sale in connection with the exercise of the Administrative Agent's
rights hereunder and also waives any bonds, security or sureties required by any
statute, rule or other law as an incident to any taking of possession by the
Administrative Agent of any Collateral.  The Borrower also consents
that the Administrative Agent may, during the continuation of an Event of
Default, enter upon any premises owned by or leased to it without obligations to
pay rent or for use and occupancy, through self-help, without judicial process
and without having first obtained an order of any court. These waivers and all
other waivers provided for in this Agreement and the other Loan Documents have
been negotiated by the parties, and the Borrower acknowledges that it has been
represented by counsel of its own choice, has consulted such counsel with
respect to its rights hereunder and has freely and voluntarily entered into this
Agreement and the other Loan Documents as the result of arm's-length
negotiations.

     

    SECTION
8.7  Further
Rights of the Administrative Agent.

     

    (a)          Further Assurances.
The Borrower shall do all things and shall execute and deliver all documents and
instruments reasonably requested by the Administrative Agent to protect or
perfect any Lien (and the priority thereof other than with respect to Permitted
Liens) of the Administrative Agent on the Collateral.

     

    (b)          Insurance; Etc. If
the Borrower shall fail to purchase or maintain insurance (where applicable), or
to pay any tax, assessment, governmental charge or levy, except as the same may
be otherwise permitted hereunder or which is being contested in good faith by
appropriate proceedings and for which adequate reserves have been established in
accordance with GAAP, or if any Lien prohibited hereby shall not be paid in full
and discharged or if the Borrower shall fail to perform or comply with any other
covenant, promise or obligation to the Administrative Agent or the Lenders
hereunder or under any other Loan Document, the Administrative Agent may (but
shall not be required to), if the Borrower has not done so within ten (10) days
after the Administrative Agent's written request, perform, pay, satisfy,
discharge or bond the same for the account of the Borrower, and all amounts so
paid by the Administrative Agent or the Lenders shall be treated as a Revolving
Credit Loan, comprised of Base Rate Advances hereunder and shall constitute part
of the Obligations.


    
      
         


      

      
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    ARTICLE
IX

    THE
AGENT

     

    SECTION
9.1  Appointment, Authority and
Duties of the Administrative Agent.

     

    (a)       Each
Lender hereby irrevocably appoints and designates BofA as the Administrative
Agent to act as herein specified.  The Administrative Agent may, and
each Lender by its acceptance of a Note and becoming a party to this Agreement
shall be deemed irrevocably to have authorized the Administrative Agent to,
enter into all Loan Documents to which the Administrative Agent is or is
intended to be a party and all amendments hereto and all Security Documents at
any time executed by the Borrower, for its benefit and the Pro Rata benefit
of Lenders and, except as otherwise provided in this Article IX, to exercise such
rights and powers under this Agreement and the other Loan Documents as are
specifically delegated to the Administrative Agent by the terms hereof and
thereof, together with such other rights and powers as are reasonably incidental
thereto.  Each Lender agrees that any action taken by the
Administrative Agent or the Required Lenders in accordance with the
provisions of this Agreement or the other Loan Documents, and the exercise by
the Administrative Agent or the Required Lenders of any of the powers set forth
herein or therein, together with such other powers as are reasonably incidental
thereto, shall be authorized and binding upon all
Lenders.  Without limiting the generality of the foregoing, the
Administrative Agent shall have the sole and exclusive right and authority to
(a) act as the disbursing and collecting agent for Lenders with respect to
all payments and collections arising in connection with this Agreement and the
other Loan Documents; (b) execute and deliver as the Administrative Agent
each Loan Document (including
each Imported Goods Agreement) and
accept delivery of each such agreement by the Borrower or any other Person; (c)
act as collateral agent for Secured Parties for purposes of the perfection of
all Liens and Liens created by this Agreement or the Security Documents and,
subject to the direction of the Required Lenders, for all other purposes stated
therein, provided that the Administrative Agent hereby appoints, authorizes and
directs each Lender to act as a collateral sub-agent for the Administrative
Agent and the other Lenders for purposes of the perfection of all Liens and
Liens with respect to the Borrower's deposit accounts maintained with, and all
cash and Cash Equivalents held by, such Lender; (d) subject to the
direction of the Required Lenders, manage, supervise or otherwise deal with the
Collateral; and (e) except as may be otherwise specifically restricted by
the terms of this Agreement and subject to the direction of the Required
Lenders, exercise all remedies given to the Administrative Agent with respect to
the Borrower or any of the Collateral under the Loan Documents relating thereto,
Applicable Law or otherwise.  The duties of the Administrative Agent
shall be ministerial and administrative in nature, and the Administrative Agent
shall not have by reason of this Agreement or any other Loan Document a
fiduciary relationship with any Lender (or any Lender's
participants).  Unless and until its authority to do so is revoked in
writing by Required Lenders, the Administrative Agent alone shall be authorized
to determine whether any Receivables or Inventory constitute
Eligible Receivables or Eligible Inventory (basing such determination in
each case upon the meanings given to such terms in Section 1), or whether to
impose or release any reserve, and to exercise its own judgment
in connection therewith, which determinations and judgments, if exercised
in good faith, shall exonerate the Administrative Agent from any liability to
Lenders or any other Person for any errors in judgment.


    
      
         


      

      
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    (b)       The
Administrative Agent (which term, as used in this sentence, shall include
reference to the Administrative Agent's officers, directors, employees,
attorneys, agents and Affiliates and to the officers, directors, employees,
attorneys and agents of the Administrative Agent's Affiliates) shall
not:  (a) have any duties or responsibilities except those
expressly set forth in this Agreement and the other Loan Documents or
(b) be required to take, initiate or conduct any Enforcement Action
(including any litigation, foreclosure or collection proceedings hereunder or
under any of the other Loan Documents) except to the extent directed to do so in
writing by the Required Lenders during the continuance of any Event of
Default.  The conferral upon the Administrative Agent of any right
hereunder shall not imply a duty on the Administrative Agent's part to exercise
any such right unless instructed to do so by the Required Lenders in accordance
with this Agreement.

     

    (c)       The
Administrative Agent may perform any of its duties by or through its agents and
employees and may employ one or more the Administrative Agent Professionals and
shall not be responsible for the negligence or misconduct of any such the
Administrative Agent Professionals selected by it with reasonable
care.  Borrower shall promptly (and in any event, on demand) reimburse the
Administrative Agent for all reasonable expenses (including all Extraordinary
Expenses) incurred by the Administrative Agent pursuant to any of the provisions
hereof or of any of the other Loan Documents or in the execution of any of
the Administrative Agent's duties hereby or thereby created or in the exercise
of any right or power herein or therein imposed or conferred upon it or Lenders
(excluding, however, general overhead expenses), and each Lender agrees promptly
to pay to the Administrative Agent, on demand, such Lender's Pro
Rata share of any such reimbursement for expenses (including Extraordinary
Expenses) that is not timely made by the Borrower to the Administrative
Agent.

     

    (d)       The
rights, remedies, powers and privileges conferred upon the Administrative Agent
hereunder and under the other Loan Documents may be exercised by the
Administrative Agent without the necessity of the joinder of any other parties
unless otherwise required by Applicable Law.  If the Administrative
Agent shall request instructions from the Required Lenders with respect to any
act or action (including the failure to act) in connection with this Agreement
or any of the other Loan Documents, the Administrative Agent shall be entitled
to refrain from such act or taking such action unless and until the
Administrative Agent shall have received instructions from the Required Lenders;
and the Administrative Agent shall not incur liability to any Person by reason
of so refraining.  Without limiting the foregoing, no Lender shall
have any right of action whatsoever against the Administrative Agent as a result
of the Administrative Agent acting or refraining from acting hereunder or under
any of the Loan Documents pursuant to or in accordance with the instructions of
the Required Lenders except for the Administrative Agent's own gross negligence
or willful misconduct in connection with any action taken by
it.  Notwithstanding anything to the contrary contained in this
Agreement, the Administrative Agent shall not be required to take any action
that is in its opinion contrary to Applicable Law or the terms of any of the
Loan Documents or that would in its reasonable opinion subject it or any of its
officers, employees or directors to personal liability.


    
      
         


      

      
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    (e)         The
Administrative Agent shall promptly, upon receipt thereof, forward to each
Lender (i) copies of any significant written notices, reports, certificates
and other information received by the Administrative Agent from the Borrower
(but only if and to the extent the Borrower is not required by the terms of the
Loan Documents to supply such information directly to Lenders) and
(ii) copies of the results of any field audits or other examinations made
or prepared by or on behalf of the Administrative Agent with respect to the
Borrower or the Collateral (each, a "Report" and collectively,
"Reports").  

     

    SECTION
9.2  Agreements Regarding
Collateral and Examination Reports.

     

    (a)       Lenders
hereby irrevocably authorize the Administrative Agent to release any Lien with
respect to any Collateral (i) upon the termination of the Commitments and
Full Payment of the Obligations, (ii) with the written consent of all
Lenders, or (iii) in accordance with the provisions of Section 3.7
hereof.  The Administrative Agent shall have no obligation whatsoever
to any of the Lenders to assure that any of the Collateral exists or is
owned by the Borrower or is cared for, protected or insured or has been
encumbered, or that the Administrative Agent's Liens have been properly,
sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority or to exercise any duty of care with respect
to any of the Collateral.

     

    (b)       The
Administrative Agent and Lenders each hereby appoints each other Lender as agent
for the purpose of perfecting Liens (for the benefit of Secured Parties) in any
Collateral that, in accordance with the UCC or any other Applicable Law, can be
perfected only by possession.  Should any Lender obtain possession of
any such Collateral, such Lender shall notify the Administrative Agent thereof,
and, promptly upon the Administrative Agent's request therefor, shall deliver
such Collateral to the Administrative Agent or otherwise deal with such
Collateral in accordance with the Administrative Agent's
instructions.

     

    (c)       Each
Lender agrees that neither BofA nor the Administrative Agent makes any
representation or warranty as to the accuracy or completeness of any Report and
shall not be liable for any information contained in or omitted from any such
Report; agrees that the Reports are not intended to be comprehensive audits or
examinations and that BofA or the Administrative Agent or any other Person
performing any audit or examination will inspect only specific information
regarding Obligations or the Collateral and will rely significantly upon
Borrower's books and records as well as upon representations of Borrower'
officers and employees; agrees to keep all Reports confidential and strictly for
its internal use and not to distribute the Reports (or the contents thereof) to
any Person (except to its Participants, attorneys, accountants and other Persons
with whom such Lender has a confidential relationship) or use any Report in any
other manner; and, without limiting the generality of any other indemnification
contained herein, agrees to hold the Administrative Agent and any other Person
preparing a Report harmless from any action that the indemnifying Lender may
take or conclusion the indemnifying Lender may reach or draw from any Report in
connection with any Loans or other credit accommodations that the
indemnifying Lender has made or may make to the Borrower, or the
indemnifying Lender's participation in, or its purchase of, a loan or loans of
the Borrower, and to pay and protect, and indemnify, defend and hold the
Administrative Agent and each other such Person preparing a Report harmless from
and against all claims, actions, proceedings, damages, costs, expenses and other
amounts (including attorneys' fees) incurred by the Administrative Agent and any
such other Person preparing a Report as the direct or indirect result of any
third parties who might obtain all or any part of any Report through the
indemnifying Lender.


    
      
         


      

      
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    SECTION
9.3  Reliance By The
Administrative Agent.  The Lenders agree
the Administrative Agent shall be entitled to rely, and shall be fully
protected in so relying, upon any certification, notice or other communication
(including any thereof by telephone, telex, telegram, telecopier message or
cable) believed by it to be genuine and correct and to have been signed, sent or
made by or on behalf of the proper Person or Persons, and upon advice and
statements of the Administrative Agent Professionals selected by the
Administrative Agent.  Without limiting the generality of the
foregoing, the Administrative Agent may rely upon any Notice of Borrowing, LC
Request, Notice of Conversion/Continuation or any similar notice or request
believed by the Administrative Agent to be genuine. As to any matters not
expressly provided for by this Agreement or any of the other Loan Documents, the
Administrative Agent shall in all cases be fully protected in acting or
refraining from acting hereunder and thereunder in accordance with
the instructions of the Required Lenders, and such instructions of the
Required Lenders and any action taken or failure to act pursuant thereto shall
be binding upon Lenders.

     

    SECTION
9.4  Action
Upon Default.  The
Administrative Agent shall not be deemed to have
knowledge of the occurrence of a Default or an Event of Default unless it has
received written notice from a Lender or the Borrower specifying the occurrence
and nature of such Default or Event of Default.  If the Administrative
Agent shall receive such a notice of a Default or an Event of Default or shall
otherwise acquire actual knowledge of any Default or Event of Default, the
Administrative Agent shall promptly notify Lenders and the Administrative Agent
may (and shall upon written direction of the Required Lenders) take such action
and assert such rights and remedies under this Agreement and the other Loan
Documents as the Administrative Agent shall deem necessary or appropriate, or
shall refrain from taking such action and asserting such rights, as the Required
Lenders shall direct in writing from time to time.  If any Lender
shall receive a notice of a Default or an Event of Default or shall otherwise
acquire actual knowledge of any Default or Event of Default, such Lender shall
promptly notify the Administrative Agent and the other Lenders in
writing.  As provided in Section 9.3, the
Administrative Agent shall not be subject to any liability by reason of acting
or refraining to act pursuant to any request of the Required Lenders except for
its own willful misconduct or gross negligence in connection with any action
taken by it.  In no event shall the Required Lenders, without the
prior written consent of each Lender, direct the Administrative Agent to
accelerate and demand payment of the Loans held by one Lender without
accelerating and demanding payment of all other Loans or to terminate the
Commitments of one or more Lenders without terminating the Commitments of all
Lenders.  Each Lender agrees that, except as otherwise provided in any
of the Loan Documents or with the written consent of the Administrative Agent
and the Required Lenders, it will not take any legal action or institute any
action or proceeding against the Borrower with respect to any of the Obligations
or Collateral or accelerate or otherwise enforce its portion of the
Obligations.  Without limiting the generality of the foregoing, none
of Lenders may exercise any right that it might otherwise have under Applicable
Law to credit bid at foreclosure sales, UCC sales or other similar sales or
dispositions of any of the Collateral except as authorized by the Administrative
Agent and the Required Lenders.  Notwithstanding anything to the
contrary set forth in this Section 9.4 or elsewhere
in this Agreement, each Lender shall be authorized to take such action to
preserve or enforce its rights against the Borrower where a deadline or
limitation period is otherwise applicable and would, absent the taking of
specified action, bar the enforcement of Obligations held by such Lender against
the Borrower, including the filing of proofs of claim in any Insolvency
Proceeding.

     

    
      
        
        

      

      
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    SECTION
9.5  Ratable
Sharing.  If any Lender
shall obtain any payment or reduction (including any amounts received as
adequate protection of a bank account deposit treated as cash collateral under
the Bankruptcy Code) of any Obligations of the Borrower (whether voluntary,
involuntary, through the exercise of any right of set-off or otherwise) in
excess of its Pro Rata share of payments or reductions on account of such
Obligations obtained by all of the Lenders, such Lender shall forthwith
(i) notify the other Lenders and the Administrative Agent of such receipt
and (ii) purchase from the other Lenders such participations in the
affected Obligations as shall be necessary to cause such purchasing Lender
to share the excess payment or reduction, net of costs incurred in connection
therewith, on a Pro Rata basis, provided that if all
or any portion of such excess payment or reduction is thereafter recovered from
such purchasing Lender or additional costs are incurred, the purchase shall
be rescinded and the purchase price restored to the extent of such recovery or
such additional costs, but without interest.  The Borrower agrees
that any Lender so purchasing a participation from another Lender pursuant to
this Section 9.5
may, to the fullest extent permitted by Applicable Law, exercise all of its
rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation.

     

    SECTION
9.6  Indemnification of the Agent
Indemnitees.

     

    (a)       Each
Lender agrees to indemnify and defend Agent Indemnitees (to the extent not
reimbursed by the Borrower, but without limiting the indemnification obligations
of the Borrower under any of the Loan Documents), on a Pro Rata basis, and to
hold each of Agent Indemnitees harmless from and against, any and all Claims
which may be imposed on, incurred by or asserted against any of Agent
Indemnitees in any way related to or arising out of any of the
Loan Documents or referred to herein or therein or the transactions
contemplated thereby (including the costs and expenses which the Borrower is
obligated to pay under Section 10.4 or amounts
the Administrative Agent may be called upon to pay in connection with any
lockbox or Dominion Account arrangement contemplated hereby or the enforcement
of any of the terms of any Loan Documents).

     

    (b)      Without
limiting the generality of the foregoing provisions of this Section 9.6, if the
Administrative Agent should be sued by any receiver, trustee in bankruptcy,
debtor-in-possession or other Person on account of any alleged preference or
fraudulent transfer received or alleged to have been received from the Borrower
as the result of any transaction under the Loan Documents, then in such event
any monies paid by the Administrative Agent in settlement or satisfaction of
such suit, together with all Extraordinary Expenses incurred by the
Administrative Agent in the defense of same, shall be promptly reimbursed to the
Administrative Agent by Lenders to the extent of each Lender's Pro Rata
share.


    
      
         


      

      
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    (c)       Without
limiting the generality of the foregoing provisions of this Section 9.6, if at any
time (whether prior to or after the Expiration Date) any action or proceeding
shall be brought against any of Agent Indemnitees by the Borrower or by any
other Person claiming by, through or under the Borrower, to recover damages for
any act taken or omitted by the Administrative Agent under any of the Loan
Documents or in the performance of any rights, powers or remedies of the
Administrative Agent against the Borrower, any Account Debtor, the Collateral or
with respect to any Loans, or to obtain any other relief of any kind on account
of any transaction involving any Agent Indemnitees under or in relation to any
of the Loan Documents, each Lender agrees to indemnify, defend and hold Agent
Indemnitees harmless with respect thereto and to pay to Agent Indemnitees such
Lender's Pro Rata share of such amount as any of Agent Indemnitees shall be
required to pay by reason of a judgment, decree, or other order entered in such
action or proceeding or by reason of any compromise or settlement agreed to by
Agent Indemnitees, including all interest and costs assessed against any of
Agent Indemnitees in defending or compromising such action, together with
attorneys' fees and other legal expenses paid or incurred by Agent Indemnitees
in connection therewith; provided, however, that no Lender shall be liable to
any Agent Indemnitee for any of the foregoing to the extent that they arise
solely from the willful misconduct or gross negligence of such Agent
Indemnitee.  In the Administrative Agent's discretion, the
Administrative Agent may also reserve for or satisfy any such judgment, decree
or order from proceeds of Collateral prior to any distributions therefrom to or
for the account of Lenders.

     

    SECTION
9.7  Limitation on
Responsibilities of the Administrative Agent.  The
Administrative Agent shall in all cases be fully justified in failing or
refusing to act hereunder unless it shall have received further assurances to
its satisfaction from Lenders of their indemnification obligations under Section 9.6 against any
and all indemnified Claims which may be incurred by the Administrative Agent by
reason of taking or continuing to take any such action.  The
Administrative Agent shall not be liable to Lenders for any action taken or
omitted to be taken under or in connection with this Agreement or the other Loan
Documents except as a result and to the extent of losses caused by the
Administrative Agent’s actual gross negligence or
willful misconduct.  The Administrative Agent does not assume any
responsibility for any failure or delay in performance or breach by the Borrower
or any Lender of its obligations under this Agreement or any of the other
Loan Documents.  The Administrative Agent does not make to
Lenders, and no Lender makes to the Administrative Agent or
the other Lenders, any express or implied warranty, representation or
guarantee with respect to the Obligations, the Collateral, the Loan
Documents or the Borrower.  Neither the Administrative Agent nor any
of its officers, directors, employees, attorneys or agents shall be responsible
to Lenders, and no Lender nor any of its agents, attorneys or employees shall be
responsible to the Administrative Agent or the other Lenders,
for:  (i) any recitals, statements, information, representations
or warranties contained in any of the Loan Documents or in any certificate or
other document furnished pursuant to the terms hereof; (ii) the execution,
validity, genuineness, effectiveness or enforceability of any of the Loan
Documents; (iii) the genuineness, enforceability, collectibility, value,
sufficiency, location or existence of any Collateral, or the validity, extent,
perfection or priority of any Lien therein; (iv) the validity, enforceability or
collectibility of any the Obligations; or (v) the assets, liabilities,
financial condition, results of operations, business, creditworthiness or legal
status of the Borrower or any Account Debtor.  Neither the
Administrative Agent nor any of its officers, directors, employees, attorneys or
agents shall have any obligation to any Lender to ascertain or inquire into the
existence of any Default or Event of Default, the observance or performance by
the Borrower of any of the duties or agreements of the Borrower under any of the
Loan Documents or the satisfaction of any conditions precedent contained in any
of the Loan Documents.  The Administrative Agent may consult with and
employ legal counsel, accountants and other experts and shall be entitled to act
upon, and shall be fully protected in any action taken in good faith reliance
upon, any advice given by such experts.

     

    
      
        
        

      

      
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    SECTION
9.8  Successor Administrative
Agent and Co-Agents.

     

    (a)       Subject
to the appointment and acceptance of a successor to the Administrative Agent as
provided below, the Administrative Agent may resign at any time by giving at
least 30 days written notice thereof to each Lender and the
Borrower.  Upon receipt of any notice of such resignation, the
Required Lenders, after prior consultation with (but without having to obtain
consent of) each Lender, shall have the right to appoint a successor to the
Administrative Agent which shall be (i) a Lender, (ii) a United States
based affiliate of a Lender, or (iii) a commercial bank that is organized
under the laws of the United States or of any State thereof and has a combined
capital surplus of at least $500,000,000 and, provided no Default or Event of
Default then exists, is reasonably acceptable to Borrower (and for purposes
hereof, any Person referred to in the last sentence of this Section 9.8(a)
as a successor to BofA shall be deemed acceptable to the
Borrower).  If no successor agent is appointed prior to the effective
date of the resignation of the Administrative Agent, then the Administrative
Agent may appoint, after consultation with Lenders and the Borrower, a successor
agent from among Lenders.  Upon the acceptance by a successor the
Administrative Agent of an appointment to serve as the Administrative Agent
hereunder, such successor the Administrative Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring the Administrative Agent without further act, deed or conveyance, and
the retiring the Administrative Agent shall be discharged from its duties
and obligations hereunder but shall continue to enjoy the benefits of the
indemnification set forth in Sections
9.6.  After any retiring the Administrative Agent's
resignation hereunder as the Administrative Agent, the provisions of this Article IX (including
the provisions of Section 9.6) shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as the Administrative
Agent.  Notwithstanding anything to the contrary contained in this
Agreement, any successor by merger or acquisition of the stock or assets of BofA
shall continue to be the Administrative Agent hereunder without further act on
the part of the parties hereto unless such successor shall resign in accordance
with the provisions hereof.


    
      
         


      

      
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    (b)         It
is the intent of the parties that there shall be no violation of any Applicable
Law denying or restricting the right of financial institutions to transact
business as agent or otherwise in any jurisdiction.  In case of
litigation under any of the Loan Documents, or in case the Administrative Agent
deems that by reason of present or future laws of any jurisdiction the
Administrative Agent might be prohibited from exercising any of the powers,
rights or remedies granted to the Administrative Agent or Lenders hereunder or
under any of the Loan Documents or from holding title to or a Lien upon any
Collateral or from taking any other action which may be necessary hereunder or
under any of the Loan Documents, the Administrative Agent may appoint an
additional Person as a separate collateral agent or co-collateral agent which is
not so prohibited from taking any of such actions or exercising any of such
powers, rights or remedies.  If the Administrative Agent shall appoint
an additional Person as a separate collateral agent or co-collateral agent as
provided above, each and every remedy, power, right, claim, demand or cause of
action intended by any of the Loan Documents to be exercised by or vested in or
conveyed to the Administrative Agent with respect thereto shall be exercisable
by and vested in such separate collateral agent or co-collateral agent, but only
to the extent necessary to enable such separate collateral agent or
co-collateral agent to exercise such powers, rights and remedies, and every
covenant and obligation necessary to the exercise thereof by such separate
collateral agent or co-collateral agent shall run to and be enforceable by
either of them.  Should any instrument from Lenders be required by the
separate collateral agent or co-collateral agent so appointed by the
Administrative Agent in order more fully and certainly to vest in and confirm to
him or it such rights, powers, duties and obligations, any and all of such
instruments shall, on request, be executed, acknowledged and delivered by
Lenders whether or not a Default or Event of Default then exists.  In
case any separate collateral agent or co-collateral agent, or a successor to
either, shall die, become incapable of acting, resign or be removed, all the
estates, properties, rights, powers, duties and obligations of such separate
collateral agent or co-collateral agent, so far as permitted by Applicable Law,
shall vest in and be exercised by the Administrative Agent until the appointment
of a new collateral agent or successor to such separate collateral agent or
co-collateral agent.

     

    SECTION
9.9  Consents, Amendments and
Waivers.

     

    (a)      No
amendment or modification of any provision of this Agreement or any of the other
Loan Documents, nor any waiver of any Default or Event of Default, shall be
effective without the prior written agreement or consent of the Required
Lenders; provided, however, that

     

    (i)           without
the prior written consent of the Administrative Agent, no amendment or waiver
shall be effective with respect to any provision in any of the Loan Documents
(including Section 10.4 and this
Section 9.9) to the
extent such provision relates to the rights, duties, immunities, exculpation,
indemnification or discretion of the Administrative Agent;

     

    (ii)          without
the prior written consent of Issuing Bank, no amendment or waiver with respect
to any of the LC Obligations or the provisions of Sections 2.2 or 5.2(d) shall be
effective;

     

    (iii)         without
the prior written consent of each affected Lender, except as otherwise expressly
provided in this Agreement, no amendment or waiver shall be effective that would
(1) increase or otherwise modify any Commitment of such Lender (other than to
reduce such Lender’s Commitment on a proportionate basis with the same
Commitments of other Lenders); (2) alter (other than to increase) the rate of
interest payable in respect of any Obligations owed to such Lender; (3) waive
any interest or fee payable to such Lender pursuant to Section 3; or (4) subordinate
the payment of any Obligations owed to such Lender to the payment of any
Indebtedness; and


    
      
         


      

      
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    (iv)        without
the prior written consent of all Lenders, no amendment or waiver shall be
effective that would (1) waive any Default or Event of Default if the
Default or Event of Default relates to the Borrower's failure to observe or
perform any covenant that may not be amended without the unanimous written
consent of Lenders (and, where so provided hereinafter, the written consent of
the Administrative Agent) as hereinafter set forth; (2) change the number of
Lenders that shall be required for the Lenders or any of them to take any action
hereunder; (3) amend the definition of "Required Lenders"; (4) amend this Section 9.9; (5) reduce the
amount of principal of, or interest on, or the interest rate applicable to, the
Loans or any fees payable hereunder; (6) postpone any date on which any payment
of principal of, or interest on, the Loans or any fees or other amounts payable
hereunder is required to be made; (7) release all or substantially all the
Collateral; or (8) amend the definition of "Borrowing Base" if the effect
thereof would be to increase the amount of Revolving Credit Loans available to
the Borrower or amend the definitions of "Availability Block" or "Excess
Availability".

     

    Notwithstanding
the foregoing, the consent or agreement of the Borrower shall not be necessary
to the effectiveness of any amendment or waiver of any provision of this
Agreement that deals solely with the rights and duties of Lenders and the
Administrative Agent as among themselves, including Section 2.9(d) and Article IX.  The
making of any Loans hereunder by any Lender during the existence of a Default or
Event of Default shall not be deemed to constitute a waiver of such Default
or Event of Default.  Any waiver or consent granted by
Lenders hereunder shall be effective only if in writing and then only in the
specific instance and for the specific purpose for which it was
given.

     

    (b)     Borrower
will not, directly or indirectly, pay or cause to be paid any remuneration or
other thing of value, whether by way of supplemental or additional
interest, fee or otherwise, to any Lender (in its capacity as a Lender
hereunder) as consideration for or as an inducement to the consent to or
agreement by such Lender with any waiver or amendment of any of the terms and
provisions of this Agreement or any of the other Loan Documents, unless such
remuneration or thing of value is concurrently paid, on the same terms, on a Pro
Rata or other mutually agreed upon basis to all Lenders; provided, however, that
the Borrower may contract to pay a fee only to those Lenders who actually vote
in writing to approve any waiver or amendment of the terms and provisions of
this Agreement or any of the other Loan Documents to the extent that such waiver
or amendment may be implemented by vote of the Required Lenders and such waiver
or amendment is in fact approved.

     

    (c)      Any
request, authority or consent of any Person who, at the time of making such
request or giving such a authority or consent, is a Lender, shall be conclusive
and binding upon any Transferee of such Lender.


    
      
         


      

      
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    SECTION
9.10        Due Diligence and
Non-Reliance.  Each Lender
hereby acknowledges and represents that it has, independently and without
reliance upon the Administrative Agent or the other Lenders, and based upon such
documents, information and analyses as it has deemed appropriate, made its own
credit analysis of the Borrower and its own decision to enter into this
Agreement, to fund the Loans to be made by it, issue Letters of Credit and
purchase participations in the LC Obligations pursuant to Section 2.2, and
each Lender has made such inquiries concerning the Loan Documents, the
Collateral and the Borrower as such Lender feels necessary and appropriate, and
has taken such care on its own behalf as would have been the case had it entered
into the other Loan Documents without the intervention or participation of the
other Lenders or the Administrative Agent.  Each Lender hereby
further acknowledges and represents that the other Lenders and the
Administrative Agent have not made any representations or warranties to it
concerning the Borrower, any of the Collateral or the legality, validity,
sufficiency or enforceability of any of the  Loan
Documents.  Each Lender also hereby acknowledges that it will,
independently and without reliance upon the other Lenders or the Administrative
Agent, and based upon such financial statements, documents and information as it
deems appropriate at the time, continue to make and rely upon its own credit
decisions in making Loans and in taking or refraining to take any other
action under this Agreement or any of the other Loan
Documents.  Except for notices, reports and other information
expressly required to be furnished to Lenders by the Administrative Agent
hereunder, the Administrative Agent shall not have any duty or responsibility to
provide any Lender with any notices, reports or certificates furnished to the
Administrative Agent by the Borrower or any credit or other information
concerning the affairs, financial condition, business or Properties of the
Borrower (or any of its Affiliates) which may come into possession of the
Administrative Agent or any of the Administrative Agent's
Affiliates.

     

    SECTION
9.11        Representations and
Warranties of Lenders.  Each Lender
represents and warrants to the Borrower, the Administrative Agent and the other
Lenders that it has the power to enter into and perform its obligations under
this Agreement and the other Loan Documents, and that it has taken all necessary
and appropriate action to authorize its execution and performance of
this Agreement and the other Loan Documents to which it is a party, each of
which will be binding upon it and the obligations imposed upon it herein or
therein will be enforceable against it in accordance with the respective terms
of such documents; and none of the consideration used by it to make or fund
its Loans or to participate in any other transactions under this Agreement
constitutes for any purpose of ERISA or Section 4975 of the Internal Revenue
Code assets of any “plan” as defined in Section 3(3) of ERISA or Section
4975 of the Internal Revenue Code and the rights and interests of such Lender in
and under the Loan Documents shall not constitute plan  assets under
ERISA.

     

    SECTION
9.12        The Required
Lenders.  As to any
provisions of this Agreement or the other Loan Documents under which action may
or is required to be taken upon direction or approval of the Required Lenders,
the direction or approval of the Required  Lenders shall be binding
upon each Lender to the same extent and with the same effect as if each Lender
joined therein.  Notwithstanding anything to the contrary contained in
this Agreement, the Borrower shall not be deemed to be a beneficiary of, or be
entitled to enforce, sue upon or assert as a defense to any of the Obligations,
any provisions of this Agreement that requires the Administrative Agent or any
Lender to act, or conditions their authority to act, upon the direction or
consent of the Required Lenders; and any action taken by the Administrative
Agent or any Lender that requires the consent or direction of the Required
Lenders as a condition to taking such action shall, insofar as the Borrower is
concerned, be presumed to have been taken with the requisite consent or
direction of the Required Lenders.


    
      
         


      

      
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    SECTION
9.13        Several
Obligations.  The obligations
and Commitment of each Lender under this Agreement and the other Loan Documents
are several and neither the Administrative Agent nor any Lender shall be
responsible for the performance by the other Lenders of its obligations or
Commitment hereunder or thereunder.  Notwithstanding any liability of
Lenders stated to be joint and several to third Persons under any of the Loan
Documents, such liability shall be shared, as among Lenders, Pro
Rata.

     

    SECTION
9.14        Administrative Agent in its
Individual Capacity.  With respect to
its obligation to lend under this Agreement, the Loans made by it and each Note
issued to it, the Administrative Agent shall have the same rights and powers
hereunder and under the other Loan Documents as any other Lender or holder of a
Note and may exercise the same as though it were not performing the duties
specified herein; and the terms "Lenders," "Required Lenders," or any similar
term shall, unless the context clearly otherwise indicates, include the
Administrative Agent in its capacity as a Lender.  The Administrative
Agent and its Affiliates may each accept deposits from, maintain deposits or
credit balances for, invest in, lend money to, act as trustee under indentures
of, serve as financial advisor to, and generally engage in any kind of business
with the Borrower or any Affiliate of the Borrower, as if it were any other bank
and without any duty to account therefor (or for any fees or other consideration
received in connection therewith) to the other Lenders.  BofA or its
Affiliates may receive information regarding the Borrower or any of the
Borrower's Affiliates and Account Debtors (including information that may be
subject to confidentiality obligations in favor of the Borrower or any of their
Affiliates) and Lenders acknowledge that neither the Administrative Agent nor
BofA shall be under any obligation to provide such information to Lenders to the
extent acquired by BofA in its individual capacity and not as the Administrative
Agent hereunder.

     

    SECTION
9.15        No Third Party
Beneficiaries.  This Article IX is not intended to
confer any rights or benefits upon the Borrower or any other Person except the
Administrative Agent and Lenders , and no Person (including the Borrower) other
than the Administrative Agent and Lenders shall have any right to enforce any of
the provisions of this Article IX except as expressly
provided in Section
9.1.  As between the Borrower and the Administrative Agent, any
action that the Administrative Agent may take or purport to take on behalf of
Lenders under any of the Loan Documents shall be conclusively presumed to have
been authorized and approved by Lenders as herein provided.

     

    SECTION
9.16        Notice of
Transfer.  The
Administrative Agent may deem and treat a Lender party to this Agreement as the
owner of such Lender's portion of the Revolving Credit Loans for all purposes,
unless and until a written notice of the assignment or transfer thereof executed
by such Lender has been received by the Administrative Agent.


    
      
         


      

      
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    SECTION
9.17        Replacement of Certain
Lenders.  If a Lender
("Non-Consenting Lender") shall have (i) failed to fund its Pro Rata share
of any Loan requested (or deemed requested) by the Borrower which such Lender is
obligated to fund under the terms of this Agreement and which such failure has
not been cured within 2 Business Days, (ii) requested compensation from the
Borrower under Section 4.6
to recover increased costs incurred by such Lender (or its parent or
holding company) which are not being incurred generally by the other Lenders (or
their respective parents or holding companies), (iii) delivered a notice
pursuant to Section 2.3(d) claiming
that such Lender is unable to extend LIBOR Rate Advances to Borrower for reasons
not generally applicable to the other Lenders, (iv) delivered a notice
pursuant to Section
4.7(h) (and such Lender is a Foreign Lender), (v) defaulted in paying or
performing any of its obligations to the Administrative Agent, or (vi) failed
(within 5 Business Days after the Administrative Agent's request) or refused to
give its consent to any amendment, waiver or action for which consent of all of
the Lenders is required and in respect of which the Required Lenders have
consented, then, in any such case and in addition to any other rights and
remedies that the Administrative Agent, any other Lender or the Borrower may
have against such Non-Consenting Lender, the Borrower or the Administrative
Agent may make written demand on such Non-Consenting Lender (with a copy to
the Administrative Agent in the case of a demand by the Borrower and a copy to
the Borrower in the case of a demand by the Administrative Agent) for the
Non-Consenting Lender to assign, and such Non-Consenting Lender shall assign
pursuant to one or more duly executed Assignment and Acceptances within 5
Business Days after the date of such demand, to one or more Lenders willing to
accept such assignment or assignments, or to one or more Eligible Assignees
designated by the Administrative Agent, all of such Non-Consenting Lender's
rights and obligations under this Agreement (including its Revolver Commitment
and all Loans owing to it) in accordance with Section 11.3.  The
Administrative Agent is hereby irrevocably authorized to execute one or more
Assignment and Acceptances as attorney-in-fact for any Non-Consenting Lender
which fails or refuses to execute and deliver the same within 5 Business
Days after the date of such demand.  The Non-Consenting Lender shall
be entitled to receive, in cash and concurrently with execution and delivery of
each such Assignment and Acceptance, all amounts then owed to the Non-Consenting
Lender by the Borrower hereunder, including the aggregate outstanding principal
amount of the Loans owed to such Lender, together with accrued interest thereon
through the date of such assignment (but excluding amounts otherwise then due
and payable under Section
4.6).  Upon the replacement of any Non-Consenting Lender
pursuant to this Section 9.17, such
Non-Consenting Lender shall cease to have any participation in, entitlement
to, or other right to share in the Liens of the Administrative Agent in any
Collateral and such Non-Consenting Lender shall have no further liability
to the Administrative Agent, any Lender or any other Person under any of the
Loan Documents (except as provided in Section 9.6 as to events
or transactions which occur prior to the replacement of such Non-Consenting
Lender), including any commitment to make Loans or purchase participations in LC
Obligations.  The Administrative Agent shall have the right at any
time, but shall not be obligated to, upon written notice to any Lender and with
the consent of such Lender (which may be granted or withheld in such Lender’s
discretion), to purchase for the Administrative Agent’s own account all of such
Lender’s right, title and interest in and to this Agreement, the other Loan
Documents and the Obligations (together with such Lender’s interest in the
Commitments), for the face amount of the Obligations owed to such Lender (or
such greater or lesser amount as the Administrative Agent and such Lender may
mutually agree upon).

     

    SECTION
9.18        Remittance of Payments and
Collections.

     

    (a)       All
payments by any Lender to the Administrative Agent shall be made not later than
the time set forth elsewhere in this Agreement on the Business Day such payment
is due; provided, however, that if such
payment is due on demand
by the Administrative Agent and such demand is made on the paying Lender after
11:00 a.m. on such Business Day, then payment shall be made by 11:00 a.m.
on the next Business Day.  Payment by the Administrative Agent to any
Lender shall be made by wire transfer, promptly following the Administrative
Agent's receipt of funds for the account of such Lender and in the type of funds
received by the Administrative Agent; provided, however, that if the
Administrative Agent receives such funds at or prior to 12:00 noon, the
Administrative Agent shall pay such funds to such Lender by 2:00 p.m. on
such Business Day, but if the Administrative Agent receives such funds after
12:00 noon, the Administrative Agent shall pay such funds to
such Lender by 2:00 p.m. on the next Business Day.


    
      
         


      

      
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    (b)      With
respect to the payment of any funds from the Administrative Agent to a Lender or
from a Lender to the Administrative Agent, the party failing to make full
payment when due pursuant to the terms hereof shall, on demand by the other party,
pay such amount together with interest thereon at the Federal Funds
Rate.  In no event shall the Borrower be entitled to receive any
credit for any interest paid by the Administrative Agent to any Lender, or by
any Lender to the Administrative Agent, at the Federal Funds Rate as provided
herein.

     

    If the
Administrative Agent pays any amount to a Lender in the belief or expectation
that a related payment has been or will be received by the Administrative
Agent from the Borrower and such related payment is not received by the
Administrative Agent, then the Administrative Agent shall be entitled to recover
such amount from each Lender that receives such amount.  If the
Administrative Agent determines at any time that any amount received by it under
this Agreement or any of the other Loan Documents must be returned to the
Borrower or paid to any other Person pursuant to any Applicable Law, court order
or otherwise, then, notwithstanding any other term or condition of
this Agreement or any of the other Loan Documents, the Administrative
Agent shall not be required to distribute such amount to any
Lender.

     

    ARTICLE
X

    GENERAL
PROVISIONS

     

    SECTION
10.1        Notices and
Communications.

     

    (a)           Except
as otherwise provided in Section 2.11, all notices,
requests and other communications to or upon a party hereto shall be in writing
(including facsimile transmission or similar writing) and shall be given to such
party at the address or facsimile number for such party on the signature pages
hereof (or, in the case of a Person who becomes a Lender after the date hereof,
at the address shown on the applicable Assignment and Acceptance by which such
Person became a Lender) or at such other address or facsimile number as such
party may hereafter specify for the purpose by notice to the Administrative
Agent and Borrower in accordance with the provisions of this Section 10.1.

     

    (b)           Except
as otherwise provided in Section 2.11, each such
notice, request or other communication shall be effective (i) if given by
facsimile transmission, when transmitted to the facsimile number specified
herein for the noticed party and confirmation of receipt is received,
(ii) if given by a nationally recognized overnight delivery service, two
Business Days after such communication is sent by such overnight delivery
service addressed to the noticed party at the address specified herein, or
(iii) if given by personal delivery, when duly delivered with receipt
acknowledged in writing by the noticed party.  In no event shall a
voicemail message be effective as a notice, communication or confirmation under
any of the Loan Documents.  Notwithstanding the foregoing, no notice
to or upon the Administrative Agent pursuant to Sections 2.2, 2.3 or 2.8(c) shall be effective
until after actually received by the individual to whose attention at the
Administrative Agent such notice is required to be sent.  Any written
notice, request or demand that is not sent in conformity with the provisions
hereof shall nevertheless be effective on the date that such notice,
request or demand is actually received by the individual to whose attention at
the noticed party such notice, request or demand is required to be
sent.


    
      
         


      

      
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    (c)           Electronic
mail and (with the permission of the noticed party) intranet websites may be
used only to distribute routine communications, such as financial statements,
Borrowing Base Certificates and other information required by Section 7.1(k), and to
distribute Loan Documents for execution by the parties thereto, and may not be
used for any other purpose as effective notice under this Agreement or any of
the other Loan Documents.

     

    The
Administrative Agent and each Lender shall be authorized to rely and act upon
any notices (including telephonic communications) purportedly given by or on
behalf of the Borrower even if such notices were made in a manner other than as
specified herein, were incomplete or were not preceded or followed by any other
form of notice specified or required herein, or the terms thereof, as understood
by the recipient, varied from any confirmation thereof.  The Borrower
agrees to indemnify and defend each Indemnitee from all losses, costs, expenses
and liabilities resulting from the reliance by any such Indemnitee on each
telephone communication purportedly given by a Responsible Officer, on behalf of
the Borrower or, with respect to Letters of Credit, Persons who are identified
in writing by Borrower to the Administrative Agent from time to
time.

     

    SECTION
10.2        Delays; Partial Exercise of
Remedies. No
delay or omission of any party hereto to exercise any right or remedy hereunder
shall impair any such right or operate as a waiver thereof. No single or partial
exercise by any party hereto of any right or remedy shall preclude any other or
further exercise thereof, or preclude any other right or remedy.

     

    SECTION
10.3        Right of
Setoff. In
addition to and not in limitation of all rights of offset that the
Administrative Agent, any Lender or any of their respective Affiliates may have
under Applicable Law, while an Event of Default is continuing, the
Administrative Agent, the Lenders and their respective Affiliates shall have the
right to set off and apply any and all deposits (general or special, time or
demand, provisional or final, or any other type) at any time held and any other
Indebtedness at any time owing by the Administrative Agent, the Lenders or any
of their respective Affiliates to or for the credit or the account of the
Borrower or the Borrower's Subsidiaries against any and all of the Obligations.
In the event that the Administrative Agent or any Lender exercises any of its
rights under this Section 10.3, the
Administrative Agent or such Lender shall provide notice to the Borrower of such
exercise, provided that, without prejudice to the Borrower's right to assert a
claim for any damages it may incur as a result of any failure by the
Administrative Agent or such Lender to give such notice, the failure to give
such notice shall not affect the validity of the exercise of such
rights.

     

    
      
        
        

      

      
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    SECTION
10.4        Indemnification;
Reimbursement of Expenses of Collection.
 

    (a)           The
Borrower hereby agrees that, whether or not any of the transactions contemplated
by this Agreement, the other Loan Documents or the Fee Letter are consummated,
the Borrower will (other than with respect to the Fee Letter, except with
respect to the obligation to pay the Agency Fee, as defined therein) indemnify,
defend and hold harmless (on an after-tax basis) the Administrative Agent, the
Lenders and their respective Affiliates (including BAS), successors, assigns,
directors, officers, agents, employees, advisors, shareholders and attorneys
(each, an "Indemnified Party") from and against any and all losses, claims,
damages, liabilities, deficiencies, obligations, fines, penalties, actions
(whether threatened or existing), judgments, suits (whether threatened or
existing) or expenses (including reasonable fees and disbursements of counsel,
experts, consultants and other professionals) incurred by any of them
(collectively, "Claims") (except, in the case of each Indemnified Party, to the
extent that any Claim is determined in a final and non-appealable judgment by a
court of competent jurisdiction to have directly resulted from such Indemnified
Party's gross negligence or willful misconduct) arising out of or by reason of
(i) any litigation, investigation, claim or proceeding related to (A) this
Agreement, any other Loan Document or the transactions contemplated hereby or
thereby, (B) any actual or proposed use by the Borrower of the proceeds of the
Loans or (C) the Administrative Agent's, any Lender's or BAS' entering into this
Agreement, the other Loan Documents or any other agreements and documents (other
than the Fee Letter) relating hereto (other than consequential damages and loss
of anticipated profits or earnings), including amounts paid in settlement
(provided that any such settlement has been approved by the Borrower), court
costs and the fees and disbursements of counsel incurred in connection with any
such litigation, investigation, claim or proceeding, (ii) any remedial or other
action taken or required to be taken by the Borrower in connection with
compliance by the Borrower, or any of its properties, with any federal, state or
local Environmental Laws and (iii) any pending, threatened or actual action,
claim, proceeding or suit by any shareholder or director of the Borrower or any
actual or purported violation of the Borrower's Governing Documents or any other
agreement or instrument to which the Borrower is a party or by which any of its
properties is bound.  Promptly after receipt of any Claim by a third
party against an Indemnified Party which may result in an entitlement to
indemnification under this paragraph, the Administrative Agent or Indemnified
Party shall send a copy thereof to the Borrower, and Borrower shall have the
right to defend such claim at its expense with counsel reasonably satisfactory
to the Indemnified Party, as long as such defense is being expeditiously
conducted.  Notwithstanding the foregoing, the failure to promptly
give such notice shall not negate or impair the Borrower's indemnification
obligations hereunder, but shall give Borrower the right to offset against any
indemnification payment required to be made by it hereunder with respect to such
Claim an amount equal to any damages caused to the Borrower by the failure to
give such prompt notice.  Neither the Borrower nor any Indemnified
Party shall settle any third party Claim without the prior written consent of
the other party, which consent shall not be unreasonably withheld or
delayed.  In addition, the Borrower shall, upon demand, pay to the
Administrative Agent all costs and expenses incurred by the Administrative Agent
(including the reasonable fees and disbursements of counsel and other
professionals) in connection with the preparation, execution, delivery,
administration, modification and amendment of the Loan Documents, and pay to the
Administrative Agent, each Lender and BAS, as the case may be, all costs and
expenses (including the reasonable fees and disbursements of counsel and other
professionals) paid or incurred by the Administrative Agent, such Lender or BAS
in (A) enforcing or defending its rights under or in respect of this Agreement,
the other Loan Documents or any other document or instrument (other than the Fee
Letter, except with respect to the obligation to pay the Agency Fee, as defined
therein) now or hereafter executed and delivered in connection herewith, (B)
collecting the Obligations or otherwise administering this Agreement and (C)
foreclosing or otherwise realizing upon the Collateral or any part thereof. If
and to the extent that the obligations of the Borrower hereunder are
unenforceable for any reason, the Borrower hereby agrees to make the maximum
contribution to the payment and satisfaction of such obligations that is
permissible under Applicable Law.


    
      
         


      

      
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    (b)           The
Borrower shall reimburse the Administrative Agent for all Extraordinary
Expenses.  The Borrower shall also reimburse the Administrative Agent
for all reasonable out-of-pocket legal, accounting, appraisal, consulting, and
other fees, costs and expenses incurred by it in connection with (a) negotiation
and preparation of any Loan Documents, including any amendment or other
modification thereof; (b) proper enforcement actions relating to any Collateral,
Loan Documents and transactions contemplated thereby, including any actions
taken to perfect or maintain priority of the Administrative Agent's Liens on any
Collateral, to maintain any insurance required hereunder or to verify
Collateral; and (c) subject to the limits of Section 7.1(g), each
inspection, audit or appraisal with respect to the Borrower or Collateral,
whether prepared by the Administrative Agent's personnel or a third
party.  All amounts reimbursable by the Borrower under this Section
shall constitute Obligations secured by the Collateral and shall be payable
within 10 days (5 days, in the case of reimbursement for appraisal or Collateral
inspection costs and expenses) after demand, therefor, accompanied by reasonably
detailed descriptions of the fees, costs and expenses for which reimbursement is
demanded.

     

    (c)           The
Borrower's obligations under Sections 4.6 and 4.7 and this Section 10.4 shall
survive any termination of this Agreement and the other Loan Documents, the
termination and the payment in full of the Obligations, and are in addition to,
and not in substitution of, any of the other Obligations.

     

    SECTION
10.5        Nonliability of the
Administrative Agent and Lenders. The
relationship among the Borrower and each Lender shall be solely that of borrower
and lender. Neither the Administrative Agent nor any Lender shall have any
fiduciary responsibilities to the Borrower. Neither the Administrative Agent nor
any Lender undertakes any responsibility to the Borrower to review or inform the
Borrower of any matter in connection with any phase of the Borrower' business or
operations.

     

    SECTION
10.6        Counterparts; Telecopied
Signatures. This
Agreement and any waiver or amendment hereto may be executed in counterparts and
by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all of which shall together constitute
one and the same instrument. This Agreement and each of the other Loan Documents
may be executed and delivered by telecopier or other facsimile transmission all
with the same force and effect as if the same was a fully executed and delivered
original manual counterpart.

     

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


    
      
         


      

      
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    SECTION
10.8        Maximum
Rate.
Notwithstanding anything to the contrary contained elsewhere in this Agreement
or in any other Loan Document, the parties hereto hereby agree that all
agreements between them under this Agreement and the other Loan Documents,
whether now existing or hereafter arising and whether written or oral, are
expressly limited so that in no contingency or event whatsoever shall the amount
paid, or agreed to be paid, to the Administrative Agent or any Lender for the
use, forbearance, or detention of the money loaned to the Borrower and evidenced
hereby or thereby or for the performance or payment of any covenant or
obligation contained herein or therein, exceed the maximum non-usurious interest
rate, if any, that at any time or from time to time may be contracted for,
taken, reserved, charged or received on the Obligations, under the laws of the
State of New York (or the laws of any other jurisdiction whose laws may be
mandatorily applicable notwithstanding other provisions of this Agreement and
the other Loan Documents), or under applicable federal laws which may presently
or hereafter be in effect and which allow a higher maximum non-usurious interest
rate than under the laws of the State of New York (or such other jurisdiction),
in any case after taking into account, to the extent permitted by Applicable
Law, any and all relevant payments or charges under this Agreement and the other
Loan Documents executed in connection herewith, and any available exemptions,
exceptions and exclusions (the "Highest Lawful Rate"). If due to any
circumstance whatsoever, fulfillment of any provision of this Agreement or any
of the other Loan Documents at the time performance of such provision shall be
due shall exceed the Highest Lawful Rate, then, automatically, the obligation to
be fulfilled shall be modified or reduced to the extent necessary to limit such
interest to the Highest Lawful Rate, and if from any such circumstance any
Lender should ever receive anything of value deemed interest by Applicable Law
which would exceed the Highest Lawful Rate, such excessive interest shall be
applied to the reduction of the principal amount then outstanding hereunder or
on account of any other then outstanding Obligations and not to the payment of
interest, or if such excessive interest exceeds the principal unpaid balance
then outstanding hereunder and such other then outstanding Obligations, such
excess shall be refunded to the Borrower. All sums paid or agreed to be paid to
the Lenders for the use, forbearance, or detention of the Obligations and other
Indebtedness of the Borrower to the Lenders shall, to the extent permitted by
Applicable Law, be amortized, prorated, allocated and spread throughout the full
term of such Indebtedness, until payment in full thereof, so that the actual
rate of interest on account of all such Indebtedness does not exceed the Highest
Lawful Rate throughout the entire term of such Indebtedness. The terms and
provisions of this Section shall control every other provision of this
Agreement, the other Loan Documents and all other agreements among the parties
hereto.

     

    SECTION
10.9        Entire Agreement;
Interpretation. This
Agreement and the other Loan Documents constitute the entire agreement among the
parties, supersede any prior written and verbal agreements among them. This
Agreement shall be deemed to have been jointly drafted, and no provision of it
shall be interpreted or construed for or against a party because such party
purportedly prepared or requested such provision, any other provision, or this
Agreement as a whole.


    
      
         


      

      
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    SECTION
10.10      LIMITATION OF
LIABILITY. NEITHER
THE ADMINISTRATIVE AGENT NOR ANY LENDER SHALL HAVE ANY LIABILITY TO THE BORROWER
(WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR OTHERWISE) FOR LOSSES SUFFERED
BY THE BORROWER IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO THE
TRANSACTIONS OR RELATIONSHIPS CONTEMPLATED BY THIS AGREEMENT, OR ANY ACT,
OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, UNLESS IT IS DETERMINED BY
A FINAL AND NONAPPEALABLE JUDGMENT OR COURT ORDER BINDING ON THE ADMINISTRATIVE
AGENT OR SUCH LENDER THAT THE LOSSES WERE THE RESULT OF ACTS OR OMISSIONS
CONSTITUTING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE ADMINISTRATIVE AGENT
OR SUCH LENDER. THE BORROWER HEREBY WAIVES ALL FUTURE CLAIMS AGAINST THE
ADMINISTRATIVE AGENT AND EACH LENDER FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR
PUNITIVE DAMAGES.

     

    SECTION
10.11      GOVERNING
LAW. THE
VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS, WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR
OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS
OF LAW PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW) AND DECISIONS OF THE STATE OF NEW YORK.

     

    SECTION
10.12       SUBMISSION TO
JURISDICTION. ALL
DISPUTES BETWEEN OR AMONG THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY LENDER
BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO (I) THIS AGREEMENT; (II)
ANY OTHER LOAN DOCUMENT OR OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT
BETWEEN OR AMONG THE BORROWER, THE ADMINISTRATIVE AGENT AND A LENDER; OR (III)
ANY CONDUCT, ACT OR OMISSION OF THE BORROWER, THE ADMINISTRATIVE AGENT, A LENDER
OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADMINISTRATIVE
AGENTS, ATTORNEYS OR OTHER AFFILIATES, IN EACH CASE WHETHER SOUNDING IN
CONTRACT, TORT OR EQUITY OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE AND
FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK AND THE COURTS TO WHICH AN APPEAL
THEREFROM MAY BE TAKEN; PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT SHALL
HAVE THE RIGHT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TO PROCEED
AGAINST THE BORROWER OR ITS PROPERTY IN (A) ANY COURTS OF COMPETENT JURISDICTION
AND VENUE AND (B) ANY LOCATION SELECTED BY THE ADMINISTRATIVE AGENT TO ENABLE
THE ADMINISTRATIVE AGENT TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT
OR OTHER COURT ORDER IN FAVOR OF THE ADMINISTRATIVE AGENT. THE BORROWER AGREES
THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS, SETOFFS OR CROSS-CLAIMS IN
ANY PROCEEDING BROUGHT BY THE ADMINISTRATIVE AGENT. THE BORROWER WAIVES ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH THE
ADMINISTRATIVE AGENT HAS COMMENCED A PROCEEDING, INCLUDING ANY OBJECTION TO THE
LAYING OF VENUE OR BASED ON FORUM NON CONVENIENS.


    
      
         


      

      
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    SECTION
10.13      JURY
TRIAL. EACH OF
THE PARTIES HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON,
ARISING OUT OF, OR IN ANY WAY RELATING TO (I) THIS AGREEMENT; (II) ANY OTHER
LOAN DOCUMENT OR OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN OR
AMONG THE BORROWER, THE ADMINISTRATIVE AGENT AND A LENDER; OR (III) ANY CONDUCT,
ACT OR OMISSION OF THE BORROWER, THE ADMINISTRATIVE AGENT, A LENDER OR ANY OF
THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADMINISTRATIVE AGENTS,
ATTORNEYS OR OTHER AFFILIATES, IN EACH CASE WHETHER SOUNDING IN CONTRACT, TORT
OR EQUITY OR OTHERWISE.

     

    SECTION
10.14       Confidentiality.

     

    (a)           The
Lenders and the Administrative Agent agree to keep confidential, in accordance
with their customary procedures for handling confidential information of this
nature and in accordance with safe and sound business practices, any information
about the Borrower or any other Persons known by the Lender to be Affiliates of
the Borrower supplied by the Borrower to, or otherwise learned from the
Borrower, by the Lenders or the Administrative Agent pursuant to this Agreement
(collectively, "Covered Information"), provided that (x) the term Covered
Information shall not include any information that is or becomes generally
available to the public other than as a result of a disclosure in breach of this
Agreement (unless the Lender has reason to believe that such information became
generally available to the public through a source that was not authorized by
the Borrower or any Affiliate thereof to make such information available to the
public), and (y) nothing herein shall limit the disclosure of any Covered
Information (i) to the extent required by statute, rule, regulation or judicial
process (subject to Section 10.14(b) below), (ii) to
counsel for the Lenders, (iii) to bank examiners, auditors or accountants, (iv)
in connection with any litigation to which any Lender is a party (subject to
Section 10.14(b) below), (v) to a
subsidiary or affiliate of any Lender as provided in paragraph (a) above or (vi)
to any assignee or participant (or prospective assignee or participant) so long
as the Borrower shall have consented to such Person becoming an assignee or
participant and such Person first executes and delivers to the Lender a
Confidentiality Agreement substantially in the form of Exhibit K hereto.

     

    (b)           In
the case of Sections 10.14(a)(y)(i)
and (iv) above only, in
the event that any Lender or the Administrative Agent is requested or required
(by law, regulation, rule, oral questions, deposition, interrogatories, requests
for information or documents in legal proceedings, subpoena, civil investigative
demand or other similar process) to disclose any of the Covered Information,
each such Person agrees (to the extent not prohibited from doing as a result of
such law, regulation or legal process), as soon as practical, to notify the
Borrower in writing of the existence, terms and circumstances of any such
request or requirement so that the Borrower, at its expense, may seek a
protective order or other appropriate remedy and/or waive compliance with the
provisions of Section 10.14(a) with respect
thereto.  The Lenders and the Administrative Agent agree to reasonably
cooperate with the Borrower, at the Borrower's expense, in seeking such
protective order or other appropriate remedy.  If, in the absence of a
protective order or other remedy or the receipt of a waiver by the Borrower,
such person is nonetheless, in the view of counsel, legally required to disclose
Covered Information, such Person may, without liability hereunder, disclose that
portion of the Covered Information that such counsel advises such Person is
legally required to be disclosed provided that such Person shall reasonably
cooperate with the Borrower's efforts, at the Borrower's expense, to obtain an
appropriate protective order or other reliable assurance that confidential
treatment will be accorded the Covered Information so disclosed if such
Affiliate, representative or agent has not delivered a Confidentiality Agreement
to the Borrower.


    
      
         


      

      
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    (c)           Each
Lender and the Administrative Agent shall be responsible and liable for any act
or conduct of its Affiliates, representatives or agents which shall be a breach
of any Confidentiality Agreement or the confidentiality obligations in this
Agreement.

     

    ARTICLE
XI

    BENEFIT
OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS

     

    SECTION
11.1        Successors and
Assigns.  This Agreement shall be binding upon
and inure to the benefit of Borrower, the Administrative Agent and Lenders and
their respective successors and assigns (which, in the case of the
Administrative Agent, shall include any successor Administrative Agent appointed
pursuant to Section 9.8), except that (i) Borrower shall
not have the right to assign its rights or delegate performance of any of its
obligations under any of the Loan Documents and (ii) any assignment by any
Lender must be made in compliance with Section 11.3.  The Administrative Agent
may treat the Person which made any Loan or holds any Note as the owner thereof
for all purposes hereof unless and until such Person complies with
Section 11.3 in the
case of an assignment thereof or, in the case of any other transfer, a written
notice of the transfer is filed with the Administrative Agent.  Any
assignee or transferee of any rights with respect to any Note or Loan agrees by
acceptance thereof to be bound by all the terms and provisions of the Loan
Documents.  Any request, authority or consent of any Person, who at
the time of making such request or giving such authority or consent is the
holder of a Note, shall be conclusive and binding on any subsequent holder,
transferee or assignee of such Note or of any Note or Notes issued in exchange
therefor.

     

    SECTION
11.2        Participations.

     

    (a)           Permitted
Participants; Effect.  Any Lender may, in
the ordinary course of its business and in accordance with Applicable Law,
at any time sell to one or more banks or other financial institutions (each a
"Participant") a participating interest in any of the Obligations owing to
such Lender, any Commitment of such Lender or any other interest of such
Lender under any of the Loan Documents.  In the event of any
such sale by a Lender of participating interests to a Participant,
such Lender's obligations under the Loan Documents shall remain
unchanged, such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, such Lender shall remain the
holder of its Loans and Commitments for all purposes under the Loan Documents,
all amounts payable by the Borrower under this Agreement and any of the Notes
shall be determined as if such Lender had not sold such participating
interests, and the Borrower and the Administrative Agent shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under the Loan Documents.  If a Lender
sells a participation to a Person other than an Affiliate of such Lender,
then such Lender shall give prompt written notice thereof to the Borrower
and the Administrative Agent.  A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of this
Agreement unless the Borrower is notified of the participation sold to
Participant and such Participant agrees in a written instrument reasonably
acceptable to the Borrower, for the benefit of Borrower, to comply with Section 4.7 as though
such Participant were a Lender, and such Participant complies with such Section 4.7.


    
      
         


      

      
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    (b)           Voting
Rights.  Each
Lender shall retain the sole right to approve, without the consent of any
Participant, any amendment, modification or waiver of any provision of the Loan
Documents.

     

    (c)           Notices.  Each
Lender shall be solely responsible for notifying its Participants of any matters
relating to the Loan Documents to the extent that any such notice may be
required, and neither the Administrative Agent, the Borrower nor any other
Lender shall have any obligation, duty or liability to any Participant of any
other Lender.  Without limiting the generality of the foregoing,
neither the Administrative Agent, the Borrower nor any Lender shall have any
obligation to give notices or to provide documents or information to a
Participant of another Lender.


    
      
         


      

      
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    SECTION
11.3        Assignments.

     

    (a)           Permitted
Assignments.  Subject
to its compliance with Section 11.3(b), a Lender
may, in accordance with Applicable Law and, as long as no Event of Default is
continuing, subject to the consent of the Borrower, which consent shall not
unreasonably be withheld, at any time assign to any Eligible Assignee all or any
part of its rights and obligations under the Loan Documents, so long as
(i) each assignment is of a constant, and not a varying, ratable percentage
of all of the transferor Lender's rights and obligations under the Loan
Documents with respect to the Loans and the LC Obligations and,
in the case of a partial assignment, is in a minimum principal
amount of $25,000,000 (unless otherwise agreed by the Administrative Agent and
the Borrower in their discretion) and integral multiples of $5,000,000 in excess
of that amount; (ii) except in the case of an assignment in whole of a
Lender's rights and obligations under the Loan Documents or an assignment
by one original signatory to this Agreement to another such signatory,
immediately after giving effect to any assignment, the aggregate amount of the
Commitments retained by the transferor Lender shall in no event be less than
$25,000,000 (unless otherwise agreed by the Administrative Agent and the
Borrower in their discretion); and (iii) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording, an Assignment and Acceptance.  Nothing
contained herein shall limit in any way the right of a Lender to pledge or
assign all or any portion of its rights under this Agreement or with respect to
any of the Obligations to any Federal Reserve Bank or the United States Treasury
as collateral security pursuant to Regulation A of the Board of Governors
and any Operating Circular issued by such Federal Reserve Bank, provided that
any payment by the Borrower to the assigning Lender in respect of any assigned
Obligations in accordance with the terms of this Agreement shall satisfy the
Borrower's obligations hereunder in respect of such assigned Obligations to the
extent of such payment, and no such assignment shall release the assigning
Lender from its obligations hereunder.

     

    (b)           Effect;
Effective Date.  Upon
(i) delivery to the Administrative Agent of a notice of assignment
substantially in the form attached as Exhibit D hereto,
together with any consents required by Section 11.3(a), and
(ii) payment of a $3,500 fee to the Administrative Agent for processing any
assignment to an Eligible Assignee that is not an Affiliate of the
transferor Lender, such assignment shall become effective on the effective
date specified in such notice of assignment.  The Assignment and
Acceptance shall contain a representation and warranty by the Eligible Assignee
that the assignment evidenced thereby will not result in a non-exempt
"prohibited transaction" under Section 406 of ERISA.  On and
after the effective date of such assignment, such Eligible Assignee shall for
all purposes be a Lender party to this Agreement and the other
Loan Documents executed by the Lenders and shall have all the rights and
obligations of a Lender under the Loan Documents to the same extent as if
it were an original party thereto, and no further consent or action by
Borrower, Lenders or the Administrative Agent shall be required to release the
transferor Lender with respect to the Commitment (or portion thereof) of such
Lender and Obligations assigned to such Eligible Assignee.  Without
limiting the generality of the foregoing, such Eligible Assignee shall be
subject to and bound by all of the Loan Documents.  Upon the
consummation of any assignment to an Eligible Assignee pursuant to this
Section 11.3, the
transferor Lender, the Administrative Agent and Borrower shall make appropriate
arrangements so that replacement Notes are issued to such transferor Lender and
new Notes or, as appropriate, replacement Notes, are issued to such Eligible
Assignee, in each case in principal amounts reflecting their respective
Commitments, as adjusted pursuant to such assignment.  If the
transferor Lender shall have assigned all of its interests, rights and
obligations under this Agreement pursuant to Section 11.3(a), then (i)
such transferor Lender shall no longer have any obligation to indemnify the
Administrative Agent with respect to any transactions, events or
occurrences that transpire after the effective date of such assignment,
(ii) each Eligible Assignee to which such transferor Lender shall make an
assignment shall be responsible to the Administrative Agent to indemnify the
Administrative Agent in accordance with this Agreement with respect to
transactions, events and occurrences transpiring on and after the effective date
of such assignment to it, and (iii) the transferor Lender shall continue to
be entitled to the benefits of those provisions of the Loan Documents (including
indemnities from the Borrower) that survive Full Payment of the
Obligations.


    
      
         


      

      
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    (c)           Dissemination of
Information.  The Borrower authorizes each Lender and
the Administrative Agent to disclose to any Participant, any Eligible Assignee
or any other Person acquiring an interest in the Loan Documents by
operation of law (each a "Transferee"), and any prospective Transferee, any and
all information in the Administrative Agent's or such Lender's possession
concerning the Borrower, the Subsidiaries of the Borrower or the Collateral,
subject to execution, prior to any such disclosure of a Confidentiality
Agreement in the form of Exhibit K on the part of such
Transferee.

     

    [Signatures
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    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their proper and duly authorized officers as of the date first set forth
above.

     

    
      
        	
                 

              	

                WESTPOINT
      HOME, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ John M. Jureller

              
	 
      	
                  Name:  John M. Jureller
      

              
	 
      	
                  Title:
      Chief Financial Officer

              
	 
      	 
      
	 
      	
                Address:

              
	 
      	
                1185
      Avenue of the Americas

              
	 
      	
                New
      York, New York 10036

              
	 
      	
                Attention:  John
      M. Jureller

              
	 
      	
                Telecopier
      No.: (212) 930-2275

              
	 
      	 
      
	
                Commitment:  $250,000,000.00

              	
                BANK OF AMERICA, N.A.,
      as a Lender,

              
	 
      	
                Issuing
      Bank and the Administrative Agent

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ John Yankauskas

              
	 
      	
                  Name:  John
      Yankauskas

              
	 
      	
                  Title:
      Senior Vice President

              
	 
      	 
      
	 
      	
                Address:

              
	 
      	
                300
      Galleria Parkway, N.W.

              
	 
      	
                Suite
      800

              
	 
      	
                Atlanta,
      Georgia  30335

              
	 
      	
                Attention:  Office
      Head

              
	 
      	
                Telecopier
      No.:  (770)
859-2437

              


      

    


    
      
         


      

      
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