Exhibit 10.1


Published CUSIP Number
01881CAA3


AMENDED AND RESTATED
CREDIT AGREEMENT


Dated as of March 29,
2007


among


ALLIANT TECHSYSTEMS INC.,


as the Borrower,


BANK OF AMERICA, N.A.,


as Administrative Agent


and


The Lenders Party Hereto


CALYON, NEW YORK BRANCH,


as Syndication Agent


ROYAL BANK OF SCOTLAND


U.S. BANK NATIONAL ASSOCIATION,


as Co-Documentation
Agents


BANC OF AMERICA SECURITIES LLC


CALYON, NEW YORK BRANCH,


as Joint Lead Arrangers


BANC OF AMERICA SECURITIES LLC,


as Sole Bookrunning Manager















***


TABLE
OF CONTENTS


	
  Section

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
  ARTICLE I

  	
   

  	
   

  
	
   

  	
   

  	
  DEFINITIONS AND
  ACCOUNTING TERMS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.01

  	
   

  	
  Defined Terms

  	
   

  	
  2

  
	
  1.02

  	
   

  	
  Other Interpretive Provisions

  	
   

  	
  34

  
	
  1.03

  	
   

  	
  Accounting Terms

  	
   

  	
  34

  
	
  1.04

  	
   

  	
  Rounding

  	
   

  	
  35

  
	
  1.05

  	
   

  	
  References to Agreements and Laws

  	
   

  	
  35

  
	
  1.06

  	
   

  	
  Times of Day

  	
   

  	
  35

  
	
  1.07

  	
   

  	
  Letter of Credit Amounts

  	
   

  	
  35

  
	
  1.08

  	
   

  	
  Currency Equivalents Generally

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE II

  	
   

  	
   

  
	
   

  	
   

  	
  THE COMMITMENTS
  AND CREDIT EXTENSIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.01

  	
   

  	
  The Loans

  	
   

  	
  36

  
	
  2.02

  	
   

  	
  Borrowings, Conversions and Continuations of Loans

  	
   

  	
  37

  
	
  2.03

  	
   

  	
  Letters of Credit

  	
   

  	
  38

  
	
  2.04

  	
   

  	
  Swing Line Loans

  	
   

  	
  48

  
	
  2.05

  	
   

  	
  Prepayments

  	
   

  	
  50

  
	
  2.06

  	
   

  	
  Termination or Reduction of Commitments

  	
   

  	
  52

  
	
  2.07

  	
   

  	
  Repayment of Loans

  	
   

  	
  53

  
	
  2.08

  	
   

  	
  Interest

  	
   

  	
  54

  
	
  2.09

  	
   

  	
  Fees

  	
   

  	
  55

  
	
  2.10

  	
   

  	
  Computation of Interest and Fees

  	
   

  	
  55

  
	
  2.11

  	
   

  	
  Evidence of Indebtedness

  	
   

  	
  56

  
	
  2.12

  	
   

  	
  Payments Generally

  	
   

  	
  56

  
	
  2.13

  	
   

  	
  Sharing of Payments

  	
   

  	
  58

  
	
  2.14

  	
   

  	
  Increase in Revolving Commitments

  	
   

  	
  59

  
	
  2.15

  	
   

  	
  Increase in Term Loan Commitments

  	
   

  	
  60

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE III

  	
   

  	
   

  
	
   

  	
   

  	
  TAXES, YIELD
  PROTECTION AND ILLEGALITY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.01

  	
   

  	
  Taxes

  	
   

  	
  62

  
	
  3.02

  	
   

  	
  Illegality

  	
   

  	
  63

  
	
  3.03

  	
   

  	
  Inability to Determine Rates

  	
   

  	
  64

  
	
  3.04

  	
   

  	
  Increased Cost and Reduced Return; Capital Adequacy;
  Reserves on

  Eurodollar Rate Loans

  	
   

  	
  64

  
	
  3.05

  	
   

  	
  Compensation for Losses

  	
   

  	
  65

  
	
  3.06

  	
   

  	
  Matters Applicable to all Requests for Compensation

  	
   

  	
  66

  
	
  3.07

  	
   

  	
  Survival

  	
   

  	
  66

  



 











 


	
  

  	
   

  	
  ARTICLE IV

  	
   

  	
   

  
	
   

  	
   

  	
  CONDITIONS
  PRECEDENT TO CREDIT EXTENSIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.01

  	
   

  	
  Conditions of Restatement

  	
   

  	
  66

  
	
  4.02

  	
   

  	
  Conditions to all Credit Extensions

  	
   

  	
  71

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE V

  	
   

  	
   

  
	
   

  	
   

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.01

  	
   

  	
  Existence, Qualification and Power; Compliance with
  Laws

  	
   

  	
  71

  
	
  5.02

  	
   

  	
  Authorization; No Contravention

  	
   

  	
  72

  
	
  5.03

  	
   

  	
  Governmental Authorization; Other Consents

  	
   

  	
  72

  
	
  5.04

  	
   

  	
  Binding Effect

  	
   

  	
  72

  
	
  5.05

  	
   

  	
  Financial Statements; No Material Adverse Effect

  	
   

  	
  73

  
	
  5.06

  	
   

  	
  Litigation

  	
   

  	
  73

  
	
  5.07

  	
   

  	
  No Default

  	
   

  	
  73

  
	
  5.08

  	
   

  	
  Ownership of Property; Liens; Investments

  	
   

  	
  74

  
	
  5.09

  	
   

  	
  Environmental Matters

  	
   

  	
  74

  
	
  5.10

  	
   

  	
  Insurance

  	
   

  	
  75

  
	
  5.11

  	
   

  	
  Taxes

  	
   

  	
  75

  
	
  5.12

  	
   

  	
  ERISA Compliance

  	
   

  	
  75

  
	
  5.13

  	
   

  	
  Subsidiaries; Equity Interests

  	
   

  	
  76

  
	
  5.14

  	
   

  	
  Margin Regulations; Investment Company Act

  	
   

  	
  77

  
	
  5.15

  	
   

  	
  Disclosure

  	
   

  	
  77

  
	
  5.16

  	
   

  	
  Compliance with Laws

  	
   

  	
  77

  
	
  5.17

  	
   

  	
  Intellectual Property; Licenses, Etc

  	
   

  	
  77

  
	
  5.18

  	
   

  	
  Solvency

  	
   

  	
  78

  
	
  5.19

  	
   

  	
  Casualty, Etc

  	
   

  	
  78

  
	
  5.20

  	
   

  	
  Perfection, Etc

  	
   

  	
  78

  
	
  5.21

  	
   

  	
  Designated Senior Indebtedness

  	
   

  	
  78

  
	
  5.22

  	
   

  	
  Loan Parties Consolidated Assets

  	
   

  	
  78

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VI

  	
   

  	
   

  
	
   

  	
   

  	
  AFFIRMATIVE
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.01

  	
   

  	
  Financial Statements

  	
   

  	
  79

  
	
  6.02

  	
   

  	
  Certificates; Other Information

  	
   

  	
  79

  
	
  6.03

  	
   

  	
  Notices

  	
   

  	
  82

  
	
  6.04

  	
   

  	
  Payment of Obligations

  	
   

  	
  83

  
	
  6.05

  	
   

  	
  Preservation of Existence, Etc

  	
   

  	
  83

  
	
  6.06

  	
   

  	
  Maintenance of Properties

  	
   

  	
  83

  
	
  6.07

  	
   

  	
  Maintenance of Insurance

  	
   

  	
  83

  
	
  6.08

  	
   

  	
  Compliance with Laws

  	
   

  	
  84

  
	
  6.09

  	
   

  	
  Books and Records

  	
   

  	
  84

  
	
  6.10

  	
   

  	
  Inspection Rights

  	
   

  	
  84

  
	
  6.11

  	
   

  	
  Use of Proceeds

  	
   

  	
  84

  
	
  6.12

  	
   

  	
  Covenant to Guarantee Obligations and Give Security

  	
   

  	
  84

  



 



 ii
 








 


	
  6.13

  	
   

  	
  Further Assurances

  	
   

  	
  86

  
	
  6.14

  	
   

  	
  Material Contracts

  	
   

  	
  87

  
	
  6.15

  	
   

  	
  Conditions Subsequent to the Restatement Closing
  Date

  	
   

  	
  87

  
	
  6.16

  	
   

  	
  Assignable Government Contract Claims

  	
   

  	
  87

  
	
  6.17

  	
   

  	
  Preparation of Environmental Reports

  	
   

  	
  87

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VII

  	
   

  	
   

  
	
   

  	
   

  	
  NEGATIVE
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.01

  	
   

  	
  Liens

  	
   

  	
  88

  
	
  7.02

  	
   

  	
  Indebtedness

  	
   

  	
  90

  
	
  7.03

  	
   

  	
  Investments

  	
   

  	
  92

  
	
  7.04

  	
   

  	
  Fundamental Changes

  	
   

  	
  94

  
	
  7.05

  	
   

  	
  Dispositions

  	
   

  	
  95

  
	
  7.06

  	
   

  	
  Restricted Payments

  	
   

  	
  96

  
	
  7.07

  	
   

  	
  Change in Nature of Business

  	
   

  	
  97

  
	
  7.08

  	
   

  	
  Transactions with Affiliates

  	
   

  	
  97

  
	
  7.09

  	
   

  	
  Burdensome Agreements

  	
   

  	
  97

  
	
  7.10

  	
   

  	
  Financial Covenants

  	
   

  	
  98

  
	
  7.11

  	
   

  	
  Loan Parties Consolidated Assets

  	
   

  	
  98

  
	
  7.12

  	
   

  	
  Amendments of Organization Documents

  	
   

  	
  98

  
	
  7.13

  	
   

  	
  Accounting Changes

  	
   

  	
  99

  
	
  7.14

  	
   

  	
  Prepayments, Etc. of Indebtedness

  	
   

  	
  99

  
	
  7.15

  	
   

  	
  Amendment, Etc. of Related Documents

  	
   

  	
  99

  
	
  7.16

  	
   

  	
  Speculative Transactions

  	
   

  	
  99

  
	
  7.17

  	
   

  	
  Material Contracts

  	
   

  	
  99

  
	
  7.18

  	
   

  	
  No Other Designated Senior Indebtedness

  	
   

  	
  99

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VIII

  	
   

  	
   

  
	
   

  	
   

  	
  EVENTS OF
  DEFAULT AND REMEDIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.01

  	
   

  	
  Events of Default

  	
   

  	
  100

  
	
  8.02

  	
   

  	
  Remedies upon Event of Default

  	
   

  	
  102

  
	
  8.03

  	
   

  	
  Application of Funds

  	
   

  	
  102

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE IX

  	
   

  	
   

  
	
   

  	
   

  	
  ADMINISTRATIVE
  AGENT AND OTHER AGENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.01

  	
   

  	
  Appointment and Authorization of Agents

  	
   

  	
  103

  
	
  9.02

  	
   

  	
  Delegation of Duties

  	
   

  	
  104

  
	
  9.03

  	
   

  	
  Liability of Agents

  	
   

  	
  104

  
	
  9.04

  	
   

  	
  Reliance by Agents

  	
   

  	
  105

  
	
  9.05

  	
   

  	
  Notice of Default

  	
   

  	
  105

  
	
  9.06

  	
   

  	
  Credit Decision; Disclosure of Information by Agents

  	
   

  	
  106

  
	
  9.07

  	
   

  	
  Indemnification of Agents

  	
   

  	
  106

  
	
  9.08

  	
   

  	
  Agents in their Individual Capacities

  	
   

  	
  107

  
	
  9.09

  	
   

  	
  Successor Agents

  	
   

  	
  107

  



 



 iii
 








 


	
  9.10

  	
   

  	
  Administrative Agent May File Proofs of Claim

  	
   

  	
  108

  
	
  9.11

  	
   

  	
  Collateral and Guaranty Matters

  	
   

  	
  109

  
	
  9.12

  	
   

  	
  Other Agents; Arrangers and Managers

  	
   

  	
  109

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE X

  	
   

  	
   

  
	
   

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.01

  	
   

  	
  Amendments, Etc

  	
   

  	
  109

  
	
  10.02

  	
   

  	
  Notices and Other Communications; Facsimile Copies

  	
   

  	
  111

  
	
  10.03

  	
   

  	
  No Waiver; Cumulative Remedies

  	
   

  	
  112

  
	
  10.04

  	
   

  	
  Attorney Costs, Expenses and Taxes

  	
   

  	
  113

  
	
  10.05

  	
   

  	
  Indemnification by the Borrower

  	
   

  	
  113

  
	
  10.06

  	
   

  	
  Payments Set Aside

  	
   

  	
  114

  
	
  10.07

  	
   

  	
  Successors and Assigns

  	
   

  	
  114

  
	
  10.08

  	
   

  	
  Confidentiality

  	
   

  	
  118

  
	
  10.09

  	
   

  	
  Setoff

  	
   

  	
  119

  
	
  10.10

  	
   

  	
  Interest Rate Limitation

  	
   

  	
  120

  
	
  10.11

  	
   

  	
  Counterparts

  	
   

  	
  120

  
	
  10.12

  	
   

  	
  Integration

  	
   

  	
  120

  
	
  10.13

  	
   

  	
  Survival of Representations and Warranties

  	
   

  	
  120

  
	
  10.14

  	
   

  	
  Severability

  	
   

  	
  121

  
	
  10.15

  	
   

  	
  Tax Forms

  	
   

  	
  121

  
	
  10.16

  	
   

  	
  No Advisory or Fiduciary Responsibility

  	
   

  	
  123

  
	
  10.17

  	
   

  	
  Replacement of Lenders

  	
   

  	
  123

  
	
  10.18

  	
   

  	
  Governing Law

  	
   

  	
  124

  
	
  10.19

  	
   

  	
  Waiver of Right to Trial by Jury

  	
   

  	
  124

  
	
  10.20

  	
   

  	
  Binding Effect

  	
   

  	
  124

  
	
  10.21

  	
   

  	
  USA PATRIOT Act Notice

  	
   

  	
  125

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURES

  	
   

  	
  S-1

  



 



 iv
 








 


	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  Guarantors

  
	
  1.01

  	
   

  	
  Existing Letters of Credit

  
	
  2.01

  	
   

  	
  Commitments and Pro Rata Shares

  
	
  5.03

  	
   

  	
  Certain Authorizations

  
	
  5.05

  	
   

  	
  Material Debt and Liabilities

  
	
  5.08(c)

  	
   

  	
  Owned Real Property

  
	
  5.09(c)

  	
   

  	
  Treatment, Storage and Disposal Facilities

  
	
  5.13

  	
   

  	
  Subsidiaries and Other Equity Investments

  
	
  7.01(b) 

  	
   

  	
  Existing Liens

  
	
  7.02(e)

  	
   

  	
  Existing Indebtedness

  
	
  7.03(d) 

  	
   

  	
  Existing Investments

  
	
  10.02

  	
   

  	
  Administrative Agent’s Office, Certain Addresses for
  Notices

  



 


	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Form of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  Committed Loan Notice

  
	
  B

  	
   

  	
  Swing Line Loan Notice

  
	
  C-1

  	
   

  	
  Term Note

  
	
  C-2

  	
   

  	
  Revolving Credit Note

  
	
  D

  	
   

  	
  Compliance Certificate

  
	
  E

  	
   

  	
  Assignment and Assumption

  
	
  F

  	
   

  	
  Guaranty

  
	
  G

  	
   

  	
  Security Agreement

  
	
  H

  	
   

  	
  Mortgage

  
	
  I

  	
   

  	
  Solvency Certificate

  
	
  J-1

  	
   

  	
  Opinion Matters – Counsel to Loan Parties

  
	
  J-2

  	
   

  	
  Opinion Matters – Local Counsel to Loan Parties

  
	
  J-3

  	
   

  	
  Opinion Matters – General Counsel to Borrower

  
	
  K

  	
   

  	
  Incremental Term Facility Supplement

  
	
  L

  	
   

  	
  Joinder Agreement

  



 



 v














AMENDED AND RESTATED
CREDIT AGREEMENT


This AMENDED AND RESTATED
CREDIT AGREEMENT (this “Agreement”)
is entered into as of March 29, 2007, among Alliant Techsystems Inc., a
Delaware corporation (the “Borrower”),
each lender from time to time party hereto (collectively, the “Lenders” and,
individually, a “Lender”),
the Swing Line Lender (as hereinafter defined) party hereto, each L/C Issuer
(as hereinafter defined) party hereto, BANK OF AMERICA, N.A., as Administrative
Agent (as hereinafter defined), CALYON, NEW YORK BRANCH (“Calyon”), as
Syndication Agent (as hereinafter defined), ROYAL BANK OF SCOTLAND and U.S.
BANK NATIONAL ASSOCIATION, as Co-Documentation Agents, BANC OF AMERICA
SECURITIES LLC (“BAS”)
and CALYON, as Joint Lead Arrangers, and BAS, as Sole Bookrunning Manager.


PRELIMINARY STATEMENTS:


The Borrower and certain
of its Subsidiaries (as hereinafter defined) have entered into the Credit
Agreement, dated as of March 31, 2004, as amended by Amendment No. 1 dated as
of May 5, 2005 (the “Existing
Credit Agreement”) with Bank of America, as administrative
agent, with the lenders named therein (the “Existing Lenders”) and the other parties
thereto.


In order to finance its
ongoing working capital and general corporate purposes, the Borrower has
requested, and the Lenders have agreed, to amend and restate the Existing
Credit Agreement in order to permit the Lenders to extend credit subject to the
conditions set forth herein in the form of (a) Term Loans to the Borrower as
provided herein and (b) Revolving Credit Loans to the Borrower as provided
herein and ending on the Maturity Date of which, at any time, not more than (i)
$200,000,000 in aggregate principal, notional or stated amount may be in the
form of L/C Credit Extensions provided by any L/C Issuer, and (ii) $40,000,000
in aggregate principal amount may be in the form of Swing Line Loans provided
by the Swing Line Lender.


By execution of this
Agreement, each of the Lenders shall be deemed to have assumed from each of the
Existing Lenders, as of the Restatement Closing Date, an undivided interest in
all of the rights and obligations of the Existing Lenders under the Existing
Credit Agreement such that, after giving effect to such sale and assignment as
of the Restatement Closing Date, the Commitments of and the amount of
Borrowings owing to each of the Lenders will be set forth on Schedule 2.01.


In consideration of the
mutual covenants and agreements herein contained and subject to the
satisfaction of the conditions set forth in Section 4.01, the parties hereto
agree to amend and restate the Existing Credit Agreement, in its entirety, as
follows:



 1
 








ARTICLE I


DEFINITIONS AND
ACCOUNTING TERMS


1.01         Defined
Terms.  As used in this Agreement,
the following terms shall have the meanings set forth below:


“Acquisition” means,
as to any Person, the purchase or other acquisition (in one transaction or a
series of transactions, including through a merger) of all of the Equity
Interests of another Person or all or substantially all of the property, assets
or business of another Person or of the assets constituting a business unit,
line of business or division of another Person.


“Additional Revolving Credit Lender”
means any Eligible Assignee who agrees to provide Revolving Credit Commitments
in accordance with the provisions of Section 2.14 in connection with a
request for a Revolving Credit Commitment Increase.


“Additional Term Loan Lender” means
any Eligible Assignee who agrees to provide Term Commitments in respect of one
of the Term Facilities in accordance with the provisions of Section 2.15
in connection with a request for a Term Commitment Increase.


“Administrative
Agent” means Bank of America in its capacity as administrative
agent under any of the Loan Documents, or any successor administrative agent.


“Administrative Agent’s Office”
means the Administrative Agent’s address and, as appropriate, account as set
forth on Schedule 10.02, or such other address or account as the
Administrative Agent may from time to time notify the Borrower and the Lenders.


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


“Affiliate” means,
with respect to any Person, another Person that directly, or indirectly through
one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.  “Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have
meanings correlative thereto.  Without
limiting the generality of the foregoing, a Person shall be deemed to be
Controlled by another Person if such other Person possesses, directly or
indirectly, power to vote 10% or more of the securities having ordinary voting
power for the election of directors, managing general partners or the
equivalent.


“Agent-Related Persons”
means the Administrative Agent and the other Agents, together with the respective
Affiliates (including, in the case of Bank of America as Administrative Agent,
BAS as an Arranger), and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates.


“Agents” means,
collectively, the Administrative Agent, the Syndication Agent, the
Co-Documentation Agents and any other “collateral
agent” appointed pursuant to Section 9.01(c) and for purposes
of the Mortgages, any “supplemental
collateral agent”.



 2
 








“Aggregate Commitments”
means the Commitments of all the Lenders.


“Agreement” means this
Credit Agreement.


“Alternative
Currency” means each of Euro, Sterling, Yen and any other
currency that is readily available and freely transferable and convertible into
Dollars.


“Applicable Rate”
means for any day, (a) in case of the Revolving Credit Loans and the Term A
Loans, with respect to Base Rate Loans and Eurodollar Rate Loans, and the
commitment fee payable in respect of the unutilized portion of the Revolving
Credit Facility, the applicable rate per annum set forth below in the grid
captioned “Revolving Credit Facility and Term A Facility – Applicable Rate”,
under the captions “Base Rate Percentage”, “Eurodollar Percentage” or “Commitment
Fee” cited therein, as the case may be, based upon the Senior Secured Credit Rating
and (b) in the case of any Incremental Term Loans, the applicable rate per
annum set forth in the applicable Incremental Term Facility Supplement for Base
Rate Loans and Eurodollar Rate Loans:


Revolving Credit
Facility and Term A Facility – Applicable Rate


	
  Pricing

  	
   

  	
  Senior Secured

  	
   

  	
  Commitment

  	
   

  	
  Eurodollar

  	
   

  	
  Base Rate

  	
   

  
	
  Level

  	
   

  	
  Credit Ratings

  	
   

  	
  Fee

  	
   

  	
  Percentage

  	
   

  	
  Percentage

  	
   

  
	
  1

  	
   

  	
  Baa2
  or BBB

  	
   

  	
  0.175

  	
  %

  	
  0.750

  	
  %

  	
  0.000

  	
  %

  
	
  2

  	
   

  	
  Baa3
  or BBB-

  	
   

  	
  0.200

  	
  %

  	
  0.875

  	
  %

  	
  0.000

  	
  %

  
	
  3

  	
   

  	
  Ba1
  or BB+

  	
   

  	
  0.250

  	
  %

  	
  1.000

  	
  %

  	
  0.000

  	
  %

  
	
  4

  	
   

  	
  Ba2 or BB or no

  Senior Secured

  Credit Rating

  	
   

  	
  0.375

  	
  %

  	
  1.250

  	
  %

  	
  0.250

  	
  %

  



 


Any increase or decrease
in the Applicable Rate resulting from a change in the Senior Secured Credit
Rating shall become effective as of the first Business Day immediately
following the date of such change in Senior Secured Credit Rating.


“Appropriate Lender”
means, at any time, (a) with respect to any Term Facility or the Revolving
Credit Facility, a Lender that has a Commitment with respect to such Facility
at such time, (b) with respect to the Letter of Credit Sublimit, (i) the
appropriate L/C Issuer and (ii) if any Letters of Credit have been issued
pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with
respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any
Swing Line Loans are outstanding pursuant to Section 2.04(a), the
Revolving Credit Lenders.


“Approved Fund” has
the meaning specified in Section 10.07(g).


“Arrangers”
means, collectively, (a) BAS, in its capacity as joint lead arranger and sole
bookrunning manager and (b) Calyon, in its capacity as joint lead arranger.


“Assignable Government Contract
Claims” means any Government Contract Claims that may be
assignable pursuant to the Assignment of Claims Act and Assignment of Claims
Regulations.



 3
 








“Assigned Government Contract Claims”
means any Assignable Government Contract Claims, with respect to which the
applicable Loan Party shall have duly complied with the provisions of Section
4(c) of the Security Agreement.


“Assignment and Assumption”
means an Assignment and Assumption entered into by a Lender and an assignee
(with the consent of any party whose consent is required by Section 10.07(b),
and accepted by the Administrative Agent substantially in the form of Exhibit
E or any other form approved by the Administrative Agent and consented to
by the Borrower, which consent shall not be unreasonably withheld or delayed.


“Assignment of Claims Act”
means the Assignment of Claims Act of 1940, as amended, 31 U.S.C. § 3727 and 41
U.S.C. § 15, each as may be amended, modified or superseded from time to time.


“Assignment of Claims Regulations”
means 48 C.F.R. subpart 32.8, the supplemental provisions with respect to any
Governmental Party contained in the Federal Acquisition Regulation and each
other provision of the Federal Acquisition Regulation that may be applicable to
48 C.F.R. subpart 32.8, each as may be amended, modified or superseded from
time to time.


“Assignment
of Government Contract Claims” has the meaning specified in the
Security Agreement.


“Attorney Costs” means
and includes all fees, expenses and disbursements of any law firm or other
external counsel and all out-of-pocket expenses and disbursements of internal
counsel.


“Attributable Indebtedness”
means, on any date, (a) in respect of any Capitalized Lease of any Person, the
capitalized amount of all obligations of such Person in respect thereof that
would appear on a balance sheet of such Person prepared as of such date in
accordance with GAAP, (b) in respect of any Synthetic Lease, the capitalized
amount of the remaining Synthetic Lease Obligations in respect of such
Synthetic Lease that would appear on a balance sheet of such Person prepared as
of such date in accordance with GAAP if such Synthetic Lease were accounted for
as a Capitalized Lease and (c) in respect of any Securitization Transaction of
any Person, the outstanding principal amount of such financing, after taking
into account reserve accounts.


“Audited Financial Statements”
means the audited consolidated balance sheet of the Borrower and its
consolidated Subsidiaries for the fiscal year ended March 31, 2006, and the
related consolidated statements of income or operations, shareholders’ equity
and cash flows for such fiscal year of the Borrower and its consolidated Subsidiaries,
including the notes thereto.


“Auto-Extension
Letter of Credit” has the meaning specified in Section
2.03(b)(iii).


“Availability
Period” means, in the case of the Revolving Credit Facility, the
period from and including the Restatement Closing Date to the earliest of (a)
the Maturity Date



 4
 








for the Revolving Credit Facility, (b) the date of
termination of the Revolving Credit Commitments pursuant to Section 2.06,
and (c) the date of termination of the commitment of each Revolving Credit
Lender to make Revolving Credit Loans and of the obligations of the L/C Issuers
to make L/C Credit Extensions pursuant to Section 8.02.


“Bank of America”
means Bank of America, N.A. and its successors.


“BAS” means Banc of
America Securities LLC and its successors.


“Base Rate” means, for
any day, a fluctuating rate per annum equal to the higher of (a) the Federal
Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day
as publicly announced from time to time by Bank of America as its “prime rate”.  The “prime rate” is a rate set by Bank of
America based upon various factors including Bank of America’s costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate.  Any change in such
rate announced by Bank of America shall take effect at the opening of business
on the day specified in the public announcement of such change.


“Base Rate Loan” means
a Loan that bears interest based on the Base Rate. 


“Borrower” has the
meaning specified in the introductory paragraph hereto.


“Borrower Materials”
has the meaning specified in Section 6.02.


“Borrowing”
means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing,
as the context may require.


“Business Day” means
any day other than a Saturday, Sunday or other day on which commercial banks
are authorized or required to close under the Laws of, or are in fact closed
in, the state where the Administrative Agent’s Office is located and under the
Laws of the State of New York and, if such day relates to any Eurodollar Rate
Loan, including, without limitation, determination, fundings or payments in
connection therewith, means any such day on which dealings in Dollar deposits
are conducted by and between banks in the London interbank eurodollar market.


“Calyon” means Calyon,
New York Branch and its successors.


“Capitalized Leases”
means, with respect to any Person, all leases that have been or should be, in
accordance with GAAP, recorded as capitalized leases, on the balance sheet of
such Person.


“Cash Collateralize”
has the meaning specified in Section 2.03(g).


“Cash Equivalents”
means any of the following types of Investments, to the extent owned by the
Borrower or any of its Subsidiaries free and clear of all Liens (other than
Liens created under the Collateral Documents and Specified Statutory Liens and,
solely for purposes of Investments under Section 7.03(a), any other
Permitted Liens):



 5
 








(a)           readily marketable obligations issued
or directly and fully guaranteed or insured by the United States of America or
any agency or instrumentality thereof having maturities of not more than 360
days from the date of acquisition thereof; provided that the full faith
and credit of the United States of America is pledged in support thereof;


(b)           readily marketable direct obligations
issued by any state of the United States of America or any political
subdivision of any such state or any public instrumentality thereof, in each
case maturing within one year after the date of acquisition thereof and having,
at the time of the acquisition thereof, a rating of at least P-1 from Moody’s
or at least A-1 from S&P;


(c)           time deposits with, or insured
certificates of deposit or bankers’ acceptances of, any commercial bank or
trust company that (i) (A) is a Lender, (B) is organized under the laws of the
United States of America, any state thereof or the District of Columbia or is
the principal banking subsidiary of a bank holding company organized under the
laws of the United States of America, any state thereof or the District of
Columbia, and is a member of the Federal Reserve System, or (C) any branch of a
commercial bank that is organized in a jurisdiction outside of the United
States so long as such branch is a licensed “bank” under the laws of the United
States, any state thereof or the District of Columbia and is a member of the
Federal Reserve System, (ii) issues (or the parent of which issues) commercial
paper rated as described in clause (d) of this definition and (iii) has
combined capital and surplus of at least $500,000,000, in each case with
maturities of not more than 360 days from the date of acquisition thereof;


(d)           commercial paper issued by any Person
organized under the laws of any state of the United States of America and rated
at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1”
(or the then equivalent grade) by S&P, in each case with maturities of not
more than 360 days from the date of acquisition thereof; and


(e)           Investments, classified in accordance
with GAAP as current assets of the Borrower or any of its Subsidiaries, in
money market investment programs or mutual funds registered under the
Investment Company Act of 1940, which are administered by financial institutions
that have the highest rating obtainable from either Moody’s or S&P, and
substantially all the assets of which are Investments of the character, quality
and maturity described in clauses (a), (b), (c) and (d) of this definition;


(f)            repurchase obligations entered into
with any commercial bank or trust company meeting the criteria specified in
clause (c) above, covering the securities of the type described in clauses (a)
and (b) above; and


(g)           tax exempted instruments including,
without limitation, municipal bonds, auction rate preferred stock and variable
rate demand obligations with the highest short-term ratings by either Moody’s
or S&P or a long-term rating of Aaa by Moody’s or AAA by S&P maturing
within 360 days after the acquisition thereof.


“CERCLA”
means the Comprehensive Environmental Response, Compensation and Liability Act
of 1980.



 6
 








“CERCLIS”
means the Comprehensive Environmental Response, Compensation and Liability
Information System maintained by the U.S. Environmental Protection Agency.


“Change of Control”
means, an event or series of events by which:


(a)           any “person” or “group” (as such
terms are used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, but excluding any employee benefit plan of such person or
its subsidiaries, and any person or entity acting in its capacity as trustee,
agent or other fiduciary or administrator of any such plan) becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act
of 1934, except that a person or group shall be deemed to have “beneficial
ownership” of all securities that such person or group has the right to acquire
(such right, an “option
right”), whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of 35% or more of the
equity securities of the Borrower entitled to vote for members of the board of
directors or equivalent governing body of the Borrower on a fully-diluted basis
(and taking into account all such securities that such person or group has the
right to acquire pursuant to any option right); or


(b)           during any period of 12 consecutive
calendar months, a majority of the members of the board of directors or other
equivalent governing body of the Borrower cease to be composed of individuals
(i) who were members of that board or equivalent governing body on the first
day of such period, (ii) whose election or nomination to that board or
equivalent governing body was approved by individuals referred to in clause (i)
above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body or (iii) whose election or
nomination to that board or other equivalent governing body was approved by
individuals referred to in clauses (i) and (ii) above constituting at the time
of such election or nomination at least a majority of that board or equivalent
governing body, or


(c)           a “change of control” in the Senior
Subordinated Notes Indenture, “fundamental change” in the Convertible Notes
Indenture and any such term or any comparable term defined or used in, or
comparable event described under, any Material Debt Documents shall have
occurred in respect of the Borrower.


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


“Collateral” means all
of the “Collateral” and “Mortgaged Property” referred to in the
Collateral Documents and all of the other property and assets that are or are
intended under the express terms of the Collateral Documents to be subject to
Liens in favor of the Administrative Agent for the benefit of the Secured
Parties.


“Collateral Account”
has the meaning specified in the Security Agreement.


“Collateral Documents”
means, collectively, the Security Agreement, the Intellectual Property Security
Agreement, the Mortgages, Mortgage Modifications, Security Agreement
Supplements, IP Security Agreement Supplements, and any other mortgages,
security agreements, pledge agreements, collateral assignments or other similar
agreements delivered to



 7
 








the Administrative Agent or otherwise for the benefit
of the Lenders pursuant to Section 6.12, and each of the other
agreements, instruments or documents that creates or purports to create a Lien
in favor of the Administrative Agent for the benefit of the Secured Parties.


“Commitment”
means a Term Commitment or a Revolving Credit Commitment, as the context may
require.


“Committed Loan Notice”
means a notice of (a) a Term Loan Borrowing, (b) a Revolving Credit Borrowing,
(c) a conversion (which shall not constitute a new Borrowing) of Loans from one
Type to the other, or (d) a continuation (which shall not constitute a new
Borrowing) of Eurodollar Rate Loans, pursuant to Section 2.02(a), which,
if in writing, shall be substantially in the form of Exhibit A.


“Company
Stock” means the capital stock of the Borrower other than any
Disqualified Equity Interests.


“Compensation Period”
has the meaning specified in Section 2.12(c)(ii).


“Compliance
Certificate” means a certificate substantially in the form of Exhibit
D.


“Consolidated EBITDA” means,
for any period, for the Borrower and its Subsidiaries on a consolidated basis,
an amount equal to Consolidated Net Income for such period plus the
following to the extent deducted in calculating such Consolidated Net
Income:  (i) Consolidated Interest
Charges for such period, (ii) income tax expense for such period, (iii)
depreciation and amortization for such period, (iv) non-recurring or
extraordinary expenses which do not represent a cash item in such period and
are not expected to represent a cash item in any future period occurring during
the term of this Agreement, (v) write off of deferred financing costs, (vi)
non-cash charges related to stock-based employee compensation, (vii) charges
associated with the mark-to-market of non-qualifying Swap Contracts and (viii)
impairment charges or write-offs with respect to goodwill and other intangible
assets, and minus net income of all SPV Subsidiaries that has not been
distributed to the Borrower or any of its other Subsidiaries and the
Indebtedness of which has been excluded from Consolidated Indebtedness pursuant
to clause (h) of the definition of “Consolidated Funded Indebtedness”.


“Consolidated Funded Indebtedness”
means, as of any date of determination, for the Borrower and its Subsidiaries
on a consolidated basis, without duplication, the sum of (a) the outstanding
principal amount of all obligations, whether current or long-term, for borrowed
money (including Obligations hereunder) and all obligations evidenced by bonds,
debentures, notes, loan agreements or other similar instruments, (b) the
outstanding principal amount of all purchase money Indebtedness, (c) all direct
or contingent obligations arising under Financial Letters of Credit, bankers’
acceptances, bank guaranties and similar instruments at such time, (d) all
obligations in respect of the deferred purchase price of property or services
(other than trade accounts payable in the ordinary course of business), (e)
Attributable Indebtedness, (f) all obligations in respect of Disqualified Equity
Interests, (g) without duplication, all Guarantees (other than Performance
Guarantees) with respect to outstanding Indebtedness of the types specified in
clauses (a) through (f) above of Persons other than the Borrower or any
Subsidiary,



 8
 








and (h) all Indebtedness of the types referred to in
clauses (a) through (g) above of any partnership or joint venture (other than a
joint venture that is itself a corporation or limited liability company or
other legal entity in respect of which the equity holders are not liable for
the obligations of such entity as a matter of law) in which the Borrower or a
Subsidiary (other than a SPV Subsidiary, provided that Indebtedness
under this clause (h) of SPV Subsidiaries shall be excluded from the
calculation in this clause (h) only to the extent that the aggregate principal
amount of such Indebtedness does not exceed $100,000,000) is a general partner
or joint venturer, unless such Indebtedness is expressly made non-recourse to
the Borrower or such Subsidiary (subject to customary exceptions).


“Consolidated Interest Charges”
means, for any period, for the Borrower and its Subsidiaries on a consolidated
basis, the sum of (a) all interest, premium payments, debt discount, fees,
charges and related expenses (but not amortization or write-off of the costs of
issuance) of the Borrower and its Subsidiaries in connection with borrowed
money (including capitalized interest) or in connection with the deferred
purchase price of assets, in each case to the extent treated as interest in accordance
with GAAP and (b) the portion of rent expense of the Borrower and its
Subsidiaries on a consolidated basis with respect to such period under
Capitalized Leases that is treated as interest in accordance with GAAP.


“Consolidated Interest Coverage Ratio”
means, as of any date of determination, the ratio of (a) Consolidated EBITDA
for the period of the four prior fiscal quarters ending on such date to
(b) Consolidated Interest Charges for such period; provided that
Consolidated EBITDA and Consolidated Interest Charges for such four fiscal
quarter period or other applicable period shall be determined on a pro forma basis with respect to any
Subject Disposition or any Acquisition (together with any related transactions,
including, without limitation, the incurrence, assumption, refinancing or
repayment of any Indebtedness) as if such Disposition or Acquisition had
occurred in the first day of such period.


“Consolidated Leverage Ratio”
means, as of any date of determination, the ratio of (a) Consolidated Funded
Indebtedness as of such date to (b) Consolidated EBITDA for the most
recent four fiscal quarter period ended as of the last fiscal period for which
financial statements were required to have been delivered pursuant to Section
6.01; provided that Consolidated EBITDA and Consolidated Funded
Indebtedness for such four fiscal quarter period or other applicable period
shall be determined on a pro forma
basis with respect to any Subject Disposition or any Acquisition as if such
Disposition or Acquisition had occurred in the first day of such period.


“Consolidated Net Income”
means, for any period, for the Borrower and its Subsidiaries on a consolidated
basis, the net income of the Borrower and its Subsidiaries (excluding (i) all
extraordinary noncash gains and (ii) extraordinary noncash losses).


“Consolidated Senior Leverage Ratio”
means, as of any date of determination, the ratio of (a) Consolidated Funded
Indebtedness, which constitutes Senior Debt, as of such date to (b)
Consolidated EBITDA for the four fiscal quarter period ended as of the last
fiscal period for which financial statements were required to have been
delivered pursuant to Section 6.01; provided that Consolidated
EBITDA and Consolidated Funded Indebtedness, which constitutes Senior Debt for
such four fiscal quarter period or other applicable period shall be determined
on



 9
 








a pro forma
basis with respect to any Subject Disposition or any Acquisition (together with
any related transactions, including, without limitation, the incurrence,
assumption, refinancing or repayment of any Indebtedness) as if such
Disposition or Acquisition had occurred in the first day of such period.


“Contractual Obligation”
means, as to any Person, any provision of any security issued by such Person or
of any agreement, instrument or other undertaking to which such Person is a
party or by which it or any of its property is bound.


“Control” has the
meaning specified in the definition of “Affiliate.”


“Convertible Notes Documents”
means the Convertible Notes Indenture, the Convertible Notes and all other
agreements, instruments and other documents pursuant to which the Convertible
Notes have been issued or otherwise setting forth the terms of the Convertible
Notes, in each case as such agreement, instrument or other document may be
amended, supplemented or otherwise modified from time to time in accordance
with the terms thereof, but to the extent permitted under the terms of the Loan
Documents.


“Convertible Notes Indenture”
means (i) the indenture dated as of February 19, 2004, among the Borrower,
certain Subsidiaries of the Borrower party thereto, as guarantors, and BNY
Midwest Trust Company, as trustee, (ii) the indenture dated as of August 13,
2004, among the Borrower, certain Subsidiaries of the Borrower party thereto, as
guarantors, and BNY Midwest Trust Company, as trustee; and (iii) the indenture
dated as of September 12, 2006, among the Borrower, certain Subsidiaries of the
Borrower party thereto, as guarantors, and The Bank of New York Trust Company
N.A., as trustee, as each such Indenture may be amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof, but
to the extent permitted under the terms of the Loan Documents.


“Convertible Notes”
means (a) the 2.75% convertible senior subordinated notes due February 15, 2024
in an aggregate original principal amount of $280,000,000, (b) the 2.75%
convertible senior subordinated notes due September 15, 2011 in an aggregate
principal amount of $300,000,000, and (c) the 3.00% convertible senior
subordinated notes due August 15, 2024 in an aggregate principal amount of
$200,000,000.


“Credit
Extension” means each of the following: (a) a Borrowing and (b)
an L/C Credit Extension.


“Debtor Relief Laws”
means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief Laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors generally.


“Default” means any
event or condition that constitutes an Event of Default or that, with the
giving of any notice, the passage of time, or both, would be an Event of
Default (it being understood that if any default is cured or waived prior to
becoming an Event of Default, such default shall no longer constitute a
Default).



 10
 








“Default Rate” means
(a) when used with respect to Obligations other than Letter of Credit Fees, an
interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate,
if any, applicable to Base Rate Loans plus (iii) 2.0% per annum; provided,
however, that with respect to a Eurodollar Rate Loan, the Default Rate
shall be an interest rate equal to the interest rate (including any Applicable
Rate) otherwise applicable to such Loan plus 2.0% per annum and (b) when used
with respect to Letter of Credit Fees, a rate equal to the applicable Letter of
Credit Fee plus 2% per annum, in all cases to the fullest extent permitted by
applicable Laws.


“Defaulting Lender”
means any Lender that (a) has failed to fund any portion of the Term Loans,
Revolving Credit Loans, participations in L/C Obligations or participations in
Swing Line Loans required to be funded by it hereunder within one Business Day
of the date required to be funded by it hereunder, and such failure has not
been cured, (b) has otherwise failed to pay over to the Administrative Agent or
any other Lender any other amount required to be paid by it hereunder within
one Business Day of the date when due, and such failure has not been cured,
unless the subject of a good faith dispute, or (c) has been deemed insolvent or
become the subject of a bankruptcy or insolvency proceeding.


“Disposition” or “Dispose” means the
sale, transfer, license, lease or other disposition (including any sale and
leaseback transaction) of any property by any Person (or the granting of any
option or other right to do any of the foregoing), including any sale,
assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated therewith.


“Disqualified Equity Interests”
means, as to any Person, any Equity Interests of such Person or any other
Person which, pursuant to the certificate of designation, or other corporate
document or other agreement governing the terms thereof, such Person is
obligated to purchase, redeem, retire, defease or otherwise acquire for value
such Equity Interests or any warrants, rights or options to acquire such Equity
Interests, on or prior to the date that is 91 days after (x) the latest
scheduled Maturity Date of any Term Facility or (y) if later, or if no Term
Facility is in effect, the scheduled Maturity Date of the Revolving Credit
Facility; the amount of the obligation to purchase, redeem, retire, defease or
acquire any of the foregoing shall be with respect to (a) preferred Equity
Interests, the liquidation preference or value of all shares, units or
interests (including all accrued, accreted and paid-in-kind amounts as of any
date of determination) in respect of such Disqualified Equity Interests, and
(b) all other Equity Interests, the aggregate amount of all such obligations in
respect of such Disqualified Equity Interests as of any date of determination.


“Documentary
Letter of Credit” means any Letter of Credit that is a
documentary letter of credit.


“Dollar” and “$” mean lawful money
of the United States.


“Domestic
Subsidiary” means any Subsidiary that is organized under the
laws of any political subdivision of the United States.


“Eligible Assignee”
has the meaning specified in Section 10.07(g).



 11
 








“Environmental Action”
means any claim, order, notice of violation, or notice of potential liability,
issued against the Borrower or any of its Subsidiaries, or any proceeding or
governmental investigation, instituted with respect to the Borrower or any of
its Subsidiaries, under or pursuant to any Environmental Law.


“Environmental Laws”
means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
Hazardous Materials or wastes, air emissions and discharges to waste or public
systems.


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


“Environmental
Lien” means any Lien in favor of any Governmental Authority for
Environmental Liabilities.


“Environmental
Permit” means any permit, approval, identification number,
license or other authorization required under any Environmental Law.


“Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or
other ownership or profit interests in) such Person, all of the warrants,
options or other rights for the purchase or acquisition from such Person of
shares of capital stock of (or other ownership or profit interests in) such
Person, all of the securities convertible into or exchangeable for shares of
capital stock of (or other ownership or profit interests in) such Person or
warrants, rights or options for the purchase or acquisition from such Person of
such shares (or such other interests), and all of the other ownership or profit
interests in such Person (including, without limitation, partnership, member or
trust interests therein), whether voting or nonvoting, and whether or not such
shares, warrants, options, rights or other interests are outstanding on any
date of determination.


“ERISA” means the
Employee Retirement Income Security Act of 1974.


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control
with any Loan Party within the meaning of Section 414(b) or (c) of the
Code (and Sections 414(m) and (o) of the Code for purposes of provisions
relating to Section 412 of the Code).


“ERISA
Event” means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension
Plan subject to



 12
 








Section 4063 of ERISA during a plan
year in which it was a substantial employer (as defined in Section
4001(a)(2) of ERISA) or a cessation of operations that is treated as such a
withdrawal under Section 4062(e) of ERISA; (c) a complete or partial
withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan
or notification that a Multiemployer Plan is in reorganization; (d) the filing
of a notice of intent to terminate, the treatment of a Pension Plan or a
Multiemployer Plan amendment as a termination under Sections 4041 or 4041A
of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any material liability under Title IV of ERISA, other than for
PBGC premiums due but not delinquent under Section 4007 of ERISA, upon
any Loan Party or any ERISA Affiliate.


“Euro” or “€” means lawful money
of the European Union.


“Eurodollar
Rate” means for any Interest Period with respect to a Eurodollar
Rate Loan:


(a)           the rate per annum (rounded upward to
the nearest 1/100 of 1%) equal to the rate determined by the Administrative
Agent to be the offered rate as published by Reuters (or other commercially
available source as designated by the Administrative Agent from time to time)
that displays an average British Bankers Association Interest Settlement Rate
for deposits in Dollars (for delivery on the first day of such Interest Period)
with a term equivalent to such Interest Period, determined as of approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period, or


(b)           if the rate referenced in the
preceding clause (a) does not appear on such page or service or such page or
service shall not be available, the rate per annum (rounded upward to the
nearest 1/100 of 1%) equal to the rate determined by the Administrative Agent
to be the offered rate on such other page or other service that displays an
average British Bankers Association Interest Settlement Rate for deposits in
Dollars (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period, determined as of approximately 11:00 a.m.
(London, England time) two Business Days prior to the first day of such
Interest Period, or


(c)           if the rates referenced in the
preceding clauses (a) and (b) are not available, the rate per annum (rounded
upward to the nearest 1/100 of 1%) determined by the Administrative Agent as
the rate of interest at which deposits in Dollars for delivery on the first day
of such Interest Period in same day funds in the approximate amount of the
Eurodollar Rate Loan being made, continued or converted by Bank of America and
with a term equivalent to such Interest Period would be offered by Bank of
America’s London Branch to major banks in the London interbank eurodollar
market at their request at approximately 4:00 p.m. (London, England time) two Business
Days prior to the first day of such Interest Period.



 13
 








“Eurodollar
Rate Loan” means a Loan that bears interest at a rate based on
the Eurodollar Rate.


“Event of Default” has
the meaning specified in Section 8.01.


“Excluded Joint Venture”
means (a) any Person described in clause (a) of the definition of Joint Venture
or (b) any other Joint Venture that is entered into in accordance with Section
7.03(g) and designated as an Excluded Joint Venture by the Borrower and
certified by the Borrower as being entered into in compliance with Section
7.03(g).


“Existing
Credit Agreement” has the meaning specified in the Preliminary
Statements hereto.


“Existing
Letters of Credit” means the letters of credit described on Schedule
1.01 hereto.


“Existing
Lenders” has the meaning specified in the Preliminary Statements
hereto.


“Existing
Mortgages” means each Mortgage previously delivered under the
Existing Credit Agreement.


“Extraordinary Receipt”
means any cash received by or paid to or for the account of any Person from
proceeds of casualty insurance and condemnation awards (and payments in lieu
thereof).


“Facility”
means the Term Facilities, the Revolving Credit Facility, the Swing Line
Sublimit or the Letter of Credit Sublimit, as the context may require.


“Federal Acquisition Regulation”
means the Federal Acquisition Regulation, Title 48 of the Code of Federal
Regulations, as amended, modified and supplemented from time to time.


“Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided that (a) if such day is not a Business Day, the Federal
Funds Rate for such day shall be such rate on such transactions on the next
preceding Business Day as so published on the next succeeding Business Day, and
(b) if no such rate is so published on such next succeeding Business Day, the
Federal Funds Rate for such day shall be the average rate (rounded upward, if
necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on
such day on such transactions as determined by the Administrative Agent.


“Fee Letter” means,
collectively, (a) the letter agreement, dated February 27, 2007, among the
Borrower, BAS and Bank of America and (b) the letter agreement, dated April 11,
2005 among the Borrower, BAS and Bank of America.



 14
 








“Foreign
Government Scheme or Arrangement” has the meaning specified in Section
5.12(d).


“Financial
Letter of Credit” means any Letter of Credit that is not a
Performance Letter of Credit or Documentary Letter of Credit.


“Foreign Lender” has
the meaning specified in Section 10.15(a)(i).


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


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


“Fund” has the meaning
specified in Section 10.07(g).


“Funding
Indemnity Agreement” means the Funding Indemnity Agreement,
dated May 5, 2005, duly executed and delivered by the Borrower to the
Administrative Agent.


“GAAP” means generally
accepted accounting principles in the United States set forth in the opinions
and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board consistently applied.


“Government Contract”
means any contract (as that term is defined in 48 C.F.R. § 2.101) between any
Person and any Governmental Party; provided, that unless otherwise
specified, all references to “Government Contract” or to “Government Contracts”
shall refer to such contracts between any Loan Party and any Governmental
Party.


“Government
Contract Claim” means any claims for or right to the payment of
moneys due or to become due under any Government Contract.


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


“Governmental Party”
means the United States Government (as used in 31 U.S.C. § 3727), the
Government (as used in 48 C.F.R. subpart 32.8), the United States of America,
the executive branch of the United States of America or any department or
agency of any of the foregoing.


“Governmental Requirement”
means all Laws, judgments, orders, writs, injunctions, opinions, decrees,
awards, tariff requirements, franchises, permits, certificates, licenses,
authorizations, interpretations and the like and any other requirements of any
Governmental Authority.


“Granting Lender” has
the meaning specified in Section 10.07(h).



 15
 








“Guarantee” means, as
to any Person, (a) any obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Indebtedness or
other obligation payable or performable by another Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of
such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness or other obligation, (ii) to
purchase or lease property, securities or services for the purpose of assuring
the obligee in respect of such Indebtedness or other obligation of the payment
or performance of such Indebtedness or other obligation, (iii) to maintain
working capital, equity capital or any other financial statement condition or
liquidity or level of income or cash flow of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation, or
(iv) entered into for the purpose of assuring in any other manner the obligee
in respect of such Indebtedness or other obligation of the payment or
performance thereof or to protect such obligee against loss in respect thereof
(in whole or in part), or (b) any Lien on any assets of such Person securing
any Indebtedness or other obligation of any other Person, whether or not such
Indebtedness or other obligation is assumed by such Person (or any right,
contingent or otherwise, of any holder of such Indebtedness to obtain any such
Lien); provided, however, that the term Guarantee shall not
include endorsements of instruments for deposit or collection in the ordinary
course of business.  The amount of any
Guarantee shall be deemed to be an amount equal to the lesser of (A) the stated
or determinable amount of the related primary obligation and (ii) the portion
thereof expressly stated to be so guaranteed, in respect of which such
Guarantee is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by the guaranteeing
Person in good faith.  The term “Guarantee” as a verb
has a corresponding meaning.


“Guarantors” means,
collectively, the Subsidiaries of the Borrower listed on Schedule I and
each other Subsidiary (other than ATK Insurance Company, COI Ceramics, Inc.
and, to the extent permitted by Section 7.11, any Excluded Joint
Ventures) of the Borrower that shall be required to execute and deliver a
guaranty or guaranty supplement pursuant to Section 6.12.


“Guaranty” means,
collectively, the Subsidiary Guaranty made by the Guarantors in favor of the
Administrative Agent on behalf of the Lenders, substantially in the form of Exhibit
F, together with each other guaranty and guaranty supplement delivered
pursuant to Section 6.12.


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


“Hedge
Bank” means any Person that is a Lender or an Affiliate of a
Lender, in its capacity as a party to a Secured Hedge Agreement.


“Honor Date” has the
meaning specified in Section 2.03(c)(i).


“Increase Effective Date”
has the meaning specified in Section 2.14(b).



 16














“Incremental Effective Date”
has the meaning specified in Section 2.15(c).


“Incremental Term Borrowing”
means, in respect of any Incremental Term Facility, a borrowing consisting of
simultaneous Incremental Term Loans of the same Type and, in the case of Eurodollar
Rate Loans, having the same Interest Period made by each of the applicable
Incremental Term Lenders in accordance with the provisions of Section
2.01(b) and Section 2.15.


“Incremental Term Commitment”
means, as to each Incremental Term Lender in respect of an Incremental Term
Facility, its obligation to make Incremental Term Loans to the Borrower
pursuant to the applicable Incremental Term Facility Supplement and Section
2.01(b) in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender’s name on Schedule I to
such Incremental Term Facility Supplement under the caption “Incremental Term
Commitment” in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable, as such amount may be increased pursuant
to Section 2.15 hereof or as such amount may be otherwise adjusted from
time to time in accordance with this Agreement.


“Incremental Term Facility”
has the meaning set forth in Section 2.15(a).


“Incremental Term Facility Closing
Date” means in respect of an Incremental Term Facility any date
on which all of the conditions to funding of the Incremental Term Loans under
such Incremental Term Facility are satisfied and the applicable Lenders advance
Incremental Term Loans.


“Incremental
Term Facility Supplement” means a supplement to this Agreement,
in substantially the form of Exhibit M hereto, delivered pursuant to Section
2.15(a).


“Incremental
Term Loan” means an advance made by any Incremental Term Lender
under an Incremental Term Loan Facility.


“Incremental
Term Loan Lender” means each Lender (including any Additional
Term Loan Lender) having an Incremental Term Loan.


“Indebtedness” means,
as to any Person at a particular time, without duplication, all of the following,
whether or not included as indebtedness or liabilities in accordance with GAAP:


(a)           all obligations of such Person for
borrowed money and all obligations of such Person evidenced by bonds,
debentures, notes, loan agreements or other similar instruments;


(b)           the maximum amount of all direct or
contingent obligations of such Person arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds and similar instruments;


(c)           solely
for purposes of any determination under Section 8.01, the Swap
Termination Value of any Swap Contract of such Person;



 17
 








(d)           all obligations of such Person to pay
the deferred purchase price of property or services (other than trade accounts
payable in the ordinary course of business);


(e)           Indebtedness of the type described in
clauses (a) through (d) above and clauses (f) through (h) below
(excluding prepaid interest thereon) of others secured by a Lien on property
owned by such Person (including obligations arising under conditional sales or
other title retention agreements), whether or not such Indebtedness shall have
been assumed by such Person or is limited in recourse (the amount of such
Indebtedness being the lesser of (i) the principal amount of such Indebtedness and
(ii) the book value of any assets subject to such Lien);


(f)            all Attributable Indebtedness of
such Person;


(g)           all
obligations of such Person in respect of Disqualified Equity Interests; and


(h)           all
Guarantees (other than Performance Guarantees) of such Person in respect of any
of the foregoing.


For all purposes hereof,
the Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture (other than a joint venture that is itself a
corporation or limited liability company or other legal entity in respect of
which the equity holders are not liable for the obligations of such entity as a
matter of law) in which such Person is a general partner or a joint venturer,
unless such Indebtedness is expressly made non-recourse to such Person.


“Indemnified Liabilities”
has the meaning specified in Section 10.05.


“Indemnitees” has the
meaning specified in Section 10.05. 


“Information” has the
meaning specified in Section 10.08.


Intellectual Property Security Agreement”
has the meaning specified in Section 15(F) of the Security Agreement
together with each other intellectual property security agreement and IP
Security Agreement Supplement delivered pursuant to Section 6.12, in
each case as amended.


“Interest Payment Date”
means (a) as to any Eurodollar Rate Loan, the last day of each Interest Period
applicable to such Loan and the Maturity Date of the Facility under which such
Loan was made; provided, however, that if any Interest Period for
a Eurodollar Rate Loan exceeds three months, the respective dates that fall
every three months after the beginning of such Interest Period shall also be
Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing
Line Loan), the last Business Day of each March, June, September and December and
the Maturity Date of the Facility under which such Loan was made, commencing on
June 29, 2007.



 18
 








“Interest Period”
means, as to each Eurodollar Rate Loan, the period commencing on the date such
Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar
Rate Loan and ending on the date one, two, three or six months thereafter, as
selected by the Borrower in its Committed Loan Notice or nine or twelve months
if requested by the Borrower and available from the Appropriate Lenders; provided
that:


(i)            any Interest Period that would
otherwise end on a day that is not a Business Day shall be extended to the next
succeeding Business Day unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on the immediately
preceding Business Day;


(ii)           any Interest Period that begins on
the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month at the end of
such Interest Period; and


(iii)          no Interest Period shall extend beyond
the Maturity Date of the Facility under which such Loan was made.


“Investment” means, as
to any Person, any direct or indirect investment by such Person, including,
without limitation, (a) the purchase or other acquisition of Equity Interests
or debt of another Person, (b) a loan, advance or capital contribution to,
Guarantee or assumption of debt of, or purchase or other acquisition of any
other debt or equity participation or interest in, another Person, including
any partnership or joint venture interest in such other Person and any
arrangement pursuant to which the investor incurs debt of the type referred to
in clause (h) of the definition of “Indebtedness” set forth in this Section
1.01 in respect of such Person, or (c) the purchase or other acquisition,
in one transaction or a series of transactions, of assets of another Person
that constitute a business unit or all or a substantial part of the business of
such Person or any other Acquisition. 
For purposes of covenant compliance, the amount of any Investment shall
be the amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment but net of proceeds, payments and
other returns thereon.


“IP Rights” has the
meaning specified in Section 5.17.


“IP
Security Agreement Supplement” has the meaning specified in Section
15(g) of the Security Agreement.


“IRS” means the United
States Internal Revenue Service.


“ISDA Master Agreement”
means the Master Agreement (Multicurrency-Cross Border) published by the
International Swap and Derivatives Association, Inc., as in effect from time to
time.


“ISP” means, with
respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice, Inc.
(or such later version thereof as may be in effect at the time of issuance).



 19
 








“Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application,
and any other document, agreement and instrument entered into by the L/C
Issuers and the Borrower (or any Subsidiary) or in favor of the L/C Issuers and
relating to any such Letter of Credit.


“Joinder Agreement”
means a joinder agreement, in substantially the form of Exhibit L
hereto, pursuant to which an Eligible Assignee becomes a Revolving Credit
Lender pursuant to Section 2.14 or a Term Lender under a Term Loan
Facility pursuant to Section 2.15.


“Joint Venture” means
(a) (i) any corporation, partnership, limited liability company or other
business entity (any such Person, a “Business Entity”) in which the Borrower
beneficially owns at least 20% but less than a majority of the shares of
securities or other interests having ordinary voting power for the election of
directors or other governing body of such Business Entity or (ii) any Business
Entity in which the Borrower beneficially owns at least 20% of the economic
Equity Interests and directly or indirectly controls through one or more
intermediaries at least 20% but less than a majority of the management of such
Business Entity, or (b) any Subsidiary of the Borrower at least 40% of the
shares of securities or other interests having ordinary voting power for the
election of directors or other governing body is beneficially owned by, or the
management of which is at least 40% is controlled, directly or indirectly,
through one or more intermediaries, by one or more Business Entities other than
the Borrower or any of its Subsidiaries engaged in substantially one or more of
the businesses in which the Borrower and its Subsidiaries are engaged.


“Laws” means,
collectively, all international, foreign, Federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative
or judicial precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable administrative
orders, directed duties, requests, licenses, authorizations and permits of, and
agreements with, any Governmental Authority, in each case whether or not having
the force of law.


“L/C Advance” means,
with respect to each Revolving Credit Lender, such Lender’s funding of its
participation in any L/C Borrowing in accordance with its Pro Rata Share.


“L/C Borrowing” means
an extension of credit resulting from a drawing under any Letter of Credit
which has neither been reimbursed on the date when made nor refinanced as a
Revolving Credit Borrowing.


“L/C
Credit Extension” means, with respect to any Letter of Credit,
the issuance thereof or extension of the expiry date thereof, or the increase
of the amount thereof.


“L/C Issuers” means
(a) Bank of America, U.S. Bank and Calyon, each in its capacity as issuer of
Letters of Credit hereunder, or any successor issuer of Letters of Credit
hereunder and (b) with respect to the Existing Letters of Credit, Bank of
America, Credit Lyonnais New York Branch and U.S. Bank.



 20
 








“L/C Obligations”
means, as at any date of determination, the aggregate undrawn amount of all
outstanding Letters of Credit (determined, in the case of Letters of Credit
denominated in an Alternative Currency, by reference to the Spot Rate on such date
of determination) plus the aggregate of all Unreimbursed Amounts,
including, without duplication, all L/C Borrowings.  For all purposes of this Agreement, if on any
date of determination a Letter of Credit has expired by its terms but any
amount may still be drawn thereunder by reason of the operation of Rule 3.14 of
the ISP, such Letter of Credit shall be deemed to be “outstanding” in the
amount so remaining available to be drawn.


“Lender”
has the meaning specified in the introductory paragraph hereto and, as the
context requires, includes any L/C Issuer and the Swing Line Lender.


“Lending Office”
means, as to any Lender, the office or offices of such Lender described as such
in such Lender’s Administrative Questionnaire, or such other office or offices
as a Lender may from time to time notify the Borrower and the Administrative
Agent.


“Letter of Credit”
means any letter of credit issued hereunder and shall include the Existing
Letters of Credit.  A Letter of Credit
may be a documentary letter of credit or a standby letter of credit.


“Letter of Credit Application”
means an application and agreement for the issuance or amendment of a Letter of
Credit in the form from time to time in use by the applicable L/C Issuer.


“Letter of Credit Expiration Date”
means the day that is seven days prior to the Maturity Date then in effect for
the Revolving Credit Facility (or, if such day is not a Business Day, the next
preceding Business Day).


“Letter of Credit Fee”
has the meaning specified in Section 2.03(i).


“Letter
of Credit Sublimit” means an aggregate amount equal to
$200,000,000.  The Letter of Credit
Sublimit is part of, and not in addition to, the Revolving Credit Facility.


“Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge, or preference, priority or other security
interest or preferential arrangement in the nature of a security interest of
any kind or nature whatsoever (including any conditional sale or other title
retention agreement, any easement, right of way or other encumbrance on title
to real property, and any financing lease having substantially the same
economic effect as any of the foregoing).


“Loan”
means an extension of credit by a Lender to the Borrower under Article II
in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.


“Loan Documents”
means, collectively, (a) for purposes of this Agreement and the Notes and any
amendment, supplement or other modification hereof or thereof and for all other
purposes other than for purposes of the Guaranty and the Collateral Documents,
(i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral
Documents, (v) the Fee Letter, (vi) each Issuer Document, (vii) each
Incremental Term Facility Supplement and (viii) the



 21
 








Funding Indemnity Agreement and (b) for purposes of
the Guaranty and the Collateral Documents, (i) this Agreement, (ii) the Notes,
(iii) the Guaranty, (iv) the Collateral Documents, (v) each Issuer Document,
(vi) the Fee Letter, (vii) each Incremental Term Facility Supplement, (viii)
the Funding Indemnity Agreement and (ix) each Secured Hedge Agreement.


“Loan Parties” means,
collectively, the Borrower and each Guarantor.


“Material Adverse Effect”
means (a) a material adverse change in, or a material adverse effect upon, the
operations, business, properties, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole; (b) a material
impairment of the rights and remedies of any Agent or any Lender under any Loan
Document, or of the ability of any Loan Party to perform its obligations under
any Loan Document to which it is a party; or (c) a material adverse effect upon
the legality, validity, binding effect or enforceability against any Loan Party
of any Loan Document to which it is a party.


“Material Contract”
means, with respect to any Person, each contract (a) to which such Person is a
party involving aggregate consideration payable to or by such Person in an
amount at least equal to 10% of the consolidated revenues of the Borrower in
any year or (b) which is otherwise material to the business, condition
(financial or otherwise), operations, performance, properties or prospects of
the Borrower and its Subsidiaries, taken as a whole.


“Material Debt” means
any Indebtedness (other than under the Loan Documents) having an aggregate
principal amount equal to or greater than $30,000,000, including, without
limitation, the Senior Subordinated Notes and the Convertible Notes; provided,
that, except for purposes of determining the Threshold Amount (which shall
include all Material Debt), Material Debt shall not include Indebtedness of the
type described under Section 7.02(g) or Guarantees in respect of the
foregoing.


“Material Debt Documents”
means, collectively, (a) the Senior Subordinated Notes Documents, (b) the
Convertible Notes Documents, and (c) any agreements, instruments and other
documents in respect of any Material Debt, as such agreement, instrument or
other document may be amended, supplemented or otherwise modified from time to
time in accordance with the terms thereof, but to the extent permitted under
the terms of the Loan Documents.


“Maturity Date” means
(a) with respect to the Revolving Credit Facility (including the Letter of
Credit Sublimit and Swing Line Sublimit thereunder), the earlier of (i) the
fifth anniversary of the Restatement Closing Date (or in the case of any Letter
of Credit or request for L/C Credit Extension, the Letter of Credit Expiration
Date) and (ii) the date of termination in whole of the Revolving Credit
Commitments, pursuant to Section 2.06 or 8.02, (b) with respect to the
Term A Facility, the earlier of (i) the fifth anniversary date of the
Restatement Closing Date and (ii) the date of acceleration of the Term A
Facility pursuant to Section 8.02 and (c) with respect to any
Incremental Term Facility, (i) the final maturity specified in the applicable
Incremental Facility Term Supplement and (ii) the date of acceleration of the
Incremental Term Facility pursuant to Section 8.02.


“Maximum Rate” has the
meaning specified in Section 10.10.



 22
 








“Moody’s” means
Moody’s Investors Service, Inc. and any successor thereto.


“Mortgage” means each
Existing Mortgage, as modified by the related Mortgage Modification, and each
other deed of trust, trust deed, deed to secure debt and mortgage delivered
pursuant to Section 6.12, in each case as amended.


“Mortgage Modification”
means each amendment, amendment and restatement, supplement or modification in
respect of each Existing Mortgage reasonably satisfactory to the Administrative
Agent delivered pursuant to Section 4.01(b)(iv) or Section 6.15.


“Mortgaged
Properties” means the properties indicated on Schedule 5.08(c)
hereto.


“Mortgage Policy” has
the meaning specified in Section 4.01(b)(iv)(B).


“Multiemployer Plan”
means any employee benefit plan of the type described in Section 4001(a)(3)
of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated
to make contributions, or during the preceding five plan years, has made or
been obligated to make contributions.


“Net Cash Proceeds”
means, with respect to any Extraordinary Receipt received by or paid to the
account of the Borrower or any of its Subsidiaries, the excess, if any, of (i)
the sum of the cash and Cash Equivalents received in connection therewith over
(ii) the sum of (A) all payments required to repay any Indebtedness that is
secured by the asset that is the subject of such Extraordinary Receipt (other
than Indebtedness under the Loan Documents), (B) the out-of-pocket fees, costs
and other expenses incurred by the Borrower or such Subsidiary in connection
with such Extraordinary Receipt, and (C) income and other taxes paid or
reasonably estimated to be actually payable within two years of the date of
such Extraordinary Receipt as a result of any gain recognized in connection
therewith.


“Note”
means a Term Note or a Revolving Credit Note, as the context may require.


“Notice
of Assignment of Government Contract Claims” has the meaning
specified in the Security Agreement.


“Obligations” means
all advances to, and debts, liabilities, obligations, covenants and duties of,
any Loan Party arising under any Loan Document or otherwise with respect to any
Loan or Letter of Credit, whether direct or indirect (including those acquired
by assumption), absolute or contingent, due or to become due, now existing or
hereafter arising and including interest and fees that accrue after the
commencement by or against any Loan Party or any of its Subsidiaries thereof of
any proceeding under any Debtor Relief Laws naming such Person as the debtor in
such proceeding, regardless of whether such interest and fees are allowed
claims in such proceeding. Without limiting the generality of the foregoing,
the Obligations of the Loan Parties under the Loan Documents include (a) the
obligation to pay principal, interest, Letter of Credit commissions, charges,
expenses, fees, attorneys’ fees and disbursements, indemnities and other
amounts payable by any Loan Party under any Loan Document and (b) the
obligation of



 23
 








any Loan Party to reimburse any amount in respect of
any of the foregoing that any Lender, in its sole discretion, may elect to pay
or advance on behalf of such Loan Party.


“Offering
Memorandum” means the offering memorandum dated March 2004 used
by the Arranger in connection with the syndication of the Commitments.


“Organization Documents”
means (a) with respect to any corporation, the certificate or articles of
incorporation and the bylaws (or equivalent or comparable constitutive
documents with respect to any non-U.S. jurisdiction); (b) with respect to any
limited liability company, the certificate or articles of formation or
organization and operating agreement; and (c) with respect to any partnership,
joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any
agreement, instrument, filing or notice with respect thereto filed in
connection with its formation or organization with the applicable Governmental
Authority in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such
entity.


“Other Taxes” has the
meaning specified in Section 3.01(b).


“Outstanding Amount”
means (i) with respect to Term Loans, Revolving Credit Loans and Swing Line
Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of Term Loans,
Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on
such date; and (ii) with respect to any L/C Obligations on any date, the amount
of such L/C Obligations on such date after giving effect to any L/C Credit
Extension occurring on such date and any other changes in the aggregate amount of
the L/C Obligations as of such date, including as a result of any
reimbursements of outstanding unpaid drawings under any Letters of Credit or
any reductions in the maximum amount available for drawing under Letters of
Credit taking effect on such date.


“Participant” has the
meaning specified in Section 10.07(d).


“PBGC” means the
Pension Benefit Guaranty Corporation.


“Pension Plan” means
any “employee pension benefit plan” (as such term is defined in Section 3(2)
of ERISA), other than a Multiemployer Plan, that is subject to Title IV of
ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate
or to which any Loan Party or any ERISA Affiliate contributes or has an
obligation to contribute, or in the case of a multiple employer or other plan
described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.


“Performance Guarantee”
means any guarantee by any Person of the performance of the obligations of
another Person (other than obligations in respect of payments, indebtedness or
other monetary obligations of any kind) under contracts of such other Person to
design, develop, manufacture, construct or produce products or production
facilities (and related nonmonetary obligations) or to provide services related
to any of the foregoing in the aerospace, defense or commercial ammunition
industries.



 24
 








“Performance Letter of Credit”
means any standby letter of credit that:


(a) (x)(i) supports the performance of the obligations
of another Person under contracts of such other Person to design, develop,
manufacture, construct or produce products or production facilities (and
related nonmonetary obligations) or to provide services related to any of the
foregoing in the aerospace, defense or commercial ammunition industries or any
warranty obligations arising out of any of the foregoing contracts, and (ii)
does not permit any payment or drawing thereunder for failure of the account
party to make a payment in respect of indebtedness, monetary contractual
obligation or other financial obligations of any kind other than to support
performance or return payment where a customer has made advance payments in
respect of the purchase of products, goods and services or, (y) any letter of
credit substantially comparable to the foregoing;


(b) would be considered to be a “performance standby
letter of credit” pursuant to each Governmental Requirement or any other rule,
regulation, examination manual or other guidelines of any Governmental
Authority or other regulatory authority, central bank or comparable agency that
(i) governs any reserve, special deposit or similar requirement against letters
of credit, (ii) regulates the amount of capital required or expected to be
maintained or funded against letters of credit or any participation obligation
thereunder, or (iii) determines the classification, risk-weighing, reporting,
or capital treatment of or with respect to letters of credit or participation
obligations therein; and


(c) the issuer thereof, or any Person having a
participation obligation therein, is or would be permitted, in compliance with
the matters described in clause (b) of this definition, to convert its
obligation thereunder to an on-balance sheet credit equivalent amount at 50% or
less of the maximum amount thereof.


“Permitted Encumbrances”
has the meaning specified in the Mortgages.


“Permitted Liens”
means any Liens permitted under Section 7.01 hereof.


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


“Plan” means any
“employee benefit plan” (as such term is defined in Section 3(3) of
ERISA) established by any Loan Party or, with respect to any such plan that is
subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.


“Platform” has the
meaning specified in Section 6.02.


“Pledged
Debt” has the meaning specified in Section 1(d)(iv) of
the Security Agreement.


“Pledged
Equity” has the meaning specified in Section 1(d)(iii) of
the Security Agreement.



 25
 








“Pro Rata Share”
means, with respect to each Lender at any time, a fraction (expressed as a
percentage, carried out to the ninth decimal place), the numerator of which is
the amount of the Commitment(s) of such Lender under the applicable Facility or
Facilities at such time and the denominator of which is the amount of the
Aggregate Commitments under the applicable Facility or Facilities at such time;
provided that if the commitment of each Lender to make Loans and the
obligation of each L/C Issuer to make L/C Credit Extensions have been
terminated pursuant to Section 8.02, then the Pro Rata Share of each
Lender shall be determined based on the Pro Rata Share of such Lender
immediately prior to such termination and after giving effect to any subsequent
assignments made pursuant to the terms hereof. 
The initial Pro Rata Share of each Lender is set forth opposite the name
of such Lender on Schedule 2.01 or in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto, as applicable.


“Public Lender” has
the meaning specified in Section 6.02.


“Register” has the
meaning specified in Section 10.07(c).


“Release” shall have
the meaning ascribed to it in Section 101(22) of the Comprehensive
Environmental Response, Compensation and Liability Act, 42. U.S.C. § 9601 et.
seq. or any other Environmental Law.


“Remedial Action”
shall have the meaning ascribed to it in Section 101(24) of the Comprehensive
Environmental Response, Compensation and Liability Act, 42. U.S.C. § 9601 et.
seq. or any other Environmental Law.


“Reportable
Event” means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the 30 day notice period has been waived.


“Request for Credit Extension”
means (a) with respect to a Borrowing, conversion or continuation of Term Loans
or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C
Credit Extension, a Letter of Credit Application, and (c) with respect to a
Swing Line Loan, a Swing Line Loan Notice.


“Required Lenders”
means, as of any date of determination, Lenders having more than 50% of the sum
of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk
participation and funded participation in L/C Obligations and Swing Line Loans
being deemed “held” by such Lender for purposes of this definition), (b)
aggregate unused Term Commitments and (c) aggregate unused Revolving Credit
Commitments; provided that the unused Term Commitment, unused Revolving
Credit Commitment of, and the portion of the Total Outstandings held or deemed
held by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders.


“Required Principal Payments”
means, with respect to any Person for any period, the sum of all regularly
scheduled principal payments or redemptions of outstanding Indebtedness made
during such period.



 26
 








“Required Revolving Credit Lenders”
means Revolving Credit Lenders holding more than 50% of the Aggregate
Commitments under the Revolving Credit Facility or, if such Commitments have
expired or terminated, more than 50% of the Total Outstandings under the
Revolving Credit Facility.


“Required Term Lenders”
means, in respect of a Term Facility, Term Lenders holding more than 50% of the
Aggregate Commitments under such Term Facility or, if such Commitments have
expired or terminated, more than 50% of the Total Outstandings under such Term
Facility.


“Responsible Officer”
means the chief executive officer, president, chief financial officer,
treasurer, assistant treasurer or secretary of a Loan Party.  Any document delivered hereunder that is
signed by a Responsible Officer of a Loan Party shall be conclusively presumed
to have been authorized by all necessary corporate, partnership and/or other
action on the part of such Loan Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Loan Party.


“Restatement Closing Date”
has the meaning specified in Section 4.01.


“Restricted Payment”
means (a) any dividend or other distribution (whether in cash, securities or
other property) with respect to any capital stock or other Equity Interest of
the Borrower or any Subsidiary, or any payment (whether in cash, securities or
other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, defeasance, acquisition, cancellation or
termination of any such Equity Interest, or on account of any return of capital
to the Borrower’s stockholders, partners or members (or the equivalent Persons
thereof), or any option, warrant or other right to acquire any such dividend or
other distribution or payment; provided, however, that no such
dividend, distribution, payment or return of capital shall constitute a
“Restricted Payment” to the extent made solely with the common Equity Interests
of the Borrower or (b) any payment (excluding scheduled interest including
additional interest payable upon any registration default under its Convertible
Notes due 2011 and any contingent interest payable under its 2.75% or 3.00%
Convertible Notes due in 2024 or amortization payments), prepayment, redemption
(whether at the option of the holder or otherwise), purchase, defeasance,
distributions involving cash, acquisition or other retirement for value in
respect of any subordinated Indebtedness or any convertible debt securities or
instruments, in each case, of the Borrower or any Subsidiary.


“Revaluation Date”
means, with respect to any Letter of Credit, each of the following: (i) each
date of issuance of a Letter of Credit denominated in an Alternative Currency;
(ii) each date of issuance of an amendment of any such Letter of Credit having
the effect of increasing the amount thereof (solely with respect to the
increased amount), (iii) each date of any payment by the L/C Issuer under any
Letter of Credit denominated in an Alternative Currency, and (iv) such
additional dates as the Administrative Agent or the L/C Issuer shall determine
or the Required Lenders shall require.


“Revolving Credit Borrowing”
means a borrowing consisting of simultaneous Revolving Credit Loans of the same
Type and, in the case of Eurodollar Rate Loans, having the same Interest Period
made by each of the Revolving Credit Lenders pursuant to Section 2.01(a).



 27
 








“Revolving Credit Commitment”
means, as to each Revolving Credit Lender, its obligation to (a) make Revolving
Credit Loans to the Borrower pursuant to Section 2.01(a), (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing
Line Loans, in an aggregate principal amount at any one time outstanding not to
exceed, initially, the amount set forth opposite such Lender’s name on Schedule
2.01 under the caption “Revolving Credit Commitment” or in the Assignment
and Assumption pursuant to which such Lender becomes a party hereto, as
applicable, as such amount may be increased pursuant to Section 2.14(b)
hereof and as may be otherwise adjusted from time to time in accordance with
this Agreement.


“Revolving
Credit Commitment Increase” has the meaning specified in Section
2.14(a).


“Revolving
Credit Facility” means, at any time, the aggregate amount of the
Revolving Credit Lenders’ Revolving Credit Commitments at such time.


“Revolving
Credit Lender” means, at any time, any Lender (including any
Additional Revolving Credit Lender) that has a Revolving Credit Commitment at
such time.


“Revolving Credit Loan”
has the meaning specified in Section 2.01(a).


“Revolving Credit Note”
means a promissory note of the Borrower payable to the order of any Revolving
Credit Lender, in substantially the form of Exhibit C-2 hereto,
evidencing the aggregate indebtedness of the Borrower to such Revolving Credit
Lender resulting from the Revolving Credit Loans made by such Revolving Credit
Lender.


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc. and any successor thereto.


“SEC”
means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.


“Secured Hedge Agreement”
means any interest rate, foreign exchange and commodities Swap Contract
permitted under Article VI or VII that is entered into by and between
the Borrower and any Hedge Bank including, without limitation, each of the Swap
Contracts listed under Schedule 7.02(e).


“Secured
Obligations” has the meaning specified in Section 2 of
the Security Agreement.


“Secured Parties”
means, collectively, the Administrative Agent, the Lenders, the Hedge Banks,
each co-agent or sub-agent appointed by the Administrative Agent from time to
time pursuant to Section 9.01(c), and the other Persons the Obligations
owing to which are or are purported to be secured by the Collateral under the
terms of the Collateral Documents.


“Securitization Transaction”
means any financing transaction or series of financing transactions (including
factoring arrangements) pursuant to which the Borrower or any Subsidiary may
sell, convey or otherwise transfer, or grant a security interest in, accounts,



 28
 








payments, receivables, rights to future lease payments
or residuals or similar rights to payment to a special purpose Subsidiary or
Affiliate of the Borrower.


“Security Agreement”
has the meaning specified in Section 4.01(b)(iii).


“Security
Agreement Supplement” has the meaning specified in Section
26(b) of the Security Agreement.


“Senior
Debt” means Indebtedness that is not subordinated in right of
payment to the Obligations.


“Senior Secured Credit Rating”
means, as of any date of determination, the ratings of the Borrower’s long-term
senior secured debt as determined by Moody’s and S&P; provided that
(i) the higher of such Senior Secured Credit Rating shall apply for purposes of
determining the Applicable Rate, unless there is a split in Senior Secured
Credit Ratings of more than one level, in which case, the Applicable Rate shall
be determined with respect to a Senior Secured Credit Rating that is one level
higher than the actual lowest of such Senior Secured Credit Ratings (it being
understood that Pricing Level I is the highest Pricing Level), and (ii) if
either S&P or Moody’s shall change the basis on which ratings are
established by it, each reference to the Senior Secured Credit Rating announced
by S&P or Moody’s shall refer to the then equivalent rating by S&P or
Moody’s, as the case may be.


“Senior
Subordinated Notes” means the 6.75% senior subordinated notes of
the Borrower due April 1, 2016 in an aggregate original principal amount of
$400,000,000.


“Senior Subordinated Notes Documents”
means the Senior Subordinated Indenture, the Senior Subordinated Notes and all
other agreements, instruments and other documents pursuant to which the Senior
Subordinated Notes have been or will be issued or otherwise setting forth the
terms of the Senior Subordinated Notes, in each case as such agreement,
instrument or other document may be amended, supplemented or otherwise modified
prior to the Restatement Closing Date and as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the
terms thereof, but to the extent permitted under the terms of the Loan Documents.


“Senior Subordinated Notes Indenture”
means the indenture dated as of March 15, 2006, between the Borrower, as
issuer, and The Bank of New York Trust Company, N.A., as trustee, and the
supplemental indenture dated March 15, 2006, between the Borrower, the
Subsidiary Guarantors (as defined therein) and The Bank of New York Trust
Company, N.A., as trustee, providing for the issuance of the Senior
Subordinated Notes, as amended, supplemented or otherwise modified prior to the
Restatement Closing Date and as such indenture may be amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof, but
to the extent permitted under the terms of the Loan Documents.


“Shareholders’ Equity”
means, as of any date of determination, consolidated shareholders’ equity of
the Borrower and its Subsidiaries as of that date determined in accordance with
GAAP.



 29
 








“Solvent”
and “Solvency”
mean, with respect to any Person on any date of determination, that on such
date (a) the fair value of the property of such Person is greater than the
total amount of liabilities, including, without limitation, contingent
liabilities, of such Person, (b) the present fair salable value of the assets
of such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts as they become absolute and
matured, (c) such Person does not intend to, and does not believe that it will,
incur debts or liabilities beyond such Person’s ability to pay such debts and
liabilities as they mature and (d) such Person is not engaged in business or a
transaction, and is not about to engage in business or a transaction, for which
such Person’s property would constitute an unreasonably small capital. The
amount of contingent liabilities at any time shall be computed as the amount
that, in the light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability; provided, that if the context in which “Solvent” or
“Solvency” is used refers to a Person together with its Subsidiaries, Person as
used above shall be deemed to be a reference to such Person together with its
Subsidiaries.


“SPC” has the meaning
specified in Section 10.07(h).


“Specified
Default” means any Default under Section 8.01 (f) or (g)
or any Event of Default.


“Specified Statutory Liens”
means any Liens permitted under Section 7.01(c) or (d) with respect to
any Collateral that, strictly by the operation of applicable statute or law,
would have priority over any Liens granted to or in favor of the Administrative
Agent under any Collateral Document.


“Spot Rate” for any
Alternative Currency means the rate determined by the Administrative Agent or
the L/C Issuer as applicable, to be the rate quoted by the Person acting in
such capacity as the spot rate for the purchase by such Person of such
Alternative Currency with Dollars through its principal foreign exchange
trading office at approximately 11:00 a.m. on the date two Business Days prior
to the date as of which the foreign exchange computation is made; provided
that the Administrative Agent or the L/C Issuer may obtain such spot rate from
another financial institution designated by the Administrative Agent or the L/C
Issuer if the Person acting in such capacity does not have as of the date of
determination a spot buying rate for any such currency; and provided  further
that the L/C Issuer may use such spot rate quoted on the date as of which the
foreign exchange computation is made in the case of any Letter of Credit
denominated in an Alternative Currency.


“SPV
Subsidiary” means a Subsidiary of the Borrower substantially all
of whose assets consist of its general partnership interest or equity interest
in a joint venture.


“Sterling”
or “£”
means lawful money of the United Kingdom of Great Britain and Northern Ireland.


“Subject
Disposition” means any Disposition of property or assets other
than any Disposition permitted by Section 7.05(a)(i), (b), (d), (e), (f),
(g) or (h).



 30
 








“Subject Subsidiaries”
means all Subsidiaries of the Borrower other than ATK Insurance Company and COI
Ceramics, Inc. and, in each case, their respective Subsidiaries and, to the
extent permitted under Section 7.11, any Excluded Joint Ventures.


“Subsidiary” means,
with respect to any Person, any corporation, partnership, joint venture,
limited liability company or other business entity the accounts of which would
be consolidated with those of such Person in such Person’s consolidated
financial statements if such financial statements were prepared in accordance
with GAAP as of such date, as well as any other corporation, partnership, joint
venture, limited liability company or other business entity (a) of which Equity
Interests representing more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise controlled, directly or indirectly, including through one or more
Subsidiaries of such Person, in each case in clause (a)  and (b)
above, by such Person. Unless otherwise specified, all references herein to a “Subsidiary”
or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the
Borrower.


“Swap Contract” means
(a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price
or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of
the foregoing), whether or not any such transaction is governed by or subject
to any master agreement, and (b) any and all transactions of any kind, and the
related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a “Master Agreement”), including any such obligations or
liabilities under any Master Agreement.


“Swap Termination Value”
means, in respect of any one or more Swap Contracts, after taking into account
the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have been
closed out and termination value(s) determined in accordance therewith, such
termination value(s), and (b) for any date prior to the date referenced in
clause (a), the amount(s) determined as the mark-to-market value(s) for such
Swap Contracts, as determined based upon one or more mid-market or other
readily available quotations provided by any recognized dealer in such Swap
Contracts (which may include a Lender or any Affiliate of a Lender).


“Swing
Line” means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.04.


“Swing
Line Borrowing” means a borrowing of a Swing Line Loan pursuant
to Section 2.04.



 31
 








“Swing Line Lender”
means Bank of America in its capacity as provider of Swing Line Loans, or any
successor swing line lender hereunder.


“Swing Line Loan” has
the meaning specified in Section 2.04(a).


“Swing
Line Loan Notice” means a notice of a Swing Line Borrowing
pursuant to Section 2.04(b), which, if in writing, shall be
substantially in the form of Exhibit B.


“Swing Line Sublimit”
means an amount equal to the lesser of (a) $40,000,000 and (b) the Revolving
Credit Commitments.  The Swing Line
Sublimit is part of, and not in addition to, the Revolving Credit Facility
Commitments.


“Syndication
Agent” mean Calyon, in its capacity as syndication agent under
any of the Loan Documents, or any successor syndication agent.


“Synthetic Lease”
means, as to any Person, (a) any lease (including leases that may be terminated
by the lessee at any time) of any property (whether real, personal or mixed)
that is not a Capitalized Lease in respect of which such Person is the lessee
and retains or obtains ownership of the property so leased for federal income
tax purposes, or (b) any so-called synthetic, off-balance sheet or tax
retention lease or any other lease or similar arrangement for the use or
possession of property creating obligations that do not appear on the balance
sheet of such Person but which, upon the insolvency or bankruptcy of such
Person or otherwise upon application of any Debtor Relief Law to such Person,
would be characterized as the indebtedness of such Person (without regard to
accounting treatment).


“Synthetic
Lease Obligation” means the monetary obligation of a Person
under a Synthetic Lease.


“Taxes” has the
meaning specified in Section 3.01(a).


“Term A Borrowing”
means a borrowing pursuant to Section 2.01(c) consisting of simultaneous
Term A Loans of the same Type and, in the case of Eurodollar Rate Loans, having
the same Interest Period made by each of the Term A Lenders pursuant to Section
2.01(c).


“Term
A Commitment” means, as to each Term A Lender at any time, its
obligation to make Term A Loans to the Borrower pursuant to Section 2.01(c)
or Section 2.15 in an aggregate principal amount at any one time
outstanding not to exceed, initially, the amount set forth opposite such Term A
Lender’s name on Schedule 2.01 under the caption “Term A Commitment” or
in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be increased pursuant to Section
2.15 or as may be otherwise adjusted from time to time in accordance with
this Agreement.  The aggregate Commitment
of all Term A Lenders shall be $275,000,000 on the Restatement Closing Date.


“Term A Facility”
means, at any time, (a) prior to the making of Term A Loans, the aggregate Term
A Commitments of all Term A Lenders at such time, and (b) thereafter, the
Outstanding Amount of Term A Loans of all Term A Lenders at such time.



 32














“Term
A Lender” means, at any time, any Lender (including any
Additional Term Loan Lender) that has a Term A Commitment or a Term A Loan at
such time.


“Term
A Loan” means an advance made by any Term A Lender under the
Term A Facility pursuant to Section 2.01(c).


“Term A Note” means a
promissory note of the Borrower payable to the order of any Term A Lender, in
substantially the form of Exhibit C-1, evidencing the aggregate
indebtedness of the Borrower to such Term A Lender resulting from the Term A
Loans made or held by such Term A Lender.


“Term
Borrowing” means either any Term A Borrowing or Incremental Term
Borrowing, as applicable.


“Term
Commitment” means any Term A Commitment or Incremental Term
Commitment, as applicable.


“Term Commitment Increase”
has the meaning specified in Section 2.15(a).


“Term
Facilities” means, at any time, the aggregate Term A Facility
and the Incremental Term Facilities of all Lenders at such time.


“Term
Lender” means, at any time, any Lender that has a Term
Commitment or Term Loan, as applicable, at such time.


“Term Loan” means any
Term A Loan or Incremental Term Loan, as applicable.


“Term Note” means any
Term A Note or a promissory note of the Borrower payable to the order of any
Incremental Term Loan Lender, in substantially the form of Exhibit C-1
hereto, evidencing the aggregate Indebtedness of the Borrower to such
Incremental Term Loan Lender resulting from the Incremental Term Loans made by
such Incremental Term Loan Lender.


“Threshold Amount”
means $30,000,000.


“Total
Outstandings” means the aggregate Outstanding Amount of all
Loans and all L/C Obligations.


“Transaction” means,
collectively, (a) the entering into by the Loan Parties of the Loan Documents
to which they are or are intended to be a party, (b) the refinancing or
replacement hereunder of certain outstanding Indebtedness under the Existing
Credit Agreement and (c) the payment of the fees and expenses incurred in
connection with the consummation of the foregoing.


“Type”
means, with respect to a Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan.



 33
 








“Treasury
Regulations” means the Treasury Regulations promulgated under
the Code.


“Unfunded
Pension Liability” means the excess of a Pension Plan’s benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value
of that Pension Plan’s assets, determined in accordance with the assumptions
used for funding the Pension Plan pursuant to Section 412 of the Code
for the applicable plan year.


“United States” and “U.S.” mean the United
States of America. 


“Unreimbursed Amount”
has the meaning specified in Section 2.03(c)(i). 


“U.S. Bank” means U.S.
Bank National Association and its successors.


“Yen” or “¥” mean lawful money
of Japan.


1.02         Other
Interpretive Provisions. With reference to this Agreement and each other
Loan Document, unless otherwise specified herein or in such other Loan
Document:


(a)           The
meanings of defined terms are, unless the context otherwise requires, equally
applicable to the singular and plural forms of the defined terms.


(b)           (i) The words “herein,” “hereto,”
“hereof” and “hereunder” and words of similar import when used in
any Loan Document shall refer to such Loan Document as a whole and not to any
particular provision thereof.


(ii)           Article,
Section, Exhibit and Schedule references are to the Articles, Sections,
Exhibits and Schedules of the Loan Document in which such reference appears.


(iii)          The term “including” is by way
of example and not limitation.


(iv)          The
term “documents” includes any and all instruments, documents, agreements,
certificates, notices, reports, financial statements and other writings,
however evidenced, whether in physical or electronic form.


(c)           In the computation of periods of time
from a specified date to a later specified date, the word “from” means “from
and including;” the words “to”, “ending on”, and “until”
each mean “to but excluding;” and the word “through” means “to
and including.”


(d)           Section headings herein and in the
other Loan Documents are included for convenience of reference only and shall
not affect the interpretation of this Agreement or any other Loan Document.


1.03         Accounting Terms.


(a)           All accounting terms not specifically
or completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial



 34
 








calculations) required to be submitted pursuant to
this Agreement shall be prepared in conformity with, GAAP applied on a
consistent basis, as in effect from time to time, applied in a manner
consistent with that used in preparing the Audited Financial Statements, except
as otherwise specifically prescribed herein.


(b)           If at any time any change in GAAP
would affect the computation of any financial ratio or requirement set forth in
any Loan Document, and either the Borrower or the Required Lenders shall so
request, the Administrative Agent, the Lenders and the Borrower shall negotiate
in good faith to amend such ratio or requirement to preserve the original
intent thereof in light of such change in GAAP (subject to the approval of the Required
Lenders); provided that, until so amended, (i) such ratio or requirement
shall continue to be computed in accordance with GAAP prior to such change
therein and (ii) the Borrower shall provide to the Administrative Agent and the
Lenders financial statements and other documents required under this Agreement
or as reasonably requested hereunder setting forth a reconciliation between
calculations of such ratio or requirement made before and after giving effect
to such change in GAAP.


1.04         Rounding. Any financial ratios
required to be maintained by the Borrower pursuant to this Agreement shall be
calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such
ratio is expressed herein and rounding the result up or down to the nearest
number (with a rounding-up if there is no nearest number).


1.05         References to Agreements and Laws.  Unless otherwise expressly provided herein,
(a) references to Organization Documents, agreements (including the Loan
Documents) and other contractual instruments shall be deemed to include all
subsequent amendments, restatements, extensions, supplements and other
modifications thereto, but only to the extent that such amendments, restatements,
extensions, supplements and other modifications are not prohibited by any Loan
Document; and (b) references to any Law shall include all statutory and
regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such Law.


1.06         Times
of Day.  Unless otherwise specified,
all references herein to times of day shall be references to Eastern time
(daylight or standard, as applicable).


1.07         Letter of Credit Amounts.  Unless otherwise specified, all references
herein to the amount of a Letter of Credit at any time shall be deemed to mean
the maximum face amount of such Letter of Credit after giving effect to all
increases thereof contemplated by such Letter of Credit or the Issuer Documents
related thereto therefor, whether or not such maximum face amount is in effect
at such time (except for purposes of calculating Consolidated Funded
Indebtedness).


1.08         Currency Equivalents Generally.  Any amount specified in this Agreement (other
than in Articles II, IX and X) or any of the other Loan Documents
to be in Dollars shall also include the equivalent of such amount in any
currency other than Dollars, such equivalent amount, except as otherwise
provided herein, to be determined at the rate of exchange quoted by Bank of
America in New York at the close of business on the Business Day immediately



 35
 








preceding any date of determination thereof, to prime
banks in New York, New York for the spot purchase in the New York foreign
exchange market of such amount in U.S. dollars with such other currency.


ARTICLE II


THE COMMITMENTS AND
CREDIT EXTENSIONS


2.01         The Loans.


(a)           The Revolving Credit Borrowings.  Subject to the terms and conditions set forth
herein, each Revolving Credit Lender severally agrees to make loans (each such
loan, a “Revolving Credit Loan”) to
the Borrower from time to time, on any Business Day during the Availability
Period, in an aggregate amount outstanding not to exceed at any time the amount
of such Lender’s Revolving Credit Commitment; provided, however,
that, after giving effect to any Revolving Credit Borrowing, (i) the Total
Outstandings shall not exceed the Aggregate Commitments and (ii) the aggregate
Outstanding Amount of the Revolving Credit Loans of any Lender, plus
such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus
such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans
shall not exceed such Lender’s Revolving Credit Commitment.  Within the limits of each Lender’s Revolving
Credit Commitment, and subject to the other terms and conditions hereof, the
Borrower may borrow under this Section 2.01(a), prepay under Section
2.05, and reborrow under this Section 2.01(a).  Revolving Credit Loans may be Base Rate Loans
or Eurodollar Rate Loans, as further provided herein. 


(b)           The Incremental Term Borrowings.  Subject to the terms and conditions set forth
herein, each Incremental Term Loan Lender under the relevant Incremental Term
Facility severally agrees to make a single loan consisting of an Incremental
Term Loan pursuant to such Incremental Term Facility in an amount equal to its
Pro Rata Share of such Incremental Term Facility to the Borrower on the
applicable Incremental Term Loan Closing Date. 
The applicable Incremental Term Borrowing shall consist of Incremental
Term Loans made simultaneously by the applicable Incremental Term Lenders in
accordance with their respective Pro Rata Share of such Incremental Term
Facility. If the Borrower requests a Term Commitment Increase in respect of an
Incremental Term Facility in accordance with the provisions of Section 2.15,
then subject to the terms and condition set forth herein, each Incremental Term
Lender agreeing to provide an additional Incremental Term Loan in accordance
with the provisions of Section 2.15 shall make a single loan in an
amount equal to its committed amount in respect of such additional Incremental
Term Loans to the Borrower on the applicable Incremental Term Loan Closing
Date.  Amounts borrowed under this Section
2.01(b) and repaid or prepaid may not be reborrowed.  Incremental Term Loans may be Base Rate Loans
or Eurodollar Rate Loans as further provided herein.


(c)           Term A Borrowings.  Subject to the terms and conditions set forth
herein, each Term A Lender severally agrees to make on the Restatement Closing
Date a single loan consisting of a Term A Loan pursuant to the Term A Facility
in an amount equal to its Pro Rata Share of the Term A Facility on the
Restatement Closing Date to the Borrower. 
The Term A Borrowing shall consist of Term A Loans made simultaneously
by the Term A Lenders in accordance with their respective Pro Rata Share of the
applicable Term A Facility.  If the



 36
 








Borrower requests a Term Commitment Increase in
respect of the Term A Facility in accordance with the provisions of Section
2.15, then subject to the terms and conditions set forth herein, each Term
A Lender agreeing to provide an additional Term A Loan in accordance with the
provisions of Section 2.15, shall make a single loan in an amount equal
to its committed amount in respect of such additional Term A Loans to the
Borrower on the applicable Incremental Term Loan Closing Date. Amounts borrowed
under this Section 2.01(c) and repaid or prepaid may not be
reborrowed.  Term A Loans may be Base
Rate Loans or Eurodollar Rate Loans, as further provided herein.


2.02         Borrowings, Conversions and
Continuations of Loans.


(a)           Each Term Borrowing, each Revolving
Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from
one Type to the other, and each continuation of Eurodollar Rate Loans shall be
made upon the notice to the Administrative Agent appropriately completed and
signed by a Responsible Officer of the Borrower.  Each such notice must be received by the
Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to
the requested date of any Borrowing of, conversion to or continuation of
Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base
Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans.  Each Borrowing of, conversion to or
continuation of Eurodollar Rate Loans shall be in a principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof.  Except as provided in Sections 2.03(c) and
2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof.  Each Committed Loan Notice
shall specify (i) whether the Borrower is requesting a Term Loan Borrowing, a
Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit
Loans from one Type to the other, or a continuation of Eurodollar Rate Loans,
(ii) the requested date of the Borrowing, conversion or continuation, as the
case may be (which shall be a Business Day), (iii) the principal amount of Loans
to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed
or to which existing Term Loans or Revolving Credit Loans are to be converted,
and (v) if applicable, the duration of the Interest Period with respect
thereto.  If the Borrower fails to
specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to
give a timely notice requesting a conversion or continuation, then the
applicable Term Loans or Revolving Credit Loans shall be made as, or converted
to, Base Rate Loans.  Any such automatic
conversion to Base Rate Loans shall be effective as of the last day of the
Interest Period then in effect with respect to the applicable Eurodollar Rate
Loans.  If the Borrower requests a
Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any
such Committed Loan Notice, but fails to specify an Interest Period, it will be
deemed to have specified an Interest Period of one month.


(b)            Following receipt of a Committed
Loan Notice, the Administrative Agent shall promptly notify each Lender of the
amount of its Pro Rata Share of the applicable Term Loans or Revolving Credit
Loans, and if no timely notice of a conversion or continuation is provided by
the Borrower, the Administrative Agent shall notify each Lender of the details
of any automatic conversion to Base Rate Loans described in Section 2.02(a).  In the case of a Term Loan Borrowing or a
Revolving Credit Borrowing, each Appropriate Lender shall make the amount of
its Loan available to the Administrative Agent in immediately available funds
at the Administrative Agent’s Office not later than 1:00 p.m. on the Business
Day specified in the 



 37
 








applicable Committed Loan Notice.  Upon satisfaction of the applicable
conditions set forth in Section 4.02 (and, if such Borrowing is the
initial Credit Extension, Section 4.01), the Administrative Agent shall
make all funds so received available to the Borrower in like funds as received
by the Administrative Agent either by (i) crediting the account of the Borrower
on the books of Bank of America with the amount of such funds or (ii) wire
transfer of such funds, in each case in accordance with instructions provided
to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date the Committed Loan Notice with respect to
such Borrowing is given by the Borrower, there are L/C Borrowings outstanding,
then the proceeds of such Borrowing first shall be applied to the
payment in full of any such outstanding L/C Borrowings and second, shall
be made available to the Borrower as provided above.


(c)             Except as otherwise provided
herein, a Eurodollar Rate Loan may be continued or converted only on the last
day of an Interest Period for such Eurodollar Rate Loan. During the existence
of a Default, no Loans may be requested as, converted to or continued as
Eurodollar Rate Loans without the consent of the Required Lenders.


(d)           The Administrative Agent shall
promptly notify the Borrower and the Lenders of the interest rate applicable to
any Interest Period for Eurodollar Rate Loans upon determination of such
interest rate.  The determination of the
Eurodollar Rate by the Administrative Agent shall be conclusive in the absence
of manifest error.  At any time that Base
Rate Loans are outstanding, the Administrative Agent shall notify the Borrower
and the Lenders of any change in Bank of America’s prime rate used in
determining the Base Rate promptly following the public announcement of such
change.


(e)           After giving effect to all Term
Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or
Revolving Credit Loans from one Type to the other, and all continuations of
Term Loans or Revolving Credit Loans as the same Type, there shall not be more
than ten Interest Periods in effect.


(f)            The failure of any Lender to make
the Loan to be made by it as part of any Borrowing shall not relieve any other
Lender of its obligation, if any, hereunder to make its Loan on the date of
such Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the Loan to be made by such other Lender on the date of any
Borrowing.


2.03         Letters of Credit.


(a)           The Letter of Credit Commitment.


(i)            Subject to the terms and conditions
set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements
of the other Revolving Credit Lenders set forth in this Section 2.03,
(1) from time to time on any Business Day during the period from the
Restatement Closing Date until the Letter of Credit Expiration Date, to issue
Letters of Credit for the account of the Borrower, and to amend or extend
Letters of Credit previously issued by it, in accordance with Section
2.03(b), and (2) to honor drawings under the Letters of Credit, and (B) the
Revolving Credit Lenders severally agree to participate in Letters of Credit
issued for the account of the Borrower and any drawings 



 38
 








thereunder; provided that on the date of any
L/C Credit Extension with respect to any Letter of Credit and after giving
effect thereto (w) the Total Outstandings shall not exceed the Aggregate
Commitments, (x) the aggregate Outstanding Amount of the Loans of any Lender, plus
such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus
such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans
shall not exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding
Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit
and (z) the Outstanding Amount of L/C Obligations denominated in any
Alternative Currency shall not exceed $50,000,000.  Each request by the Borrower for the issuance
or amendment of a Letter of Credit shall be deemed to be a representation by
the Borrower that the L/C Credit Extension so requested complies with the
conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to
the terms and conditions hereof, the Borrower’s ability to obtain Letters of
Credit shall be fully revolving, and accordingly the Borrower may, during the
foregoing period, obtain Letters of Credit to replace Letters of Credit that
have expired or that have been drawn upon and reimbursed. All Existing Letters
of Credit shall be deemed to have been issued pursuant hereto, and from and
after the Restatement Closing Date shall be subject to and governed by the
terms and conditions hereof. 


(ii)           No L/C Issuer shall issue any Letter
of Credit if: 


(A)          subject to Section 2.03(b)(iii),
the expiry date of such requested Letter of Credit would occur more than twenty
four months after the date of issuance or last extension, unless the Required
Lenders have approved such expiry date; or 


(B)           the expiry date of such requested
Letter of Credit would occur after the Letter of Credit Expiration Date, unless
all the Lenders have approved such expiry date; 


(iii)          No L/C Issuer shall be under any
obligation to issue any Letter of Credit if: 


(A)          any order, judgment or decree of any
Governmental Authority or arbitrator shall by its terms purport to enjoin or
restrain such L/C Issuer from issuing such Letter of Credit, or any Law
applicable to such L/C Issuer or any request or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over
such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from,
the issuance of letters of credit generally or such Letter of Credit in
particular or shall impose upon such L/C Issuer with respect to such Letter of
Credit any restriction, reserve or capital requirement (for which such L/C
Issuer is not otherwise compensated hereunder) not in effect on the Restatement
Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost
or expense which was not applicable on the Restatement Closing Date and which
such L/C Issuer in good faith deems material to it; 



 39
 








(B)           the issuance of such Letter of Credit
would violate any Laws or one or more policies of such L/C Issuer; or 


(C)           except as otherwise agreed by the
Administrative Agent and such L/C Issuer (such agreement not to be unreasonably
withheld or delayed), such Letter of Credit is in an initial face amount less
than $50,000, in the case of a Documentary Letter of Credit, or $50,000, in the
case of a standby Letter of Credit (including a performance Letter of
Credit);  


(D)          such Letter of Credit is to be
denominated in a currency other than Dollars or an Alternative Currency; 


(E)           such Letter of Credit contains any
provisions for automatic reinstatement of the stated amount after any drawing
thereunder; or  


(F)           a default of any Lender’s obligations
to fund under Section 2.03(c) exists or any Lender is at such time a
Defaulting Lender hereunder, unless such L/C Issuer has entered into
satisfactory arrangements with the Borrower or such Lender to eliminate such
L/C Issuer’s risk with respect to such Lender. 


(iv)          No L/C Issuer shall amend any Letter
of Credit if such L/C Issuer would not be permitted at such time to issue such
Letter of Credit in its amended form under the terms hereof. 


(v)           No L/C Issuer shall be under any
obligation to amend any Letter of Credit if (A) such L/C Issuer would have no
obligation at such time to issue such Letter of Credit in its amended form
under the terms hereof, or (B) the beneficiary of such Letter of Credit does
not accept the proposed amendment to such Letter of Credit. 


(b)           Procedures for Issuance and
Amendment of Letters of Credit; Auto-Extension Letters of Credit.  


(i)            Each Letter of Credit shall be
issued or amended, as the case may be, upon the request of the Borrower
delivered to the applicable L/C Issuer (with a copy to the Administrative
Agent) in the form of a Letter of Credit Application, appropriately completed
and signed by a Responsible Officer of the Borrower.  Such Letter of Credit Application must be
received by the applicable L/C Issuer and the Administrative Agent not later
than 11:00 a.m. at least two Business Days (or such later date and time as the
Administrative Agent and such L/C Issuer may agree in a particular instance in
their sole discretion) prior to the proposed issuance date or date of amendment,
as the case may be. In the case of a request for an initial issuance of a
Letter of Credit, such Letter of Credit Application shall specify in form and
detail satisfactory to the applicable L/C Issuer:  (A) the proposed issuance date of the
requested Letter of Credit (which shall be a Business Day); (B) the amount and
currency thereof; (C) the expiry date thereof; (D) the name and address of the
beneficiary thereof; (E) the documents to be presented by such beneficiary in
case of any drawing thereunder; (F) the full text of any certificate to be
presented by such beneficiary in case of any drawing thereunder; (G) the
purpose and nature of the 



 40
 








requested Letter of Credit; and (H) if such Letter of
Credit is intended to be a Performance Letter of Credit or Financial Letters of
Credit or Documentary Letter of Credit; and (I) such other matters as such L/C
Issuer may require.  In the case of a
request for an amendment of any outstanding Letter of Credit, such Letter of
Credit Application shall specify in form and detail satisfactory to the
applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed
date of amendment thereof (which shall be a Business Day); (C) the nature of
the proposed amendment; and (D) such other matters as such L/C Issuer may
require.  Additionally, the Borrower
shall furnish to the applicable L/C Issuer and the Administrative Agent such
other documents and information pertaining to such requested Letter of Credit
issuance or amendment, including any Issuer Documents, as the applicable L/C
Issuer or the Administrative Agent may require. 


(ii)           Promptly after receipt of any Letter
of Credit Application, the applicable L/C Issuer will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has received a copy of such Letter of Credit Application from the Borrower and,
if not, the applicable L/C Issuer will provide the Administrative Agent with a
copy thereof.  Unless the applicable L/C
Issuer has received written notice from any Lender, the Administrative Agent or
any Loan Party, at least one Business Day prior to the requested date of
issuance or amendment of the applicable Letter of Credit, that one or more
applicable conditions contained in Article IV shall not then be satisfied, then,
subject to the terms and conditions hereof, the applicable L/C Issuer shall, on
the requested date, issue a Letter of Credit for the account of the Borrower or
enter into the applicable amendment, as the case may be, in each case in
accordance with such L/C Issuer’s usual and customary business practices.  Immediately upon the issuance of each Letter
of Credit, each Revolving Credit Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the applicable L/C
Issuer a risk participation in such Letter of Credit in an amount equal to the
product of such Lender’s Pro Rata Share times the amount of such Letter
of Credit. 


(iii)          If the Borrower so requests in any
applicable Letter of Credit Application, the applicable L/C Issuer may, in its
sole and absolute discretion, agree to issue a Letter of Credit that has
automatic extension provisions (each, an “Auto-Extension Letter of
Credit”); provided that any such Auto-Extension Letter of
Credit must permit the applicable L/C Issuer to prevent any such extension at
least once in each twelve-month period (commencing with the date of issuance of
such Letter of Credit) by giving prior notice to the beneficiary thereof not
later than a specified date (the “Non Extension Notice Date”)
in each such twelve-month period to be agreed upon at the time such Letter of
Credit is issued.  Unless otherwise
directed by the applicable L/C Issuer, the Borrower shall not be required to
make a specific request to the applicable L/C Issuer for any such extension.
Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be
deemed to have authorized (but may not require) the applicable L/C Issuer to
permit the extension of such Letter of Credit at any time to an expiry date not
later than the Letter of Credit Expiration Date; provided, however,
that the applicable L/C Issuer shall not permit any such extension if (A) such
L/C Issuer has determined that it would not be permitted, or would have no
obligation at such time to issue such Letter of Credit in its revised form (as
extended) under the terms hereof (by reason of the 



 41
 








provisions of clauses (ii) or (iii) of Section
2.03(a) or otherwise), or (B) it has received notice (which may be by
telephone or in writing) on or before the day that is five Business Days before
the Non Extension Notice Date (1) from the Administrative Agent that the
Required Lenders have elected not to permit such extension or (2) from the
Administrative Agent, any Revolving Credit Lender or any Loan Party that one or
more of the applicable conditions specified in Section 4.02 is not then
satisfied, and in each such case directing such L/C Issuer not to permit such
extension. 


(iv)          Promptly after its delivery of any
Letter of Credit or any amendment to a Letter of Credit to an advising bank
with respect thereto or to the beneficiary thereof, the applicable L/C Issuer
will also deliver to the Borrower and the Administrative Agent a true and
complete copy of such Letter of Credit or amendment. 


(c)           Drawings and Reimbursements;
Funding of Participations. 


(i)            Upon receipt from the beneficiary of
any Letter of Credit of any notice of a drawing under such Letter of Credit,
the applicable L/C Issuer shall notify the Borrower and the Administrative
Agent thereof.  If the Borrower shall
have received notice of such drawing, (A) prior to 12:00 Noon on the date of
any payment by the applicable L/C Issuer under a Letter of Credit (each such
date, an “Honor Date”),
the Borrower shall reimburse such L/C Issuer through the Administrative Agent
in the currency of such drawing and in an amount equal to the amount of such
drawing by not later than 3:00 p.m. on the Honor Date, and (B) after 12:00 Noon
on the Honor Date, the Borrower shall reimburse such L/C Issuer through the
Administrative Agent in an amount equal to the amount of such drawing by not
later than 3:00 p.m. on the Business Day after the Honor Date. If the Borrower
fails to so reimburse such L/C Issuer by such time, the Administrative Agent
shall promptly notify each Revolving Credit Lender of the Honor Date, the
amount of the unreimbursed drawing (calculated, in the case of any drawing
under a Letter of Credit denominated in any Alternative Currency at the Spot
Rate) (the “Unreimbursed
Amount”), and the amount of such Revolving Credit Lender’s Pro
Rata Share thereof. In such event, the Borrower shall be deemed to have
requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on
the Honor Date in an amount equal to the Unreimbursed Amount, without regard to
the minimum and multiples specified in Section 2.02 for the principal
amount of Base Rate Loans, but subject to the amount of the unutilized portion
of the Revolving Credit Commitments and the conditions set forth in Section
4.02 (other than the delivery of a Committed Loan Notice). Any notice given
by an L/C Issuer or the Administrative Agent pursuant to this Section
2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided
that the lack of such an immediate confirmation shall not affect the
conclusiveness or binding effect of such notice. 


(ii)           Each Revolving Credit Lender
(including the Lender acting as the applicable L/C Issuer) shall upon any
notice pursuant to Section 2.03(c)(i) make funds available to the
Administrative Agent for the account of the applicable L/C Issuer at the
Administrative Agent’s Office in an amount equal to its Pro Rata Share of the
Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in
such notice by the Administrative Agent, whereupon, subject to the provisions
of Section



 42
 








2.03(c)(iii), each Revolving Credit
Lender that so makes funds available shall be deemed to have made a Base Rate
Loan to the Borrower in such amount.  The
Administrative Agent shall remit the funds so received to the applicable L/C
Issuer. 


(iii)          With respect to any Unreimbursed
Amount that is not fully refinanced by a Revolving Credit Borrowing of Base
Rate Loans because the conditions set forth in Section 4.02 cannot be
satisfied or for any other reason, the Borrower shall be deemed to have
incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due
and payable on demand (together with interest) and shall bear interest at the
Default Rate.  In such event, each
Revolving Credit Lender’s payment to the Administrative Agent for the account
of the applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be
deemed payment in respect of its participation in such L/C Borrowing and shall
constitute an L/C Advance from such Lender in satisfaction of its participation
obligation under this Section 2.03. 


(iv)          Until each Revolving Credit Lender
funds its Revolving Credit Loan or L/C Advance pursuant to this Section
2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under
any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of
such amount shall be solely for the account of the applicable L/C Issuer. 


(v)           Each Revolving Credit Lender’s
obligation to make Revolving Credit Loans or L/C Advances to reimburse the
applicable L/C Issuer for amounts drawn under Letters of Credit, as
contemplated by this Section 2.03(c), shall be absolute and
unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may
have against such L/C Issuer, the Borrower or any other Person for any reason
whatsoever; (B) the occurrence or continuance of a Default, or (C) any other
occurrence, event or condition, whether or not similar to any of the foregoing;
provided, however, that each Revolving Credit Lender’s obligation
to make Revolving Credit Loans pursuant to this Section 2.03(c) is
subject to the conditions set forth in Section 4.02 (other than delivery
by the Borrower of a Committed Loan Notice ). 
No such making of an L/C Advance shall relieve or otherwise impair the
obligation of the Borrower to reimburse the applicable L/C Issuer for the amount
of any payment made by such L/C Issuer under any Letter of Credit, together
with interest as provided herein. 


(vi)          If any Revolving Credit Lender fails
to make available to the Administrative Agent for the account of the applicable
L/C Issuer any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.03(c) by the time specified in Section
2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender
(acting through the Administrative Agent), on demand, such amount with interest
thereon for the period from the date such payment is required to the date on
which such payment is immediately available to the applicable L/C Issuer at a
rate per annum equal to the Federal Funds Rate from time to time in effect.  A certificate of the applicable L/C Issuer
submitted to any Revolving Credit Lender (through the Administrative Agent)
with respect to any amounts owing under this Section 2.03(c)(vi) shall
be conclusive absent manifest error. 



 43
 








(d)           Repayment of Participations. 


(i)            At any time after the applicable L/C
Issuer has made a payment under any Letter of Credit and has received from any
Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in
accordance with Section 2.03(c), if the Administrative Agent receives
for the account of such L/C Issuer any payment in respect of the related
Unreimbursed Amount or interest thereon (whether directly from the Borrower or
otherwise, including proceeds of Cash Collateral applied thereto by the
Administrative Agent), the Administrative Agent will distribute to such Lender
its Pro Rata Share thereof (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Lender’s L/C Advance
was outstanding) in the same funds as those received by the Administrative
Agent. 


(ii)           If any payment received by the
Administrative Agent for the account of the applicable L/C Issuer pursuant to Section
2.03(c)(i) is required to be returned under any of the circumstances
described in Section 10.06 (including pursuant to any settlement entered
into by such L/C Issuer in its discretion), each Revolving Credit Lender shall
pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata
Share thereof on demand of the Administrative Agent, plus interest thereon from
the date of such demand to the date such amount is returned by such Lender, at
a rate per annum equal to the Federal Funds Rate from time to time in effect. 


(e)           Obligations Absolute. The
obligation of the Borrower to reimburse the applicable L/C Issuer for each
drawing under each Letter of Credit and to repay each L/C Borrowing shall be
absolute, unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances, including
the following: 


(i)            any lack of validity or
enforceability of such Letter of Credit, this Agreement, or any other Loan
Document; 


(ii)           the existence of any claim,
counterclaim, setoff, defense or other right that the Borrower or any
Subsidiary may have at any time against any beneficiary or any transferee of
such Letter of Credit (or any Person for whom any such beneficiary or any such
transferee may be acting), such L/C Issuer or any other Person, whether in
connection with this Agreement, the transactions contemplated hereby or by such
Letter of Credit or any agreement or instrument relating thereto, or any
unrelated transaction; 


(iii)          any draft, demand, certificate or
other document presented under such Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under such Letter of Credit; 


(iv)          any payment by such L/C Issuer under
such Letter of Credit against presentation of a draft or certificate that does
not strictly comply with the terms of such Letter of Credit; or any payment
made by such L/C Issuer under such Letter of Credit to any Person purporting to
be a trustee in bankruptcy, debtor-in-possession, assignee for 



 44
 








the benefit of creditors, liquidator, receiver or
other representative of or successor to any beneficiary or any transferee of
such Letter of Credit, including any arising in connection with any proceeding
under any Debtor Relief Law;  


(v)           any exchange, release or
nonperfection of any Collateral, or any release or amendment or waiver of or
consent to departure from the Guaranty or any other guarantee, for all or any
of the Obligations of the Borrower or any Subsidiary in respect of such Letter
of Credit; or 


(vi)          any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, the Borrower. 


The Borrower shall
promptly examine a copy of each Letter of Credit and each amendment thereto
that is delivered to it and, in the event of any claim of noncompliance with
the Borrower’s instructions or other irregularity, the Borrower will
immediately notify the applicable L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the applicable L/C
Issuer and its correspondents unless such notice is given as aforesaid. 


(f)            Role of L/C Issuer. Each
Lender and the Borrower agree that, in paying any drawing under a Letter of
Credit, no L/C Issuer shall have any responsibility to obtain any document
(other than any sight draft, certificates and documents expressly required by
the Letter of Credit) or to ascertain or inquire as to the validity or accuracy
of any such document or the authority of the Person executing or delivering any
such document.  None of the applicable
L/C Issuer, any Agent-Related Person nor any of the respective correspondents,
participants or assignees of such L/C Issuer shall be liable to any Lender for
(i) any action taken or omitted in connection herewith at the request or with
the approval of the Lenders or the Required Lenders, as applicable; (ii) any
action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Letter of Credit Application.  The
Borrower hereby assumes all risks of the acts or omissions of any beneficiary
or transferee with respect to its use of any Letter of Credit; provided,
however, that this assumption is not intended to, and shall not,
preclude the Borrower’s pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuers, any Agent-Related
Person, nor any of the respective correspondents, participants or assignees of
the L/C Issuers, shall be liable or responsible for any of the matters
described in clauses (i) through (v) of Section 2.03(e); provided,
however, that anything in such clauses to the contrary notwithstanding, the
Borrower may have a claim against the applicable L/C Issuer, and the applicable
L/C Issuer may be liable to the Borrower, to the extent, but only to the
extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which the Borrower proves were caused by such L/C
Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit. In furtherance and not in limitation
of the foregoing, the applicable L/C Issuer may accept documents that appear on
their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and such L/C Issuer 



 45
 








shall not be responsible
for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason. 


(g)           Cash Collateral. Upon the
request of the Administrative Agent, (i) if an L/C Issuer has honored any full
or partial drawing request under any Letter of Credit and such drawing has
resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration
Date, any Letter of Credit for any reason remains outstanding and partially or
wholly undrawn, the Borrower shall immediately Cash Collateralize (A) with
respect to clause (i) above, the amount of such L/C Borrowing, and (B)
with respect to clause (ii) above, the Dollar amount of the then
Outstanding Amount of all L/C Obligations (in an amount equal to such
Outstanding Amount determined as of the date of such L/C Borrowing or the
Letter of Credit Expiration Date, as the case may be, and adjusted from time to
time as the Administrative Agent may, acting reasonably, determine due to
currency fluctuations).  Section
8.02(c) sets forth certain additional requirements to deliver Cash
Collateral hereunder.  “Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for
the benefit of the L/C Issuers and the Lenders, as collateral for the L/C
Obligations, cash or deposit account balances pursuant to documentation in form
and substance satisfactory to the Administrative Agent and the L/C Issuers
(which documents are hereby consented to by the Lenders).  Derivatives of such term have corresponding
meanings.  The Borrower hereby grants to
the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, a
security interest in all such cash, deposit accounts and all balances therein
and all proceeds of the foregoing.  Cash
Collateral shall be maintained in blocked, non-interest bearing deposit accounts
at Bank of America.  If at any time the
Administrative Agent determines that any funds held as Cash Collateral are
subject to any right or claim of any Person other than the Administrative Agent
for the benefit of the Secured Parties or that the total amount of such funds
is less than the aggregate Outstanding Amount of all L/C Obligations, the
Borrower will, forthwith upon demand by the Administrative Agent, pay to the
Administrative Agent, as additional funds to be deposited and held in the
deposit accounts at Bank of America as aforesaid, an amount equal to the excess
of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if
any, then held as Cash Collateral that the Administrative Agent determines to
be free and clear of any such right and claim. Upon the drawing of any Letter
of Credit for which funds are on deposit as Cash Collateral, such funds shall
be applied, to the extent permitted under applicable law, to reimburse the
applicable L/C Issuer. 


(h)           Applicability of ISP98 and UCP.
Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower
when a Letter of Credit is issued (including any such agreement applicable to
an Existing Letter of Credit), (i) the rules of the ISP shall apply to each
standby Letter of Credit, and (ii) the rules of the Uniform Customs and
Practice for Documentary Credits, as most recently published by the
International Chamber of Commerce at the time of issuance shall apply to each
commercial Letter of Credit. 


(i)            Letter of Credit Fees. The
Borrower shall pay to the Administrative Agent for the account of each
Revolving Credit Lender in accordance with its Pro Rata Share, a Letter of
Credit Fee (the “Letter
of Credit Fee”) for each Letter of Credit in an amount equal to
(i) in the case of any Financial Letter of Credit, (A) a rate per annum equal
to the Eurodollar 



 46
 








Percentage for Revolving
Credit Loans in effect from time to time for each day during the applicable
calculation period as set forth in the grid in the definition of “Applicable
Rate” times (B) the daily maximum amount available to be drawn under
such Letter of Credit (whether or not such maximum amount is then in effect
under such Letter of Credit and determined, in the case of any Letter of Credit
denominated in an Alternative Currency, at the Spot Rate as of the most recent
Revaluation Date) or (ii) in the case of any Performance Letter of Credit or
Documentary Letter of Credit, (A) a rate per annum equal to 75% of the
Eurodollar Percentage for Revolving Credit Loans in effect from time to time
for each day during the applicable calculation period as set forth in the grid
in the definition of “Applicable Rate” times (B) the daily maximum
amount available to be drawn under such Letter of Credit and determined, in the
case of any Letter of Credit denominated in an Alternative Currency, at the
Spot Rate as of the most recent Revaluation Date (whether or not such maximum
amount is then in effect under such Letter of Credit). Letter of Credit Fees
shall be computed on a quarterly basis in arrears and due and payable on the
last Business Day of each March, June, September and December, commencing on
June 29, 2007, on the Letter of Credit Expiration Date and thereafter on
demand. Notwithstanding anything to the contrary contained herein, while any
Event of Default under Section 8.01(a), Section 8.01(f) or Section
8.01(g) exists, all Letter of Credit Fees shall accrue at the Default Rate.



(j)            Fronting Fee and Documentary and
Processing Charges Payable to L/C Issuers. The Borrower shall pay directly
to the applicable L/C Issuer for its own account a fronting fee with respect to
each Letter of Credit issued by such L/C Issuer in the amount specified in the
Fee Letter, payable on the daily maximum amount available to be drawn under
such Letter of Credit (whether or not such maximum amount is then in effect
under such Letter of Credit) determined, in the case of any Letter of Credit
denominated in an Alternative Currency, at the Spot Rate. Such fronting fee
shall be due and payable (i) in the case of any Financial Letter of Credit or
Performance Letter of Credit, on the last Business Day of such March, June,
September and December, commencing on June 29, 2007, on the Letter of Credit
Expiration Date and thereafter on demand and (ii) in the case of any
Documentary Letter of Credit, on the date of issuance of any such Letter of
Credit.  In addition, the Borrower shall
pay directly to each L/C Issuer for its own account the customary issuance,
presentation, amendment and other processing fees, and other standard costs and
charges, of such L/C Issuer relating to letters of credit as from time to time
in effect.  Such customary fees and
standard costs and charges are due and payable on demand and are nonrefundable.



(k)           Conflict with Issuer Documents.
In the event of any conflict between the terms hereof and the terms of any
Issuer Document, the terms hereof shall control. 


(l)            Monthly L/C Issuer Report. On
the fifth Business Day of each month, each L/C Issuer shall deliver a report to
the Administrative Agent identifying (i) each Letter of Credit and the type and
currency of such Letter of Credit issued by it during the prior month, and (ii)
with respect to each Letter of Credit issued by it that remains outstanding,
(A) the face amount thereof as of the end of the prior month and the maximum
potential face amount thereof, (B) the amount thereof that was drawn in the
prior month, and (C) the amount thereof that remains undrawn as of the last
Business Day of the prior month. 



 47
 








2.04         Swing Line Loans. 


(a)           The Swing Line. Subject to the
terms and conditions set forth herein, the Swing Line Lender agrees to make
loans (each such loan, a “Swing
Line Loan”) to the Borrower from time to time on any Business
Day during the Availability Period in an aggregate amount not to exceed at any
time outstanding the amount of the Swing Line Sublimit, notwithstanding the
fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the
Outstanding Amount of Loans and L/C Obligations of the Lender acting as Swing
Line Lender, may exceed the amount of such Lender’s Commitment; provided,
however, that after giving effect to any Swing Line Loan, (i) the Total
Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate
Outstanding Amount of the Revolving Credit Loans of any Lender, plus
such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus
such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans
shall not exceed such Lender’s Revolving Credit Commitment, and provided
further that the Borrower shall not use the proceeds of any Swing Line
Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits,
and subject to the other terms and conditions hereof, the Borrower may borrow
under this Section 2.04, prepay under Section 2.05, and reborrow
under this Section 2.04. Each Swing Line Loan shall bear interest at a
fluctuating rate per annum equal to the “prime rate” as referred to in the
definition of Base Rate.  Immediately
upon the making of a Swing Line Loan, each Revolving Credit Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the Swing Line Lender a risk participation in such Swing Line Loan in an amount
equal to the product of such Lender’s Pro Rata Share times the amount of
such Swing Line Loan. 


(b)           Borrowing Procedures. Each
Swing Line Borrowing shall be made upon the Borrower’s irrevocable written
notice to the Swing Line Lender and the Administrative Agent appropriately
completed and signed by a Responsible Officer of the Borrower. Each such notice
must be received by the Swing Line Lender and the Administrative Agent not
later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the
amount to be borrowed, which shall be a minimum of $500,000, and (ii) the
requested borrowing date, which shall be a Business Day. Promptly after receipt
by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender
will confirm with the Administrative Agent (by telephone or in writing) that
the Administrative Agent has also received such Swing Line Loan Notice and, if
not, the Swing Line Lender will notify the Administrative Agent (by telephone
or in writing) of the contents thereof. Unless the Swing Line Lender has
received notice (by telephone or in writing) from the Administrative Agent
(including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on
the date of the proposed Swing Line Borrowing (A) directing the Swing Line
Lender not to make such Swing Line Loan as a result of the limitations set
forth in the first proviso to the first sentence of Section 2.04(a), or
(B) that one or more of the applicable conditions specified in Article IV
is not then satisfied, then, subject to the terms and conditions hereof, the
Swing Line Lender will, not later than 3:00 p.m. on the borrowing date
specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the Borrower at its office by crediting the account of the
Borrower on the books of the Swing Line Lender in immediately available funds. 



 48














(c)           Refinancing of Swing Line Loans.



(i)            The Swing Line Lender at any time in
its sole and absolute discretion may request, on behalf of the Borrower (which
hereby irrevocably authorizes the Swing Line Lender to so request on its
behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount
equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then
outstanding.  Such request shall be made
in writing (which written request shall be deemed to be a Committed Loan Notice
for purposes hereof) and in accordance with the requirements of Section 2.02,
without regard to the minimum and multiples specified therein for the principal
amount of Base Rate Loans, but subject to the unutilized portion of the
Aggregate Revolving Credit Commitments and the conditions set forth in Section
4.02. The Swing Line Lender shall furnish the Borrower with a copy of the
applicable Committed Loan Notice promptly after delivering such notice to the
Administrative Agent.  Each Revolving
Credit Lender shall make an amount equal to its Pro Rata Share of the amount
specified in such Committed Loan Notice available to the Administrative Agent
in immediately available funds for the account of the Swing Line Lender at the
Administrative Agent’s Office not later than 1:00 p.m. on the day specified in
such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii),
each Revolving Credit Lender that so makes funds available shall be deemed to
have made a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the
funds so received to the Swing Line Lender. 


(ii)           If for any reason any Swing Line Loan
cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section
2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line
Lender as set forth herein shall be deemed to be a request by the Swing Line
Lender that each of the Revolving Credit Lenders fund its risk participation in
the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the
Administrative Agent for the account of the Swing Line Lender pursuant to Section
2.04(c)(i) shall be deemed payment in respect of such participation, and
such Swing Line Loan shall thereafter bear interest at the Base Rate. 


(iii)          If any Revolving Credit Lender fails
to make available to the Administrative Agent for the account of the Swing Line
Lender any amount required to be paid by such Lender pursuant to the foregoing
provisions of this Section 2.04(c) by the time specified in Section
2.04(c)(i), the Swing Line Lender shall be entitled to recover from such
Lender (acting through the Administrative Agent), on demand, such amount with
interest thereon for the period from the date such payment is required to the
date on which such payment is immediately available to the Swing Line Lender at
a rate per annum equal to the Federal Funds Rate from time to time in
effect.  A certificate of the Swing Line
Lender submitted to any Lender (through the Administrative Agent) with respect
to any amounts owing under this clause (iii) shall be conclusive absent
manifest error. 


(iv)          Each Revolving Credit Lender’s
obligation to make Revolving Credit Loans or to purchase and fund risk
participations in Swing Line Loans pursuant to this Section 2.04(c)
shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right 



 49
 








which such Lender may have against the Swing Line
Lender, the Borrower or any other Person for any reason whatsoever, (B) the
occurrence or continuance of a Default, or (C) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided, however,
that each Revolving Credit Lender’s obligation to make Revolving Credit Loans
pursuant to this Section 2.04(c) is subject to the conditions set forth
in Section 4.02. No such funding of risk participations shall relieve or
otherwise impair the obligation of the Borrower to repay Swing Line Loans,
together with interest as provided herein. 


(d)           Repayment of Participations. 


(i)            At any time after any Revolving
Credit Lender has purchased and funded a risk participation in a Swing Line
Loan, if the Swing Line Lender receives any payment on account of such Swing
Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata
Share of such payment (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Lender’s risk
participation was funded) in the same funds as those received by the Swing Line
Lender. 


(ii)           If any payment received by the Swing
Line Lender in respect of principal or interest on any Swing Line Loan is
required to be returned by the Swing Line Lender under any of the circumstances
described in Section 10.06 (including pursuant to any settlement entered
into by the Swing Line Lender in its discretion), each Revolving Credit Lender
shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned, at a rate per annum equal to the Federal Funds
Rate.  The Administrative Agent will make
such demand upon the request of the Swing Line Lender. 


(e)           Interest for Account of Swing Line
Lender. The Swing Line Lender shall be responsible for invoicing the
Borrower for interest on the Swing Line Loans. 
Until each Revolving Credit Lender funds its Base Rate Loan or risk
participation pursuant to this Section 2.04 to refinance such Lender’s
Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata
Share shall be solely for the account of the Swing Line Lender. 


(f)            Payments Directly to Swing Line
Lender. The Borrower shall make all payments of principal and interest in
respect of the Swing Line Loans directly to the Swing Line Lender. 


2.05         Prepayments. 


(a)           Optional. (i) The Borrower
may, upon notice to the Administrative Agent, at any time or from time to time
voluntarily prepay Loans in whole or in part without premium or penalty; provided
that (1) such notice must be received by the Administrative Agent not later
than 11:00 a.m. (A) three Business Days prior to any date of prepayment of
Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2)
any prepayment of Eurodollar Rate Loans shall be in a principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any
prepayment of Base Rate Loans shall be in a principal 



 50
 








amount of $500,000 or a
whole multiple of $100,000 in excess thereof or, in each case, if less, the
entire principal amount thereof then outstanding.  Each such notice shall specify the date and
amount of such prepayment and the Type(s) of Loans to be prepaid.  The Administrative Agent will promptly notify
each Lender of its receipt of each such notice, and of the amount of such
Lender’s Pro Rata Share of such prepayment. 
If such notice is given by the Borrower, the Borrower shall make such
prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein. 
Any prepayment of a Eurodollar Rate Loan shall be accompanied by all
accrued interest thereon, together with any additional amounts required
pursuant to Section 3.05. Each prepayment of the outstanding Term Loans
pursuant to this Section 2.05(a) shall be applied (i) ratably to the
Term A Facility and, if applicable, any Incremental Term Facilities and (ii) to
the principal repayment installments thereof on a pro rata basis and
each such prepayment shall be paid to the Lenders in accordance with their
respective Pro Rata Shares. 


(ii)           The Borrower may, upon notice to the
Swing Line Lender (with a copy to the Administrative Agent), at any time or
from time to time, voluntarily prepay Swing Line Loans in whole or in part
without premium or penalty; provided that (1) such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be
in a minimum principal amount of $500,000. Each such notice shall specify the
date and amount of such prepayment.  If
such notice is given by the Borrower, the Borrower shall make such prepayment
and the payment amount specified in such notice shall be due and payable on the
date specified therein. 


(b)           Mandatory. (i) Upon any
Extraordinary Receipt received by or paid to or for the account of the Borrower
or any of its Subject Subsidiaries in respect of its property or assets, after
the first $20,000,000 of Net Cash Proceeds relating to any Extraordinary
Receipt and thereafter any amount in excess of $3,000,000 for any one event or
series of related events, the Borrower shall prepay an aggregate principal
amount of Loans equal to 100% of all Net Cash Proceeds received therefrom
within three Business Days after the date of receipt thereof by the Borrower or
such Subsidiary subject to the provisions of Section 2.05(b)(iv); provided
that so long as no Default shall have occurred and be continuing, (A) if the
Borrower intends to reinvest the Net Cash Proceeds thereof in capital assets
used or useful in the business which may (but are not required to) be a
replacement, restoration or repair of the assets or property in respect of
which the Extraordinary Receipt was received, it shall deliver written notice
of such intention to the Administrative Agent on or prior to the fifth Business
Day immediately following the date on which Borrower receives such Net Cash
Proceeds, (B) if the Borrower shall have delivered such notice, the Net Cash
Proceeds thereof may be reinvested so long as within 12 months after the
receipt of such Net Cash Proceeds such reinvestment shall have begun and so
long as such reinvestment has not been terminated, abandoned or unreasonably
delayed, and is substantially completed within 24 months after the date of
receipt of such Net Cash Proceeds, and (C) on the date the Borrower consummates
such restoration, repair or replacement or purchase, it shall deliver a
certificate of a Responsible Officer to the Administrative Agent certifying
that all, or, subject to the immediately succeeding proviso, part of, such Net
Cash Proceeds have been reinvested in accordance with the proviso of this Section
2.05(b)(i) and, as a result, no mandatory prepayments are required under
this Section 2.05(b)(i); provided  further that any Net
Cash 



 51
 








Proceeds not so
reinvested at the end of such period shall be immediately applied to the
prepayment of the Loans as set forth in this Section 2.05. 


(ii)           Each prepayment of Loans pursuant to
this Section 2.05(b) shall be applied, first, ratably to the Term
A Facility and, if applicable, the Incremental Term Facilities and to the
principal repayment installments thereof on a pro rata basis and, thereafter,
to the Revolving Credit Facility in the manner set forth in clause (iii) of
this Section 2.05(b). 


(iii)          Prepayments of the Revolving Credit
Facility made pursuant to clause (i) of this Section 2.05(b), first, shall be applied to prepay L/C
Borrowings outstanding at such time until all such L/C Borrowings are paid in
full, second, shall be applied
to prepay Swing Line Loans outstanding at such time until all such Swing Line
Loans are paid in full, and, third,
shall be applied to prepay Revolving Credit Loans outstanding at such time
until all such Revolving Credit Loans are paid in full; and, in the case of
prepayments of the Revolving Credit Facility required pursuant to clause (i)
of this Section 2.05(b), the amount remaining, if any, after the prepayment
in full of all Loans and L/C Borrowings outstanding at such time, may be
retained by the Borrower for use in the ordinary course of its business.  Upon the drawing of any Letter of Credit,
which has been Cash Collateralized, such funds shall be applied (without any
further action by or notice to or from the Borrower or any other Loan Party) to
reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as
applicable. 


(iv)          Notwithstanding the provisions of
Section 2.05(b)(i), if any mandatory prepayments under Section 2.05(b)(i) would
result in the Borrower incurring any obligation (as determined in the
reasonable judgment of the Borrower) under Section 3.05 as a result of any such
mandatory prepayment of Eurodollar Loans prior to the last day of an Interest
Period, so long as no Default has occurred and is continuing, the Borrower may
defer the making of such mandatory prepayment until the earlier of (A) the last
day of such Interest Period and (B) the date thirty days after the date on
which such mandatory prepayment would otherwise have been required to be made. 


2.06         Termination or Reduction of
Commitments. 


(a)           Optional. The Borrower may,
upon notice to the Administrative Agent, terminate the unused portions of the
Term Commitments, the Letter of Credit Sublimit, or the unused Revolving Credit
Commitments, or from time to time permanently reduce the unused portions of the
Term Commitments, the Letter of Credit Sublimit, or the unused Revolving Credit
Commitments; provided that (i) any such notice shall be received by the
Administrative Agent not later than 11:00 a.m. five Business Days prior to the
date of termination or reduction, (ii) any such partial reduction shall be in
an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in
excess thereof and (iii) the Borrower shall not terminate or reduce the unused
portions of the Term Commitments, the Letter of Credit Sublimit, or the unused
Revolving Credit Commitments if, after giving effect thereto and to any
concurrent prepayments hereunder, the Total Outstandings would exceed the
Aggregate Commitments.   


(b)           Mandatory. (i) The aggregate
Term Commitments under any Term Facility shall be automatically and permanently
reduced to zero on the date of a Term Borrowing under such Term Facility (after
giving effect to such Term Borrowing). 



 52
 








(ii)           If after giving effect to any
reduction or termination of unused Revolving Credit Commitments under this Section
2.06, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the
amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be
automatically reduced by the amount of such excess. 


(c)           Application of Commitment
Reductions; Payment of Fees. The Administrative Agent will promptly notify
the Lenders of any termination or reduction of unused portions of the Term
Commitment, the Letter of Credit Sublimit, or the unused Revolving Credit
Commitment under this Section 2.06. Each reduction of the unused portion
of the Term Commitments pursuant to Section 2.06(a) shall be applied
ratably to the Term A Facility and, if applicable, the Incremental Term
Facilities and to the principal repayment installments thereof on a pro rata
basis. Upon any reduction of unused Commitments under a Facility, the
Commitment of each Lender under such Facility shall be reduced by such Lender’s
Pro Rata Share of the amount by which such Facility is reduced.  All fees accrued until the effective date of
any termination of the Aggregate Commitments shall be paid on the effective
date of such termination. 


(d)           Scheduled Reduction of Incremental
Term Commitments. With respect to any Incremental Term Facility, any
reduction in the Incremental Term Commitments under such Incremental Term
Facility shall be set forth in the applicable Incremental Term Facility
Supplement. 


2.07         Repayment of Loans. 


(a)           Term A Loans. The Borrower
shall repay to the Administrative Agent for the ratable account of the Term A
Lenders the aggregate principal amount of all Term A Loans outstanding on the
following dates in the respective amounts set forth opposite such dates (which
amounts shall be reduced as a result of the application of prepayments in
accordance with the order of priority set forth in Section 2.06): 




	
  Date

  	
   

  	
  Amount

  	
   

  
	
  June 30, 2009

  	
   

  	
  $

  	
  3,437,500

  	
   

  
	
  September 30,
  2009

  	
   

  	
  $

  	
  3,437,500

  	
   

  
	
  December 31,
  2009

  	
   

  	
  $

  	
  3,437,500

  	
   

  
	
  March 31, 2010

  	
   

  	
  $

  	
  3,437,500

  	
   

  
	
  June 30, 2010

  	
   

  	
  $

  	
  3,437,500

  	
   

  
	
  September 30,
  2010

  	
   

  	
  $

  	
  3,437,500

  	
   

  
	
  December 31,
  2010

  	
   

  	
  $

  	
  3,437,500

  	
   

  
	
  March 31, 2011

  	
   

  	
  $

  	
  3,437,500

  	
   

  
	
  June 30, 2011

  	
   

  	
  $

  	
  6,875,000

  	
   

  
	
  September 30,
  2011

  	
   

  	
  $

  	
  6,875,000

  	
   

  
	
  December 30,
  2011

  	
   

  	
  $

  	
  6,875,000

  	
   

  
	
  March 29, 2012

  	
   

  	
  $

  	
  6,875,000

  	
   

  






 


provided,
however, that the final principal repayment installment of the Term A
Loans shall be repaid on the Maturity Date for the Term A Facility under which
such Term A Loans were made 



 53
 








and in any event shall be
in an amount equal to the aggregate principal amount of all Term A Loans
outstanding on such date. 


(b)           Revolving Credit Loans. The
Borrower shall repay to the Administrative Agent for the ratable account of the
Revolving Credit Lenders on the Maturity Date for the Revolving Credit Facility
the aggregate principal amount of all Revolving Credit Advances outstanding on
such date. 


(c)           Swing Line Loans. The Borrower
shall repay each Swing Line Loan on the earlier to occur of (i) the date thirty
Business Days after such Loan is made and (ii) the Maturity Date. 


(d)           Incremental Term Loans. The
Borrower shall repay to the Administrative Agent for the ratable account of the
Term Lenders the aggregate principal amount of all Incremental Term Loans under
any applicable Incremental Term Facility outstanding on the dates in the
respective amounts on such dates (which amounts shall be reduced as a result of
the application of prepayments in accordance with the order of priority set
forth in Section 2.05) as may be set forth in the applicable Incremental
Term Facility Supplement: provided, however, that the final
principal repayment installment of the applicable Incremental Term Loans shall
be repaid on the Maturity Date for the applicable Incremental Term Facility
under which such Incremental Loans were made and in any event shall be in an
amount equal to the aggregate principal amount of all applicable Incremental
Term Loans outstanding on such date. 


2.08         Interest 


(a)           Subject to the provisions of Section
2.08(b), (i) each Eurodollar Rate Loan shall bear interest on the
outstanding principal amount thereof for each Interest Period at a rate per
annum equal to the Eurodollar Rate for such Interest Period plus the
Applicable Rate; (ii) each Base Rate Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus the Applicable Rate; and
(iii) each Swing Line Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a fluctuating rate per
annum equal to the “prime rate” as referred to in the definition of Base Rate. 


(b)           (i)            During
all times that an Event of Default under Section 8.01(a), Section
8.01(f) or Section 8.01(g) shall have occurred and be continuing,
the Borrower shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws. 


(ii)           Accrued and unpaid interest on past
due amounts (including interest on past due interest) shall be due and payable
upon demand. 


(c)           Interest on each Loan shall be due
and payable in arrears on each Interest Payment Date applicable thereto and at
such other times as may be specified herein. 
Interest hereunder shall be due and payable in accordance with the terms
hereof before and after 



 54
 








judgment, and
before and after the commencement of any proceeding under any Debtor Relief
Law. 


2.09         Fees. In
addition to certain fees described in Sections 2.03(i) and (j): 


(a)           Commitment Fee. The Borrower
shall pay to the Administrative Agent for the account of each Revolving Credit
Lender in accordance with its Pro Rata Share, a commitment fee equal to the
Applicable Rate times the actual daily amount by which the aggregate
Revolving Credit Commitments exceed the sum of (A) the Outstanding Amount of
Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided
that any commitment fee accrued with respect to any of the Commitments of a
Defaulting Lender during the period prior to the time such Lender became a
Defaulting Lender and unpaid at such time shall not be payable by the Borrower
so long as such Lender shall be a Defaulting Lender except to the extent that
such commitment fee shall otherwise have been due and payable by the Borrower
prior to such time; provided, further, that no commitment fee
shall accrue on any of the Commitments of a Defaulting Lender so long as such
Lender shall be a Defaulting Lender.  The
commitment fee shall accrue at all times during the Availability Period,
including at any time during which one or more of the conditions in Article
IV is not met, and shall be due and payable quarterly in arrears on the
last Business Day of each March, June, September and December, commencing on
June 29, 2007, and on the Maturity Date. 
The commitment fee shall be calculated quarterly in arrears, and if
there is any change in the Applicable Rate during any quarter, the actual daily
amount shall be computed and multiplied by the Applicable Rate separately for
each period during such quarter that such Applicable Rate was in effect. 


(b            Other Fees.  (i) The Borrower shall pay to the Arranger
and the Administrative Agent for their own respective accounts fees in the
amounts and at the times specified in the Fee Letter. Such fees shall be fully
earned when paid and shall not be refundable for any reason whatsoever. 


(ii)           The Borrower shall pay to the
Administrative Agent such fees as shall have been separately agreed upon in
writing in the amounts and at the times so specified.  Such fees shall be fully earned when paid and
shall not be refundable for any reason whatsoever. 


2.10         Computation of
Interest and Fees. All computations of interest for Base Rate Loans when
the Base Rate is determined by Bank of America’s “prime rate” shall be made on
the basis of a year of 365 or 366 days, as the case may be, and actual days
elapsed.  All other computations of fees
and interest shall be made on the basis of a 360-day year and actual days
elapsed (which results in more fees or interest, as applicable, being paid than
if computed on the basis of a 365-day year). 
Interest shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion thereof, for the day on
which the Loan or such portion is paid, provided that any Loan that is
repaid on the same day on which it is made shall, subject to Section 2.12(a),
bear interest for one day. Each determination by the Administrative Agent of an
interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error. 



 55
 








2.11         Evidence of Indebtedness. 


(a)           The Credit Extensions made by each
Lender shall be evidenced by one or more accounts or records maintained by such
Lender and by the Administrative Agent in the ordinary course of business. The
accounts or records maintained by the Administrative Agent and each Lender
shall be conclusive absent manifest error of the amount of the Credit
Extensions made by the Lenders to the Borrower and the interest and payments
thereon.  Any failure to so record or any
error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrower hereunder to pay any amount owing with respect to the
Obligations.  In the event of any
conflict between the accounts and records maintained by any Lender and the
accounts and records of the Administrative Agent in respect of such matters,
the accounts and records of the Administrative Agent shall control in the
absence of manifest error.  Upon the
request of any Lender made through the Administrative Agent, the Borrower shall
execute and deliver to such Lender (through the Administrative Agent) a Note,
which shall evidence such Lender’s Loans in addition to such accounts or
records.  Each Lender may attach
schedules to its Note and endorse thereon the date, Type (if applicable),
amount and maturity of its Loans and payments with respect thereto. 


(b)           In addition to the accounts and
records referred to in Section 2.11(a), each Lender and the
Administrative Agent shall maintain in accordance with its usual practice
accounts or records evidencing the purchases and sales by such Lender of
participations in Letters of Credit and Swing Line Loans.  In the event of any conflict between the accounts
and records maintained by the Administrative Agent and the accounts and records
of any Lender in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error. 


(c)           Entries made in good faith by the
Administrative Agent in the Register pursuant to Section 2.11(b), and by
each Lender in its account or accounts pursuant to Section 2.11(a),
shall be prima facie evidence of
the amount of principal and interest due and payable or to become due and
payable from the Borrower to, in the case of the Register, each Lender and, in
the case of such account or accounts, such Lender, under this Agreement and the
other Loan Documents, absent manifest error; provided that the failure
of the Administrative Agent or such Lender to make an entry, or any finding
that an entry is incorrect, in the Register or such account or accounts shall
not limit or otherwise affect the obligations of the Borrower under this
Agreement and the other Loan Documents. 


2.12         Payments Generally. 


(a)           All payments to be made by the
Borrower shall be made without condition or deduction for any counterclaim,
defense, recoupment or setoff.  Except as
otherwise expressly provided herein, all payments by the Borrower hereunder
shall be made to the Administrative Agent, for the account of the respective
Lenders to which such payment is owed, at the Administrative Agent’s Office in
Dollars and in immediately available funds not later than 2:00 p.m. on the date
specified herein.  The Administrative
Agent will promptly distribute to each Lender its Pro Rata Share (or other
applicable share as provided herein) of such payment in like funds as received
by wire transfer to such Lender’s Lending Office.  All payments received 



 56
 








by the Administrative
Agent after 2:00 p.m. shall be deemed received on the next succeeding Business
Day and any applicable interest or fee shall continue to accrue.  


(b)           If any payment to be made by the
Borrower shall come due on a day other than a Business Day, payment shall be
made on the next following Business Day, and such extension of time shall be
reflected in computing interest or fees, as the case may be; provided, however,
that, if such extension would cause payment of interest on or principal of
Eurodollar Rate Loans to be made in the next succeeding calendar month, such
payment shall be made on the immediately preceding Business Day. 


(c)           Unless the Borrower or any Lender has
notified the Administrative Agent, prior to the date any payment is required to
be made by it to the Administrative Agent hereunder, that the Borrower or such
Lender, as the case may be, will not make such payment, the Administrative
Agent may assume that the Borrower or such Lender, as the case may be, has
timely made such payment and may (but shall not be so required to), in reliance
thereon, make available a corresponding amount to the Person entitled
thereto.  If and to the extent that such
payment was not in fact made to the Administrative Agent in immediately
available funds, then: 


(i)            if the Borrower failed to make such
payment, each Lender shall forthwith on demand repay to the Administrative
Agent the portion of such assumed payment that was made available to such
Lender in immediately available funds, together with interest thereon in
respect of each day from and including the date such amount was made available
by the Administrative Agent to such Lender to the date such amount is repaid to
the Administrative Agent in immediately available funds at the Federal Funds
Rate from time to time in effect; and 


(ii)           if any Lender failed to make such
payment, such Lender shall forthwith on demand pay to the Administrative Agent
the amount thereof in immediately available funds, together with interest
thereon for the period from the date such amount was made available by the
Administrative Agent to the Borrower to the date such amount is recovered by
the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the
Federal Funds Rate from time to time in effect. 
If such Lender pays such amount to the Administrative Agent, then such
amount shall constitute such Lender’s Loan included in the applicable
Borrowing.  If such Lender does not pay
such amount forthwith upon the Administrative Agent’s demand therefor, the
Administrative Agent may make a demand therefor upon the Borrower, and the
Borrower shall pay such amount to the Administrative Agent, together with
interest thereon for the Compensation Period at a rate per annum equal to the
rate of interest applicable to the applicable Borrowing. Nothing herein shall
be deemed to relieve any Lender from its obligation to fulfill its Commitment
or to prejudice any rights, which the Administrative Agent or the Borrower may
have against any Lender as a result of any default by such Lender hereunder. 


A notice of the
Administrative Agent to any Lender or the Borrower with respect to any amount
owing under this Section 2.12(c) shall be conclusive, absent manifest
error. 



 57
 








(d)           If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided
in the foregoing provisions of this Article II, and such funds are not
made available to the Borrower by the Administrative Agent because the
conditions to the applicable Credit Extension set forth in Article IV
are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest. 


(e)           The obligations of the Lenders
hereunder to make Loans and to fund participations in Letters of Credit and
Swing Line Loans are several and not joint. 
The failure of any Lender to make any Loan or to fund any such
participation on any date required hereunder shall not relieve any other Lender
of its corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan or purchase
its participation. 


(f)            Nothing herein shall be deemed to
obligate any Lender to obtain the funds for any Loan in any particular place or
manner or to constitute a representation by any Lender that it has obtained or
will obtain the funds for any Loan in any particular place or manner. 


(g)           The Borrower hereby authorizes each
Lender, if and to the extent payment owed to such Lender is not made when due
hereunder or, in the case of a Lender, under the Note held by such Lender, to
charge from time to time against any or all of the Borrower’s accounts with
such Lender any amount so due. 


(h)           Whenever any payment received by the
Administrative Agent under this Agreement or any of the other Loan Documents is
insufficient to pay in full all amounts due and payable to the Agents and the
Lenders under or in respect of this Agreement and the other Loan Documents on
any date, such payment shall be distributed by the Administrative Agent and
applied by the Agents and the Lenders in the order of priority set forth in Section
8.03. If the Administrative Agent receives funds for application to the
Obligations of the Loan Parties under or in respect of the Loan Documents under
circumstances for which the Loan Documents do not specify the manner in which
such funds are to be applied, the Administrative Agent may, but shall not be
obligated to, elect to distribute such funds to each of the Lenders in
accordance with such Lender’s Pro Rata Share of the sum of (A) the Outstanding
Amount of all Loans outstanding at such time and (b) the Outstanding Amount of
all L/C Obligations outstanding at such time, in repayment or prepayment of such
of the outstanding Loans or other Obligations then owing to such Lender. 


2.13         Sharing of Payments. If, other
than as expressly provided elsewhere herein, any Lender shall obtain on account
of the Loans made by it, or the participations in L/C Obligations or in Swing
Line Loans held by it, any payment (whether voluntary, involuntary, through the
exercise of any right of setoff, or otherwise) in excess of its ratable share
(or other share contemplated hereunder) thereof, such Lender shall immediately
(a) notify the Administrative Agent of such fact, and (b) purchase from the
other Lenders such participations in the Loans made by them and/or such
subparticipations in the participations in L/C Obligations or Swing Line Loans
held by them, as the case may be, as shall be necessary to cause such
purchasing Lender to share the excess payment in respect of such Loans or such
participations, as the case may be, pro rata with each of them; provided,
however, that if all or any portion of 



 58
 








such excess payment is
thereafter recovered from the purchasing Lender under any of the circumstances
described in Section 10.06 (including pursuant to any settlement entered
into by the purchasing Lender in its discretion), such purchase shall to that
extent be rescinded and each other Lender shall repay to the purchasing Lender
the purchase price paid therefor, together with an amount equal to such paying
Lender’s ratable share (according to the proportion of (i) the amount of such
paying Lender’s required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered, without further
interest thereon.  The Borrower agrees
that any Lender so purchasing a participation from another Lender may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of setoff, but subject to Section 10.09) with respect to such
participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation; provided  further
that, so long as the Obligations under the Loan Documents shall not have been
accelerated, any excess payment received by any Appropriate Lender shall be
shared on a pro rata basis only with other Appropriate Lenders. The
Administrative Agent will keep records (which shall be conclusive and binding
in the absence of manifest error) of participations purchased under this
Section and will in each case notify the Lenders following any such purchases
or repayments.  Each Lender that
purchases a participation pursuant to this Section shall from and after such
purchase have the right to give all notices, requests, demands, directions and
other communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased. 


2.14         Increase in
Revolving Commitments 


(a)           So long as no Default has occurred
and is continuing and no Default would result therefrom, upon notice to the
Administrative Agent (which shall promptly notify all of the Lenders), the
Borrower may from time to time request an increase in the Revolving Credit
Commitments (each request for an increase in Revolving Credit Commitments being
a “Revolving Credit
Commitment Increase”; provided that (i) any such request
for an increase shall be in a minimum amount of $15,000,000, (ii) the Borrower
may make a maximum of four such requests and (iii) after giving effect to any
such increase, the aggregate amount of the Revolving Credit Commitments and the
Term Facilities shall not exceed $1,000,000,000 at any time.  At the time of sending such notice, the
Borrower (in consultation with the Administrative Agent) shall specify the time
period within which each Lender is requested to respond (which shall in no
event be less than ten Business Days from the date of delivery of such notice
to the Lenders). Each Lender shall notify the Administrative Agent within such
time period whether or not it agrees to increase (which it may determine in its
sole discretion) its Revolving Credit Commitment and, if so, whether by an
amount equal to, greater than, or less than its Pro Rata Share of such
requested increase. Any Lender not responding within such time period shall be
deemed to have declined to increase its Commitment.  The Administrative Agent shall notify the
Borrower and each Lender of the Lenders’ responses to each request made
hereunder.  In the event that
insufficient Revolving Credit Commitments are received, the Borrower may
request additional Revolving Credit Commitments from new lenders that are
Eligible Assignees and upon execution of a Joinder Agreement, such Eligible
Assignee shall become a Revolving Credit Lender hereunder and the Borrower also
may reduce the amount of such requested increase, so 



 59
 








long as such reduced
amount is not less than the minimum amount. 
Schedule 2.01 shall be modified accordingly for all such new
Revolving Credit Commitments. 


(b)           If the Commitments are increased in
accordance with this Section 2.14, the Administrative Agent and the
Borrower shall determine the effective date (the “Increase Effective Date”) and the final
allocation of such increase.  The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
final allocation of such increase and the Increase Effective Date.  As a condition precedent to such increase,
the Borrower shall deliver to the Administrative Agent a certificate of each
Loan Party dated as of the Increase Effective Date (in sufficient copies for
each Lender) signed by a Responsible Officer of such Loan Party (i) certifying
and attaching the resolutions adopted by such Loan Party approving or
consenting to such increase, and (ii) in the case of the Borrower, certifying
that, before and after giving effect to such increase, (A) the representations
and warranties contained in Article V and the other Loan Documents are
true and correct on and as of the Extension Effective Date, except to the
extent that such representations and warranties specifically refer to an
earlier date, in which case they are true and correct as of such earlier date,
and except that for purposes of this Section 2.14, the representations
and warranties contained in subsections (a) and (b) of Section 5.05
shall be deemed to refer to the most recent statements furnished pursuant to
subsections (a) and (b), respectively, of Section 6.01, and (B) no
Default exists. 


(c)           On each Increase Effective Date, (x)
the Borrower shall prepay Revolving Credit Loans outstanding on such Increase
Effective Date (and pay any additional amounts required pursuant to Section
3.05), including with the proceeds of new Revolving Credit Borrowings, to
the extent necessary to keep Revolving Credit Loans ratable with any revised
Pro Rata Shares arising from any nonratable increase in the Commitments under
this Section 2.14, and (y) if any L/C Advances are then outstanding
pursuant to Section 2.03(c)(iii) or any participations in Swing Line
Loans pursuant to Section 2.04(c)(ii) are outstanding, each Additional
Revolving Credit Lender and each existing Revolving Credit Lender increasing
its Revolving Credit Commitments shall make such L/C Advances or fund such
participations in Swing Line Loans, and the L/C Advances or participations in
Swing Line Loans of existing Revolving Credit Lenders not increasing their
Revolving Credit Commitments shall be repaid, in each case, to the extent
necessary to keep such L/C Advances and participations ratable with any revised
Pro Rata Shares arising from any nonratable increase in the Commitments
pursuant to this Section 2.14. 


(d)           This Section shall supersede any
provisions in Section 10.01 to the contrary.


2.15         Increase in Term Loan Commitments.


(a)           So long as no Default has occurred and
is continuing and no Default would result therefrom, upon notice to the
Administrative Agent (which shall promptly notify all of the Lenders), the
Borrower may from time to time, request the addition of one or more new term
loan facilities (each an “Incremental
Term Facility”) or one or more increases in the Term Commitments
under a Term Facility existing at the time of such request (each such request
for an Incremental Term Facility or an increase in Term Commitments being a “Term Commitment 



 60
 








Increase”); provided that (i)
any such request for Incremental Term Commitments shall be in a minimum amount
of $50,000,000, (ii) the Borrower may make a maximum of three such requests and
(iii) after giving effect to any such Term Commitment Increase, the aggregate
amount of the Revolving Credit Commitments and the Term Facilities shall not
exceed $1,000,000,000 at any time.  At
the time of sending such notice, the Borrower (in consultation with the
Administrative Agent) shall specify: 


(A)          The time period within which each
Lender is requested to respond, which shall in no event be less than ten
Business Days from the date of delivery of such notice to the Lenders, 


(B)           If the request is for an Incremental
Term Facility, the requested Maturity Date for such Incremental Term Facility,
which shall not be prior to six months after the Maturity Date in respect of
the Term A Facility,  


(C)           If the request is for an Incremental
Term Facility, the requested amortization schedule for such Incremental Term
Loans, which shall not amortize more rapidly (determined on the basis of
amortization as a percentage of the initial principal amount) than quarterly
installments of Term A Loans, and  


(D)          If the request is for an Incremental
Term Facility, any scheduled reduction of Incremental Term Commitments for such
Incremental Term Facility.   


(b)           Each Lender shall notify the
Administrative Agent within such time period whether or not it agrees to
participate (which it may determine in its sole discretion) in such Incremental
Term Facility and, if so, by what amount. 
Any Lender not responding within such time period shall be deemed to
have declined to participate.  The
Administrative Agent shall notify the Borrower and each Lender of the Lenders’
responses to each request made hereunder. In the event that insufficient
Incremental Term Commitments are received, the Borrower may request additional
Incremental Term Commitments from new lenders that are Eligible Assignees and
also may reduce the amount of such requested Incremental Term Commitments so
long as such reduced amount is not less than the minimum amount.  Any Eligible Assignee agreeing to a
Commitment in respect of an existing Term Facility shall, upon execution of a
Joinder Agreement, become a Term Lender hereunder.  Such Incremental Term Facility, and the terms
thereof, shall be set forth in an Incremental Term Facility Supplement to this
Agreement among the Borrower and the Lenders under the Incremental Term
Facility (upon execution of an Incremental Term Facility Supplement any
Eligible Assignee shall become a Term Lender hereunder). Schedule I to
such Incremental Term Facility Supplement shall set forth the Incremental Term
Commitments of each Term Lender. 


(c)           If Incremental Term Commitments are
effected in accordance with this Section, the Administrative Agent and
the Borrower shall determine the effective date (the “Incremental Effective Date”)
and the final allocation of such Incremental Term Facility.  The Administrative Agent shall promptly
notify the Borrower and the Lenders of the final allocation of such increase
and the Incremental Effective Date.  As a
condition precedent to such increase, (i) the Borrower shall deliver to the
Administrative Agent a certificate of each Loan Party dated as of the
Incremental Effective Date (in sufficient copies for each Lender) signed by a 



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Responsible Officer of
such Loan Party (A) certifying and attaching the resolutions adopted by such
Loan Party approving or consenting to such increase, and (B) in the case of the
Borrower, certifying that, before and after giving effect to such increase, (x)
the representations and warranties contained in Article V and the other
Loan Documents are true and correct on and as of the Incremental Effective
Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct
as of such earlier date, and except that for purposes of this Section 2.15,
the representations and warranties contained in subsections (a) and (b)
of Section 5.05 shall be deemed to refer to the most recent statements
furnished pursuant to subsections (a) and (b), respectively, of Section
6.01, and (y) no Default exists, and (ii) each Guarantor shall reaffirm its
obligations under the Guaranty. 


(d)           This Section shall supersede any
provisions in Section 10.01 to the contrary.


ARTICLE
III


TAXES, YIELD PROTECTION AND ILLEGALITY


3.01         Taxes.


(a)           Unless provided otherwise in Section
10.15(a)(iii), any and all payments by the Borrower to or for the account of
the Administrative Agent or any Lender under any Loan Document shall be made
free and clear of and without deduction for any and all present or future
taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or
similar charges, and all liabilities with respect thereto, excluding, in
the case of the Administrative Agent and each Lender, (i) taxes imposed on or
measured by its overall net income or its overall gross income and franchise
taxes imposed in lieu thereof, by the United States or by the jurisdiction (or
any political subdivision thereof) under the Laws of which the Administrative
Agent or such Lender, as the case may be, is organized or maintains a lending
office or its principal executive office, and (ii) any branch profits tax imposed
by the United States or any similar tax imposed by any other jurisdiction in
which such lending office or principal executive office is located or is deemed
to be doing business (all such non-excluded taxes, duties, levies, imposts,
deductions, assessments, fees, withholdings or similar charges, and liabilities
being hereinafter referred to as “Taxes”). If the Borrower shall be required by
any Laws to deduct any Taxes from or in respect of any sum payable under any
Loan Document to the Administrative Agent or any Lender, unless provided
otherwise in Section 10.15(a)(iii), (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 3.01(a)), the
Administrative Agent or such Lender, as applicable receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions, (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other Governmental
Authority in accordance with applicable Laws, and (iv) within 30 days after the
date of such payment, the Borrower shall furnish to the Administrative Agent
(which shall forward the same to the applicable Lender) or such Lender (as the
case may be) the original or a certified copy of a receipt evidencing payment
thereof to the extent such a receipt is issued therefor, or such other written
evidence of payment thereof that is reasonably satisfactory to the Administrative
Agent. 



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(b)           In addition, the Borrower agrees to
pay any and all present or future stamp, court or documentary taxes and any
other excise, property, intangible or mortgage recording taxes or similar
charges or levies which arise from any payment made under any Loan Document or
from the execution, delivery, performance, enforcement or registration of, or
otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”). If the
Borrower is required to pay material amounts of any Other Taxes with respect to
any Loan Document, then the applicable Lender shall take such steps as shall
not be materially disadvantageous to it, in the reasonable judgment of such
Lender, and as may be reasonably necessary (including designation of a different
lending office, if any) to eliminate or substantially reduce the amount of such
taxes otherwise payable by the Borrower under this Section 3.01(b). 


(c)           Unless provided otherwise in Section
10.15(a)(iii), the Borrower agrees to indemnify the Administrative Agent and
each Lender for (i) the full amount of Taxes and Other Taxes (including any
Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable
under this Section) paid by the Administrative Agent or such Lender, and (ii) any
liability (including additions to tax, penalties, interest and reasonable
expenses) arising therefrom or with respect thereto, in each case whether or
not such Taxes or Other Taxes were correctly or legally imposed or asserted by
the relevant Governmental Authority. 
Payment under this Section 3.01(c) shall be made within 30 days
after the date such Lender or the Administrative Agent makes a demand
therefor.  A certificate setting forth
the amount of such payment delivered by a Lender or the Administrative Agent to
the Borrower shall be conclusive absent the manifest error of the Lender or the
Administrative Agent, as the case may be. 


(d)           If any Lender or the Administrative
Agent receives a refund of Taxes or Other Taxes paid by the Borrower or for
which the Borrower has indemnified any Lender party or the Administrative
Agent, as the case may be, pursuant to this Section 3.01, then such
Lender or the Administrative Agent, as applicable, shall pay the amount of such
refund, net of any expenses incurred by or any Taxes or Other Taxes imposed on
such Lender or the Administrative Agent, to the Borrower within 30 days of the
receipt of such amount; provided that the Borrower agrees, upon the request of
such Lender or the Administrative Agent, to promptly return the amount of such
refund (or a portion thereof) to such Lender or the Administrative Agent
(together with the amount of any applicable penalties, interest or other
charges in respect thereof) if such Lender or the Administrative Agent is
required to repay such refund (or a portion thereof) to the relevant
Governmental Authority.  Notwithstanding
the foregoing, (i) the Borrower shall not be entitled to review the tax records
or financial information of any Lender or the Administrative Agent and (ii)
neither the Administrative Agent nor any Lender shall have any obligation to
pursue any refund of Taxes or Other Taxes paid by the Borrower. 


3.02         Illegality.  If any Lender determines that any Law has made
it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable Lending Office to make, maintain or
fund Eurodollar Rate Loans, or to determine or charge interest rates based upon
the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer
exist.  Upon receipt of such notice, the
Borrower shall, upon demand from such Lender (with a copy to the Administrative
Agent), 



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prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on
the last day of the Interest Period therefor, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate
Loans.  Upon any such prepayment or
conversion, the Borrower shall also pay accrued interest on the amount so
prepaid or converted. Each Lender agrees to designate a different Lending
Office if such designation will avoid the need for such notice and will not, in
the good faith judgment of such Lender, otherwise be materially disadvantageous
to such Lender. 


3.03         Inability to Determine Rates. If
the Required Lenders determine that for any reason adequate and reasonable
means do not exist for determining the Eurodollar Rate for any requested
Interest Period with respect to a proposed Eurodollar Rate Loan, or that the
Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan does not adequately and fairly reflect the cost to such
Lenders of funding such Loan, or that Dollar deposits are not being offered to
banks in the London interbank eurodollar market for the applicable amount and
the Interest Period of such Eurodollar Rate Loan, the Administrative Agent will
promptly so notify the Borrower and each Lender.  Thereafter, the obligation of the Lenders to
make or maintain Eurodollar Rate Loans shall be suspended until the
Administrative Agent (upon the instruction of the Required Lenders) revokes
such notice. Upon receipt of such notice, the Borrower may revoke any pending
request for a Borrowing of, conversion to or continuation of Eurodollar Rate
Loans or, failing that, will be deemed to have converted such request into a
request for a Borrowing of Base Rate Loans in the amount specified therein. 


3.04         Increased Cost and Reduced Return;
Capital Adequacy; Reserves on Eurodollar Rate Loans 


(a)           If any Lender determines that as a
result of the introduction of or any change in or in the interpretation of any
Law that becomes effective after the date hereof (and in the case of a Lender
acquiring its interest in any Loan or Commitment in an Assignment and
Assumption, after the date of such Assignment and Assumption) or such Lender’s
compliance therewith, there shall be any increase in the cost to such Lender of
agreeing to make or making, funding or maintaining Eurodollar Rate Loans or (as
the case may be) issuing or participating in Letters of Credit, or a reduction
in the amount received or receivable by such Lender in connection with any of
the foregoing (excluding for purposes of this Section 3.04(a) any such
increased costs or reduction in amount resulting from (i) Taxes or Other Taxes
(as to which Section 3.01 shall govern), (ii) changes in the basis of
taxation of overall net income or overall gross income of such Lender by the
United States or any foreign jurisdiction or any political subdivision of
either thereof under the Laws of which such Lender is organized or has its
Lending Office, and (iii) reserve requirements contemplated by Section
3.04(c) utilized in the determination of the Eurodollar Rate), then from
time to time upon demand of such Lender (with a copy of such demand to the
Administrative Agent), the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender for such increased cost or
reduction.  A certification as to the
amount of such increased cost, including a calculation thereof in reasonable
detail, shall be submitted to the Borrower upon the making of any demand
pursuant to this Section. 



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(b)                                 If
any Lender determines that the introduction of any Law regarding capital
adequacy or any change therein or in the interpretation thereof, in each case,
that becomes effective after the date hereof (and in the case of a Lender
acquiring its interest in any Loan or Commitment in an Assignment and
Assumption, after the date of such Assignment and Assumption), or compliance by
such Lender (or its Lending Office) therewith, has the effect of reducing the
rate of return on the capital of such Lender or any corporation controlling
such Lender as a consequence of such Lender’s obligations hereunder (taking
into consideration its policies with respect to capital adequacy and such
Lender’s desired return on capital), then from time to time upon demand of such
Lender (with a copy of such demand to the Administrative Agent), the Borrower
shall pay to such Lender such additional amounts as will compensate such Lender
for such reduction. A certification as to the amount of such additional amounts
owed to such Lender under this Section 3.04(b), including a calculation
thereof in reasonable detail, shall be submitted to the Borrower upon the
making of any demand pursuant to this Section. 


(c)                                  The
Borrower shall pay to each Lender, as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets consisting of or
including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”),
additional interest on the unpaid principal amount of each Eurodollar Rate Loan
equal to the actual costs of such reserves allocated to such Loan by such
Lender (as determined by such Lender in good faith, which determination shall
be conclusive), which shall be due and payable on each date on which interest
is payable on such Loan, provided the Borrower shall have received at
least 15 days’ prior notice (with a copy to the Administrative Agent) of such
additional interest from such Lender. If a Lender fails to give notice 15 days
prior to the relevant Interest Payment Date, such additional interest shall be
due and payable 15 days from receipt of such notice. 


(d)                                 Notwithstanding
the foregoing subsections (a) and (b) of this Section 3.04, the
Borrower shall only be obliged to compensate any Lender for any amount arising
or accruing during (i) any time period commencing not more than (A) in the case
of subsection (a), six months and (B) in the case of subsection (b),
three months, prior to the date on which such Lender notifies the
Administrative Agent and the Borrower that it proposes to demand such
compensation and identifies to the Administrative Agent and the Borrower the
statute, regulation or other basis upon which the claimed compensation is or
will be based and (ii) any time period during which, because of the retroactive
application of such statute, regulation or other basis, such Lender did not
know that such amount would arise or accrue. 


3.05                           Compensation
for Losses.  Upon demand of any
Lender (with a copy to the Administrative Agent) from time to time, the
Borrower shall promptly compensate such Lender for and hold such Lender
harmless from any loss, cost or expense incurred by it as a result of: 


(a)                                  any
continuation, conversion, payment or prepayment of any Loan other than a Base
Rate Loan on a day other than the last day of the Interest Period for such Loan
(whether voluntary, mandatory, automatic, by reason of acceleration, or
otherwise); or 



 65
 









(b)           any
failure by the Borrower (for a reason other than the failure of such Lender to
make a Loan) to prepay, borrow, continue or convert any Loan other than a Base
Rate Loan on the date or in the amount notified by the Borrower; or 


(c)           any
assignment of a Eurodollar Rate Loan on a day other than the last day of the
Interest Period therefor as a result of a request by the Borrower pursuant to Section
10.16;  


including any loss of
anticipated profits and any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain such Loan or from fees payable
to terminate the deposits from which such funds were obtained.  The Borrower shall also pay any customary
administrative fees charged by such Lender in connection with the foregoing. 


For purposes of
calculating amounts payable by the Borrower to the Lenders under this Section
3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan
made by it at the Eurodollar Rate for such Loan by a matching deposit or other
borrowing in the London interbank eurodollar market for a comparable amount and
for a comparable period, whether or not such Eurodollar Rate Loan was in fact
so funded. 


3.06                           Matters Applicable to all Requests for
Compensation. 


(a)                                  A
certificate of any Agent or any Lender claiming compensation under this Article
III and setting forth the additional amount or amounts to be paid to it
hereunder shall be conclusive in the absence of manifest error.  In determining such amount, such Agent or
such Lender may use any reasonable averaging and attribution methods. 


(b)                                 Upon
any Lender’s making a claim for compensation under Section 3.01 or 3.04,
the Borrower may replace such Lender in accordance with Section 10.16. 


3.07                           Survival.
All of the Borrower’s obligations under this Article III shall survive
termination of the Aggregate Commitments and repayment of all other Obligations
hereunder. 


ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


4.01                           Conditions
of Restatement. The amendment and restatement of the Existing Credit
Agreement pursuant hereto shall become effective on and as of the date (the “Restatement Closing Date”),
which shall occur on or prior to March 29, 2007, on which each of the following
conditions precedent shall have been satisfied or duly waived:  


(a)                                  Substantially
contemporaneously with the Restatement Closing Date and the making of the
initial Loans hereunder, all principal of, and interest on, Loans owed to the
Existing Lenders and all accrued fees and other amounts payable to the Existing
Lenders shall have been paid in full. 


(b)                                 The
Administrative Agent’s receipt of the following, each of which shall be
originals or facsimiles (followed promptly by delivery of originals to the
Administrative 



 66
 









Agent) unless otherwise
specified, each properly executed by a Responsible Officer of the signing Loan
Party, each dated the Restatement Closing Date (or, in the case of certificates
of governmental officials, a recent date before the Restatement Closing Date)
and each in form and substance satisfactory to the Administrative Agent and
each of the Lenders: 


(i)                                     executed
counterparts of this Agreement and the Guaranty, sufficient in number for
distribution to each Agent, each Lender and the Borrower; 


(ii)                                  a
Note duly executed by the Borrower in favor of each Lender requesting a Note; 


(iii)                               an
amended and restated security agreement, in substantially the form of Exhibit
G hereto (together with each other security agreement and security
agreement supplement delivered pursuant to Section 6.12, in each case as
amended, the “Security
Agreement”), duly executed by each Loan Party, together with, to
the extent not already delivered to the Administrative Agent: 


(A)                              certificates
representing the Pledged Equity referred to therein accompanied by undated
stock powers executed in blank  and
instruments evidencing the Pledged Debt indorsed in blank, 


(B)                                copies
of proper financing statements, to be filed on or after the day of the initial
Credit Extension under the Uniform Commercial Code of all jurisdictions that
the Administrative Agent may deem necessary or desirable in order to perfect
and protect the first priority liens and security interests created under the
Security Agreement, covering the Collateral described in the Security
Agreement, 


(C)                                evidence
of the insurance required by the terms of the Security Agreement, 


(D)                               to
the extent not previously delivered under the Existing Credit Agreement, executed
Assignments of Government Contract Claims and Notices of Assignment of
Government Contract Claims with respect to each Assignable Government Contract
Claim (remaining as of the Restatement Closing Date) in excess of $40,000,000
in effect as of the Restatement Closing Date, in accordance with Section
4(c) of the Security Agreement, and  


(E)                                 evidence
that all other action that the Administrative Agent may deem necessary or
desirable in order to perfect and protect the first priority liens and security
interests created under the Security Agreement has been taken (including,
without limitation, receipt of duly executed UCC-3 termination statements); 



 67
 









(iv)                              to
the extent requested by the Administrative Agent and available as of the
Restatement Closing Date, Mortgage Modifications covering the Mortgaged
Properties, duly executed by the appropriate Loan Party, together with: 


(A)                              to
the extent requested by the Administrative Agent in its sole discretion,
evidence that counterparts of the Mortgage Modifications have been duly
executed, acknowledged and delivered and are in a form suitable for filing or
recording in all filing or recording offices that the Administrative Agent may
deem necessary or desirable in order to create a valid first (subject to Permitted
Encumbrances) and subsisting Lien on the property described therein in favor of
the Administrative Agent for the benefit of the Secured Parties and that all
filing and recording taxes, if any, and fees have been paid or will be paid
upon recordation or filing of the Mortgage Modifications, 


(B)                                to
the extent required by the Administrative Agent in its sole discretion, fully
paid American Land Title Association Lender’s Extended Coverage title insurance
policies (the “Mortgage
Policies”) or endorsements (including, but not limited to,
“date-down” endorsements), updates or confirmations thereof (in respect of
Mortgage Policies previously delivered under the Existing Credit Agreement) in
form and substance, with endorsements and in amount reasonably acceptable to
the Administrative Agent, issued, coinsured and reinsured by title insurers
reasonably acceptable to the Administrative Agent, insuring the Mortgages to be
valid first and subsisting Liens on the property described therein, free and
clear of all defects and encumbrances, excepting Permitted Encumbrances, and
providing for such other affirmative insurance (including endorsements for
future advances under the Loan Documents and for mechanics’ and materialmen’s
Liens) and such coinsurance and direct access reinsurance as the Administrative
Agent may deem reasonably necessary or desirable, 


(C)                                to
the extent required by the Administrative Agent and in any Loan Party’s
possession, American Land Title Association/American Congress on Surveying and
Mapping form surveys, for which all necessary fees (where applicable) have been
paid, and dated as of a date reasonably satisfactory to the Administrative
Agent, showing all buildings and other improvements, any off-site improvements,
the location of any easements, parking spaces, rights of way, building set-back
lines and other dimensional regulations and the absence of encroachments,
either by such improvements or on to such property, and other defects,  


(D)                               evidence
of the insurance required by the terms of the Mortgages, and 



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(E)                                 such
other consents, agreements and confirmations of third parties relating to the
Mortgaged Properties or amendments, amendments and restatements, supplements,
modifications, updates or confirmations thereof (in respect of the Existing
Mortgages) as the Administrative Agent may deem reasonably necessary or
desirable and evidence that all other actions that the Administrative Agent may
deem reasonably necessary or desirable in order to create valid first (subject
to Permitted Encumbrances) and subsisting Liens on the property described in
the Mortgages have been taken; 


(v)                                 such
certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the
Administrative Agent may require evidencing the identity, authority and
capacity of each Responsible Officer thereof authorized to act as a Responsible
Officer in connection with this Agreement and the other Loan Documents to which
such Loan Party is a party or is to be a party; 


(vi)                              such
documents and certifications as the Administrative Agent may reasonably require
to evidence that each Loan Party (A) is duly organized or formed, including,
without limitation, certified true and correct copies of the charter of each Loan
Party, and each amendment thereto, as in effect on the Restatement Closing
Date, and (B) is validly existing, in good standing and qualified to engage in
business in each jurisdiction where its ownership, lease or operation of
properties or the conduct of its business requires such qualification, except
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; 


(vii)                           a
favorable opinion of Gibson, Dunn & Crutcher LLP, special counsel to the
Loan Parties, addressed to each Agent and each Lender, as to the matters
(including intellectual property matters) set forth in Exhibit J-1; 


(viii)                        to the
extent requested by the Administrative Agent, favorable opinions of local
counsel for the Loan Parties (i) in jurisdictions in which the Mortgaged
Properties are located, including, among other things, opinions with respect to
the enforceability and continuing perfection of the Existing Mortgages as
modified by the Mortgage Modifications covering the Mortgaged Properties and
any related fixture filings, substantially in the form of Exhibit J-2
hereto and otherwise in form and substance reasonably satisfactory to the
Administrative Agent, and (ii) if any Mortgage Modifications are delivered
after the Restatement Closing Date pursuant to Section 6.15 hereof, in
jurisdictions in which the Loan Parties party to such Mortgage Modifications
are organized or formed, with respect to the valid existence, corporate power
and authority of such Loan Parties in the execution and delivery of such
Mortgage Modifications, in form and substance reasonably satisfactory to the
Administrative Agent; 


(ix)                                a
favorable opinion of general counsel to the Borrower, as to the matters set
forth in Exhibit J-3; 



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(x)                                   a
certificate of a Responsible Officer of the Borrower either  (A) attaching copies of all consents, licenses
and approvals required in connection with the execution, delivery and
performance by each Loan Party and the validity against such Loan Party of the
Loan Documents to which it is a party, and such consents, licenses and
approvals shall be in full force and effect, or (B) stating that no such
consents, licenses or approvals are so required; 


(xi)                                a
certificate signed by a Responsible Officer of the Borrower certifying (A) that
the conditions specified in Sections 4.02(a) and (b) have been
satisfied and (B) that there has been no event or circumstance since March 31,
2006 that has had or could be reasonably expected to have, either individually
or in the aggregate, a Material Adverse Effect; 


(xii)                             a
certificate attesting to the Solvency of the Loan Parties, on a consolidated
basis, before and after giving effect to the Transaction, from the Chief
Financial Officer of the Borrower, in substantially the form of Exhibit I
hereto; 


(xiii)                          to the
extent requested by the Administrative Agent and available to the Borrower and
its Subject Subsidiaries, any currently relevant environmental assessment
report, as to any Environmental Liabilities to which any Loan Party or any of
its Subsidiaries may be subject, and the Lenders shall be satisfied that such
Environmental Liabilities were adequately reflected in the Borrower’s financial
reserves shown on the financial statements included in the Information
Memorandum or that, to the extent not so reflected, the Borrower has made
adequate provision for such Environmental Liabilities (including as may have
been disclosed in any filing with the SEC prior to the date of the Offering
Memorandum); 


(xiv)                         evidence
that all insurance required to be maintained pursuant to the Loan Documents has
been obtained and is in effect; and 


(xv)                            such
financial, business and other information regarding the Borrower and its
Subsidiaries and such other assurances, certificates, documents, consents or
opinions as any Agent or any Lender reasonably may require. 


(c)                                  The
Borrower shall have paid, prior to the Restatement Closing Date, (i) all fees
and expenses (including the reasonable fees and expenses of Shearman &
Sterling LLP) required to be paid on the Restatement Closing Date pursuant to
the Fee Letter, and (ii) all other fees and expenses required to be paid
pursuant to Section 10.04(a) for which invoices shall have been presented to
the Borrower prior to the Restatement Closing Date. 


(d)                                 There shall
exist no action, suit, investigation, litigation or proceeding affecting any
Loan Party or any of its Subsidiaries pending or threatened before any
Governmental Authority or arbitrator that (i) could be reasonably likely to
have a Material Adverse Effect, or (ii) purports to affect the legality,
validity or enforceability of any Loan Document or the consummation of the
Transaction. 



 70
 









(e)                                  All
governmental authorizations and all third party consents and approvals
necessary in connection with the Transaction shall have been obtained (without
the imposition of any conditions that are not acceptable to the Lenders) and
shall remain in effect; and no Law shall be applicable in the judgment of the
Lenders, in each case that restrains, prevents or imposes materially adverse
conditions upon the Transaction or the rights of the Loan Parties or their
Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien
on, any properties now owned or hereafter acquired by any of them. 


4.02                           Conditions to all Credit Extensions. The obligation of each Lender to honor
any Request for Credit Extension (other than a Committed Loan Notice requesting
only a conversion of Loans to the other Type, or a continuation of Eurodollar
Rate Loans) is subject to the following conditions precedent: 


(a)                                  The
representations and warranties of the Borrower and each other Loan Party
contained in Article V or any other Loan Document, or which are
contained in any document furnished at any time under or in connection herewith
or therewith, shall be true and correct in all material respects on and as of
the date of such Credit Extension, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct in all material respects as of such earlier
date, and except that for purposes of this Section 4.02, the
representations and warranties contained in Sections 5.05(a) and (b)
shall be deemed to refer to the most recent statements furnished pursuant to Sections
6.01(a) and (b), respectively. 


(b)                                 No Default
shall exist, or would result from such proposed Credit Extension or from the
application of the proceeds therefrom. 


(c)                                  The
Administrative Agent and, if applicable, an L/C Issuer or the Swing Line Lender
shall have received a Request for Credit Extension in accordance with the
requirements hereof. 


Each Request for Credit
Extension (other than a Committed Loan Notice requesting only a conversion of
Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted
by the Borrower shall be deemed to be a representation and warranty that the
conditions specified in Sections 4.02(a) and (b) have been
satisfied or will be satisfied on and as of the date of the applicable Credit
Extension and the Administrative Agent shall have received for the account of
such Lender or such L/C Issuer a certificate signed by a duly authorized
officer of the Borrower, dated the date of such Credit Extension, stating that
such statements are true. 


ARTICLE V

REPRESENTATIONS AND WARRANTIES


The
Borrower represents and warrants to the Agents and the Lenders that: 


5.01                           Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its
Subsidiaries (a) is duly organized or formed, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all 



 71
 









requisite corporate or other organizational power and
authority and all requisite governmental licenses, authorizations, consents and
approvals to (i) own or lease its assets and carry on its business and (ii)
execute, deliver and perform its obligations under the Loan Documents to which
it is a party, (c) is duly qualified and is licensed and in good standing under
the Laws of each jurisdiction where its ownership, lease or operation of
properties or the conduct of its business requires such qualification or
license, and (d) is in compliance with all Laws (such compliance to include,
without limitation, compliance with the Racketeer Influenced and Corrupt
Organizations Chapter of the Organized Crime Control Act of 1970, and with the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Pub.L.107-56 and all other laws
and regulations relating to money laundering and terrorist activities); except
in each case referred to in clause (b)(i), (c) or (d), to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect. 


5.02                           Authorization;
No Contravention. The execution, delivery and performance
by each Loan Party of each Loan Document to which such Person is or is to be a
party, and the consummation of the Transaction, are within such Loan Party’s
corporate or other organizational powers, have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (a)
contravene the terms of any of such Person’s Organization Documents; (b)
conflict with or result in any breach or contravention of, or require any
payment to be made under (i) any Contractual Obligation to which such Person is
a party or affecting such Person or the properties of such Person or any of its
Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which such Person or its property is
subject; (c) violate any Law; or (d) result in the creation of any Lien other
than a Lien expressly permitted under Section 7.01. 


5.03                           Governmental
Authorization; Other Consents. As of the Restatement Date and as
of each date for which Schedule 5.03 has been supplemented in accordance
with Section 6.02(i), no approval, consent, exemption, authorization, or other
action by, or notice to, or filing with, any Governmental Authority or any
other Person is necessary or required in connection with (i) the execution,
delivery or performance by, or enforcement against, any Loan Party of this
Agreement or any other Loan Document or Material Debt Document, or for the
consummation of the Transaction, (ii) the grant by any Loan Party of the Liens
granted by it pursuant to the Collateral Documents, (iii) the perfection or
maintenance of the Liens created under the Collateral Documents (including the
first priority (subject to Specified Statutory Liens) nature thereof) or (iv)
the exercise by any Agent or any Lender of its rights under the Loan Documents
or the remedies in respect of the Collateral pursuant to the Collateral
Documents, except for the authorizations, approvals, actions, notices and
filings listed on Schedule 5.03 hereto, all of which have been duly
obtained, taken, given or made and are in full force and effect except as
otherwise stated in such Schedule 5.03. 


5.04         Binding Effect. This Agreement has
been, and each other Loan Document, when delivered hereunder, will have been,
duly executed and delivered by each Loan Party that is party thereto.  This Agreement constitutes, and each other
Loan Document when so delivered will constitute, a legal, valid and binding
obligation of such Loan Party, enforceable against each Loan Party that is
party thereto in accordance with its terms. 



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5.05                           Financial Statements; No Material Adverse
Effect. 


(a)                                  The Audited
Financial Statements (i) were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein; (ii) fairly present the financial condition of the Borrower and
its Subsidiaries as of the date thereof and their results of operations for the
period covered thereby in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein; and
(iii) show all Material Debt and other material liabilities, direct or
contingent, of the Borrower and its Subsidiaries as of the date thereof,
including liabilities for taxes, material commitments and Indebtedness. 


(b)                                 The unaudited consolidated financial
statements of the Borrower and its Subsidiaries dated December 31, 2006, and
the related consolidated statements of income or operations and cash flows for
the fiscal quarter ended on that date (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein, and (ii) fairly present the financial condition of the
Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby, subject, in the case of clauses (i)
and (ii), to the absence of footnotes and to normal yearend audit
adjustments.  As of the Restatement Date
and as of each date for which such Schedule 5.05 has been supplemented
in accordance with Section 6.02(i), Schedule 5.05 sets forth all
Material Debt and other material liabilities, direct or contingent, of the
Borrower and its consolidated Subsidiaries as of the date of such financial
statements, including liabilities for taxes, material commitments and
Indebtedness and, except for Indebtedness under the Convertible Notes, since
the date of such financial statements through the Restatement Closing Date,
there has been no material change in such indebtedness or liabilities. 


(c)                                  Since the date of the Audited Financial
Statements, there has been no event or circumstance, either individually or in
the aggregate, that has had or could reasonably be expected to have a Material
Adverse Effect.  


5.06                           Litigation.  There are no actions, suits, proceedings,
claims or disputes pending or, to the knowledge of the Borrower after due and
diligent investigation, threatened, at law, in equity, in arbitration or before
any Governmental Authority, by or against the Borrower or any of its
Subsidiaries or against any of their properties or revenues that (a) purport to
affect or pertain to this Agreement, any other Loan Document, or the
consummation of the Transaction or any part thereof, or (b) either individually
or in the aggregate, if determined adversely, could reasonably be expected to
have a Material Adverse Effect. 


5.07                           No Default. Neither
the Borrower nor any Subsidiary is in default under or with respect to, or a
party to, any Contractual Obligation that could, either individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.  No Default has occurred and is continuing or
would result from the consummation of the transactions contemplated by this Agreement
or any other Loan Document. 



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5.08                           Ownership of Property; Liens; Investments. 


(a)                                  The Borrower
and each Subject Subsidiary has good record and marketable title in fee simple
to, or valid leasehold interests in, all real property necessary or used in the
ordinary conduct of its business as it is currently conducted, except for
Permitted Liens and such other defects in title as could not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect. 


(b)                                 The property
of the Borrower and its Subject Subsidiaries is subject to no Liens, other than
Permitted Liens. 


(c)                                  As of the
Restatement Date and as of each date for which such Schedule 5.08(c) has
been supplemented in accordance with Section 6.02(i), set forth on Schedule
5.08(c) hereto is a complete and accurate list, as of the Restatement
Closing Date, of all owned real property with a book value in excess of
$10,000,000 owned by the Borrower and its Subject Subsidiaries, as of the date
hereof showing the street address, county or other relevant jurisdiction,
state, and record owner thereof.  The
Borrower and each Subsidiary has good, marketable and insurable fee simple
title to such real property, free and clear of all Liens other than Permitted
Liens.  


5.09                           Environmental
Matters. 


(a)                                  Borrower and
its Subsidiaries have been and are in compliance with all Environmental Laws,
including obtaining and complying with all required Environmental Permits,
other than non-compliances that could not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect. 


(b)                                 Neither the
Borrower nor any of its Subsidiaries nor any property currently or, to the
knowledge of Borrower or any of its Subsidiaries, previously owned, operated or
leased by or for Borrower or any of its Subsidiaries is subject to any pending
or, to the knowledge of Borrower or any of its Subsidiaries, threatened, claim,
order, agreement, notice of violation, notice of potential liability or is the
subject of any pending or threatened proceeding or governmental investigation
under or pursuant to Environmental Laws other than those that could not,
individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect. 


(c)                                  Except as set forth on Schedule
5.09(c), as of the Restatement Closing Date and as of each date for which
such Schedule has been supplemented in accordance with Section 6.02(i), neither
the Borrower nor any of its Subsidiaries is a treatment, storage or disposal
facility requiring a permit under the Resource Conservation and Recovery Act,
42  U.S.C. § 6901 et seq., the
regulations thereunder or any state analog.  



(d)                                 There are no
facts, circumstances or conditions known to Borrower or any of its subsidiaries
arising out of or relating to the operations or ownership of Borrower or any of
its Subsidiaries or of the property owned, operated or leased by Borrower or
any of its Subsidiaries that are not specifically included in the financial
information furnished to the Lenders that could be reasonably expected to
result in any material Environmental Liabilities, 



 74
 









unless
such liabilities are (i) covered by environmental liability insurance, (ii)
subject to an indemnity from a Governmental Party, or (iii) subject to an
indemnity satisfactory to the Borrower from a Person that is not an Affiliate
of the Borrower that the board of directors of the Borrower have determined in
good faith is appropriately credit worthy in relation to the potential amount
of such liabilities. 


(e)                                  As the date
hereof, no Environmental Lien has attached to any property of Borrower or its
Subsidiaries and, to the knowledge of Borrower or its Subsidiaries, no facts,
circumstance or conditions exist that could, individually or in the aggregate,
reasonably be expected to result in an Environmental Lien that would have a
Material Adverse Effect. 


(f)                                    Neither
Borrower nor any of its Subsidiaries is undertaking, and has not completed,
either individually or together with other potentially responsible parties, as
of the Restatement Closing Date, any investigation or assessment or Remedial
Action relating to any actual or threatened release of Hazardous Materials at
any site, location or operation, either voluntarily or pursuant to the order of
any Governmental Authority or the requirements of any Environmental Law; and all
Hazardous Materials generated, used, treated, handled or stored at, or
transported to or from, any property currently or formerly owned or operated by
Borrower or any of its Subsidiaries have been disposed of in a manner that
could not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect. 


5.10                           Insurance. The
properties of the Borrower and its Subsidiaries are insured with financially
sound and reputable insurance companies, in such amounts (after giving effect to
any self-insurance compatible with the following standards), with such
deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in localities where
the Borrower or the applicable Subsidiary operates. 


5.11                           Taxes. The
Borrower and its Subsidiaries have filed all federal and all material state and
other tax returns and reports required to be filed, and have paid all federal
and all material state and other taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are not yet due or are
being contested in good faith by appropriate proceedings diligently conducted
and for which adequate reserves have been provided in accordance with GAAP.
There is no proposed tax assessment against the Borrower or any Subsidiary that
would, if made, have a Material Adverse Effect. 


5.12                           ERISA Compliance 


(a)                                  Each Plan is
in compliance in all material respects with the applicable provisions of ERISA,
the Code and other applicable Laws.  Each
Plan that is intended to qualify under Section 401(a) of the Code has
received a favorable determination letter from the IRS or an application for
such a letter is currently being processed by the IRS with respect thereto and,
to the knowledge of the Borrower or any ERISA Affiliate after due and diligent
investigation, nothing has occurred which would prevent, or cause the loss of,
such qualification.  Each Loan Party and
each ERISA Affiliate have made all required contributions to each Plan subject
to Section 412 of the Code, and no application for a funding waiver or
an extension of any amortization period pursuant to Section 412 of the
Code has been made with respect to any Plan. 



 75
 









(b)                                 There are no
pending or, to the knowledge of the Borrower or any ERISA Affiliate after due
and diligent investigation, threatened claims, actions or lawsuits, or action
by any Governmental Authority, with respect to any Plan that could be
reasonably be expected to have a Material Adverse Effect. There has been no
prohibited transaction or violation of the fiduciary responsibility rules with
respect to any Plan that has resulted or could reasonably be expected to result
in a Material Adverse Effect. 


(c)                                  (i) No ERISA
Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has
an “accumulated funding deficiency” (as defined in Section 412 of the
Code), whether or not waived, and no application for a waiver of the minimum
funding standard has been filed with respect to any Pension Plan; (iii) neither
any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any material liability under Title IV of ERISA with respect to any
Pension Plan (other than premiums due and not delinquent under Section 4007
of ERISA); (iv) neither any Loan Party nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any material liability (and no event has occurred
which, with the giving of notice under Section 4219 of ERISA, would
result in such liability) under Sections 4201 or 4243 of ERISA with
respect to a Multiemployer Plan; and (v) neither any Loan Party nor any ERISA
Affiliate has engaged in a transaction described in Sections 4069 or 4212(c)
of ERISA. 


(d)                                 (i) With
respect to each scheme or arrangement mandated by a government other than the
United States (a “Foreign
Government Scheme or Arrangements”), any employer and employee
contributions required by law or by the terms of any Foreign Government Scheme
or Arrangement or any Foreign Plan have been made, or, if applicable, accrued,
in accordance with normal accounting practices; and (ii) except for Foreign
Government Schemes or Arrangements, no Loan Party or Subsidiary of any Loan
Party maintains or contributes to any employee benefit plan that is not subject
to the Laws of the United States of America. 


5.13                           Subsidiaries; Equity Interests. 
As of the Restatement Date and as of each date for  which such Schedule 5.13 has been
supplemented in accordance with Section 6.02(i): (i) the Borrower has no
Subsidiaries other than those specifically disclosed in Part (a) of Schedule
5.13, and all of the outstanding Equity Interests in such Subsidiaries
(other than COI Ceramics, Inc.) have been validly issued, are fully paid and
non-assessable and are owned by a Loan Party in the amounts specified on Part
(a) of Schedule 5.13 free and clear of all Liens except those created
under the Collateral Documents and liens permitted under Section 7.01(c);
(ii) the Borrower and its Subject Subsidiaries have no Investments constituting
Equity Interests in any Person other than (x) Subject Subsidiaries and (y)
those specifically disclosed in Part (b) of Schedule 5.13; (iii)
set forth on Part (c) of Schedule 5.13 is a complete and accurate
list of all Loan Parties, showing as of the Restatement Closing Date (as to
each Loan Party) the jurisdiction of its incorporation, the address of its
principal place of business and its U.S. taxpayer identification number or, in
the case of any non-U.S. Loan Party that does not have a U.S. taxpayer
identification number, its unique identification number issued to it by the
jurisdiction of its incorporation; and (iv) the charter of each Loan Party and
each amendment thereto (in the form of the copies provided pursuant to Section
4.01(b)(vi)) is valid and in full force and effect. 



 76
 









5.14                           Margin Regulations; Investment Company
Act 


(a)                                  The Borrower
is not engaged and will not engage, principally or as one of its important
activities, in the business of purchasing or carrying margin stock (within the
meaning of Regulation U issued by the FRB), or extending credit for the purpose
of purchasing or carrying margin stock and no proceeds of any Borrowings or
drawings under any Letter of Credit will be used to purchase or carry any
margin stock or to extend credit to others for the purpose of purchasing or
carrying any margin stock. 


(b)                                 None of the
Borrower, any Person Controlling the Borrower, or any Subsidiary is or is
required to be registered as an “investment company” under the Investment
Company Act of 1940.  Neither the making
of any Loan, nor the issuance of any Letters of Credit, nor the application of
the proceeds or repayment thereof by the Borrower, nor the consummation of the
other transactions contemplated by the Loan Documents, will violate any
provision of any such Act or any rule, regulation or order of the SEC
thereunder. 


5.15                           Disclosure. The
Borrower has disclosed to the Agents and the Lenders all agreements,
instruments and corporate or other restrictions to which it or any of its
Subsidiaries is subject, and all other matters known to it, that, individually
or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect.  No report, financial
statement, certificate or other information furnished (whether in writing or
orally) by or on behalf of any Loan Party to any Agent or any Lender in
connection with the transactions contemplated hereby and the negotiation of
this Agreement or delivered hereunder or any other Loan Document (as modified
or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial
information, the Borrower represents only that such information was prepared in
good faith based upon assumptions believed by the Borrower to be reasonable at
the time. 


5.16                           Compliance
with Laws. Each Loan Party and each Subsidiary is in compliance
in all material respects with the requirements of all Laws and all orders,
writs, injunctions and decrees applicable to it or to its properties, except in
such instances in which (a) such requirement of Law or order, writ, injunction
or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect. 


5.17                           Intellectual
Property; Licenses, Etc. 
Except as would not reasonably be expected to result in a Material
Adverse Effect, the Borrower and its Subsidiaries own, or have secured licenses
for, all of the trademarks, service marks, trade names, copyrights, patents,
patent rights, and other intellectual property rights used in the operation of
their respective business (collectively, “IP Rights”). To the knowledge of each Loan Party
and its Subject Subsidiaries, the use of the IP Rights in connection with such
businesses does not materially infringe or misappropriate the rights of any
other Person.  To the knowledge of the
Borrower and its Subject Subsidiaries, no slogan or other advertising device,
product, process, method, substance, part or other material now employed, or
now contemplated to be employed, by the Borrower or any of its Subject
Subsidiaries materially infringes upon any rights held by any other
Person.  No claim 



 77
 









or litigation regarding
any of the foregoing is pending or, to the knowledge of the Borrower and its
Subsidiaries, threatened in writing, that, in either case, would reasonably be
expected to have a Material Adverse Effect. 


5.18                           Solvency. The Loan Parties are, on a consolidated
basis, Solvent. 


5.19                           Casualty,
Etc. Neither the business nor the properties of any Loan Party
or any of its Subsidiaries are affected by any fire, explosion, accident,
strike, lockout or other labor dispute, drought, storm, hail, earthquake,
embargo, act of God or of the public enemy or other casualty (whether or not
covered by insurance) that could be reasonably likely to have a Material
Adverse Effect. 


5.20                           Perfection,
Etc. Except as otherwise set forth in Section 6.15 or not
required pursuant to Section 6.12, all filings and other actions
necessary or desirable to perfect and protect the security interest in the
Collateral created under the Collateral Documents have been duly made or taken
or will be duly made or taken immediately after the Restatement Closing Date, and
are in full force and effect, and the Collateral Documents create in favor of
the Administrative Agent for the benefit of the Secured Parties a valid and,
together with such filings and other actions, perfected first priority security
interest in the Collateral subject to Specified Statutory Liens, securing the
payment of the Secured Obligations, and all filings and other actions necessary
or desirable to perfect and protect such security interest have been duly taken
or will be duly made or taken immediately after the Restatement Closing
Date.  The Loan Parties are the legal and
beneficial owners of the Collateral free and clear of any Lien, except for the
liens and security interests created or permitted under the Loan Documents. 


5.21                           Designated
Senior Indebtedness. The Indebtedness under the Loan
Documents and all other Obligations constitute (i) “Senior Indebtedness” and
“Designated Senior Indebtedness” under the Senior Subordinated Notes Indenture
and the Convertible Notes Indenture, respectively, and (ii) senior indebtedness
as defined in terms analogous to the foregoing terms under any other Material
Debt Documents with respect to Material Debt that is subordinated in right of
payment to the Obligations. 


5.22                           Loan Parties
Consolidated Assets. The Borrower and the Guarantors
collectively own at least 85% of the consolidated total assets of the Borrower.



ARTICLE VI

AFFIRMATIVE COVENANTS


So long as any Lender shall have any Commitment hereunder, any Loan
or other Obligation hereunder which is accrued and payable shall remain unpaid
or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower
shall, and shall (except in the case of the covenants set forth in Sections
6.01,  6.02, 6.03 and 6.11) cause each Subsidiary to: 



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6.01                           Financial Statements. Deliver to the Administrative Agent and
each Lender (including through electronic and other customary internet-based
means), in form and detail satisfactory to the Administrative Agent and the
Required Lenders: 


(a)                                  as soon as
available, but in any event within 90 days after the end of each fiscal year of
the Borrower (commencing with the fiscal year ended March 31, 2007), an audited
consolidated balance sheet of the Borrower and its Subsidiaries as at the end
of such fiscal year, and the related audited consolidated statements of income
or operations, shareholders’ equity and cash flows for such fiscal year,
setting forth in each case in comparative form the figures for the previous
fiscal year, all in reasonable detail and prepared in accordance with GAAP,
audited and accompanied by a report and opinion of an independent certified
public accountant of nationally recognized standing reasonably acceptable to
the Required Lenders, which report and opinion shall be prepared in accordance
with generally accepted auditing standards and shall not be subject to any
“going concern” or like qualification or exception or any qualification or
exception as to the scope of such audit; and 


(b)                                 as soon as
available, but in any event within 45 days after the end of each of the first
three fiscal quarters of each fiscal year of the Borrower (commencing with the
fiscal quarter ended July 1, 2007), an unaudited consolidated balance sheet of
the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the
related consolidated statements of income or operations, shareholders’ equity
and cash flows for such fiscal quarter and for the portion of the Borrower’s
fiscal year then ended, setting forth in each case in comparative form the
figures for the corresponding fiscal quarter of the previous fiscal year and
the corresponding portion of the previous fiscal year, all in reasonable detail
and certified by a Responsible Officer of the Borrower as fairly presenting the
financial condition, results of operations, shareholders’ equity and cash flows
of the Borrower and its Subsidiaries in accordance with GAAP, subject only to
normal year-end audit adjustments and the absence of footnotes. 


As to any information contained in materials furnished
pursuant to Section 6.02(d), the Borrower shall not be separately
required to furnish such information under Section 6.01(a) or (b), but
the foregoing shall not be in derogation of the obligation of the Borrower to
furnish the information and materials described in Sections 6.01(a) and (b)
at the times specified therein. 


6.02                           Certificates; Other Information. Deliver to the Administrative Agent and
each Lender, in form and detail satisfactory to the Administrative Agent and
the Required Lenders: 


(a)                                  concurrently
with the delivery of the financial statements referred to in Section 6.01(a),
a certificate of its independent certified public accountants certifying such
financial statements and stating (which certificate and the statements
contained therein may be limited in form, scope and substance to the extent
required by accounting rules or guidelines in effect from time to time and to
the extent delivery of any such certificate is permitted pursuant to such rules
or guidelines) that in making the examination necessary therefor no knowledge
was obtained of any Default existed as of 



 79
 









the
date of such statements or, if any such Default shall exist, stating the nature
and status of such event; 


(b)           concurrently
with the delivery of the financial statements referred to in Sections 6.01(a)
and (b), (i) a duly completed Compliance Certificate signed by a Responsible
Officer of the Borrower, and in the event of any change in generally accepted
accounting principles used in the preparation of such financial statements, the
Borrower shall also provide, if necessary for the determination of compliance
with Section 7.10, a statement of reconciliation conforming such financial
statements to GAAP and (ii) a certificate of the chief financial officer of the
Borrower describing in reasonable detail (including amounts) all Acquisitions
consummated in such period pursuant to Section 7.03(f) and all Investments in
Foreign Subsidiaries, Joint Ventures and other minority interests during such
period made pursuant to Section 7.03(g); 


(c)           promptly
after any request by the Administrative Agent or any Lender, copies of any
detailed audit reports, management letters or recommendations submitted to the
board of directors (or the audit committee of the board of directors) of any
Loan Party by independent accountants in connection with the accounts or books
of any Loan Party or any Subsidiary, or any audit of any of them; 


(d)           promptly
after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the stockholders of the
Borrower, and copies of all annual, regular, periodic and special reports and
registration statements which the Borrower may file or be required to file with
the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or
with any Governmental Authority that may be substituted therefor, or with any
national securities exchange, and in any case not otherwise required to be
delivered to the Administrative Agent pursuant hereto; 


(e)           promptly
after the furnishing or receipt thereof, (i) copies of any statement or report
furnished to any holder of debt securities of any Loan Party or of any of its
Subsidiaries pursuant to the terms of any Material Debt Document (relating to
Material Debt incurred under Section 7.02(c) or (d)) and not otherwise required
to be furnished to the Lenders pursuant to any other clause of this Section
6.02, and (ii) copies of all notices, requests, demands, waivers, forbearances
and other documents received by any Loan Party or any of its Subsidiaries under
or pursuant to any Material Debt Document with respect to any event,
development or circumstance that could be adverse in any material respect
(including the occurrence of any default) to (A) the Borrower, any Material
Subsidiaries or the Borrower and its Subsidiaries taken as a whole or (B) the
rights, interests and remedies of the Secured Parties under any of the Loan
Documents; and, from time to time upon request by the Administrative Agent,
such information and reports regarding such Material Debt Document as the
Administrative Agent may reasonably request; 


(f)            as soon
as available and in any event within 30 days after the end of each fiscal year,
a report summarizing the insurance coverage (specifying type, amount and carrier)
in effect for each Loan Party and its Subsidiaries and containing such
additional 



 80
 









information
as the Administrative Agent, or any Lender through the Administrative Agent,
may reasonably specify; 


(g)           promptly
and in any event within five Business Days after receipt thereof by any Loan
Party or any of its Subsidiaries, copies of each notice or other correspondence
received from the SEC (or comparable agency in any applicable non- U.S.
jurisdiction) concerning any formal investigation or other formal inquiry by
such agency regarding financial or other operational results of any Loan Party
or any of its Subsidiaries; 


(h)           promptly
after receiving any written notice of any Environmental Action against any Loan
Party or any of its Subsidiaries or of any Loan Party or any of its
Subsidiaries obtaining knowledge of any noncompliance by any Loan Party or any
of its Subsidiaries with any Environmental Law or Environmental Permit that
could reasonably be expected to (i) have a Material Adverse Effect or (ii) cause
any property described in the Mortgages to be subject to any material
restrictions on occupancy or use or to be subject to any restrictions on
ownership or transferability under any Environmental Law, copies of such
notice; 


(i)            as soon
as available and in any event within 30 days after the end of (A) each fiscal
year, a report supplementing Schedules 5.08(c) and 5.13 hereto, including an
identification of (1) all owned real property of the type described in Section
5.08(c) disposed of for $10,000,000 or more by the Borrower or any of its
Subject Subsidiaries during such fiscal year (including the street address,
county or other relevant jurisdiction, state and sales prices thereof, (2) all
owned real property acquired for $10,000,000 or more of the type described in Section
5.08(c) during such fiscal year (including the street address, county or other
relevant jurisdiction, state, record owner, and purchase price thereof) and (3)
a description of such other changes, if any, in the information included in such
Schedules as may be necessary for such Schedules to be accurate and complete
and (B) each fiscal quarter, amendments to each Schedule referred to in Section
10 of the Security Agreement to add any additional information or change any
information required to ensure the representations and warranties contained
therein are true and correct in all material respects; and 


(j)            promptly,
such additional information regarding the business, financial, legal or
corporate affairs of any Loan Party or any Subsidiary, or compliance with the
terms of the Loan Documents, as the Administrative Agent or any Lender may from
time to time reasonably request. 


Documents required to be
delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the
extent any such documents are included in materials otherwise filed with the
SEC) may be delivered electronically and if so delivered, shall be deemed to
have been delivered on the date (i) on which the Borrower posts such documents,
or provides a link thereto on the Borrower’s website on the Internet at the
website address listed on Schedule 10.02; or (ii) on which such
documents are posted on the Borrower’s behalf on an Internet or intranet
website, if any, to which each Lender and each Agent have access (whether a
commercial, third-party website or whether sponsored by the Administrative
Agent); provided that: (i) the 



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Borrower shall deliver paper copies of such documents
to the Administrative Agent or any Lender that requests the Borrower to deliver
such paper copies until a written request to cease delivering paper copies is
given by the Administrative Agent or such Lender and (ii) the Borrower shall
notify (which may be by facsimile or by customary electronic or internet
postings) the Administrative Agent and each Lender of the posting of any such
documents and provide to the Administrative Agent by electronic mail electronic
versions of such documents). Notwithstanding anything contained herein, in
every instance the Borrower shall be required to provide paper copies of the
Compliance Certificates required by Section 6.02(b) to the
Administrative Agent.  Except for such
Compliance Certificates, the Administrative Agent shall have no obligation to
request the delivery or to maintain copies of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by the
Borrower with any such request for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such
documents. 


The Borrower hereby
acknowledges that (a) the Administrative Agent and/or the Arrangers will,
subject to Section 10.08, make available to the Lenders and the L/C Issuers
materials and/or information provided by or on behalf of the Borrower hereunder
(collectively, the “Borrower
Materials”) by posting the Borrower Materials on IntraLinks or
another similar electronic system (the “Platform”) and (b) certain of the Lenders
(each, a “Public Lender”)
may have personnel who do not wish to receive material non-public information
with respect to the Borrower or its Affiliates, or the respective securities of
any of the foregoing, and who may be engaged in investment and other
market-related activities with respect to such Persons’ securities. The
Borrower hereby agrees that (w) all Borrower Materials that are to be made
available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently
on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the
Borrower shall be deemed to have authorized the Administrative Agent, the
Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as
not containing any material non-public information with respect to the Borrower
or its respective securities for purposes of United States Federal and state
securities laws (provided, however, that to the extent such
Borrower Materials constitute Information, they shall be treated as set forth
in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are
permitted to be made available through a portion of the Platform designated
“Public Investor”; and (z) the Administrative Agent and the Arrangers shall be
entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable
only for posting on a portion of the Platform not designated “Public
Investor”.   


6.03                           Notices. Within three Business Days,
notify the Administrative Agent and each Lender:


(a)                                  upon any Responsible Officer obtaining
actual knowledge of the occurrence of any Default; 


(b)           (i) of any
Environmental Action or termination or cancellation of a Government Contract by
a Governmental Party or subcontract with respect to a Government Contract that
has resulted or could reasonably be expected to result in a Material Adverse
Effect, and (ii) upon any Responsible Officer obtaining actual 



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knowledge of any other matter that has resulted or could
reasonably be expected to result in a Material Adverse Effect; 


(c)                                  upon any
Responsible Officer obtaining actual knowledge of the occurrence of any ERISA
Event; 


(d)                                 of any
material change in accounting policies or financial reporting practices by any
Loan Party or any Subject Subsidiary;  


(e)                                  of the
receipt of any Extraordinary Receipt for which the Borrower is required to make
a mandatory repayment pursuant to Section 2.05(b)(i); and 


(f)                                    of any
announcement by Moody’s or S&P of any change in the Senior Secured Credit
Rating. 


Each notice pursuant to
this Section, other than notices under clauses (d) and (f) above,
shall be accompanied by a statement of a Responsible Officer of the Borrower
setting forth details of the occurrence referred to therein and stating what
action the Borrower has taken and proposes to take with respect thereto.  Each notice pursuant to Section 6.03(a)
shall describe with particularity any and all provisions of this Agreement and
any other Loan Document that have been breached. 


6.04                           Payment of
Obligations. Pay and discharge as the same shall become due and
payable, all its obligations and liabilities, including all tax liabilities,
assessments and governmental charges or levies upon it or its properties or
assets, unless the same are being contested in good faith by appropriate
proceedings diligently conducted and adequate reserves in accordance with GAAP
are being maintained by the Borrower or such Subsidiary and except where the
failure to so pay or discharge could not in the aggregate be reasonably be
expected to have a Material Adverse Effect. 


6.05                           Preservation
of Existence, Etc. (a) Preserve, renew and maintain in
full force and effect its legal existence and good standing under the Laws of
the jurisdiction of its organization except in a transaction permitted by Section
7.04 or 7.05; and (b) take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary or desirable in the
normal conduct of its business, except, in each case, to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect. 


6.06                           Maintenance
of Properties. Subject to Section 7.05, (a) maintain,
preserve and protect all of its material properties and equipment necessary in
the operation of its business in good working order and condition, ordinary
wear and tear excepted; and (b) make all necessary repairs thereto and renewals
and replacements thereof except, where the failure to do so could not
reasonably be expected to have a Material Adverse Effect. 


6.07                           Maintenance
of Insurance. Maintain with financially sound and reputable
insurance companies not Affiliates of the Borrower (other than insurance
provided through ATK Insurance Company which shall be subject to reasonable and
prudent re-insurance in light of the capitalization of ATK Insurance Company),
insurance with respect to its properties and business, 



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subject to the provisions of Section 13 of the
Security Agreement, against loss or damage of the kinds customarily insured
against by Persons engaged in the same or similar business, of such types and
in such amounts (after giving effect to any insurance provided through ATK
Insurance Company which shall be subject to reasonable and prudent re-insurance
in light of the capitalization of ATK Insurance Company compatible with the
following standards) as are customarily carried under similar circumstances by
such other Persons and providing that such insurer will endeavor to give not
less than 30 days’ prior notice to the Administrative Agent of termination,
lapse or cancellation of such insurance. 
The Borrower and ATK Insurance Company shall give not less than 30 days’
prior notice to the Administrative Agent of termination, lapse or cancellation
of such insurance, including all re-insurance. 


6.08                           Compliance
with Laws. Comply in all material respects with the
requirements of all Laws (including, without limitation, Environmental Laws)
and all orders, writs, injunctions and decrees applicable to it or to its
business or property, except in such instances in which (a) such requirement of
Law or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (b) the failure to comply
therewith could not reasonably be expected to have a Material Adverse Effect. 


6.09                           Books and
Records. (a) Maintain proper books of record and account, in which
full, true and correct entries in conformity with GAAP consistently applied
shall be made of all financial transactions and matters involving the assets
and business of the Borrower or such Subsidiary, as the case may be; and (b)
maintain such books of record and account in material conformity with all
applicable requirements of any Governmental Authority having regulatory
jurisdiction over the Borrower or such Subsidiary, as the case may be. 


6.10                           Inspection
Rights. Permit representatives and independent contractors of each
Agent and each Lender at the Lender’s own expense to visit and inspect any of
its properties, to examine its corporate, financial and operating records, and
make copies thereof or abstracts therefrom (subject to applicable governmental
confidentiality and secrecy laws and requirements), and to discuss its affairs,
finances and accounts with its directors, officers, and independent public
accountants at such reasonable times during normal business hours and as often
as may be reasonably desired, upon reasonable advance notice to the Borrower; provided,
however, that when a Specified Default exists any Agent or any Lender
(or any of their respective representatives or independent contractors) may do
any of the foregoing at the expense of the Borrower at any time during normal
business hours and without advance notice. 


6.11                           Use of
Proceeds. Use the proceeds of the Credit Extensions for general
corporate purposes not in contravention of any Law or of any Loan Document,
including, without limitation, (a) for refinancing or replacing Credit
Extensions made by the Existing Lenders, (b) for providing working capital to
the Borrower and its Subsidiaries, including to enable them to perform their
obligations under Government Contracts, (c) for share repurchases and
dividends, and (d) for financing capital expenditures and Acquisitions.   


6.12                           Covenant to Guarantee Obligations and
Give Security. 


(a)                                  Upon (x) the request of the
Administrative Agent following the occurrence and during the continuance of a Specified
Default or (y) the delivery of the report (the “Report”) 



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required to be delivered pursuant to Section 6.02(i)
indicating the formation or acquisition of any new direct or indirect Domestic
Subsidiaries by any Loan Party (and as may be required in order to comply with Section
7.11) or the acquisition of any property by any Loan Party, and such
property, in the judgment of the Administrative Agent, shall not already be
subject to a perfected first priority security interest subject to Specified
Statutory Liens in favor of the Administrative Agent for the benefit of the
Secured Parties, unless expressly excluded from being required to be the
subject of such security interest by the terms of this Agreement or the terms
of the Collateral Documents, then the Borrower shall, in each case at the
Borrower’s expense: 


(i)                                     in
connection with the formation or acquisition of a Domestic Subsidiary, within
10 Business Days after the delivery of the Report, cause each such Domestic
Subsidiary, and cause each direct and indirect parent of such Domestic
Subsidiary (if it has not already done so), to duly execute and deliver to the
Administrative Agent a guaranty or guaranty supplement, in form and substance
reasonably satisfactory to the Administrative Agent, guaranteeing the other
Loan Parties’ obligations under the Loan Documents, 


(ii)                                  within 5
Business Days after such request or after the delivery of the Report, furnish
to the Administrative Agent a description of the owned real properties having a
purchase price (or in the case of a Specified Default, fair market value) of
$10,000,000 or more and, in the case of a Specified Default, other properties
of the Loan Parties and their respective Subsidiaries so acquired or upon which
the Administrative Agent does not have a valid, first priority, perfected Lien,
unless expressly excluded from being required to be the subject of such
security interest by the terms of this Agreement or the terms of the Collateral
Documents, in each case in detail reasonably satisfactory to the Administrative
Agent, 


(iii)                               within 10
Business Days after such request or after the delivery of the Report, duly
execute and deliver, and cause each such Domestic Subsidiary and each direct
and indirect parent of such Domestic Subsidiary (if it has not already done so)
to duly execute and deliver, to the Administrative Agent mortgages, deeds of
trust, trust deeds, deeds to receive debt, pledges, assignments, Security
Agreement Supplements, IP Security Agreement Supplements and other security
agreements, as specified by and in form and substance reasonably satisfactory
to the Administrative Agent (including delivery of all Pledged Equity in and of
such Domestic Subsidiary, and other instruments of the type specified in Section
4.01(b)(iii)), securing payment of all the Obligations of the applicable
Loan Party, such Subsidiary or such parent, as the case may be, under the Loan
Documents and constituting Liens on all such properties, except during the
continuation of a Specified Default, only to the same extent that is required
in the Collateral Documents, 


(iv)                              within 10
Business Days after such request or after the delivery of the Report, take, and
cause such Domestic Subsidiary or such parent to take, whatever action
(including, without limitation, the recording of mortgages, the filing of
Uniform Commercial Code financing statements, the giving of notices and the
endorsement of notices on title documents) may be necessary or advisable in the
opinion of the Administrative Agent to vest in the Administrative Agent (or in
any representative of the 



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Administrative Agent designated by it) valid and subsisting
Liens on the properties purported to be subject to the mortgages, deeds of
trust, trust deeds, deeds to receive debt, pledges, assignments, Security Agreement
Supplements, IP Security Agreement Supplements and security agreements
delivered pursuant to this Section 6.12, enforceable against all third
parties in accordance with their terms, except during the continuation of a
Specified Default, only to the same extent that is required in the Collateral
Documents, 


(v)                                 within 10
Business Days after such request or after the delivery of the Report, deliver
to the Administrative Agent, upon the request of the Administrative Agent in
its reasonable discretion, a signed copy of a favorable opinion, addressed to
the Administrative Agent and the other Secured Parties, of counsel for the Loan
Parties acceptable to the Administrative Agent as to the matters contained in clauses
(i), (iii) and (iv) above, as to such guaranties, guaranty supplements,
mortgages, deeds of trust, trust deeds, deeds to receive debt, pledges,
assignments, Security Agreement Supplements, IP Security Agreement Supplements
and security agreements being legal, valid and binding obligations of each Loan
Party party thereto enforceable in accordance with their terms, as to the
matters contained in clause (iv) above, as to such recordings, filings,
notices, endorsements and other actions being sufficient to create valid
perfected Liens on such properties, and as to such other matters as the
Administrative Agent may reasonably request, 


(vi)                              as promptly
as practicable after such request or after the delivery of the Report, deliver,
upon the request of the Administrative Agent in its reasonable discretion, to
the Administrative Agent with respect to each parcel of real property acquired
for $10,000,000 or more (except that no minimum amount shall apply in the case
of a Specified Default) owned by the entity that is the subject of such
request, formation or acquisition title policies, surveys and environmental
assessment reports, each in scope, form and substance reasonably satisfactory
to the Administrative Agent, provided, however, that to the extent that any Loan Party
or any of its Subsidiaries shall have otherwise received any of the foregoing
items with respect to such real property, such items shall, promptly after the
receipt thereof, be delivered to the Administrative Agent, and 


(vii)                           promptly execute and deliver any and all
further instruments and documents and take all such other actions as required
by the Security Agreement and at any time and from time to time as the
Administrative Agent may deem necessary or desirable in obtaining the full
benefits of, or in perfecting and preserving the Liens of, such guaranties,
mortgages, deeds of trust, trust deeds, deeds to receive debt, pledges,
assignments, Security Agreement Supplements, IP Security Agreement Supplements
and security agreements. 


(b)                                 Any Subsidiary or Excluded Joint Venture
that is not a Guarantor that becomes a guarantor with respect to any Material
Debt of any Loan Party shall immediately comply with Section 6.12(a) as
if it were a newly formed Domestic Subsidiary of a Loan Party. 


6.13                           Further Assurances. Promptly upon request by any Agent, or
any Lender through the Administrative Agent, (i) correct any material defect or
error that may be discovered 



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in any Loan Document or
in the execution, acknowledgment, filing or recordation thereof, and (ii) do,
execute, acknowledge, deliver, record, re-record, file, re-file, register and
re-register any and all such further acts, deeds, certificates, assurances and
other instruments as any Agent, or any Lender through the Administrative Agent,
may reasonably require from time to time in order to (A) carry out more
effectively the purposes of the Loan Documents, (B) to the fullest extent
permitted by applicable law, subject any Loan Party’s or any of its
Subsidiaries’ properties, assets, rights or interests to the Liens now or
hereafter intended to be covered by any of the Collateral Documents, (C)
perfect and maintain the validity, effectiveness and priority of any of the
Collateral Documents and any of the Liens intended to be created thereunder and
(D) assure, convey, grant, assign, transfer, preserve, protect and confirm more
effectively unto the Secured Parties the rights granted or now or hereafter
intended to be granted to the Secured Parties under any Loan Document or under
any other instrument executed in connection with any Loan Document to which any
Loan Party or any of its Subsidiaries is or is to be a party, and cause each of
its Subsidiaries to do so. 


6.14                           Material Contracts. Perform and observe all the terms and
provisions of each Material Contract to be performed or observed by it, maintain
each such Material Contract (including each Government Contract) in full force
and effect, enforce each such Material Contract in accordance with its terms,
except, in any case, where the failure to do so, either individually or in the
aggregate, would not be reasonably likely to have a Material Adverse Effect. 


6.15                           Conditions Subsequent to the Restatement
Closing Date. (a)
Within 60 days after the Restatement Closing Date (which time period may be
extended by an additional 60 days at the sole discretion of the Administrative
Agent), furnish to the Administrative Agent such items required under Section
4.01(b)(iv) and Section 4.01(b)(viii) that were not delivered on or
prior to the Restatement Closing Date in accordance with such sections, in each
case in compliance with the provisions of, and together with the other
requirements set forth in, such sections, (b) within 30 days after the
Restatement Closing Date (which time period may be extended by an additional 30
days at the sole discretion of the Administrative Agent), at the sole
discretion of the Administrative Agent, furnish to the Administrative Agent a
supplement to the Intellectual Property Security Agreement, and (c) comply with
the requirements of Section 15(h) of the Security Agreement, if
applicable. 


6.16                           Assignable Government Contract Claims. The Borrower and each other Loan Party
shall (a) within thirty days following the date thereof, notify the
Administrative Agent upon (i) entering into any individual Government Contract
with Assignable Government Contract Claims in excess of $40,000,000 (with
descriptions of the contract, Government Party and Loan Party), and (ii) the
termination or cancellation of any Government Contract with Government Contract
Claims (remaining as of such time) in excess of $50,000,000 and (b) comply with
each provision in the Security Agreement with respect to Government Contract
Claims, including, without limitation, execution and delivery of Assignments of
Government Contract Claims and Notices of Assignments of Government Contract
Claims. 


6.17                           Preparation of Environmental Reports. At the request of the Administrative
Agent after the Administrative Agent shall have obtained knowledge of any
circumstances that has the reasonable likelihood of Borrower or any of its
Subsidiaries incurring 



 87
 









any Environmental
Liability that could reasonably be expected to result in a Default or a
Material Adverse Effect as a result of any information provided under Section
6.02(h) or (j) or Section 6.03(a) or (b) hereunder or through other
publicly available information filed with the SEC, the Borrower shall provide
to the Lenders within sixty days after such request, at the expense of the
Borrower, an environmental site assessment report for any of its properties
described in such request, prepared by an environmental consulting firm
acceptable to the Administrative Agent, indicating the presence or absence of
Hazardous Materials and the estimated cost of any compliance, removal or
remedial action in connection with any Hazardous Materials on such properties;
without limiting the generality of the foregoing, if the Administrative Agent
determines at any time that a material risk exists that any such report will
not be provided within the time referred to above, the Administrative Agent may
retain an environmental consulting firm to prepare such report at the expense
of the Borrower, and the Borrower hereby grants and agrees to cause any
Subsidiary that owns any property described in such request to grant access at
the time of such request to the Administrative Agent, the Lenders, such firm
and any agents or representatives thereof an irrevocable non-exclusive license,
subject to the rights of tenants, to enter onto their respective properties to
undertake such an assessment subject to government approvals, if such approvals
are required.  The Borrower shall take
all reasonable steps to obtain any such required government approvals. 


ARTICLE VII 

NEGATIVE COVENANTS


So long as any
Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder which is accrued and payable shall remain unpaid or unsatisfied, or
any Letter of Credit shall remain outstanding, the Borrower shall not, nor
shall it permit any Subsidiary to, directly or indirectly: 


7.01                           Liens. Create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned or hereafter
acquired, or sign or file or suffer to exist under the Uniform Commercial Code
of any jurisdiction a financing statement that names the Borrower or any of its
Subsidiaries as debtor, or sign or suffer to exist any security agreement
authorizing any secured party thereunder to file such financing statement, or
assign any accounts or other right to receive income, other than the following:   


(a)                                  Liens created pursuant to any Loan
Document; 


(b)                                 Liens existing on the date hereof and
listed on Schedule 7.01(b) and any renewals or extensions thereof, provided
that (i) the property covered thereby is not changed, (ii) the amount of the
obligations secured thereby is not increased except, in respect of
Indebtedness, if permitted by Section 7.02(e), (iii) no additional Loan
Party shall become a direct or contingent obligor of the obligations secured
thereby and (iv) any renewal or extension of the obligations secured or
benefited thereby is permitted by Section 7.02(e); 


(c)                                  Liens for taxes not yet due or which are
being contested in good faith and by appropriate proceedings diligently
conducted, if adequate reserves with respect thereto are maintained on the
books of the applicable Person in accordance with GAAP; 



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(d)                                 carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s or other like Liens arising in the ordinary course
of business which are not overdue for a period of more than 30 days or which
are being contested in good faith and by appropriate proceedings diligently
conducted, if adequate reserves with respect thereto are maintained on the
books of the applicable Person; 


(e)                                  pledges or deposits in the ordinary
course of business in connection with workers’ compensation, unemployment
insurance and other social security legislation, other than any Lien imposed by
ERISA; 


(f)                                    deposits to secure the performance of
bids, trade contracts and leases (other than Indebtedness), statutory
obligations, surety bonds (other than bonds related to judgments or
litigation), performance bonds and other obligations of a like nature incurred
in the ordinary course of business; 


(g)                                 (i) easements, rights-of-way, zoning and
similar restrictions and other similar encumbrances or title defects which do
not materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of the
applicable Person, and (ii) Permitted Encumbrances; provided  further,
that if a Loan Party or any Subsidiary is permitted to create or suffer any of
the Permitted Liens described in this Section 7.01(g) that have been or
will be recorded against the applicable property after the date hereof, the
Administrative Agent shall subordinate the lien of the mortgage to such
Permitted Lien, promptly after any such written request by a Loan Party or
Subsidiary, as applicable; 


(h)                                 Liens securing judgments for the payment
of money not constituting an Event of Default under Section 8.01(h)
or securing appeal or other surety bonds related to such judgments; 


(i)                                     Liens securing Indebtedness permitted
under Section 7.02(g); provided that (i) such Liens do not at any
time encumber any property other than the property financed by such
Indebtedness, (ii) the principal amount of the Indebtedness secured thereby
does not exceed the cost of the property being acquired, constructed or
improved on the date such Indebtedness is incurred and (iii) with respect to
Capitalized Leases, such Liens do not at any time extend to or cover any
Collateral or assets other than the assets subject to such Capitalized Leases; 


(j)                                     Liens on property of a Person existing at
the time such Person is merged into or consolidated with the Borrower or any
Subsidiary of the Borrower or becomes a Subsidiary of the Borrower or on any
Property acquired, in each case, in connection with any Acquisition permitted
under Section 7.03(f); provided that such Liens were not created
in contemplation of such Acquisition and do not extend to any assets other than
those of the Person merged into or consolidated with the Borrower or such
Subsidiary or acquired by the Borrower or such Subsidiary and the obligations
secured thereby are permitted under Section 7.02(g); 



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(k)                                  (i) Liens created by any Loan Party in
favor of any other Loan Party and (ii) Liens created by any Subsidiary that is
not a Loan Party in favor of the Borrower or any other Subsidiary; 


(l)                                     (i) precautionary Uniform Commercial Code
filings by lessors under operating leases covering solely the property subject
to such leases and (ii) Uniform Commercial Code filings in respect of Liens
permitted under this Section 7.01; 


(m)                               Liens on equipment, inventory and goods,
including supplies, materials and work in process, created in the ordinary
course of business in favor of a Governmental Party by operation of Parts 32
and 45 of the Federal Acquisition Regulation, all implementing contract
provisions at Part 52, and any corresponding provisions in any applicable
agency Federal Acquisition Regulation Supplement in connection with the
performance by the Borrower and its Subsidiaries under a Government Contract
(and not arising out of a default under such Government Contract); 


(n)                                 other Liens securing obligations
outstanding in an aggregate amount not to exceed $50,000,000; and 


(o)                                 Liens on any segregated and identifiable
proceeds of any assets subject to a Lien permitted by the foregoing clauses of
this Section 7.01 to the extent the documents governing such Liens
expressly provide therefor or such Liens arise as a matter of law. 


7.02                           Indebtedness. Create, incur, assume or suffer to
exist any Indebtedness, except: 


(a)                                  Indebtedness under the Loan Documents; 


(b)                                 Indebtedness of the Borrower under the
Senior Subordinated Notes and the Convertible Notes and guarantees thereof by
the Guarantors; 


(c)                                  so long as no Default is continuing or
would result therefrom, Indebtedness of the Borrower that (i) is subordinated
in right of payment to the Obligations on terms and conditions reasonably
satisfactory to the Administrative Agent, (ii) has a scheduled maturity no
earlier than six months after the latest scheduled maturity of any Facility,
(iii) has no scheduled amortization or mandatory prepayment or redemption
(including at the option of the holders thereof) except customary provisions
for offers to purchase upon a change of control or an asset sale, (iv) has
covenants and defaults (A) no more restrictive to the Borrower and its
Subsidiaries than those contained in the Senior Subordinated Indenture, taken
as a whole, (which, if reasonably requested by the Borrower, may be confirmed
by the Administrative Agent, it being understood that the Administrative Agent
may, but shall not be obligated to, seek the consent of the Required Lenders
prior to giving such confirmation), or (B) otherwise acceptable to the Required
Lenders, and (v) which may be guaranteed by the Guarantors on the same
subordination terms as in clause (i) above; provided, that if
such Indebtedness is to be in the form of subordinated Indebtedness convertible
into common Equity Interests of the Borrower, such convertible Indebtedness may
have customary conversion and voluntary 



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or mandatory redemption provisions for convertible
debt securities which may be payable in (x) common Equity Interests of the
Borrower at any time or (y) in cash only if exercisable by the Borrower or the
holders thereof after a date six months after the latest scheduled maturity of
any Facility (it being agreed that conversion and redemption provisions
substantially similar to the conversion and redemption provisions of any
Convertible Notes shall in any event be permitted); 


(d)                                 so long as (i) no Default is continuing
or would result therefrom, and (ii) after giving pro forma effect to the incurrence thereof, the Borrower
would have been in compliance with the Consolidated Leverage Ratio covenant set
forth in Section 7.10(b) for the fiscal quarter most recently ended for
which a Compliance Certificate has been delivered, unsecured Senior Debt of the
Borrower that (A) has a scheduled maturity no earlier than six months after the
latest scheduled maturity of any Facility, (B) has no scheduled amortization or
mandatory prepayment or redemption (including at the option of the holders
thereof) except customary offers to purchase upon a change of control, and, to
the extent then customary, an asset sale, and (C) has covenants and defaults
applicable to the Borrower and its Subsidiaries customarily contained in senior
note indentures (and in any event, without limiting the foregoing, less
restrictive than those contained in this Agreement, it being understood that
the Senior Subordinated Notes Indenture is less restrictive than this
Agreement); provided, that if such Indebtedness is to be in the form of
Indebtedness convertible into common Equity Interests of the Borrower, such
convertible Indebtedness may have customary voluntary or mandatory redemption
provisions for convertible debt securities which may be payable in (x) common
Equity Interests of the Borrower at any time or (y) in cash only if exercisable
by the Borrower or the holders thereof after a date six months after the latest
scheduled maturity of any Facility (it being agreed that conversion and
redemption provisions substantially similar to the conversion and redemption
provisions of any Convertible Notes shall in any event be permitted); 


(e)                                  Indebtedness outstanding on the date
hereof and listed on Schedule 7.02(e) and any refinancings, refundings,
renewals or extensions thereof; provided that the amount of such
Indebtedness is not increased at the time of such refinancing, refunding,
renewal or extension except by an amount equal to a reasonable premium or other
reasonable amount paid, and fees and expenses reasonably incurred, in
connection with such refinancing and by an amount equal to any existing
commitments unutilized thereunder and the direct and contingent obligors
thereof shall not be changed, as a result of or in connection with such
refinancing, refunding, renewal or extension; provided  still  further
that the terms relating to principal amount, amortization, maturity, collateral
(if any) and subordination (if any), and other material terms taken as a whole,
of any such extending, refunding or refinancing Indebtedness, and of any
agreement entered into and of any instrument issued in connection therewith,
are no less favorable in any material respect to the Loan Parties or the
Lenders than the terms of any agreement or instrument governing the
Indebtedness being extended, refunded or refinanced and the interest rate
applicable to any such extending, refunding or refinancing Indebtedness does
not exceed the then applicable market interest rate; 



 91
 









(f)                                    (i) Guarantees of the Borrower or any
Subsidiary in respect of Indebtedness otherwise permitted hereunder of the
Borrower or any Subsidiary, and (ii) intercompany Indebtedness among the
Borrower and its Subsidiaries, in each of clauses (i) and (ii), so long
as such Guarantee or intercompany Indebtedness is an Investment permitted under
Section 7.03; 


(g)                                 Indebtedness in respect of Capitalized
Leases, Synthetic Leases and purchase money obligations for fixed or capital assets
acquired, constructed or improved within the limitations set forth in Section
7.01(i); provided, however, that the aggregate principal
amount of all such Indebtedness at any one time outstanding shall not exceed
$50,000,000; and 


(h)                                 Indebtedness not otherwise permitted by
this Section 7.02 in an aggregate principal amount outstanding at any
time not to exceed $100,000,000. 


7.03                           Investments. Make or hold any Investments, except: 


(a)                                  Investments held by the Borrower or a
Subsidiary in the form of Cash Equivalents; provided, that ATK Insurance
Company may also hold any other reasonable Investments in the ordinary course
of its operations; 


(b)                                 (i) Investments of the Borrower in any
Guarantor, (ii) Investments of any Guarantor in the Borrower or another
Guarantor, and (iii) Investments by Subsidiaries that are not Loan Parties in
any Loan Party; 


(c)                                  Investments consisting of extensions of
credit in the nature of accounts receivable or notes receivable arising from
the grant of trade credit in the ordinary course of business, and Investments
received in satisfaction or partial satisfaction thereof from financially
troubled account debtors to the extent reasonably necessary in order to prevent
or limit loss; 


(d)                                 Investments existing on the date hereof
and set forth on Schedule 7.03(d); 


(e)                                  Investments by the Borrower in Swap
Contracts in the ordinary course of business not prohibited under Section
7.16; and 


(f)                                    Investments consisting of Acquisitions; provided
that, with respect to each Acquisition made pursuant to this Section 7.03(f):



(A)                              if such Acquisition is in respect of (i)
a Person, such Person shall become a wholly-owned Domestic Subsidiary and such
Domestic Subsidiary shall comply with the requirements of Section 6.12,
and (ii) the assets of a Person, a Loan Party shall acquire such assets and
such Loan Party shall comply with the requirements of Section 6.12; 


(B)                                the lines of business of the Person to be
(or the property and assets of which are to be) so purchased or otherwise
acquired shall be in, or substantially related to, the aerospace, defense or
commercial ammunition industries; 



 92
 









(C)                                such Acquisition shall not include or
result in any Environmental Liabilities that could reasonably be expected to be
material to the business, financial condition, operations or prospects of any
Material Subsidiary or of the Borrower and its Subsidiaries, taken as a whole
unless such liabilities are (x) covered by environmental liability insurance,
(y) subject to an indemnity from a Governmental Party or (z) subject to an
indemnity satisfactory to the Borrower from the seller of such Person, property
or assets (or an Affiliate thereof) and the board of directors of the Borrower
have determined in good faith that the seller or such Affiliate thereof is
appropriately creditworthy in relation to the potential amount of such
Environmental Liabilities; 


(D)                               immediately before and immediately after
giving pro forma effect to any
such Acquisition, (i) no Default shall have occurred and be continuing and (ii)
the noncash consideration for such Acquisition may consist solely of Company
Stock; provided that (1) the Borrower shall demonstrate in reasonable
detail that after giving pro forma
effect to the Acquisition (including, without limitation, the incurrence and
assumption of any Indebtedness in connection therewith), the Borrower would be
in compliance by more than 0.25:1.00 with the Consolidated Leverage Ratio
covenant set forth in Section 7.10(b); and (2) for the purposes of this Section
7.03, pro forma compliance
with respect to Section 7.10 shall be computed for the fiscal quarter
most recently ended for which a Compliance Certificate has been delivered;  


(E)                                 the Borrower shall have delivered to the
Administrative Agent, on behalf of the Lenders, at least two Business Days
following the date on which any such purchase or other acquisition is to be
consummated a certificate of a Responsible Officer, in form and substance
reasonably satisfactory to the Administrative Agent, certifying that all of the
requirements set forth in this Section 7.03(f) have been satisfied or
will be satisfied on or prior to the consummation of such purchase or other
acquisition; and 


(g)                                 Investments by the Borrower and its
Subsidiaries not otherwise permitted under this Section 7.03 in an
aggregate amount not to exceed 10% of the consolidated total assets of the
Borrower (determined on a pro forma
basis as of the end of the prior fiscal year); provided that, with
respect to each Investment made pursuant to this Section 7.03(g): 


(A)                              such Investment shall not include and
would not reasonably be expected to result in any Environmental Liabilities
material to the business, financial condition, operations or prospects of any
Material Subsidiary or of the Borrower and its Subsidiaries, taken as a whole
unless such liabilities are (x) covered by environmental liability insurance,
(y) subject to an indemnity from a Governmental Party, or (z) subject to an
indemnity satisfactory to the Borrower from the seller of such Person, property
or assets (or an Affiliate thereof) and the board of directors of the Borrower
have determined in good faith that the seller or such Affiliate thereof is
appropriately creditworthy in relation to the potential amount of such
Environmental Liabilities; 



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(B)                                such Investment shall be in Persons,
property and assets which are part of, or in lines of business which are in, or
substantially related to, the aerospace, defense or commercial ammunition
industries; provided, that the aggregate amount of Investments under
this Section 7.03(g) shall be permitted only if, after giving pro forma effect thereto, the Loan Parties
would be in compliance with Section 7.11; 


(C)                                any determination of the amount of such
Investment shall include all cash consideration and noncash consideration
(including, without limitation, the fair market value of all Equity Interests
issued or transferred to the sellers thereof, all write-downs of property and
assets and reserves for liabilities with respect thereto) paid by or on behalf
of the Borrower and its Subsidiaries in connection with such Investment;  


(D)                               immediately before and immediately after
giving pro forma effect to any
such Investment, no Default shall have occurred and be continuing; provided
that pro forma compliance with
respect to Section 7.10 shall be computed for the fiscal quarter most
recently ended for which a Compliance Certificate has been delivered; and 


(h)                                 Investments by the Borrower in respect
of, including by way of any contributions to, any employee benefit, pension or
retirement plan, including any Pension Plan or Mulitiemployer Plan. 


7.04                           Fundamental Changes. Merge, dissolve, liquidate, consolidate
with or into another Person, or Dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of a Person, except that, so long
as no Default exists or would result therefrom: 


(a)                                  any Domestic Subsidiary may merge with
(i) the Borrower, provided that the Borrower shall be the continuing or
surviving Person, or (ii) any one or more other Subsidiaries, provided
that when any Guarantor is merging with another Subsidiary, a Guarantor shall
be the continuing or surviving Person;  


(b)                                 any Loan Party may Dispose of all or
substantially all of its assets (upon voluntary liquidation or otherwise) to
the Borrower or to another Loan Party; 


(c)                                  any Subsidiary which is not a Loan Party
may dispose of all or substantially all its assets to (i) another Subsidiary
which is not a Loan Party or (ii) to a Loan Party for no consideration, or, in
the case of this clause (ii), pursuant to a Disposition which is in the nature
of a liquidation; and 


(d)                                 in connection with any Acquisition
permitted under Section 7.03(f), any Subsidiary of the Borrower may
merge into or consolidate with any other Person or permit any other Person to
merge into or consolidate with it; provided that the Person surviving
such merger shall be a wholly owned Domestic Subsidiary of the Borrower that
complies or is in compliance with Section 6.12. 



 94















7.05         Dispositions. Make any
Disposition, except: 


(a)           Dispositions of (i) obsolete or worn
out property, whether now owned or hereafter acquired, in the ordinary course
of business or (ii) property which the Borrower in good faith determines is
surplus property and as a result is no longer useful or economic in the conduct
of the business of the Borrower and its Subsidiaries; 


(b)           Dispositions of inventory in the
ordinary course of business; 


(c)           Dispositions of equipment or real
property to the extent that (i) such property is exchanged for credit against
the purchase price of similar replacement property or (ii) the proceeds of such
Disposition are, within 30 days after such Disposition, applied to the purchase
price of such replacement property; 


(d)           Dispositions of property by (x) the
Borrower to any Guarantor and (y) any Subsidiary to the Borrower or to a
wholly-owned Subsidiary; provided that for Dispositions described in clause (y)
above, if the transferor of such property is a Guarantor, the transferee
thereof must either be the Borrower or a Guarantor;  


(e)           (i) Dispositions permitted by Section
7.04 and (ii) the grant of any Lien permitted by Section 7.01; 


(f)            Dispositions of Cash Equivalents; 


(g)           Non-exclusive licenses of IP Rights
(i) in the ordinary course of business, and (ii) in favor of a Governmental
Party in respect of IP Rights developed during the performance of a Government
Contract with such Governmental Party to the extent that such license was (A)
required by the Federal Acquisition Regulation or (B) contemplated by the
Federal Acquisition Regulation and included in such Government Contract if the
Borrower reasonably determines that such license was necessary or advisable in
order to procure such Government Contract; 


(h)           concurrently with the acquisition of
any fixed or capital assets, the sale and leaseback thereof so long as such
lease is an operating lease and such acquisition, sale and leaseback
transaction was entered into in order to obtain favorable governmental pricing
of such assets; and 


(i)            Dispositions by the Borrower and its
Subsidiaries not otherwise permitted under this Section 7.05; provided that (i)
at the time of such Disposition, no Default shall exist or would result from
such Disposition, (ii) the aggregate fair market value of all property Disposed
of in reliance on this clause (i) during the term of this Agreement shall not
exceed 15% of the consolidated total assets of the Borrower in any one fiscal
year and 20% of the consolidated total assets of the Borrower in the aggregate
since the Restatement Closing Date (in each case, determined as of the date of
the most recently delivered financial statements pursuant to Section 6.01) and
(iii) the price for such asset shall be paid to the Borrower or such Subsidiary
for at least 80% cash consideration; 



 95
 









provided, however, that any (x)
Disposition pursuant to Section 7.05(a)(ii), Section 7.05(b)
through Section 7.05(f) (other than Section 7.05(d) and Section
7.05(e)(ii)) shall be for fair market value, (y) any Disposition of Equity
Interests in a Subsidiary pursuant to Section 7.05(i) resulting in a
Joint Venture shall only be permitted to the extent that the fair market value
of the remaining Equity Interests in such Joint Venture is an Investment
permitted under Section 7.03(g), and (z) any Disposition of assets to
another Person pursuant to Section 7.05(i) the consideration for which
are Equity Interests or other interests of another Person resulting in a Joint
Venture, shall only be permitted to the extent the fair market value of such
assets would constitute an Investment permitted under Section 7.03(g); provided,
further, that no assets shall be Disposed of under Section 7.05(i)
in connection with an asset securitization transaction. 


7.06         Restricted
Payments. Declare or make, directly or indirectly, any Restricted Payment,
or incur any obligation (contingent or otherwise) to do so, except that, so
long as no Default shall have occurred and be continuing at the time of any
action described below or would result therefrom: 


(a)           each Subsidiary may make Restricted
Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of
a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any
Subsidiary and to each other owner of capital stock or other Equity Interests
of such Subsidiary on a pro rata basis based on their relative ownership
interests); 


(b)           each Subsidiary of the Borrower may
declare and make dividend payments or other distributions payable solely in the
common stock or other common Equity Interests of such Person; 


(c)           the Borrower and each Subsidiary may
purchase, redeem or otherwise acquire shares of its common stock or other
common Equity Interests with the proceeds received from the substantially
concurrent issue of new shares of its common stock or other common Equity
Interests; 


(d)           the Borrower may make Restricted
Payments so long as (1) the Material Debt Documents then outstanding would
permit such Restricted Payment, and (2) if, after giving effect thereto, either
(A) the pro forma Consolidated
Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount
of such Restricted Payments would be less than the sum of (x) $50,000,000 in
each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the
sale or issuance by the Borrower of any of its Equity Interest since the
Restatement Closing Date not used to make any Restricted Payments under Section
7.06(c) above plus (z) 50% of the Consolidated Net Income since the
Restatement Closing Date; and 


(e)           so long as such Restricted Payment
would be permitted under the Material Debt Documents then outstanding, the
Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part,
at a redemption or purchase price not to exceed 100% of the principal amount of
the Convertible Notes to be redeemed, together with accrued or unpaid interest
thereon with any premium or other additional cash amounts with respect thereto
to be paid pursuant to Section 7.06(d); provided, that after giving pro  



 96
 









forma effect to such redemption or repurchase
and any transactions related thereto, (i) the Borrower shall be in compliance
with the covenants set forth in Section 7.10, and (ii) the Borrower
shall have a minimum of $75,000,000 of any combination of cash on hand and
availability under a revolving credit facility or (B) refinance the Convertible
Notes, in whole or in part, using subordinated Indebtedness having a maturity
date longer than the debt being refinanced and having subordination terms not
materially less favorable to the Lenders than the terms of the debt being
refinanced.   


7.07         Change in Nature of Business.
Engage in any material line of business substantially different from those
lines of business conducted by the Borrower and its Subsidiaries on the date
hereof or any business substantially related or incidental thereto. 


7.08         Transactions with Affiliates.
Enter into any transaction of any kind with any Affiliate of the Borrower,
whether or not in the ordinary course of business, other than on fair and
reasonable terms substantially as favorable to the Borrower or such Subsidiary
as would be obtainable by the Borrower or such Subsidiary at the time in a
comparable arm’s length transaction with a Person other than an Affiliate, provided
that the foregoing restriction shall not apply to (a) transactions between or
among any Loan Parties, (b) Restricted Payments permitted to be made pursuant
to Section 7.06, (c) issuances of securities or other payments pursuant
to, or the funding of, employment arrangements, indemnification agreements,
stock options and stock ownership plans approved by the board of directors of
the Borrower or such Subsidiary, (c) the grant of stock options or similar
rights  to employees and directors of the
Borrower pursuant to plans approved by the board of directors of the Borrower,
(d) loans or advances to employees in the ordinary course of business in
accordance with past practices of the Borrower and its Subsidiaries to the
extent permitted under Section 7.03, but in any event not to exceed $2,000,000
in the aggregate outstanding at any one time, and (e) the payment of reasonable
fees to directors of the Borrower and its Subsidiaries who are not employees of
the Borrower or its Subsidiaries. 


7.09         Burdensome Agreements. Enter
into or permit to exist any Contractual Obligation (other than this Agreement
or any other Loan Document) that (a) limits the ability (i) of any Subsidiary
to make Restricted Payments to the Borrower or any Guarantor or to otherwise
transfer property to or to make Investments in the Borrower or any Guarantor,
except for any agreement in effect (A) on the date hereof, (B) at the time any
Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was
not entered into solely in contemplation of such Person becoming a Subsidiary
of the Borrower, or (C) any other agreement or instrument entered into after
the Restatement Closing Date, provided that the encumbrances or
restrictions in any such other agreement or instrument are no more restrictive
in any material respect than those contained in this Agreement, the Senior
Subordinated Notes Indenture or the Convertible Notes Indenture, (ii) of any
Subsidiary to Guarantee the Indebtedness of the Borrower other than the Senior
Subordinated Notes Indenture as in effect on the date hereof, the Convertible
Notes Indenture as in effect on the date hereof and any Material Debt Document
governing Indebtedness permitted under Section 7.02(c), (d) or (h) so
long as the applicable provisions thereof are no more restrictive in any
material respect than the Senior Subordinated Notes Indenture or this Agreement
as in effect on the date hereof or (iii) of the Borrower or any Subsidiary to
create, incur, assume or suffer to exist Liens on property of such Person other
than the Senior Subordinated Notes Indenture as in effect on the date hereof,
the 



 97
 









Convertible Notes
Indenture as in effect on the date hereof, any Material Debt Document governing
Indebtedness permitted under Section 7.02(c) or (h) so long as the
applicable provisions thereof are no more restrictive in any material respect
than the Senior Subordinated Notes Indenture as in effect on the date hereof,
and any Material Debt Document governing Indebtedness permitted under Section
7.02(d) or (h) so long as such provisions are no more restrictive in any
material respect than customary provisions contained in senior note or senior
discount note indentures as determined in the reasonable discretion of the
Administrative Agent; provided, however, that this clause (iii)
shall not prohibit any negative pledge incurred or provided in favor of any
holder of Indebtedness permitted under Section 7.02(g) solely to the
extent any such negative pledge relates to the property financed by or the
subject of such Indebtedness; or (b) requires the grant of a Lien to secure an
obligation of such Person if a Lien is granted to secure another obligation of
such Person other than customary provisions in the indentures and the Material
Debt Documents referred to in clause (a)(iii) above so long such indentures
and the Material Debt Documents do not require the grant of a Lien to secure an
obligation of such Person if a Lien is granted to secure any obligations of the
Borrower or its Subsidiaries with respect to any of the Loan Documents. 


7.10         Financial Covenants.


(a)           Consolidated Interest Coverage
Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any
fiscal quarter of the Borrower to be less than 3.00:1.00. 


(b)           Consolidated Leverage Ratio.
Permit the Consolidated Leverage Ratio on the last day of any fiscal quarter to
be greater than the ratio set forth below opposite such fiscal quarter. 


	
  Fiscal Quarters Ending

  	
   

  	
  Maximum Consolidated Leverage Ratio

  
	
  

  	
   

  	
   

  
	
  Restatement Closing
  Date through March 31, 2007

  	
   

  	
  4.50:1:00

  
	
  April 1, 2007 through July 1, 2007

  	
   

  	
  4.50:1:00

  
	
  July 2, 2007 through September 30, 2007

  	
   

  	
  4.25:1:00

  
	
  

  	
   

  	
   

  
	
  October 1, 2007 through
  June 29, 2008

  	
   

  	
  4.25:1:00

  
	
  June 30, 2008 and each fiscal quarter thereafter

  	
   

  	
  4.00:1:00

  



 


7.11         Loan Parties Consolidated Assets.
Notwithstanding anything to the contrary, permit the Borrower and the
Guarantors collectively at any time to own less than 85% of the consolidated
total assets of the Borrower determined as of the date of the last financial
statements delivered pursuant to Section 6.01, including, without
limitation, as the result of any Disposition or Investment. 


7.12         Amendments of Organization Documents.
Amend any of its Organization Documents in a manner that adversely affects the
rights of the Agents or the Lenders under the Loan Documents on their ability
to enforce the same. 



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7.13         Accounting Changes. Make any
change in (i) accounting policies or reporting practices, except as required or
permitted by generally accepted accounting principles, or (ii) fiscal year. 


7.14         Prepayments, Etc. of Indebtedness.
(a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the
scheduled maturity thereof in any manner, or make any payment in violation of
any subordination terms of, any subordinated Indebtedness, except the
refinancing of subordinated Indebtedness with other Indebtedness to the extent
permitted under Section 7.02(c), (d) or (h) and except to the extent permitted
under clause (d) or (e) of Section 7.06 or (b) voluntarily
prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled
maturity thereof in any manner any Indebtedness incurred under Section
7.02(d), except so long as no Default is continuing or would result
therefrom. 


7.15         Amendment, Etc. of Related Documents.
Cancel or terminate any Senior Subordinated Notes Document, the Convertible
Notes Document or any Material Debt Documents with respect to subordinated
Material Debt or consent to or amend, modify or change in any manner any term
or condition thereof or give any consent, waiver or approval thereunder, waive
any default under or any breach of any term or condition thereof, agree in any
manner to any other amendment, modification or change of any term or condition
thereof or take any other action in connection therewith that would impair the
value of the interest or rights of any Loan Party thereunder or that would
impair the rights or interests of any Agent or any Lender, other than any
termination thereof in connection with the payment in full of all Obligations
thereunder. 


7.16         Speculative Transactions.
Engage, or permit any of its Subsidiaries to engage, in any transaction
involving Swap Contracts, including commodity options or futures contracts,
which are speculative in nature and not in the ordinary course of business. 


7.17         Material Contracts. Cancel or
terminate, or, to the extent it has the power to do so (including through
compliance with and performance of all terms and obligations of Material
Contracts), permit the cancellation or termination of, Material Contracts
involving aggregate consideration payable to the Borrower and its Subsidiaries
in any fiscal year of more than 25% of the consolidated revenues of the Borrower
and its Subsidiaries for the prior fiscal year. 


7.18         No Other Designated Senior
Indebtedness. Designate any Indebtedness, other than Indebtedness arising
under the Loan Documents, as “Designated Senior Indebtedness” or analogous
provision under the Senior Subordinated Notes Indenture, or the Convertible
Notes Indenture or any analogous term describing senior indebtedness under any
Material Debt Document in respect of subordinated Material Debt. 



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ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES


8.01         Events of Default.  Any of the following shall constitute an Event
of Default:


(a)           Non-Payment. The Borrower or
any other Loan Party fails to (i) pay when and as required to be paid herein,
any amount of principal of any Loan or any L/C Obligation, or (ii) pay within
five Business Days after the same becomes due, any interest on any Loan or on
any L/C Obligation, or any fee due hereunder, or any other amount payable
hereunder or under any other Loan Document; or 


(b)           Specific Covenants. The
Borrower fails to perform or observe any term, covenant or agreement contained
in any of 6.03(a), 6.05, 6.11, or Article VII; or 


(c)           Other Defaults. Any Loan Party
fails to perform or observe any other covenant or agreement (not specified in Section
8.01(a) or (b) above) contained in any Loan Document on its part to be
performed or observed and such failure continues for 30 days after a
Responsible Officer of such Loan Party shall have become aware of such failure;
or 


(d)           Representations and Warranties.
Any representation, warranty, certification or statement of fact made or deemed
made by or on behalf of the Borrower or any other Loan Party herein, in any
other Loan Document, or in any document delivered in connection herewith or
therewith shall be incorrect in any material respect when made or deemed made;
or 


(e)           Cross-Default. Any Loan Party
or any Subsidiary (i) fails to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise) after giving
effect to any applicable grace period in respect of any Indebtedness (including
Swap Contracts) or Guarantee of Indebtedness (other than Indebtedness
hereunder) having an aggregate principal amount (including undrawn committed or
available amounts and including amounts owing to all creditors under any
combined or syndicated credit arrangement) of more than the Threshold Amount,
or (ii) fails to observe or perform any other agreement or condition relating
to any such Indebtedness or Guarantee or contained in any instrument or agreement
evidencing, securing or otherwise relating to such Indebtedness, or any other
event occurs (including any termination event or analogous provision in any
Swap Contract), the effect of which default or other event is to cause, or to
permit the holder or holders of such Indebtedness or the beneficiary or
beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries) to cause, with the giving of notice
if required, such Indebtedness to be demanded or to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
prior to its stated maturity, or such Guarantee to become payable or cash collateral
in respect thereof to be demanded; or 



 100
 









(f)            Insolvency Proceedings, Etc.
Any Loan Party or any of its Subsidiaries institutes or consents to the
institution of any proceeding under any Debtor Relief Law, or makes an
assignment for the benefit of creditors; or applies for or consents to the
appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its
property; or any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or
consent of such Person and the appointment continues undischarged or unstayed
for 60 calendar days; or any proceeding under any Debtor Relief Law relating to
any such Person or to all or any material part of its property is instituted
without the consent of such Person and continues undismissed or unstayed for 60
calendar days, or an order for relief is entered in any such proceeding; or 


(g)           Inability to Pay Debts. Any Loan
Party or any Subsidiary becomes unable or admits in writing its inability or
fails generally to pay its debts as they become due; or  


(h)           Judgments. There is entered
against any Loan Party or any Subsidiary 
a final judgment or order for the payment of money in an aggregate
amount exceeding the Threshold Amount (to the extent not covered by independent
third-party insurance as to which the insurer is rated at least “A” by A.M.
Best Company, has been notified of the potential claim and does not dispute coverage)
and  (A) enforcement proceedings are
commenced by any creditor upon such judgment or order or (B) there is a period
of 30 consecutive days during which a stay of enforcement of such judgment, by
reason of a pending appeal or otherwise, is not in effect; or  


(i)            ERISA. (i) An ERISA Event
occurs with respect to a Pension Plan or Multiemployer Plan which has resulted
or could reasonably be expected to result in liability of the Borrower under
Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an
aggregate amount in excess of the Threshold Amount, or (ii) any Loan Party or
any ERISA Affiliate fails to pay when due, after the expiration of any
applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan in an
aggregate amount in excess of the $25,000,000; or 


(j)            Invalidity of Loan Documents.
Any provision of any Loan Document, at any time after its execution and
delivery and for any reason other than as expressly permitted hereunder or
thereunder or satisfaction in full of all the Obligations, ceases to be in full
force and effect; or any Loan Party contests in any manner the validity or
enforceability of any provision of any Loan Document; or any Loan Party denies
that it has any or further liability or obligation under any Loan Document, or
purports to revoke, terminate or rescind any Loan Document; or 


(k)           Change of Control. There
occurs any Change of Control; or 


(l)            Collateral Document. Any Collateral
Document after delivery thereof pursuant to Section 4.01 or 6.12 shall
for any reason (other than pursuant to the terms thereof or as expressly
permitted thereby) cease to create a valid and perfected first priority lien
(subject to Specified Statutory Liens and, in the case of Mortgaged 



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Properties only, Liens permitted under Section
7.01(g)) on and security interest in the Collateral purported to be covered
thereby or any Loan Party shall so assert such invalidity or lack of perfection
or priority. 


8.02         Remedies upon Event of Default.
If any Event of Default occurs and is continuing, the Administrative Agent
shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions: 


(a)           declare the commitment of each Lender
to make Loans and any obligation of the L/C Issuers to make L/C Credit
Extensions to be terminated, whereupon such commitments and obligation shall be
terminated;  


(b)           declare the unpaid principal amount
of all outstanding Loans, all interest accrued and unpaid thereon, and all
other amounts owing or payable hereunder or under any other Loan Document to be
immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the
Borrower;  


(c)           require that the Borrower Cash
Collateralize the L/C Obligations (in an amount equal to the then Outstanding
Amount thereof); and 


(d)           exercise on behalf of itself, the
other Agents and the Lenders all rights and remedies available to it, the other
Agents and the Lenders under the Loan Documents or applicable Law; 


provided, however, that upon the
occurrence of an Event of Default under Section 8.01(f) or an actual or
deemed entry of an order for relief with respect to the Borrower under the
Bankruptcy Code of the United States, the obligation of each Lender to make
Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall
automatically terminate, the unpaid principal amount of all outstanding Loans
and all interest and other amounts as aforesaid shall automatically become due
and payable, and the obligation of the Borrower to Cash Collateralize the L/C
Obligations as aforesaid shall automatically become effective, in each case
without further act of any Agent or any Lender. 


8.03         Application of
Funds. After the exercise of remedies provided for in Section 8.02
(or after the Loans have automatically become immediately due and payable and
the L/C Obligations have automatically been required to be Cash Collateralized
as set forth in the proviso to Section 8.02), any amounts received on
account of the Obligations shall be applied by the Administrative Agent in the
following order: 


First, to payment of that portion of the
Obligations constituting fees, indemnities, expenses and other amounts
(including Attorney Costs and amounts payable under Article III, but
excluding principal and interest under the Loans) payable to the Agents in
their capacities as such ratably among them in proportion to the amounts
described in this clause First payable to them; 



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Second, to payment of that portion of the
Obligations constituting fees, indemnities and other amounts (other than
principal and interest) payable to the Lenders (including Attorney Costs and
amounts payable under Article III), ratably among them in proportion to
the amounts described in this clause Second payable to them; 


Third, to payment of that portion of the
Obligations constituting accrued and unpaid interest on the Loans, L/C
Borrowings and other Obligations, ratably among the Lenders in proportion to
the respective amounts described in this clause Third payable to them; 


Fourth, to payment of that portion of the
Obligations constituting unpaid principal of the Loans and L/C Borrowings,
ratably among the Lenders in proportion to the respective amounts described in
this clause Fourth held by them; 


Fifth, to the Administrative Agent for the
account of the L/C Issuers, to Cash Collateralize that portion of L/C
Obligations comprised of the aggregate undrawn amount of Letters of
Credit;  


Sixth, to the payment of all other Obligations
of the Loan Parties owing under or in respect of the Loan Documents that are
due and payable to the Agents and the other Secured Parties on such date,
ratably based upon the respective aggregate amounts of all such Obligations
owing to the Agents and the other Secured Parties on such date; and 


Last, the balance, if any, after all of the
Obligations have been indefeasibly paid in full, to the Borrower or as
otherwise required by Law. 


Subject to Section
2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of
Letters of Credit pursuant to clause Fifth above shall be applied to
satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as Cash
Collateral after all Letters of Credit have either been fully drawn or expired,
such remaining amount shall be applied to the other Obligations, if any, in the
order set forth above.  


ARTICLE IX 

ADMINISTRATIVE AGENT AND OTHER AGENTS


9.01         Appointment and Authorization of
Agents. 


(a)           Each Lender hereby irrevocably
appoints, designates and authorizes each Agent to take such action on its
behalf under the provisions of this Agreement and each other Loan Document and
to exercise such powers and perform such duties as are expressly delegated to
it by the terms of this Agreement or any other Loan Document, together with
such powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, no Agent shall have
any duties or responsibilities, except those expressly set forth herein, nor
shall any Agent have or be deemed to have any fiduciary relationship with any
Lender or participant, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any
other Loan Document or otherwise exist against any Agent.  Without limiting the generality 



 103
 









of the
foregoing sentence, the use of the term “agent” herein and in the other Loan
Documents with reference to any Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable Law.  Instead, such term is
used merely as a matter of market custom, and is intended to create or reflect
only an administrative relationship between independent contracting parties. 


(b)           Each L/C Issuer shall act on behalf
of the Lenders with respect to any Letters of Credit issued by it and the
documents associated therewith, and such L/C Issuer shall have all of the
benefits (including indemnities) and immunities (i) provided to the Agents in
this Article IX with respect to any acts taken or omissions suffered by
such L/C Issuer in connection with Letters of Credit issued by it or proposed
to be issued by it and the applications and agreements for letters of credit
pertaining to such Letters of Credit as fully as if the term “Agent” as used in
this Article IX and in the definition of “Agent-Related Person” included
such L/C Issuer with respect to such acts or omissions, and (ii) as
additionally provided herein with respect to such L/C Issuer. 


(c)           The Administrative Agent shall also
act as the “collateral agent”
under the Loan Documents, and each of the Lenders (in its capacities as a
Lender, Swing Line Lender (if applicable), the L/C Issuers (if applicable) and
a potential Hedge Bank) hereby irrevocably appoints and authorizes the
Administrative Agent to act as the agent of such Lender for purposes of
acquiring, holding and enforcing any and all Liens on Collateral granted by any
of the Loan Parties to secure any of the Secured Obligations, together with
such powers and discretion as are reasonably incidental thereto. In this
connection, the Administrative Agent, as “collateral agent” (and any co-agents,
sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant
to Section 9.02 for purposes of holding or enforcing any Lien on the
Collateral (or any portion thereof) granted under the Collateral Documents, or
for exercising any rights and remedies thereunder at the direction of the
Administrative Agent), shall be entitled to the benefits of all provisions of
this Article IX (including, without limitation, Section 9.07, as
though such co-agents, sub-agents and attorneys-in-fact were the “collateral
agent” under the Loan Documents) as if set forth in full herein with respect
thereto. 


9.02         Delegation of Duties. Any Agent
may execute any of its duties under this Agreement or any other Loan Document
(including for purposes of holding or enforcing any Lien on the Collateral (or
any portion thereof) granted under the Collateral Documents or of exercising
any rights and remedies thereunder at the direction of the Administrative
Agent) by or through agents, employees or attorneys-in-fact and shall be
entitled to advice of counsel and other consultants or experts concerning all
matters pertaining to such duties.  No
Agent shall be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects in the absence of gross negligence or willful
misconduct. 


9.03         Liability of Agents. No
Agent-Related Person shall (a) be liable for any action taken or omitted to be
taken by any of them under or in connection with this Agreement or any other
Loan Document or the transactions contemplated hereby (except for its own gross
negligence or willful misconduct in connection with its duties expressly set
forth herein), or (b) be responsible in any manner to any Lender or participant
for any recital, statement, representation or warranty made by any Loan Party
or any officer thereof, contained herein or in any other Loan Document, or in
any certificate, report, statement or other document referred to 



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or provided for in, or
received by any Agent under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or the perfection or
priority of any Lien or security interest created or purported to be created
under the Collateral Documents, or for any failure of any Loan Party or any
other party to any Loan Document to perform its obligations hereunder or
thereunder.  No Agent-Related Person
shall be under any obligation to any Lender or participant to ascertain or to
inquire as to the observance or performance of any of the agreements contained
in, or conditions of, this Agreement or any other Loan Document, or to inspect
the properties, books or records of any Loan Party or any Affiliate thereof. 


9.04         Reliance by Agents. 


(a)           Each Agent shall be entitled to rely,
and shall be fully protected in relying, upon any writing, communication,
signature, resolution, representation, notice, consent, certificate, affidavit,
letter, telegram, facsimile, telex or telephone message, electronic mail
message, statement or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons, and upon advice and statements of legal counsel (including counsel
to any Loan Party), independent accountants and other experts selected by such
Agent.  Each Agent shall be fully
justified in failing or refusing to take any action under any Loan Document
unless it shall first receive such advice or concurrence of the Required
Lenders as it deems appropriate and, if it so requests, it shall first be
indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to take
any such action.  Each Agent shall in all
cases be fully protected in acting, or in refraining from acting, under this
Agreement or any other Loan Document in accordance with a request or consent of
the Required Lenders (or such greater number of Lenders as may be expressly
required hereby in any instance) and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders. 


(b)           For purposes of determining
compliance with the conditions specified in Section 4.01, each Lender
that has signed this Agreement shall be deemed to have consented to, approved
or accepted or to be satisfied with, each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to a
Lender unless the Administrative Agent shall have received notice from such
Lender prior to the proposed Restatement Closing Date specifying its objection
thereto. 


9.05         Notice of Default. No Agent
shall be deemed to have knowledge or notice of the occurrence of any Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the Lenders,
unless such Agent shall have received written notice from a Lender or the
Borrower referring to this Agreement, describing such Default and stating that
such notice is a “notice of default.” 
The Administrative Agent will notify the Lenders of its receipt of any
such notice. The Administrative Agent shall take such action with respect to such
Default as may be directed by the Required Lenders in accordance with Article
VIII; provided, however, that unless and until the
Administrative Agent has received any such direction, the Administrative Agent
may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Default as it shall deem advisable or in the
best interest of the Lenders. 



 105
 









9.06         Credit Decision; Disclosure of
Information by Agents. Each Lender acknowledges that no Agent-Related
Person has made any representation or warranty to it, and that no act by any
Agent hereafter taken, including any consent to and acceptance of any
assignment or review of the affairs of any Loan Party or any Affiliate thereof,
shall be deemed to constitute any representation or warranty by any
Agent-Related Person to any Lender as to any matter, including whether
Agent-Related Persons have disclosed material information in their possession.
Each Lender represents to each Agent that it has, independently and without
reliance upon any Agent-Related Person and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Loan Parties and their respective
Subsidiaries, and all applicable bank or other regulatory Laws relating to the
transactions contemplated hereby, and made its own decision to enter into this
Agreement and to extend credit to the Borrower hereunder.  Each Lender also represents that it will,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to
make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and creditworthiness
of the Borrower and the other Loan Parties. 
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by any Agent herein, such Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Loan Parties or any of
their respective Affiliates which may come into the possession of any Agent-Related
Person. 


9.07         Indemnification of Agents.
Whether or not the transactions contemplated hereby are consummated, the
Lenders shall indemnify upon demand each Agent-Related Person (to the extent
not reimbursed by or on behalf of any Loan Party and without limiting the
obligation of any Loan Party to do so), pro rata, and hold harmless each
Agent-Related Person from and against any and all Indemnified Liabilities
incurred by it; provided, however, that no Lender shall be liable
for the payment to any Agent-Related Person of any portion of such Indemnified
Liabilities to the extent determined in a final, nonappealable judgment by a
court of competent jurisdiction to have resulted from such Agent-Related
Person’s own gross negligence or willful misconduct; provided, however,
that no action taken in accordance with the directions of the Required Lenders
shall be deemed to constitute gross negligence or willful misconduct for
purposes of this Section; provided, further, that to the extent
any L/C Issuer is entitled to indemnification under this Section 9.07
solely in its capacity and role as an L/C Issuer, only the Revolving Credit
Lenders shall be required to indemnify such L/C Issuer in accordance with this Section
9.07. In the case of any investigation, litigation or proceeding giving
rise to any Indemnified Liabilities, this Section 9.07 applies whether
any such investigation, litigation or proceeding is brought by any Lender or
any other Person.  Without limitation of
the foregoing, each Lender shall reimburse each Agent upon demand for its
ratable share of any costs or out-of-pocket expenses (including Attorney Costs)
incurred by such Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document 



 106
 









contemplated by or
referred to herein, to the extent that such Agent is not reimbursed for such
expenses by or on behalf of the Borrower. The undertaking in this Section shall
survive termination of the Aggregate Commitments, the payment of all other
Obligations and the resignation of such Agent. 


9.08         Agents in their Individual
Capacities. Bank of America and its Affiliates may make loans to, issue
letters of credit for the account of, accept deposits from, acquire Equity
Interests in and generally engage in any kind of banking, trust, financial
advisory, underwriting or other business with each of the Loan Parties and
their respective Affiliates as though Bank of America were not the
Administrative Agent hereunder and without notice to or consent of the Lenders
or the L/C Issuers. The Lenders acknowledge that, pursuant to such activities,
Bank of America or its Affiliates may receive information regarding any Loan
Party or its Affiliates (including information that may be subject to
confidentiality obligations in favor of such Loan Party or such Affiliate) and
acknowledge that the Administrative Agent shall be under no obligation to
provide such information to them.  With
respect to its Loans, Bank of America shall have the same rights and powers
under this Agreement as any other Lender and may exercise such rights and
powers as though it were not the Administrative Agent or an L/C Issuer, and the
terms “Lender” and “Lenders” include Bank of America in its individual
capacity.   


9.09         Successor Agents. Any Agent may
resign as Agent upon 30 days’ notice to the Lenders; provided that any
such resignation by Bank of America shall also constitute its resignation as
L/C Issuer and Swing Line Lender.  If any
Agent resigns under this Agreement, the Required Lenders shall appoint from
among the Lenders a successor agent for the Lenders, which successor agent
shall be consented to by the Borrower at all times other than during the
existence of an Event of Default (which consent of the Borrower shall not be
unreasonably withheld or delayed). If no successor agent is appointed prior to
the effective date of the resignation of such Agent, such Agent may appoint,
after consulting with the Lenders and the Borrower, a successor agent from
among the Lenders.  Upon the acceptance
of its appointment as successor agent hereunder, the Person acting as such
successor agent shall succeed to all the rights, powers and duties of the
retiring Agent, L/C Issuer and Swing Line Lender and the respective terms
“Administrative Agent,” “L/C Issuer” and “Swing Line Lender” shall mean such
successor agent, Letter of Credit issuer and swing line lender, and the
retiring Agent’s appointment, powers and duties as Agent shall be terminated
and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties
as such shall be terminated, without any other or further act or deed on the
part of such retiring L/C Issuer or Swing Line Lender or any other Lender,
other than the obligation of the successor L/C Issuer to issue letters of
credit in substitution for the Letters of Credit, if any, outstanding at the
time of such succession or to make other arrangements satisfactory to the
retiring L/C Issuer to effectively assume the obligations of the retiring L/C
Issuer with respect to such Letters of Credit. 
After any retiring Agent’s resignation hereunder as Agent, the provisions
of this Article IX and Sections 10.04 and 10.05 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
an Agent under this Agreement.  If no
successor agent has accepted appointment as Agent by the date which is 30 days
following a retiring Agent’s notice of resignation, the retiring Agent’s
resignation shall nevertheless thereupon become effective and the Lenders shall
perform all of the duties of such Agent hereunder until such time, if any, as
the Required Lenders appoint a successor agent as provided for above. Upon the
acceptance of any appointment as Agent 



 107
 









hereunder by a successor
and upon the execution and filing or recording of such financing statements, or
amendments thereto, and such amendments or supplements to the Mortgages, and
such other instruments or notices, as may be necessary or desirable, or as the
Required Lenders may request, in order to continue the perfection of the Liens
granted or purported to be granted by the Collateral Documents, such successor
Agent shall thereupon succeed to and become vested with all the rights, powers,
discretion, privileges, and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations under the Loan
Documents. After any retiring Agent’s resignation hereunder as an Agent, the
provisions of this Article IX 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 an Agent. 


9.10         Administrative Agent May File Proofs
of Claim. In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to any Loan Party, the Administrative
Agent (irrespective of whether the principal of any Loan or L/C Obligation
shall then be due and payable as herein expressed or by declaration or
otherwise and irrespective of whether the Administrative Agent shall have made
any demand on the Borrower) shall be entitled and empowered, by intervention in
such proceeding or otherwise 


(a)           to file and prove a claim for the
whole amount of the principal and interest owing and unpaid in respect of the
Loans, L/C Obligations and all other Obligations that are owing and unpaid and
to file such other documents as may be necessary or advisable in order to have
the claims of the Lenders and the Agents (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Lenders
and the Agents and their respective agents and counsel and all other amounts
due the Lenders and the Agents under Sections 2.03(i) and (j), 2.09
and 10.04) allowed in such judicial proceeding; and 


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


and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make
such payments to the Administrative Agent and, in the event that the
Administrative Agent shall consent to the making of such payments directly to
the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Agents and
their respective agents and counsel, and any other amounts due the Agents under
Sections 2.09 and 10.04. 


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



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9.11         Collateral and Guaranty Matters.  The Lenders irrevocably authorize the
Administrative Agent, at its option and in its discretion, 


(a)           to release any Lien on any property
granted to or held by the Administrative Agent under any Loan Document (i) upon
termination of the Aggregate Commitments and payment in full of all Obligations
(other than contingent indemnification obligations not yet accrued and payable)
and the expiration or termination of all Letters of Credit, (ii) that is
Disposed of or to be Disposed of as part of or in connection with any
Disposition permitted hereunder or under any other Loan Document, or (iii)
subject to Section 10.01, if approved, authorized or ratified in writing
by the Required Lenders; and 


(b)           to release any Guarantor from its
obligations under the Guaranty if such Person ceases to be a Subsidiary as a
result of a transaction permitted hereunder. 


Upon request by
the Administrative Agent at any time, the Required Lenders will confirm in
writing the Administrative Agent’s authority to release its interest in
particular types or items of property, or to release any Guarantor from its
obligations under the Guaranty pursuant to this Section 9.11. In each
case as specified in this Section 9.11, the Administrative Agent will,
at the Borrower’s expense, execute and deliver to the applicable Loan Party
such documents as such Loan Party may reasonably request to evidence the
release of such item of Collateral from the assignment, security interest and
Lien granted under the Collateral Documents, and, if applicable, return any
possessory collateral or to release such Guarantor from its obligations under
the Guaranty, in each case in accordance with the terms of the Loan Documents
and this Section 9.11. 


9.12         Other Agents; Arrangers and Managers.
None of the Lenders or other Persons identified on the facing page or signature
pages of this Agreement as a “syndication agent,” “co-documentation agent,”
“sole bookrunning manager,” or “joint lead arranger” shall have any right,
power, obligation, liability, responsibility or duty under this Agreement other
than, in the case of such Lenders, those applicable to all Lenders as
such.  Without limiting the foregoing,
none of the Lenders or other Persons so identified shall have or be deemed to
have any fiduciary relationship with any Lender.  Each Lender acknowledges that it has not
relied, and will not rely, on any of the Lenders or other Persons so identified
in deciding to enter into this Agreement or in taking or not taking action
hereunder. 


ARTICLE X 

MISCELLANEOUS


10.01       Amendments, Etc. No amendment or
waiver of any provision of this Agreement or any other Loan Document, and no
consent to any departure by the Borrower or any other Loan Party therefrom,
shall be effective unless in writing signed by the Required Lenders and the
Borrower or the applicable Loan Party, as the case may be, and acknowledged by
the Administrative Agent, and each such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given; provided,
however, that no such amendment, waiver or consent shall: 



 109














(a)           waive any condition set forth in Section
4.01(b), or, in the case of the initial Credit Extension, Section 4.02,
without the written consent of each Lender; 


(b)           extend or increase the Commitment of
any Lender (or reinstate any Commitment terminated pursuant to Section 8.02)
without the written consent of such Lender; 


(c)           postpone any date scheduled for any
payment of principal or interest under Sections 2.07 or 2.08, or any
date fixed by the Administrative Agent for the payment of fees or other amounts
due to the Lenders (or any of them) hereunder or under any other Loan Document
without the written consent of each Lender directly affected thereby; 


(d)           reduce the principal of, or the rate
of interest specified herein on, any Loan or L/C Borrowing, or (subject to
clause (v) of the second proviso to this Section 10.01) any fees or
other amounts payable hereunder or under any other Loan Document without the
written consent of each Lender directly affected thereby; provided, however,
that only the consent of the Required Lenders shall be necessary (i) to amend
the definition of “Default Rate” or to waive any obligation of the Borrower to
pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any
financial covenant hereunder (or any defined term used therein) even if the
effect of such amendment would be to reduce the rate of interest on any Loan or
L/C Borrowing or to reduce any fee payable hereunder; 


(e)           change any provision of this Section
10.01 or the definition of “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any
consent hereunder, without the written consent of each Lender; 


(f)            release all or substantially all of
the Collateral in any transaction or series of related transactions, without
the written consent of each Lender; or 


(g)           release all or substantially all of
the value of the Guaranty, without the written consent of each Lender, except
to the extent the release of any Guarantor is permitted pursuant to Section
9.11 (in which case such release may be made by the Administrative Agent acting
alone);  


and provided
further that no amendment, waiver or consent shall (i) change the order
of application of any reduction in the Commitments or any prepayment of Loans
between the Facilities from the application thereof set forth in the applicable
provisions of Section 2.05(b), 2.06(b) or 8.03, respectively, in any
manner that materially and adversely affects the Lenders under the Revolving
Credit Facility or a Term Facility unless in writing and signed by the Required
Revolving Credit Lenders and the applicable Required Term Lenders, as the case
may be, under the adversely affected Facility or (ii) require the permanent
reduction of the Revolving Credit Facility at any time when all or a portion of
the Term Facilities remains in effect unless in writing and signed by the
applicable Required Term Lenders; and provided  further that (i)
no amendment, waiver or consent shall, unless in writing and signed by the L/C
Issuers in addition to the Lenders required above, affect the rights or duties
of the L/C Issuers under this Agreement 



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or any Letter of
Credit Application relating to any Letter of Credit issued or to be issued by
it; (ii) no amendment, waiver or consent shall, unless in writing and signed by
the Swing Line Lender in addition to the Lenders required above, affect the
rights or duties of the Swing Line Lender under this Agreement; (iii) no
amendment, waiver or consent shall, unless in writing and signed by an Agent in
addition to the Lenders required above, affect the rights or duties of, or any
fees or other amounts payable to, such Agent under this Agreement or any other
Loan Document; and (iv) Section 10.07(h) may not be amended, waived or
otherwise modified without the consent of each Granting Lender all or any part
of whose Loans are being funded by an SPC at the time of such amendment, waiver
or other modification; and (v) the Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the parties
thereto.  Notwithstanding anything to the
contrary herein, no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder, except that the
Commitment of such Lender may not be increased or extended without the consent
of such Lender, and the Borrower may replace any Defaulting Lender with the
consent of the Administrative Agent (such consent not to be unreasonably
withheld) in accordance with Section 10.16. In the event that any
amendment or waiver to this Agreement or any Loan Document or any consent to
departure therefrom has been requested and any Lender does not agree to such
amendment, waiver or consent, the Borrower may replace any such Lender not
agreeing to such amendment, waiver or consent in accordance with Section
10.16. 


10.02       Notices and Other Communications;
Facsimile Copies. 


(a)           General. Unless otherwise
expressly provided herein, all notices and other communications provided for
hereunder or under any other Loan Document shall be in writing (including by
facsimile transmission).  All such
written notices shall be mailed certified or registered mail, faxed or
delivered to the applicable address, facsimile number or (subject to Section
10.02(b)) electronic mail address, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows: 


(i)            if to the Borrower, the
Administrative Agent, any L/C Issuer or the Swing Line Lender, to the address,
facsimile number, electronic mail address or telephone number specified for
such Person on Schedule 10.02 or to such other address, facsimile
number, electronic mail address or telephone number as shall be designated by
such party in a notice to the other parties; and 


(ii)           if to any other Lender, to the
address, facsimile number, electronic mail address or telephone number
specified in its Administrative Questionnaire or to such other address,
facsimile number, electronic mail address or telephone number as shall be
designated by such party in a notice to the Borrower, the Administrative Agent,
the L/C Issuers and the Swing Line Lender. 


Notices sent by hand or
overnight courier service, or mailed by certified or registered mail, shall be
deemed to have been given when received; notices sent by facsimile shall be
deemed to have been given when sent (except that, if not given during normal
business hours for the recipient, shall be deemed to have been given at the
opening of business on the next business day for the 



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recipient). Notices
delivered through electronic communications to the extent provided in
subsection (b) below shall be effective as provided in such subsection (b). 


(b)           Electronic Communications.
Notices and other communications to the Lenders hereunder may be delivered or
furnished by electronic communication (including electronic-mail and internet
or intranet websites) pursuant to procedures approved by the Administrative
Agent, provided that the foregoing shall not apply to notices to any
Lender pursuant to Article II if such Lender has notified the Administrative
Agent that it is incapable of receiving notices under such Article by
electronic communication.  The
Administrative Agent or the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it, provided that approval of such
procedures may be limited to particular notices or communications. 


(c)           Effectiveness of Facsimile
Documents and Signatures. Loan Documents may be transmitted and/or executed
and delivered by facsimile.  The
effectiveness of any such documents and signatures shall, subject to applicable
Law, have the same force and effect as manually-signed originals and shall be
binding on all Loan Parties, the Agents and the Lenders. The Administrative
Agent may also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the
failure to request or deliver the same shall not limit the effectiveness of any
facsimile document or signature. 


(d)           Reliance by Agents and Lenders.
The Agents and the Lenders shall be entitled to rely and act upon any notices
purportedly given by or on behalf of the Borrower even if (i) such notices were
not made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms thereof,
as understood by the recipient, varied from any confirmation thereof.  The Borrower shall indemnify each
Agent-Related Person and each Lender from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice purportedly
given by or on behalf of the Borrower. 
All other communications with any Agent may be recorded by such Agent,
and each of the parties hereto hereby consents to such recording. 


(e)           Updated Notice Information, Etc.
Any party hereto may change its address, telephone number, electronic mail
address or facsimile number for notices and other communications hereunder by
notice to the other parties hereto as provided in this Section 10.02. In
addition, each Public Lender agrees to cause at least one individual at or on
behalf of such Public Lender to at all times have selected the “Private Side
Information” or similar designation on the content declaration screen of the
Platform in order to enable such Public Lender or its delegate, in accordance
with such Public Lender’s compliance procedures and applicable Law, including
United States Federal and state securities Laws, to make reference to Borrower
Materials that are not made available through the “Public Side Information”
portion of the Platform and that may contain material non-public information
with respect to the Borrower or its securities for purposes of United States
Federal or state securities laws. 


10.03       No Waiver; Cumulative Remedies. No
failure by any Lender or any Agent to exercise, and no delay by any such Person
in exercising, any right, remedy, power or privilege hereunder or any other
Loan Document shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude
any other 



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or further exercise
thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges
herein provided, and provided under each other Loan Document, are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law. 


10.04       Attorney Costs, Expenses and Taxes.
The Borrower agrees (a) to pay or reimburse each Agent for all reasonable
out-of-pocket costs and expenses incurred in connection with the development,
preparation, negotiation, syndication and execution of this Agreement and the
other Loan Documents, and any amendment, waiver, consent or other modification
of the provisions hereof and thereof (whether or not the transactions
contemplated hereby or thereby are consummated), and the consummation and
administration of the transactions contemplated hereby and thereby, including
all Attorney Costs, and (b) to pay or reimburse each Agent and each Lender for
all costs and expenses incurred in connection with the enforcement of any
rights or remedies under this Agreement or the other Loan Documents (including
all such costs and expenses incurred during any legal proceeding, including any
proceeding under any Debtor Relief Law), including all Attorney Costs.  The foregoing costs and expenses shall
include all search, filing, recording, title insurance and appraisal charges
and fees and taxes related thereto, and other out-of-pocket expenses incurred
by any Agent and the cost of independent public accountants and other outside experts
retained by any Agent or any Lender.  All
amounts due under this Section 10.04 shall be payable within ten
Business Days after demand therefor.  The
agreements in this Section shall survive the termination of the
Aggregate Commitments and repayment of all other Obligations. If any Loan Party
fails to pay when due any costs, expenses or other amounts payable by it
hereunder or under any Loan Document, including, without limitation, Attorney
Costs and indemnities, such amount may be paid on behalf of such Loan Party by
any Agent or any Lender, in its sole discretion. 


10.05       Indemnification by the Borrower.
Whether or not the Transactions contemplated hereby are consummated, the
Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender
and their respective Affiliates, directors, officers, employees, counsel,
agents and attorneys-in-fact and, with respect to funds, their respective
trustees and advisors (collectively the “Indemnitees”) from and against any and all
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses and disbursements (including Attorney Costs)
of any kind or nature whatsoever which may at any time be imposed on, incurred
by or asserted against any such Indemnitee in any way relating to or arising
out of or in connection with (a) the execution, delivery, enforcement,
performance or administration of any Loan Document or any other agreement,
letter or instrument delivered in connection with the transactions contemplated
thereby or the consummation of the transactions contemplated thereby, (b) any
Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds
therefrom (including any refusal by any L/C Issuer to honor a demand for
payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit),
(c) any actual or alleged presence or release of Hazardous Materials on or from
any property currently or formerly owned or operated by the Borrower, any
Subsidiary or any other Loan Party, or any Environmental Liability related in
any way to the Borrower, any Subsidiary or any other Loan Party, or (d) any
actual or prospective claim, litigation, investigation or proceeding relating
to any of the foregoing, whether based on contract, tort or any other theory
(including any investigation of, preparation 



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for, or defense of any
pending or threatened claim, investigation, litigation or proceeding) and
regardless of whether any Indemnitee is a party thereto (all the foregoing,
collectively, the “Indemnified
Liabilities”), in all cases, whether or not caused by or
arising, in whole or in part, out of the negligence of the Indemnitee; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such liabilities, obligations, losses, damages, penalties, claims,
demands, actions, judgments, suits, costs, expenses or disbursements are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee.  No Indemnitee shall be
liable for any damages arising from the use by others of any information or
other materials obtained through IntraLinks or other similar information
transmission systems in connection with this Agreement, nor shall any
Indemnitee have any liability for any indirect or consequential damages
relating to this Agreement or any other Loan Document or arising out of its
activities in connection herewith or therewith (whether before or after the
Restatement Closing Date).  In the case
of an investigation, litigation or other proceeding to which the indemnity in
this Section 10.05 applies, such indemnity shall be effective whether or
not such investigation, litigation or proceeding is brought by any Loan Party,
its directors, shareholders or creditors or an Indemnitee or any other Person,
whether or not any Indemnitee is otherwise a party thereto and whether or not
any of the transactions contemplated hereunder or under any of the other Loan
Documents is consummated.  All amounts
due under this Section 10.05 shall be payable within ten Business Days
after demand therefor.  The agreements in
this Section shall survive the resignation of any Agent, the replacement
of any Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations. 


10.06       Payments Set Aside. To the extent
that any payment by or on behalf of the Borrower is made to any Agent or any
Lender, or any Agent or any Lender exercises its right of setoff, and such
payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by such Agent or such Lender
in its discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and
effect as if such payment had not been made or such setoff had not occurred,
and (b) each Lender severally agrees to pay to the Administrative Agent upon
demand its applicable share of any amount so recovered from or repaid by any
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time
to time in effect. 


10.07       Successors and Assigns. 


(a)           The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender and no Lender may assign or
otherwise transfer any of its rights or obligations hereunder except (i) to an
Eligible Assignee in accordance with the provisions of Section 10.07(b),
(ii) by way of participation in accordance with the provisions of Section
10.07(d), or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of Section 10.07(f) (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in
this Agreement, expressed or implied, shall be 



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construed to confer upon
any Person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in subsection (d)
of this Section and, to the extent expressly contemplated hereby, the
Indemnitees) any legal or equitable right, remedy or claim under or by reason
of this Agreement. 


(b)           Any Lender may at any time assign to
one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the
Loans (including for purposes of this Section 10.07(b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to
it); provided that (i) except in the case of an assignment of the entire
remaining amount of the assigning Lender’s Commitment and the Loans at the time
owing to it or in the case of an assignment to a Lender or an Affiliate of a
Lender or an Approved Fund with respect to a Lender, the aggregate amount of
the Commitment (which for this purpose includes Loans outstanding thereunder)
or, if the applicable Commitment is not then in effect, the principal
outstanding balance of the Loan of the assigning Lender subject to each such
assignment, determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent or, if
“Trade Date” is specified in the Assignment and Assumption, as of the Trade
Date, shall not be less than $5,000,000, in the case of any assignment in
respect of the Revolving Credit Facility, or $1,000,000, in the case of any
assignment in respect of the Term Facility, unless the Administrative Agent otherwise
consents (such consent not to be unreasonably withheld or delayed); (ii) each
partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement with
respect to the Loans or the Commitment assigned, except that this clause (ii)
shall not (x) apply to rights in respect of Swing Line Loans or (y) prohibit
any Lender from assigning all or a portion of its rights and obligations among
separate Facilities on a non-pro rata basis; (iii) any assignment of a
Revolving Credit Commitment must be approved by the Administrative Agent, the
L/C Issuers, the Swing Line Lender and, so long as no Event of Default has
occurred and is continuing, the Borrower (such consent not to be unreasonably
withheld or delayed) unless the Person that is the proposed assignee is itself
a Revolving Credit Lender (whether or not the proposed assignee would otherwise
qualify as an Eligible Assignee); and (iv) the parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee of $3,500 (except, in the case
of contemporaneous assignments by any Lender to one or more Approved Funds of
such Lender, only a single processing and recording fee shall be payable for
such assignments).  Subject to acceptance
and recording thereof by the Administrative Agent pursuant to Section
10.07(c), from and after the effective date specified in each Assignment
and Assumption, the Eligible Assignee thereunder shall be a party to this
Agreement and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of Sections 3.01, 3.04, 3.05, 10.04 and
10.05 with respect to facts and circumstances occurring prior to the
effective date of such assignment).  Upon
request, the Borrower (at its expense) shall execute and deliver a Note to the
assignee Lender.  Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does
not comply with this subsection 



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shall be
treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section
10.07(d).


(c)           The Administrative Agent, acting
solely for this purpose as an agent of the Borrower, shall maintain at the
Administrative Agent’s Office a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitments of, and principal amounts of the Loans and
L/C Obligations owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”).
The entries in the Register shall be conclusive absent manifest error, and the
Borrower, the Agents and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for
inspection by the Borrower at any reasonable time and from time to time upon
reasonable prior notice.  In addition, at
any time that a request for a consent for a material or other substantive
change to the Loan Documents is pending, any Lender may request and receive
from the Administrative Agent a copy of the Register. 


(d)           Any Lender may at any time, without
the consent of, or notice to, the Borrower or the Administrative Agent, sell
participations to any Person (other than a natural person or the Borrower or
any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such
Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to
it); provided that (i) such Lender’s obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Borrower, the Agents and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement.  Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant,
agree to any amendment, waiver or other modification described in the first
proviso to Section 10.01 that directly affects such Participant.  Subject to Section 10.07(e), the
Borrower agrees that each Participant shall be entitled to the benefits of Sections
3.01, 3.04 and 3.05 to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to Section 10.07(b). To
the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 10.09 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.13 as though it were
a Lender. 


(e)           A Participant shall not be entitled
to receive any greater payment under Section 3.01 or 3.04 than
the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower’s prior written consent.  A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 3.01
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with Section
10.15 as though it were a Lender. 



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(f)            Any Lender may at any time pledge or
assign a security interest in all or any portion of its rights under this
Agreement (including under its Note, if any) to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank; provided that no such pledge or assignment shall release
such Lender from any of its obligations hereunder or substitute any such
pledgee or assignee for such Lender as a party hereto. 


(g)           As used herein, the following terms
have the following meanings: 


“Eligible Assignee”
means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d)
any other Person (other than a natural person) approved by (i) the
Administrative Agent, (ii) in the case of any assignment of a Revolving
Commitment or in the case of an Eligible Assignee that shall become a party
hereto in accordance with Section 2.14(a), the L/C Issuers and the Swing Line
Lender, and (iii) unless an Event of Default has occurred and is continuing,
the Borrower (each such approval not to be unreasonably withheld or delayed); provided
that notwithstanding the foregoing, “Eligible Assignee” shall not include the
Borrower or any of the Borrower’s Affiliates or Subsidiaries. 


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


“Approved Fund” means
any Fund 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. 


(h)           Notwithstanding anything to the
contrary contained herein, any Lender (a “Granting Lender”) may grant to a special
purpose funding vehicle identified as such in writing from time to time by the
Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or
any part of any Loan that such Granting Lender would otherwise be obligated to
make pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects
not to exercise such option or otherwise fails to make all or any part of such
Loan, the Granting Lender shall be obligated to make such Loan pursuant to the
terms hereof or, if it fails to do so, to make such payment to the
Administrative Agent as is required under Section 2.12(c)(ii). Each
party hereto hereby agrees that (i) neither the grant to any SPC nor the
exercise by any SPC of such option shall increase the costs or expenses or
otherwise increase or change the obligations of the Borrower under this
Agreement (including its obligations under Section 3.04), (ii) no SPC
shall be liable for any indemnity or similar payment obligation under this
Agreement for which a Lender would be liable, and (iii) the Granting Lender
shall for all purposes, including the approval of any amendment, waiver or
other modification of any provision of any Loan Document, remain the lender of
record hereunder.  The making of a Loan
by an SPC hereunder shall utilize the Commitment of the Granting Lender to the
same extent, and as if, such Loan were made by such Granting Lender.  In furtherance of the foregoing, each party
hereto hereby agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or 



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other senior debt of any
SPC, it will not institute against, or join any other Person in instituting
against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or
liquidation proceeding under the laws of the United States or any State
thereof.  Notwithstanding anything to the
contrary contained herein, any SPC may (i) with notice to, but without prior
consent of the Borrower and the Administrative Agent and with the payment of a
processing fee of $2,500, assign all or any portion of its right to receive
payment with respect to any Loan to the Granting Lender and (ii) disclose on a
confidential basis any non-public information relating to its funding of Loans
to any rating agency, commercial paper dealer or provider of any surety or
Guarantee or credit or liquidity enhancement to such SPC. 


(i)            Notwithstanding anything to the
contrary contained herein, if at any time Bank of America assigns all of its
Commitments and Loans pursuant to Section 10.07(b), Bank of America may,
(i) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer
and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line
Lender.  In the event of any such
resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled
to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender
hereunder; provided, however, that no failure by the Borrower to
appoint any such successor shall affect the resignation of Bank of America as
L/C Issuer or Swing Line Lender, as the case may be.  If Bank of America resigns as L/C Issuer, it
shall retain all the rights and obligations of the L/C Issuer hereunder with
respect to all Letters of Credit issued by it and outstanding as of the
effective date of its resignation as L/C Issuer and all L/C Obligations with
respect thereto (including the right to require the Lenders to make Base Rate
Loans or fund risk participations in Unreimbursed Amounts pursuant to Section
2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain
all the rights of the Swing Line Lender provided for hereunder with respect to
Swing Line Loans made by it and outstanding as of the effective date of such
resignation, including the right to require the Lenders to make Base Rate Loans
or fund risk participations in outstanding Swing Line Loans pursuant to Section
2.04(c). In addition, notwithstanding anything to the contrary contained
herein, if at any time any other L/C Issuer, in its capacity as Lender, assigns
all of its Commitments and Loans pursuant to Section 10.07(b), such
Lender may, upon 30 days’ notice to the Borrower and the other Lenders, resign
as L/C Issuer.  In the event of any such
resignation as L/C Issuer, the Borrower shall be entitled to appoint from among
the Lenders (subject to such Lender’s acceptance of such appointment) a
successor L/C Issuer hereunder; provided, however, that no
failure by the Borrower to appoint any such successor shall affect the
resignation of such Lender as L/C Issuer. If such Lender resigns as L/C Issuer,
it shall retain all the rights and obligations of an L/C Issuer hereunder with
respect to all Letters of Credit issued by it and outstanding as of the
effective date of its resignation as L/C Issuer and all L/C Obligations with
respect thereto (including the right to require the Lenders to make Base Rate
Loans or fund risk participations in Unreimbursed Amounts pursuant to Section
2.03(c)). 


10.08       Confidentiality. Each of the
Agents and the Lenders agrees to maintain the confidentiality of the
Information, except that Information may be disclosed (a) to its Affiliates and
to its Affiliates’ respective partners, directors, officers, employees, agents,
advisors and representatives (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential); (b) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it; (c) to the extent  required by
applicable Laws or regulations or by any 



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subpoena or similar legal
process; (d) to any other party to this Agreement; (e) in connection with the
exercise of any remedies hereunder or any suit, action or proceeding relating
to this Agreement or the enforcement of rights hereunder; (f) subject to an
agreement containing provisions substantially the same as those of this Section
10.08, to (i) any Eligible Assignee of or Participant in, or any
prospective Eligible Assignee of or Participant in, any of its rights or
obligations under this Agreement or (ii) any direct or indirect contractual
counterparty or prospective counterparty (or such contractual counterparty’s or
prospective counterparty’s professional advisor) to any credit derivative
transaction relating to obligations of the Loan Parties; (g) with the consent
of the Borrower; (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section 10.08 or
(ii) becomes available to any Agents or any Lender on a nonconfidential basis
from a source other than the Borrower; (i) to any state, Federal or foreign
authority or examiner (including the National Association of Insurance
Commissioners or any other similar organization) regulating any Lender; or (j)
to any rating agency when required by it (it being understood that, prior to
any such disclosure, such rating agency shall undertake to preserve the confidentiality
of any Information relating to the Loan Parties received by it from such
Lender).  In addition, the Agents and the
Lenders may disclose the existence of this Agreement and information about this
Agreement to market data collectors, similar service providers to the lending
industry, and service providers to the Agents and the Lenders in connection
with the administration and management of this Agreement, the other Loan
Documents, the Commitments, and the Credit Extensions. Each of the Administrative
Agent and the Lenders acknowledges that (a) the Information may include
material non-public information concerning the Borrower or a Subsidiary, as the
case may be, (b) it has developed compliance procedures regarding the use of
material non-public information and (c) it will handle such material non-public
information in accordance with applicable Law, including United States Federal
and state securities Law.  For the
purposes of this Section, “Information”
means all information received from any Loan Party relating to any Loan Party
or its business, other than any such information that is available to any Agent
or any Lender on a nonconfidential basis prior to disclosure by any Loan Party;
provided that, in the case of information received from a Loan Party
after the date hereof, such information is clearly identified in writing at the
time of delivery as confidential.  Any
Person required to maintain the confidentiality of Information as provided in
this Section 10.08 shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information. 


10.09       Setoff. In addition to any rights
and remedies of the Lenders provided by law, upon the occurrence and during the
continuance of any Event of Default, each Lender and each of their respective
Affiliates is authorized at any time and from time to time, without prior
notice to the Borrower or any other Loan Party, any such notice being waived by
the Borrower (on its own behalf and on behalf of each Loan Party) to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by,
and other Indebtedness at any time owing by, such Lender to or for the credit
or the account of the respective Loan Parties against any and all Obligations
owing to such Lender hereunder or under any other Loan Document, now or
hereafter existing, irrespective of whether or not such Agent or such Lender
shall have made demand under this Agreement or any other Loan Document and
although such Obligations may be contingent or unmatured or 



 119
 








denominated in a currency
different from that of the applicable deposit or Indebtedness.  Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such setoff and application
made by such Lender; provided, however, that the failure to give
such notice shall not affect the validity of such setoff and application.  The rights of the Administrative Agent and
each Lender and their respective Affiliates under this Section are in addition
to other rights and remedies (including, without limitation, other rights of
setoff) that the Administrative Agent, such Lender and their respective
Affiliates may have. 


10.10       Interest Rate Limitation.
Notwithstanding anything to the contrary contained in any Loan Document, the
interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If
any Agent or any Lender shall receive interest in an amount that exceeds the
Maximum Rate, the excess interest shall be applied to the principal of the
Loans or, if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest
contracted for, charged, or received by an Agent or a Lender exceeds the
Maximum Rate, such Person may, to the extent permitted by applicable Law, (a)
characterize any payment that is not principal as an expense, fee, or premium
rather than interest, (b) exclude voluntary prepayments and the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the contemplated term of the
Obligations hereunder. 


10.11       Counterparts. This Agreement and
each other Loan Document may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.  Delivery by
telecopier of an executed counterpart of a signature page to this Agreement and
each other Loan Document shall be effective as delivery of an original executed
counterpart of this Agreement and such other Loan Document. The Agents may also
require that any such documents and signatures delivered by telecopier be
confirmed by a manually-signed original thereof; provided that the
failure to request or deliver the same shall not limit the effectiveness of any
document or signature delivered by telecopier, facsimile or pdf. 


10.12       Integration. This Agreement,
together with the other Loan Documents, comprises the complete and integrated
agreement of the parties on the subject matter hereof and thereof and
supersedes all prior agreements, written or oral, on such subject matter.  In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that the inclusion
of supplemental rights or remedies in favor of the Agents or the Lenders in any
other Loan Document shall not be deemed a conflict with this Agreement.  Each Loan Document was drafted with the joint
participation of the respective parties thereto and shall be construed neither
against nor in favor of any party, but rather in accordance with the fair
meaning thereof. 


10.13       Survival of Representations and
Warranties. All representations and warranties made hereunder and in any
other Loan Document or other document delivered pursuant hereto or thereto or
in connection herewith or therewith shall survive the execution and delivery
hereof and thereof. Such representations and warranties have been or will be
relied upon by each Agent and each Lender, regardless of any investigation made
by any Agent or any Lender or on their behalf and notwithstanding that any
Agent or any Lender may have had notice 



 120
 








or knowledge of any
Default at the time of any Credit Extension, and shall continue in full force
and effect as long as any Loan or any other Obligation hereunder shall remain
unpaid or unsatisfied or any Letter of Credit shall remain outstanding. 


10.14       Severability. If any provision of
this Agreement or the other Loan Documents is held to be illegal, invalid or
unenforceable, (a) the legality, validity and enforceability of the remaining
provisions of this Agreement and the other Loan Documents shall not be affected
or impaired thereby and (b) the parties shall endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to
that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. 


10.15       Tax Forms. (a) (i) Each Lender
that is not a “United States person” within the meaning of Section
7701(a)(30) of the Code (a “Foreign Lender”) shall deliver to the Borrower and to
the Administrative Agent, at least three Business Days prior to receipt of any
payment subject to withholding under the Code (or upon accepting an assignment
of an interest herein), two duly signed completed copies of either IRS Form
W-8BEN or any successor thereto (relating to such Foreign Lender and entitling
it to an exemption from, or reduction of, withholding tax on all payments to be
made to, or for the account of, such Foreign Lender by the Borrower pursuant to
the Loan Documents) or IRS Form W-8ECI or any successor thereto (relating to
all payments to be made to, or for the account of, such Foreign Lender by the
Borrower pursuant to the Loan Documents) or such other evidence satisfactory to
the Borrower and the Administrative Agent that such Foreign Lender is entitled
to an exemption from, or reduction of, U.S. withholding tax, including any
exemption pursuant to Section 881(c) of the Code, and in the case of a
Foreign Lender claiming such an exemption under Section 881(c) of the
Code, a certificate that establishes in writing to the Borrower and to the
Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in
Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder within
the meaning of Section 871(h)(3)(B) of the Code, and (iii) a controlled
foreign corporation related to the Borrower with the meaning of Section
864(d) of the Code. Thereafter and from time to time, each such Foreign
Lender shall (A) promptly submit to the Borrower and to the Administrative
Agent such additional duly completed and signed copies of one of such forms (or
such successor forms as shall be adopted from time to time by the relevant
United States taxing authorities) as may then be available under then current
United States laws and regulations to avoid, or such evidence as is
satisfactory to the Borrower and the Administrative Agent of any available
exemption from or reduction of, United States withholding taxes in respect of
all payments to be made to, or for the account of, such Foreign Lender by the Borrower
pursuant to the Loan Documents, (B) promptly notify the Borrower and the
Administrative Agent of any change in circumstances which would modify or
render invalid any claimed exemption or reduction, and (C) take such steps as
shall not be materially disadvantageous to it, in the reasonable judgment of
such Lender, and as may be reasonably necessary (including the re-designation
of its Lending Office) to avoid any requirement of applicable Laws that the
Borrower make any deduction or withholding for taxes from amounts payable to
such Foreign Lender. 


(ii)           Each Foreign Lender, to the extent it
does not act or ceases to act for its own account with respect to any portion
of any sums paid or payable to such Lender under any 



 121
 








of the Loan Documents
(for example, in the case of a typical participation by such Lender), shall
deliver to the Borrower and the Administrative Agent at least three Business
Days prior to the date when such Foreign Lender ceases to act for its own
account with respect to any portion of any such sums paid or payable, and at
such other times as may be necessary in the determination of the Borrower or
the Administrative Agent (in each case, in the reasonable exercise of its
discretion), (A) two duly signed completed copies of the forms or statements
required to be provided by such Lender as set forth above, to establish the
portion of any such sums paid or payable with respect to which such Lender acts
for its own account that is not subject to U.S. withholding tax, and (B) two
duly signed completed copies of IRS Form W-8IMY (or any successor thereto),
together with any information such Lender is required to transmit with such
form pursuant to the Code and the Treasury Regulations, and any other
certificate or statement of exemption required under the Code or the Treasury
Regulations, to establish that such Lender is not acting for its own account
with respect to a portion of any such sums payable to such Lender. 


(iii)          The Borrower shall not be required to
pay any additional amount to, or for the account of, any Foreign Lender under Section
3.01 (A) with respect to any Taxes required to be deducted or withheld on
the basis of the information, certificates or statements of exemption such
Lender transmits with an IRS Form W-8BEN or W-8IMY (or any successor form
thereto) pursuant to this Section 10.15(a) or (B) if such Lender shall
have failed to satisfy the foregoing provisions of this Section 10.15(a);
provided that if such Lender shall have satisfied the requirement of
this Section 10.15(a) on the date such Lender became a Lender or ceased
to act for its own account with respect to any payment under any of the Loan
Documents, nothing in this Section 10.15(a) shall relieve the Borrower
of its obligation to pay any amounts pursuant to Section 3.01 to the
extent that, as a result of any change in any applicable Law, treaty or
governmental rule, regulation or order, or any change in the interpretation,
administration or application thereof, (A) such Lender is no longer properly
entitled to deliver forms, certificates or other evidence at a subsequent date
establishing the fact that such Lender or other Person for the account of which
such Lender receives any sums payable under any of the Loan Documents is not
subject to withholding or is subject to withholding at a reduced rate, or (B)
the rate at which such Lender or other Person is subject to tax is increased. 


(iv)          The Administrative Agent may withhold
any Taxes required to be deducted and withheld from any payment under any of
the Loan Documents with respect to which the Borrower is not required to pay
additional amounts under this Section 10.15(a). 


(b)           Upon the request of the
Administrative Agent, each Lender that is a “United States person” within the
meaning of Section 7701(a)(30) of the Code shall deliver to the
Administrative Agent two duly signed completed copies of IRS Form W-9.  If such Lender fails to deliver such forms,
then the Administrative Agent may withhold from any interest payment to such Lender
an amount equivalent to the applicable back-up withholding tax imposed by the
Code. 


(c)           If any Governmental Authority asserts
that the Administrative Agent did not properly withhold or backup withhold, as
the case may be, any tax or other amount from payments made to or for the
account of any Lender, such Lender shall indemnify the Administrative Agent
therefor, including all penalties and interest, any taxes imposed by any
jurisdiction on the amounts payable to the Administrative Agent under this Section
10.15, and 



 122
 








costs and expenses (including
Attorney Costs) of the Administrative Agent. 
The obligation of the Lenders under this Section 10.15 shall
survive the termination of the Aggregate Commitments, repayment of all other
Obligations hereunder and the resignation of the Administrative Agent. 


10.16       No Advisory or Fiduciary
Responsibility. In connection with all aspects of each transaction
contemplated hereby (including in connection with any amendment, waiver or
other modification hereof or of any other Loan Document), the Borrower acknowledges
and agrees that: (i)(A) the arranging and other services regarding this
Agreement provided by the Administrative Agent and Arrangers are arm’s-length
commercial transactions between such Borrower and its Affiliates, on the one
hand, and the Administrative and the other Arrangers, on the other hand, (b)
such Borrower has consulted its own legal, accounting, regulatory and tax
advisors to the extent it has deemed appropriate, and (C) such Borrower is
capable of evaluating, and understands and accepts, the terms, risks and
conditions of the transactions contemplated hereby and by the other Loan
Documents; (ii)(A) the Administrative Agent and each other Arranger is and has
been acting solely as a principal with respect to the Borrower or any of its Affiliates
and, except as expressly agreed in writing by the relevant parties, has not
been, is not, and will not be acting as an advisor, agent or fiduciary for such
Borrower or any of its Affiliates, or any other Person and (B) neither the
Administrative Agent, nor any other Arranger has any obligation to such
Borrower or any of its Affiliates with respect to the transactions contemplated
hereby except those obligations expressly set forth herein and in the other
Loan Documents; and (iii) the Administrative Agent and the other Arrangers and
their respective Affiliates may be engaged in a broad range of transactions
that involve interests that differ from those of such Borrower and its
Affiliates, and neither the Administrative Agent, nor any other Lead Arranger,
has any obligation to disclose any of such interests to the Borrower or its
Affiliates.  To the fullest extent
permitted by law, each of the Borrowers hereby waives and releases any claims
that it may have against the Administrative Agent and the other Arrangers with
respect to any breach or alleged breach of agency or fiduciary duty in
connection with any aspect of any transaction contemplated hereby.   


10.17       Replacement of Lenders. Under any
circumstances set forth herein providing that the Borrower shall have the right
to replace a Lender as a party to this Agreement, the Borrower may, upon notice
to such Lender and the Administrative Agent, replace such Lender by causing
such Lender to assign its Loans and Commitments (with the assignment fee to be
paid by the Borrower in such instance) pursuant to Section 10.07(b) to
one or more other Lenders or Eligible Assignees procured by the Borrower.  Upon the making of any such assignment, the
Borrower shall (x) pay in full any amounts payable pursuant to Section 3.05
and (y) provide appropriate assurances and indemnities (which may include
letters of credit) to the L/C Issuers and the Swing Line Lender as each may
reasonably require with respect to any continuing obligation to fund
participation interests in any L/C Obligations or any Swing Line Loans then
outstanding; provided, however, that (i) each such assignment
made as a result of a demand by the Borrower shall be arranged by the Borrower
after consultation with the Administrative Agent and shall be an assignment or
assignments pursuant to Section 10.07(b) of all of the rights and
obligations of the assigning Lender under this Agreement, and (ii) no Lender
shall be obligated to make any such assignment pursuant to Section 10.07(b)
as a result of a demand by the Borrower unless and until such Lender shall have
received one or more payments 



 123
 








from either the Borrower
or one or more Eligible Assignees in an aggregate amount at least equal to the
aggregate outstanding principal amount of the Advances owing to such Lender,
together with accrued interest thereon to the date of payment of such principal
amount and all other amounts payable to such Lender under this Agreement.    


10.18       Governing Law. 


(a)           THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 


(b)           ANY LEGAL ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY
OF THIS AGREEMENT, THE BORROWER, EACH AGENT AND EACH LENDER CONSENTS, FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF
THOSE COURTS.  THE BORROWER, EACH AGENT
AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING
OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN
DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, EACH AGENT AND EACH
LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS,
WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE. 


10.19       Waiver of Right to Trial by Jury.  EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED
OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT
TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION 10.18 WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
JURY. 


10.20       Binding Effect. This Agreement
shall become effective when it shall have been executed by the Borrower and the
Administrative Agent shall have been notified by each Lender, Swing Line Lender
and the L/C Issuers that each such Lender, Swing Line Lender and the L/C
Issuers has executed it and thereafter shall be binding upon and inure to the
benefit of the Borrower, each Agent and each Lender and their respective
successors and assigns, except that 



 124
 








the Borrower shall
not have the right to assign its rights hereunder or any interest herein
without the prior written consent of the Lenders. 


10.21       USA PATRIOT Act Notice.  Each Lender and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrower that
pursuant to the requirements of the USA PATRIOT ACT (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify
and record information that identifies the Borrower, which information includes
the name and address of the Borrower and other information that will allow such
Lender or the Administrative Agent, as applicable, to identify the Borrower in
accordance with the Act. 



 125














IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be  duly executed as of the date first above
written. 


	
  

  	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John L. Shroyer

  	
   

  
	
   

  	
  Name:

  	
  John L. Shroyer

  
	
   

  	
  Title:

  	
  Senior Vice President and Chief Financial

  
	
   

  	
   

  	
  Officer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith D. Ross

  	
   

  
	
   

  	
  Name:

  	
  Keith D. Ross

  
	
   

  	
  Title:

  	
  Senior Vice President, Secretary and 

  
	
   

  	
   

  	
  General Counsel

  
						



 











 


 


	
  

  	
  BANK OF AMERICA, NA., as

  
	
   

  	
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Rittelmeyer

  	
   

  
	
   

  	
  Name:

  	
  Robert Rittelmeyer

  
	
   

  	
  Title:

  	
  Vice President

  
					



 











 


	
  

  	
  BANK OF AMERICA NA., as a Lender, an L/C

  
	
   

  	
  issuer and a Swing Line Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. Colon

  	
   

  
	
   

  	
  Name: 

  	
   

  	
  Michael J. Colon

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Vice-President

  	
   

  
							



 











 


	
  

  	
  BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY,

  
	
   

  	
  as a lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles Stewart

  	
   

  
	
   

  	
  Name:

  	
  Charles Stewart

  
	
   

  	
  Title:

  	
  Vice President

  
					



 











 


	
  

  	
  CALYON NEW YORK BRANCH, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Madnick

  	
   

  
	
   

  	
  Name: Michael Madnick

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Yun Muzichenko

  	
   

  
	
   

  	
  Name:Yun Muzichenko

  
	
   

  	
  Title: Director

  



 











 


	
  

  	
  Commerzbank AG, New York and Grand Cayman

  
	
   

  	
  Branches, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Al Morrow

  	
   

  
	
   

  	
  Name:

  	
  Al Morrow

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Graham Warning

  	
   

  
	
   

  	
  Name: Graham Warning

  
	
   

  	
  Title: Assistant Vice President

  
					



 











 


	
  

  	
  FORTIS CAPITAL CORP., as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Deegan

  	
   

  
	
   

  	
  Name:

  	
   John W. Deegan

  	
   

  
	
   

  	
  Title:

  	
     Senior Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Silverstein

  	
   

  
	
   

  	
  Name:

  	
  Steven
  Silverstein

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
								



 











 


	
  

  	
  GENERAL ELECTRIC CAPITAL

  
	
   

  	
  CORPORATION, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alison Trapp

  	
   

  
	
   

  	
  Name:

  	
  Alison Trapp

  	
   

  
	
   

  	
  Title:

  	
  Duly Authorized Signatory

  	
   

  
								



 











 


	
  

  	
  GOLDMAN SACHS CREDIT PARTNERS LP.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Walton

  	
   

  
	
   

  	
  Name:

  	
  Mark Walton

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  
						



 











 


	
  

  	
  HUA NAN COMMERCIAL BANK, LTD.

  
	
   

  	
  NEW YORK AGENCY as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Te-Chin Wang

  	
   

  
	
   

  	
  Name:

  	
  Te-Chin Wang

  	
   

  
	
   

  	
  Title:

  	
     Assistant
  Vice President

  	
   

  
						



 











 


	
  

  	
  JPMORGAN CHASE BANK, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard C. Smith

  	
   

  
	
   

  	
  Name:

  	
                  Richard
  C. Smith

  	
   

  
	
   

  	
  Title:

  	
                    Executive
  Director

  	
   

  
						



 











 


	
  

  	
  MERRILL LYNCH BANK USA, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louis Alder

  	
   

  
	
   

  	
  Name: Louis Alder

  	
   

  
	
   

  	
  Title: Director

  	
   

  



 











 


	
  

  	
  Mizuho Corporate Bank, Ltd., as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bertram H. Tang

  	
   

  
	
   

  	
  Name:

  	
  Bertram H. Tang

  	
   

  
	
   

  	
  Title:

  	
   Senior Vice President & Team Leader

  	
   

  
						



 











 


	
  

  	
  NATIONAL CITY BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel R. Raynor

  	
   

  
	
   

  	
   

  	
  Daniel R. Raynor

  	
   

  
	
   

  	
   

  	
  Vice President

  	
   

  
					



 











 


	
  

  	
  PEOPLE’S BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
  /s/ George F. Paik

  	
   

  
	
   

  	
  George F. Paik

  	
   

  
	
   

  	
  Vice President

  	
   

  



 











 


	
  

  	
  REGIONS BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jay Ingram

  	
   

  
	
   

  	
  Name:

  	
             Jay
  Ingram

  	
   

  
	
   

  	
  Title:

  	
               Vice
  President

  	
   

  
						



 















 


	
  

  	
  THE ROYAL BANK OF SCOTLAND PLC, as a

  
	
   

  	
  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ L. Peter Yetman

  	
   

  
	
   

  	
  Name: L. Peter Yetman

  	
   

  
	
   

  	
  Title: Senor Vice President

  	
   

  



 











 


	
  

  	
  The Bank of New York, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter C. Parelli

  	
   

  
	
   

  	
  Name:

  	
  Walter C. Parelli

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
					



 











                                


	
  

  	
  THE NORTHERN TRUST COMPANY, as a

  
	
   

  	
  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Courtney L. O’Connor

  	
   

  
	
   

  	
  Name:

  	
  Courtney L. O’Connor

  	
   

  
	
   

  	
  Title:

  	
  2nd Vice President

  	
   

  



 











 


	
  

  	
  UNITED OVERSEAS BANK LIMITED, NEW

  
	
   

  	
  YORK AGENCY, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George Lim

  	
   

  
	
   

  	
  Name: George Lim

  	
   

  
	
   

  	
  Title: SVP and GM

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mario Sheng

  	
   

  
	
   

  	
  Name: Mario Sheng

  	
   

  
	
   

  	
  Title: AVP

  	
   

  



 











 


	
  

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter I. Bystol

  	
   

  
	
   

  	
  Name:

  	
          Peter
  I. Bystol

  	
   

  
	
   

  	
  Title:

  	
            Assistant
  Vice President

  	
   

  
							



 















Schedule I


GUARANTORS


Ammunition
Accessories Inc. 

ATK Commercial Ammunition Company Inc. 

ATK Commercial Ammunition Holdings Company Inc. 

ATK Launch Systems Inc.

ATK Space Systems Inc. 

Federal Cartridge Company 

Micro Craft Inc.


 















EXHIBIT A


FORM OF COMMITTED LOAN NOTICE


Date:
                      ,
           


To:          Bank of America, N.A., as Administrative Agent


Ladies and Gentlemen:


Reference
is made to that certain Amended and Restated Credit Agreement, dated as of
March 29, 2007 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement;” the terms defined therein
being used herein as therein defined), among Alliant Techsystems Inc., a
Delaware corporation (the “Borrower”),
the Lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent, the other Agents and the Arrangers.


The
undersigned hereby requests pursuant to Section 2.02(a) of the Agreement
(select one): 


o A Borrowing of
[Term] [Revolving] Loans


o A conversion
or continuation of [Term] [Revolving] Loans


1.             On                                                                (a
Business Day).


2.             In the aggregate principal amount
of $                              .


3.             Comprised of [Eurodollar Loans]
[Base Rate Loans] [to be borrowed] [to be continued] [to be converted into
[Eurodollar Loans] [Base Rate Loans]].


4.             For Eurodollar Rate Loans to be
borrowed, continued or converted into: with an Interest Period of         months.


Any
request for a Revolving Credit Borrowing herein complies with the proviso to
the first sentence of Section 2.01(a) of the Agreement.


	
   

  
	
   

  	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 











EXHIBIT B


FORM OF SWING LINE LOAN NOTICE


Date:                       ,
          


	
  To:

  	
   

  	
  Bank of America, N.A., as Swing Line Lender and

  
	
   

  	
   

  	
  Administrative Agent

  



 


Ladies
and Gentlemen:


Reference is made to that certain Amended and Restated Credit
Agreement, dated as of March 29, 2007 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Alliant
Techsystems Inc., a Delaware corporation (the “Borrower”), the Lenders from time to
time party thereto, Bank of America, N.A., as Administrative Agent, the other
Agents and the Arrangers.


The undersigned hereby requests a Swing Line Loan pursuant to Section
2.04(b) of the Agreement:


1.             On                                                                                (a
Business Day).


2.             In the principal
amount of $                                 .


The Swing Line Borrowing requested herein complies with the
requirements of the provisos to the first sentence of Section 2.04(a) of
the Agreement.


	
  

  
	
   

  	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 











EXHIBIT C-1


FORM OF TERM NOTE


	
  $                      

  	
  , 2007

  



 


FOR VALUE RECEIVED, the undersigned, Alliant Techsystems Inc., a
Delaware corporation (the “Borrower”),
hereby promises to pay to the order of                                           
or registered assigns (the “Lender”), in accordance with the provisions of the
Agreement (as hereinafter defined), the principal amount of           
DOLLARS AND            CENTS
($         ) or, if less, the unpaid
principal amount of the [Term A Loan] [Incremental Term Loan] made by the
Lender to the Borrower under that certain Amended and Restated Credit
Agreement, dated as of March 29, 2007 (as amended, restated, extended,
supplemented [(including pursuant to the Incremental Term Facility Supplement
dated           ,         )]
or otherwise modified in writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among the Borrower, the
Lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent, the other Agents and the Arrangers.


The Borrower promises to pay interest on the unpaid principal amount of
the [Term A Loan] [Incremental Term Loan] until such principal amount is paid
in full, at such interest rates and at such times as provided in the
Agreement.  All payments of principal and
interest shall be made to the Administrative Agent for the account of the
Lender in Dollars in immediately available funds at the Administrative Agent’s
Office. If any amount is not paid in full when due hereunder, such unpaid
amount shall bear interest, to be paid upon demand, from the due date thereof
until the date of actual payment (and before as well as after judgment)
computed at the per annum rate set forth in the Agreement.


This Term Note is one of the Term Notes referred to in the Agreement,
is entitled to the benefits thereof and may be prepaid in whole or in part
subject to the terms and conditions provided therein.  This Term Note is also entitled to the
benefits of the Guaranty and is secured by the Collateral. Upon the occurrence
and continuation of one or more of the Events of Default specified in the
Agreement, all amounts then remaining unpaid on this Term Note shall become, or
may be declared to be, immediately due and payable all as provided in the
Agreement.  The [Term A Loan]
[Incremental Term Loan] made by the Lender shall be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of
business.  The Lender may also attach
schedules to this Term Note and endorse thereon the date, amount and maturity
of its Loans and payments with respect thereto.


The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Term Note.


Except as provided in the Agreement, this
[Term A Note] [Incremental Term Loan] may not be assigned by the Lender to any
Person.











THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


	
  

  	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 











 


LOANS AND PAYMENTS WITH RESPECT
THERETO 


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Amount of

  	
   

  	
  Outstanding

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  End of

  	
   

  	
  Principal or

  	
   

  	
  Principal

  	
   

  	
   

  
	
   

  	
   

  	
  Type of

  	
   

  	
  Amount of

  	
   

  	
  Interest

  	
   

  	
  Interest Paid

  	
   

  	
  Balance This

  	
   

  	
  Notation

  
	
  Date

  	
   

  	
  Loan Made

  	
   

  	
  Loan Made

  	
   

  	
  Period

  	
   

  	
  This Date

  	
   

  	
  Date

  	
   

  	
  Made By

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 











EXHIBIT C-2


FORM OF REVOLVING CREDIT NOTE


	
  $

  	
  , 2007

  



 


FOR VALUE RECEIVED, the undersigned, Alliant Techsystems Inc., a
Delaware corporation (the “Borrower”),
hereby promises to pay to the order of                                           
or registered assigns (the “Lender”), in accordance with the provisions of the
Agreement (as hereinafter defined), the principal amount of       
DOLLARS AND          CENTS ($          )
or, if less, the aggregate unpaid principal amount of all Revolving Credit
Loans made by the Lender to the Borrower under that certain Amended and
Restated Credit Agreement, dated as of March 29, 2007 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among the Borrower, the
Lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent, the other Agents and the Arrangers.


The Borrower promises to pay interest on the unpaid principal amount of
all Revolving Credit Loans until such principal amount is paid in full, at such
interest rates and at such times as provided in the Agreement.  Except as otherwise provided in Section
2.04(f) of the Agreement with respect to Swing Line Loans, all payments of
principal and interest shall be made to the Administrative Agent for the
account of the Lender in Dollars in immediately available funds at the Administrative
Agent’s Office.  If any amount is not
paid in full when due hereunder, such unpaid amount shall bear interest, to be
paid upon demand, from the due date thereof until the date of actual payment
(and before as well as after judgment) computed at the per annum rate set forth
in the Agreement.


This Revolving Credit Note is one of the Revolving Credit Notes
referred to in the Agreement, is entitled to the benefits thereof and may be
prepaid in whole or in part subject to the terms and conditions provided
therein.  This Revolving Credit Note is
also entitled to the benefits of the Guaranty and is secured by the
Collateral.  Upon the occurrence and
continuation of one or more of the Events of Default specified in the
Agreement, all amounts then remaining unpaid on this Revolving Credit Note
shall become, or may be declared to be, immediately due and payable all as
provided in the Agreement.  Revolving
Credit Loans made by the Lender shall be evidenced by one or more loan accounts
or records maintained by the Lender in the ordinary course of business. The
Lender may also attach schedules to this Revolving Credit Note and endorse
thereon the date, amount and maturity of its Revolving Credit Loans and
payments with respect thereto.


The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Revolving Credit Note.


Except as provided in the Agreement, this
Revolving Credit Note may not be assigned by the Lender to any Person.











THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


	
  

  	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 











 


LOANS AND PAYMENTS WITH RESPECT
THERETO


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Amount of

  	
   

  	
  Outstanding

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  End of

  	
   

  	
  Principal or

  	
   

  	
  Principal

  	
   

  	
   

  
	
   

  	
   

  	
  Type of

  	
   

  	
  Amount of

  	
   

  	
  Interest

  	
   

  	
  Interest Paid

  	
   

  	
  Balance This

  	
   

  	
  Notation

  
	
  Date

  	
   

  	
  Loan Made

  	
   

  	
  Loan Made

  	
   

  	
  Period

  	
   

  	
  This Date

  	
   

  	
  Date

  	
   

  	
  Made By

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 











EXHIBIT D


FORM OF COMPLIANCE CERTIFICATE


Financial
Statement Date:                  ,
20    


To:          Bank of America, N.A., as
Administrative Agent


Ladies
and Gentlemen:


Reference is made to that certain Amended and Restated Credit
Agreement, dated as of March 29, 2007 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Alliant
Techsystems Inc., a Delaware corporation (the “Borrower”), the Lenders from time to
time party thereto, Bank of America, N.A., as Administrative Agent, the other
Agents and the Arrangers.


The undersigned Responsible Officer hereby certifies as of the date
hereof that he/she is the                                                                                              
of the Borrower, and that, as such, he/she is authorized to execute and deliver
this Certificate to the Administrative Agent on the behalf of the Borrower, and
that:


[Use following paragraph 1 for fiscal year-end
financial statements]


1.             Attached hereto as Schedule
1 are the year-end audited financial statements required by Section 6.01(a)
of the Agreement for the fiscal year of the Borrower ended as of the above
date, together with the report and opinion of an independent certified public
accountant or independent chartered accountant required by such section.


[Use following paragraph 1 for fiscal quarter-end
financial statements]


1.             Attached hereto as Schedule
1 are the unaudited financial statements required by Section 6.01(b)
of the Agreement for the fiscal quarter of the Borrower ended as of the above
date. Such financial statements fairly present the financial condition, results
of operations and cash flows of the Borrower and its Subsidiaries in accordance
with GAAP as at such date and for such period, subject only to normal year-end
audit adjustments and the absence of footnotes.


2.             The undersigned has
reviewed and is familiar with the terms of the Agreement and has made, or has
caused to be made under his/her supervision, a review of the transactions and
condition (financial or otherwise) of the Borrower during the accounting period
covered by the attached financial statements.


3.             A review of the
activities of the Borrower during such fiscal period has been made under the
supervision of the undersigned with a view to determining whether during such
fiscal period the Borrower performed and observed all its Obligations under the
Loan Documents, and


[select
one:]











[to the actual knowledge of the undersigned as of the date of this
Compliance Certificate, during such fiscal period the Borrower performed and
observed each covenant and condition of the Loan Documents applicable to it,
and no Default has occurred and is continuing.]


—or—


[the following covenants or conditions have not been performed or
observed and the following is a list of each such Default and its nature and
status:]


4.             The representations
and warranties of the Borrower contained in Article V of the Agreement,
or which are contained in the other Loan Documents, are true and correct in all
material respects on and as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they are true and correct in all material respects as of such earlier
date, and except that for purposes of this Compliance Certificate, the
representations and warranties contained in subsections (a) and (b) of Section
5.05 of the Agreement shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b), respectively, of Section
6.01 of the Agreement, including the statements in connection with which
this Compliance Certificate is delivered.


5.             The financial
covenant analyses and information set forth on Schedule 2 attached
hereto are true and accurate on and as of the date of this Certificate.


IN WITNESS WHEREOF, the undersigned has
executed this Certificate as of                                  ,                          
..


	
  

  	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 











For the Quarter/Year ended                                                     
(“Statement Date”)


SCHEDULE 2 

to the Compliance Certificate 

($ in 000’s)


	
  I.

  	
  Section 7.10 (a) — Consolidated Interest Coverage
  Ratio.

  
	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Consolidated EBITDA for four consecutive fiscal
  quarters ending on above date (“Subject Period”):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Consolidated Net Income for Subject Period: 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  Consolidated Interest Charges (see below) for
  Subject Period:

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  Income tax expenses for Subject Period: 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
  Depreciation and amortization for Subject Period: 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.

  	
  Non-recurring or extraordinary, non-cash expenses
  for Subject Period or any future period in an amount not to exceed
  $25,000,000 for Subject Period:

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.

  	
  Consolidated EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5): 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Consolidated Interest Charges for Subject Period:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Sum of interest, premium payments, debt discount,
  fees, charges and related expenses (excluding expenses of issuance) in
  connection with borrowed money (including capitalized interest) or in
  connection with the deferred purchase price of assets, in each case to the
  extent treated as interest in accordance with GAAP for Subject Period: 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  Portion of rent expense on a consolidated basis for
  Subject Period under Capitalized Leases treated as interest in accordance
  with GAAP:

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  Consolidated Interest Charges (Lines I.B.1 + 2) 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Consolidated Interest Coverage Ratio (Line I.A.6 ÷
  Line I.B.3): 

  	
           to
  1.00

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Minimum required:  3.00 to 1.00 as of the end of each Statement Date.

  	
   

  



 











 


	
  II.

  	
  Section 7.10 (b) – Consolidated Leverage Ratio.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Consolidated Funded Indebtedness at Statement Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Outstanding principal amount of all obligations for
  borrowed money (whether current or long term) and all obligations evidenced
  by bonds, debentures, notes, loan agreements and similar instruments:

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  Outstanding principal amount of all purchase money
  Indebtedness:

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  Direct or contingent obligations arising under
  Financial Letters of Credit, bankers’ acceptances, bank guarantees and
  similar instruments: 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  Obligations in respect of the deferred price of
  property or services (other than trade accounts payable in the ordinary
  course of business):

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.

  	
  Attributable Indebtedness: 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.

  	
  All obligations in respect of Disqualified Equity
  Interests: 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7.

  	
  Off-Balance Sheet Liabilities:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.

  	
  Without duplication, all Guarantees (excluding
  Performance Guarantees) with respect to outstanding Indebtedness described
  above of Persons other than the Borrower and its Subsidiaries:

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  9.

  	
  All Indebtedness of the types described above of any
  partnership or joint venture (other than a joint venture that is itself a
  corporation or limited liability company or other legal entity in respect of
  which the equity holders are not liable for the obligations of such entity as
  a matter of law) in which the Borrower or a Subsidiary is a general partner
  or joint venturer unless such Indebtedness is expressly non-recourse to the
  Borrower and its Subsidiaries:

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10.

  	
  Consolidated Funded Indebtedness (Line
  II.A.1+2+3+4+5+6+7+8+9): 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B

  	
  Consolidated EBITDA for Subject Period (Line I.A.6
  above): 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Consolidated Leverage Ratio (Line II.A.10 ÷ Line
  II.B):

  	
          to 1.00

  



 











Maximum
permitted:  From
Restatement Closing Date through 

March 31, 2007, 4.5:1:00; 

from April 1, 2007 through June 30, 2007, 4.5:1:00;  

from July 1, 2007 through September 30, 2007, 4.25:1:00;  

from October 1, 2007 through June 30, 2008, 4.25:100;  

from July 1, 2008 and each fiscal quarter thereafter, 4.00:1:00.















EXHIBIT E



FORM OF ASSIGNMENT
AND ASSUMPTION


This Assignment and
Assumption (this “Assignment
and Assumption”) is dated as of the Effective Date set forth
below and is entered into by and between [             ]
(the “Assignor”) and [             ]
(the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to
them in the Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt
of a copy of which is hereby acknowledged by the Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”)
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full. 


 


For an agreed
consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s rights and
obligations as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below
(including, without limitation, Letters of Credit, Guarantees and Swing Line
Loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any
other right of the Assignor (in its capacity as a Lender) against any Person,
whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned pursuant to clauses (i) and
(ii) above being referred to herein collectively as, the “Assigned Interest”). Such
sale and assignment is without recourse to the Assignor and, except as
expressly provided in this Assignment and Assumption, without representation or
warranty by the Assignor. 


	
  1.

  	
   

  	
  Assignor:

  	
                                                                              

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Assignee:
                                                              
  [and is an 

  
	
   

  	
   

  	
   

  	
  Affiliate/Approved
  Fund of [identify Lender]]

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Borrower:

  	
  Alliant
  Techsystems Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Administrative  Agent: Bank of America, N.A., as the
  administrative agent under the Credit Agreement

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Credit
  Agreement:

  	
   

  	
  The Amended and
  Restated Credit Agreement, dated as of March 29, 2007 among Alliant
  Techsystems Inc., the Lenders party thereto, Bank of America, N.A., as
  Administrative Agent, the other Agents and the Arrangers. 

  
						



 











6. Assigned Interest: 


 


	
  Facility Assigned

  	
   

  	
  Aggregate

  Amount of

  Commitment/Loans

  for all Lenders*

  	
   

  	
  Amount of

  Commitment/Loans

  Assigned*

  	
   

  	
  Percentage

  Assigned of

  Commitment/Loans(1)

  	
   

  
	
   

  	
   

  	
  $             

  	
   

  	
  $             

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
  $             

  	
   

  	
  $             

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
  $             

  	
   

  	
  $             

  	
   

  	
   

  	
  %

  



 


[7. Trade Date:                                           ](2)


Effective Date:                                         ,
20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.] 


The terms set forth in this Assignment and Assumption are hereby agreed
to: 


	
  

  	
  ASSIGNOR 

  
	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE 

  
	
   

  	
  [NAME OF
  ASSIGNEE]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: 

  



 






(1)  Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder. 


* Amount to be adjusted
by the counterparties to take into account any payments or prepayments for Term
A Loans [Incremental Term Loan]. 


(2)  To be completed if the
Assignor and the Assignee intend that the minimum assignment amount is to be
determined as of the Trade Date. 











 


	
  Consented to and Accepted:

  
	
   

  
	
  BANK OF AMERICA, N.A., as

  
	
  Administrative
  Agent

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  [Consented
  to:](3)

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  



 






(3) To be added
for the Borrower and/or other parties (e.g. Swing Line Lender or L/C Issuer)
only to the extent such consent is required by the terms of the Credit
Agreement. 











 


ANNEX 1
TO ASSIGNMENT AND ASSUMPTION 


Amended and
Restated Credit Agreement, dated as of March 29,

2007 (as amended, restated, extended, supplemented or otherwise

modified in writing from time to time, the “Credit Agreement;” the

terms defined therein being used herein as therein defined), among

Alliant Techsystems Inc., a Delaware corporation (the

“Borrower”), the
Lenders from time to time party thereto, Bank of

America, N.A., as Administrative Agent, the other Agents and the

Arrangers.


STANDARD TERMS AND
CONDITIONS FOR


ASSIGNMENT AND
ASSUMPTION


1.             Representations and Warranties.



1.1.          Assignor. The Assignor (a)
represents and warrants that (i) it is the legal and beneficial owner of the
Assigned Interest, (ii) the Assigned Interest is free and clear of any lien,
encumbrance or other adverse claim and (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby; and (b)
assumes no responsibility with respect to (i) any statements, warranties or
representations made in or in connection with the Credit Agreement or any other
Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan
Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document. 


1.2.          Assignee. The Assignee (a)
represents and warrants that (i) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and
to consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee
under the Credit Agreement (subject to receipt of such consents as may be
required under the Credit Agreement), (iii) from and after the Effective Date,
it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 6.01 thereof, as applicable, and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Assumption and
to purchase the Assigned Interest on the basis of which it has made such
analysis and decision independently and without reliance on the Administrative
Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto
is any documentation required to be delivered by it pursuant to the terms of
the Credit Agreement, duly completed and executed by the Assignee; and (b)
agrees that (i) it will, independently and without reliance on the
Administrative Agent, the 











Assignor or any other
Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement and the other Loan Documents, and
(ii) it will perform in accordance with their terms all of the obligations
which by the terms of the Credit Agreement and the other Loan Documents are
required to be performed by it as a Lender. 


2.             Payments. [From and after
the Effective Date, the Administrative Agent shall make all payments in respect
of the Assigned Interest (including payments of principal, interest, fees and
other amounts) to the Assignee whether such amounts have accrued prior to or on
or after the Effective Date.  The
Assignor and the Assignee shall make all appropriate adjustments in payments by
the Administrative Agent for periods prior to the Effective Date or with
respect to the making of this assignment directly between themselves.] [From
and after the Effective Date, the Administrative Agent shall make all payments
in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but
excluding the Effective Date and to the Assignee for amounts which have accrued
from and after the Effective Date.](4)


3.             General Provisions. This
Assignment and Assumption shall be binding upon, and inure to the benefit of,
the parties hereto and their respective successors and assigns. This Assignment
and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument.  Delivery of
an executed counterpart of a signature page of this Assignment and Assumption
by telecopy shall be effective as delivery of a manually executed counterpart
of this Assignment and Assumption.  This
Assignment and Assumption shall be governed by, and construed in accordance
with, the law of the State of New York. 






(4) Administrative
Agent to select first or second alternative.
















EXHIBIT F


EXECUTION
COPY


AMENDED
AND RESTATED SUBSIDIARY GUARANTY


Dated as of March 29,
2007


From


THE GUARANTORS NAMED
HEREIN


and


THE ADDITIONAL GUARANTORS
REFERRED TO HEREIN


as Guarantors


in favor of


THE SECURED PARTIES
REFERRED TO IN

THE CREDIT AGREEMENT REFERRED TO HEREIN













TABLE OF
CONTENTS


	
  Section

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.

  	
   

  	
  Guaranty;
  Limitation of Liability

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.

  	
   

  	
  Guaranty
  Absolute

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.

  	
   

  	
  Waivers and
  Acknowledgments

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.

  	
   

  	
  Subrogation

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.

  	
   

  	
  Payments Free
  and Clear of Taxes, Etc.

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.

  	
   

  	
  Representations
  and Warranties

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.

  	
   

  	
  Covenants

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.

  	
   

  	
  Amendments,
  Guaranty Supplements, Etc.

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.

  	
   

  	
  Notices, Etc.

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.

  	
   

  	
  No Waiver;
  Remedies

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.

  	
   

  	
  Right of Set-off

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 12.

  	
   

  	
  Indemnification

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 13.

  	
   

  	
  Subordination

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 14.

  	
   

  	
  Continuing
  Guaranty; Assignments under the Credit Agreement

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 15.

  	
   

  	
  Execution in
  Counterparts

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 16.

  	
   

  	
  Governing Law;
  Jurisdiction; Waiver of Jury Trial, Etc.

  	
   

  	
  12

  



 


Exhibit A - Guaranty Supplement













AMENDED
AND RESTATED SUBSIDIARY GUARANTY


AMENDED AND RESTATED SUBSIDIARY GUARANTY, dated as of
March 29, 2007 (this “Guaranty”),
made by the Persons listed on the signature pages hereof and the Additional
Guarantors (as defined in Section 8(b)) (such Persons so listed and the
Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor
of the Secured Parties (as defined in the Credit Agreement referred to below).


PRELIMINARY STATEMENT. Alliant Techsystems Inc., a
Delaware corporation (the “Borrower”),
is party to that certain Amended and Restated Credit Agreement dated as of
March 29, 2007 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”; the capitalized terms
defined therein and not otherwise defined herein being used herein as therein
defined) with certain Lenders party thereto, BANK OF AMERICA, N.A, as
Administrative Agent for such Lenders, the other Agents and the Arrangers. Each
Guarantor may receive, directly or indirectly, a portion of the proceeds of the
Loans under the Credit Agreement and will derive substantial direct and
indirect benefits from the transactions contemplated by the Credit Agreement.
It is a condition precedent to the making of Loans by the Lenders and the
issuance of Letters of Credit by the L/C Issuers under the Credit Agreement and
the entry by the Hedge Banks into Secured Hedge Agreements from time to time
that each Guarantor shall have executed and delivered this Guaranty.


NOW, THEREFORE, in consideration of the premises and
in order to induce the Lenders to make Loans and the L/C Issuers to issue
Letters of Credit under the Credit Agreement and the Hedge Banks to enter into
Secured Hedge Agreements from time to time, each Guarantor, jointly and
severally with each other Guarantor, hereby agrees as follows:


Section 1.        Guaranty;
Limitation of Liability.  (a) 
Each Guarantor hereby absolutely, unconditionally and irrevocably
guarantees the punctual payment when due, whether at scheduled maturity or on
any date of a required prepayment or by acceleration, demand or otherwise, of
all Obligations of each other Loan Party now or hereafter existing under or in
respect of the Loan Documents (including, without limitation, any extensions,
modifications, substitutions, amendments or renewals of any or all of the
foregoing Obligations), whether direct or indirect, absolute or contingent, and
whether for principal, interest, premiums, fees, indemnities, contract causes
of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”),
and agrees to pay any and all expenses (including, without limitation, fees and
expenses of counsel) incurred by the Administrative Agent or any other Secured
Party in enforcing any rights under this Guaranty or any other Loan Document.
Without limiting the generality of the foregoing, each Guarantor’s liability
shall extend to all amounts that constitute part of the Guaranteed Obligations
and would be owed by any other Loan Party to any Secured Party under or in
respect of the Loan Documents but for the fact that they are unenforceable or
not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such other Loan Party.


(b)       Each Guarantor, and by its acceptance of this Guaranty, the
Administrative Agent and each other Secured Party, hereby confirms that it is
the intention of all such Persons that this Guaranty and the Obligations of
each Guarantor hereunder not constitute a fraudulent transfer or conveyance for
purposes of Debtor Relief Laws, the Uniform Fraudulent Conveyance













Act, the Uniform Fraudulent Transfer Act or any similar foreign,
federal or state law to the extent applicable to this Guaranty and the
Obligations of each Guarantor hereunder. To effectuate the foregoing intention,
the Administrative Agent, the other Secured Parties and the Guarantors hereby
irrevocably agree that the Obligations of each Guarantor under this Guaranty at
any time shall be limited to the maximum amount as will result in the
Obligations of such Guarantor under this Guaranty not constituting a fraudulent
transfer or conveyance.


(c)       Each Guarantor hereby unconditionally and irrevocably agrees
that if any payment shall be required to be made to any Secured Party under
this Guaranty or any other guaranty by such Guarantor, such Guarantor will
contribute, to the maximum extent permitted by law, such amounts to each other
Guarantor and each other guarantor so as to maximize the aggregate amount paid
to the Secured Parties under or in respect of the Loan Documents.


(d)       To the extent that any Guarantor shall make a payment under
this Guaranty of all or any of the Guaranteed Obligations (a “Guarantor Payment”) which, taking into account all other
Guarantor Payments then previously or concurrently made by the other
Guarantors, exceeds the amount which such Guarantor would otherwise have paid
if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by
such Guarantor Payment in the same proportion that such Guarantor’s “Allocable
Amount” (as defined below) (in effect immediately prior to such Guarantor
Payment) bore to the aggregate Allocable Amounts of all Guarantors in effect
immediately prior to the making of such Guarantor Payment, then, subject
to Section 4 hereof such Guarantor shall be entitled to receive
contribution and indemnification payments from, and be reimbursed by, each of
the other Guarantors for the amount of such excess, pro  rata in
accordance with their respective Allocable Amounts in effect immediately prior
to such Guarantor Payment. As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the
maximum amount of the claim which could then be recovered from such Guarantor
under this Guaranty after giving effect to Section 1(b) hereof. This Section
1(d) is intended only to define the relative rights of Guarantors and
nothing set forth in this Section 1(d) is intended to or shall impair
the obligations of Guarantors, jointly and severally, to pay any amounts as and
when the same shall become due and payable in accordance with the terms of this
Guaranty.


Section 2.        Guaranty
Absolute.  Each Guarantor guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of the Loan
Documents, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of any
Secured Party with respect thereto. The Obligations of each Guarantor under or
in respect of this Guaranty are independent of the Guaranteed Obligations or
any other Obligations of any other Loan Party under or in respect of the Loan
Documents, and a separate action or actions may be brought and prosecuted
against each Guarantor to enforce this Guaranty, irrespective of whether any
action is brought against the Borrower or any other Loan Party or whether the
Borrower or any other Loan Party is joined in any such action or actions. The
liability of each Guarantor under this Guaranty shall be irrevocable, absolute
and unconditional irrespective of, and each Guarantor hereby irrevocably waives
any defenses it may now have or hereafter acquire in any way relating to, any
or all of the following:


(a)       any lack of validity or
enforceability of any Loan Document or any agreement or instrument relating
thereto;













(b)       any change in the time,
manner or place of payment of, or in any other term of, all or any of the
Guaranteed Obligations or any other Obligations of any other Loan Party under
or in respect of the Loan Documents, or any other amendment or waiver of or any
consent to departure from any Loan Document, including, without limitation, any
increase in the Guaranteed Obligations resulting from the extension of
additional credit to any Loan Party or any of its Subsidiaries or otherwise;


(c)       any taking, exchange,
release or non-perfection of any Collateral or any other collateral, or any
taking, release or amendment or waiver of, or consent to departure from, any
other guaranty, for all or any of the Guaranteed Obligations;


(d)       any manner of
application of Collateral or any other collateral, or proceeds thereof, to all
or any of the Guaranteed Obligations, or any manner of sale or other
disposition of any Collateral or any other collateral for all or any of the
Guaranteed Obligations or any other Obligations of any Loan Party under the
Loan Documents or any other assets of any Loan Party or any of its
Subsidiaries;


(e)       any change,
restructuring or termination of the corporate structure or existence of any
Loan Party or any of its Subsidiaries;


(f)        any failure of any
Secured Party to disclose to any Loan Party any information relating to the
business, condition (financial or otherwise), operations, performance,
properties or prospects of any other Loan Party now or hereafter known to such
Secured Party (each Guarantor waiving any duty on the part of the Secured
Parties to disclose such information);


(g)       the failure of any other
Person to execute or deliver this Guaranty, any Guaranty Supplement (as
hereinafter defined) or any other guaranty or agreement or the release or
reduction of liability of any Guarantor or other guarantor or surety with
respect to the Guaranteed Obligations; or


(h)       any other circumstance
(including, without limitation, any statute of limitations) or any existence of
or reliance on any representation by any Secured Party that might otherwise
constitute a defense available to, or a discharge of, any Loan Party or any
other guarantor or surety.


This Guaranty shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any of the
Guaranteed Obligations is rescinded or must otherwise be returned by any
Secured Party or any other Person upon the insolvency, bankruptcy or
reorganization of the Borrower or any other Loan Party or otherwise, all as
though such payment had not been made.













Section 3.        Waivers
and Acknowledgments.  (a) 
Each Guarantor hereby unconditionally and irrevocably waives promptness,
diligence, notice of acceptance, presentment, demand for performance, notice of
nonperformance, default, acceleration, protest or dishonor and any other notice
with respect to any of the Guaranteed Obligations and this Guaranty and any
requirement that any Secured Party protect, secure, perfect or insure any Lien
or any property subject thereto or exhaust any right or take any action against
any Loan Party or any other Person or any Collateral.


(b)       Each Guarantor hereby unconditionally and irrevocably waives
any right to revoke this Guaranty and acknowledges that this Guaranty is
continuing in nature and applies to all Guaranteed Obligations, whether
existing now or in the future.


(c)       Each Guarantor hereby unconditionally and irrevocably waives
(i) any defense arising by reason of any claim or defense based upon an
election of remedies by any Secured Party that in any manner impairs, reduces,
releases or otherwise adversely affects the subrogation, reimbursement,
exoneration, contribution or indemnification rights of such Guarantor or other
rights of such Guarantor to proceed against any of the other Loan Parties, any
other guarantor or any other Person or any Collateral and (ii) any defense
based on any right of set-off or counterclaim against or in respect of the
Obligations of such Guarantor hereunder.


(d)       Each Guarantor acknowledges that the Administrative Agent may,
without notice to or demand upon such Guarantor and without affecting the liability
of such Guarantor under this Guaranty, foreclose under any mortgage, trust
deeds or deed of trust by nonjudicial sale, and each Guarantor hereby waives
any defense to the recovery by the Administrative Agent and the other Secured
Parties against such Guarantor of any deficiency after such nonjudicial sale
and any defense or benefits that may be afforded by applicable law.


(e)       Each Guarantor hereby unconditionally and irrevocably waives
any duty on the part of any Secured Party to disclose to such Guarantor any
matter, fact or thing relating to the business, condition (financial or
otherwise), operations, performance, properties or prospects of any other Loan
Party or any of its Subsidiaries now or hereafter known by such Secured Party.


(f)        Each Guarantor acknowledges that it will receive substantial
direct and indirect benefits from the financing arrangements contemplated by
the Loan Documents and that the waivers set forth in Section 2 and
this Section 3 are knowingly made in contemplation of such benefits.


Section 4.        Subrogation.  Each
Guarantor hereby unconditionally and irrevocably agrees not to exercise any
rights that it may now have or hereafter acquire against the Borrower, any
other Loan Party or any other insider guarantor that arise from the existence,
payment, performance or enforcement of such Guarantor’s Obligations under or in
respect of this Guaranty or any other Loan Document, including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution
or indemnification and any right to participate in any claim or remedy of any
Secured Party against the Borrower, any other Loan Party or any other insider
guarantor or any Collateral, whether or not such claim, remedy or right arises
in equity or under contract, statute or common law, including, without
limitation, the right to take or receive from the Borrower, any other Loan
Party or any other insider guarantor, directly or indirectly, in













cash or other
property or by set-off or in any other manner, payment or security on account
of such claim, remedy or right, unless and until all of the Guaranteed
Obligations and all other amounts payable under this Guaranty shall have been
paid in full in cash, all Letters of Credit and all Secured Hedge Agreements
shall have expired or been terminated and the Commitments shall have expired or
been terminated. If any amount shall be paid to any Guarantor in violation of
the immediately preceding sentence at any time prior to the latest of
(a) the payment in full in cash of the Guaranteed Obligations and all
other amounts payable under this Guaranty, (b) the Maturity Date for the
Revolving Credit Facility and (c) the latest date of expiration,
termination or Cash Collateralization or provision of Credit Support (as
defined below) therefor of all Letters of Credit and the expiration or
termination of all Secured Hedge Agreements, such amount shall be received and
held in trust for the benefit of the Secured Parties, shall be segregated from
other property and funds of such Guarantor and shall forthwith be paid or
delivered to the Administrative Agent in the same form as so received (with any
necessary endorsement or assignment) to be credited and applied to the
Guaranteed Obligations and all other amounts payable under this Guaranty, whether
matured or unmatured, in accordance with the terms of the Loan Documents, or to
be held as Collateral for any Guaranteed Obligations or other amounts payable
under this Guaranty thereafter arising. If (i) any Guarantor shall make
payment to any Secured Party of all or any part of the Guaranteed Obligations,
(ii) all of the Guaranteed Obligations and all other amounts payable under
this Guaranty shall have been paid in full in cash, (iii) the Maturity
Date for the Revolving Credit Facility shall have occurred and (iv) all
Letters of Credit shall have expired or been terminated or, prior to the date
of expiration or termination, been Cash Collateralized or credit support
therefor shall otherwise have been provided in a manner satisfactory to the
respective L/C Issuer in its sole discretion (“Credit Support”) and all Secured Hedge
Agreements shall have expired or been terminated, the Secured Parties will, at
such Guarantor’s request and expense, execute and deliver to such Guarantor
appropriate documents, without recourse and without representation or warranty,
necessary to evidence the transfer by subrogation to such Guarantor of an
interest in the Guaranteed Obligations resulting from such payment made by such
Guarantor pursuant to this Guaranty.


Section 5.        Payments
Free and Clear of Taxes, Etc.  (a)  Unless provided otherwise in Section 5(g),
any and all payments made by any Guarantor to, or for the account of a Secured
Party, under or in respect of this Guaranty or any other Loan Document shall be
made, in accordance with Section 3.01 of the Credit Agreement, free and
clear of and without deduction for any and all present or future Taxes. If any
Guarantor shall be required by law to deduct any Taxes from or in respect of
any sum payable under or in respect of this Guaranty or any other Loan Document
to any Secured Party, unless provided otherwise in Section 5(g),
(i) the sum payable by such Guarantor shall be increased as may be
necessary so that after such Guarantor and the Administrative Agent have made
all required deductions (including deductions applicable to additional sums
payable under this Section 5(a)), such Secured Party receives an amount
equal to the sum it would have received had no such deductions been made,
(ii) such Guarantor shall make such deductions and (iii) such
Guarantor shall pay the full amount deducted to the relevant taxation authority
or other Governmental Authority in accordance with applicable law.


(b)       In addition, each Guarantor agrees to pay any present or
future Other Taxes that arise from any payment made by or on behalf of such
Guarantor under or in respect of this Guaranty or any other Loan Document or
from the execution, delivery or registration of,













performance under, or otherwise with respect to, this Guaranty and the
other Loan Documents. If a Guarantor is required to pay material amounts of any
Other Taxes with respect to any Loan Document, then the applicable Secured
Party shall take such steps as shall not be materially disadvantageous to it,
in the reasonable judgment of such Secured Party, and as may be reasonably
necessary (including designation of a different lending office, if any) to
eliminate or substantially reduce the amount of such taxes otherwise payable by
the Guarantor under this Section 5(b).


(c)       Unless otherwise provided in Section 5(g), each
Guarantor will indemnify each Secured Party for and hold it harmless against
the full amount of Taxes and Other Taxes imposed by any jurisdiction on amounts
payable under this Section 5, imposed on or paid by such Secured
Party and any liability (including penalties, additions to tax, interest and
reasonable expenses) arising therefrom or with respect thereto, in each case
whether or not such Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. Payment under this Section
5 shall be made within 30 days after the date such Secured Party makes
written demand therefor. A certificate setting forth the amount of such payment
delivered by a Secured Party to a Guarantor shall be conclusive absent the
manifest error of such Secured Party. If any Secured Party receives a refund of
Taxes or Other Taxes paid by any Guarantor for which such Guarantor indemnified
any Secured Party pursuant to this Section 5(c), then such Secured Party
shall pay the amount of such refund, net of any expenses incurred by or any
Taxes or Other Taxes imposed on such Secured Party, to the applicable Guarantor
within 30 days of the receipt of such amount; provided that such
Guarantor agrees, upon the request of such Secured Party, to promptly return
the amount of such refund to such Secured Party (together with the amount of
any applicable penalties, interest or other charges in respect thereof) if such
Secured Party is required to repay such refund to the relevant Governmental
Authority. Nothwithstanding the foregoing, (i) no Guarantor shall be entitled
to review the tax records or financial information of any Secured Party and
(ii) no Secured Party shall have any obligation to pursue any refund of Taxes or
Other Taxes paid by any Guarantor.


(d)       Within 30 days after the date of any payment of Taxes, the
relevant Guarantor shall furnish to the Administrative Agent, at its address
referred to in Section 9, the original or a certified copy of a
receipt evidencing such payment. In the case of any payment hereunder by or on
behalf of any Guarantor through an account or branch outside the United States
or by or on behalf of such Guarantor by a payor that is not a United States
person, if such Guarantor determines that no Taxes are payable in respect
thereof, such Guarantor shall furnish, or shall cause such payor to furnish, to
the Administrative Agent, at such address, an opinion of counsel acceptable to
the Administrative Agent stating that such payment is exempt from Taxes. For
purposes of subsections (d) and (e) of this Section 5,
the terms “United States”
and “United States person” shall have the meanings specified in Section 7701
of the Internal Revenue Code.


(e)       Each Secured Party that is not a United States person (a “Foreign Secured Party”) shall, on or prior to the date of its
execution and delivery of the Credit Agreement, in the case of each initial
Secured Party, as the case may be, and on or prior to the date of the
Assignment and Assumption or Secured Hedge Agreement pursuant to which it
becomes a Secured Party, in the case of each other Secured Party, provide each
of the Administrative Agent and such Guarantor with two duly signed completed
copies of either IRS Form W-8BEN or any successor thereto (relating to such
Foreign Secured Party and entitling it to an exemption from,













or reduction of, withholding tax on all payments to be made to, or for
the account of, such Foreign Secured Party by such Guarantor under or in
respect of this Guaranty or any other Loan Document) or IRS Form W-8ECI or any
successor thereto (relating to all payments to be made to, or for the account
of, such Foreign Secured Party by the Guarantor under or in respect of this
Guaranty or any other Loan Document) or such other evidence satisfactory to the
Guarantor and the Administrative Agent that such Foreign Secured Party is
entitled to an exemption from, or reduction of, U.S. withholding tax, including
any exemption pursuant to Section 881(c) of the Code, and in the case of
a Foreign Secured Party claiming such an exemption under Section 881(c)
of the Code, a certificate that establishes in writing to the Guarantor and to
the Administrative Agent that such Foreign Secured Party is not (i) a “bank” as
defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent
shareholder within the meaning of Section 871(h)(3)(B) of the Code, and
(iii) a controlled foreign corporation related to any Guarantor within the
meaning of Section 864(d) of the Code. Thereafter and from time to time,
each such Foreign Secured Party shall (A) promptly submit to such Guarantor and
to the Administrative Agent such additional duly completed and signed copies of
one of such forms (or such successor forms as shall be adopted from time to
time by the relevant United States taxing authorities) as may then be available
under then current United States laws and regulations to avoid, or such
evidence as is satisfactory to such Guarantor and the Administrative Agent of
any available exemption from or reduction of, United States withholding taxes
in respect of all payments to be made to, or for the account of, such Foreign
Secured Party by such Guarantor under or in respect of this Guaranty or any
other Loan Document, (B) promptly notify such Guarantor and the Administrative
Agent of any change in circumstances which would modify or render invalid any
claimed exemption or reduction, and (C) take such steps as shall not be
materially disadvantageous to it, in the reasonable judgment of such Foreign
Secured Party, and as may be reasonably necessary (including the re-designation
of its Lending Office) to avoid any requirement of applicable Laws that such
Guarantor make any deduction or withholding for taxes from amounts payable to
such Foreign Secured Party.


(f)        Each Foreign Secured Party, to the extent it does not act or
ceases to act for its own account with respect to any portion of any sums paid
or payable to such Foreign Secured Party under any of the Loan Documents (for
example, in the case of a typical participation by such Foreign Secured Party),
shall deliver to such Guarantor and the Administrative Agent at least three
Business Days prior to the date when such Foreign Secured Party ceases to act
for its own account with respect to any portion of any such sums paid or payable,
and at such other times as may be necessary in the determination of such
Guarantor or the Administrative Agent (in each case, in the reasonable exercise
of its discretion), (A) two duly signed completed copies of the forms or
statements required to be provided by such Foreign Secured Party as set forth
above, to establish the portion of any such sums paid or payable with respect
to which such  Foreign Secured Party acts
for its own account that is not subject to U.S. withholding tax, and (B) two
duly signed completed copies of IRS Form W-8IMY (or any successor
thereto), together with any information such Foreign Secured Party is required
to transmit with such form pursuant to the Code and the Treasury Regulations,
and any other certificate or statement of exemption required under the Code or
the Treasury Regulations, to establish that such Foreign Secured Party is not
acting for its own account with respect to a portion of any such sums payable
to such Foreign Secured Party.













(g)       A Guarantor shall not be required to pay any additional amount
to, or for the account of, any Foreign Secured Party under Section 5(a)
and 5(c) with respect to (A) any Taxes required to be deducted or
withheld on the basis of the information, certificates or statements of exemption
such Foreign Secured Party transmits with an IRS Form W-8BEN or W-8IMY (or any
successor form thereto) pursuant to Section 5(e) or 5(f) or (B)
if such Foreign Secured Party shall have failed to satisfy the provisions of Section
5(e) or 5(f); provided, that if such Foreign Secured Party
shall have satisfied the requirements of Section 5(e) and 5(f) on
the date such Foreign Secured Party became a Foreign Secured Party or ceased to
act for its own account with respect to any payment under any of the Loan Documents,
nothing in Section 5(e) shall relieve such Guarantor of its obligation
to pay any amounts pursuant to Section 5(a) or 5(c) to the extent
that, as a result of any change in any applicable Law, treaty or governmental
rule, regulation or order, or any change in the interpretation, administration
or application thereof, (x) such Foreign Secured Party is no longer properly
entitled to deliver forms, certificates or other evidence at a subsequent date
establishing the fact that such Foreign Secured Party or other Person for the
account of which such Foreign Secured Party receives any sums payable under any
of the Loan Documents is not subject to withholding or is subject to
withholding at a reduced rate, or (y) the rate at which such Foreign Secured
Party or other Person is subject to tax is increased.


Section 6.        Representations
and Warranties.  Each Guarantor hereby makes each representation
and warranty made in the Loan Documents by the Borrower with respect to such
Guarantor and each Guarantor hereby further represents and warrants as follows:


(a)       There are no conditions
precedent to the effectiveness of this Guaranty that have not been satisfied or
waived.


(b)       Such Guarantor has,
independently and without reliance upon any Secured Party and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Guaranty and each other Loan Document
to which it is or is to be a party, and such Guarantor has established adequate
means of obtaining from each other Loan Party on a continuing basis information
pertaining to, and is now and on a continuing basis will be completely familiar
with, the business, condition (financial or otherwise), operations,
performance, properties and prospects of such other Loan Party.


Section 7.        Covenants.  Each
Guarantor covenants and agrees that, so long as any part of the Guaranteed
Obligations shall remain unpaid, any Letter of Credit shall be outstanding, any
Lender shall have any Commitment or any Secured Hedge Agreement shall be in
effect, such Guarantor will, to the extent expressly set forth in the Loan
Documents, perform and observe, and cause each of its Subsidiaries to perform
and observe, all of the terms, covenants and agreements set forth in the Loan
Documents on its or their part to be performed or observed or that the Borrower
has agreed to cause such Guarantor or such Subsidiaries, as the case may be, to
perform or observe.


Section 8.        Amendments,
Guaranty Supplements, Etc.  (a) 
No amendment or waiver of any provision of this Guaranty and no consent
to any departure by any Guarantor therefrom shall in any event be effective
unless the same shall be in writing and signed by the Administrative Agent and
the Required Lenders (except as otherwise provided in the Credit













Agreement), and
then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however,
that no amendment, waiver or consent shall, unless in writing and signed by all
of the Secured Parties (other than any Lender that is, at such time, a
Defaulting Lender), (i) reduce or limit the obligations of any Guarantor
hereunder, release any Guarantor hereunder or otherwise limit any Guarantor’s
liability with respect to the Obligations owing to the Secured Parties under or
in respect of the Loan Documents except as provided in the next succeeding
sentence, (ii) postpone any date fixed for payment hereunder or
(iii) change the number of Secured Parties or the percentage of (x) the
Commitments, (y) the aggregate unpaid principal amount of the Loans or (z) the
aggregate Available Amount of outstanding Letters of Credit that, in each case,
shall be required for the Secured Parties or any of them to take any action
hereunder. Upon any Guarantor ceasing to be a Subsidiary as a result of a
transaction not prohibited under the Credit Agreement, such Guarantor shall be
released from this Guaranty in accordance with Section 9.11(b) of the
Credit Agreement.


(b)       Upon
the execution and delivery by any Person of a guaranty supplement in
substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”),
(i) such Person shall be referred to as an “Additional Guarantor” and shall become
and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also
mean and be a reference to such Additional Guarantor, and each reference in any
other Loan Document to a “Guarantor”
or a “Subsidiary
Guarantor” shall also mean and be a reference to such Additional
Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of
like import referring to this Guaranty, and each reference in any other Loan
Document to the “Guaranty”,
the “Subsidiary Guaranty”,
“thereunder”,
“thereof”
or words of like import referring to this Guaranty, shall mean and be a
reference to this Guaranty as supplemented by such Guaranty Supplement.


Section 9.        Notices,
Etc.  All notices and other communications provided for hereunder
shall be in writing (including by facsimile transmission) and shall be mailed
certified or registered mail, faxed or delivered to it, if to any Guarantor,
addressed to it in care of the Borrower at the Borrower’s address specified in Section 10.02(a)
of the Credit Agreement, if to any Agent or any Lender, at its address
specified in Section 10.02(a) of the Credit Agreement, if to any
Hedge Bank, at its address specified in the Secured Hedge Agreement to which it
is a party, or, as to any party, at such other address as shall be designated
by such party in a written notice to each other party. Notices sent by hand or
overnight courier service, or mailed by certified or registered mail, shall be
deemed to have been given when received; notices sent by facsimile shall be
deemed to have been given when sent (except that, if not given during normal
business hours for the recipient, shall be deemed to have been given at the
opening of business on the next business day for the recipient). Notices and
other communication may also be delivered or furnished as provided in Section
10.02(b) of the Credit Agreement and any such notices delivered through
electronic communications to the extent provided in Section 10.02(b) of
the Credit Agreement shall be effective as provided in such Section 10.02(b)
of the Credit Agreement. Delivery by telecopier of an executed counterpart of a
signature page to any amendment or waiver of any provision of this Guaranty or
of any Guaranty Supplement to be executed and delivered hereunder shall be as
effective as delivery of an original executed counterpart thereof.













Section 10.      No
Waiver; Remedies.  No failure on the part of any Secured Party to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.


Section 11.      Right
of Set-off.  Upon (a) the occurrence and during the continuance
of any Event of Default and (b) the making of the request or the granting
of the consent specified by Section 8.02 of the Credit Agreement to
authorize the Administrative Agent to declare the Loans and other Obligations
due and payable pursuant to the provisions of said Section 8.02,
each Agent and each Lender and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted
by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Agent, such Lender or such Affiliate to or for the credit or
the account of any Guarantor against any and all of the Obligations of such
Guarantor now or hereafter existing under the Loan Documents, irrespective of
whether such Agent or such Lender shall have made any demand under this
Guaranty or any other Loan Document and although such Obligations may be
unmatured. Each Agent and each Lender agrees promptly to notify such Guarantor
after any such set-off and application; provided, however, that
the failure to give such notice shall not affect the validity of such set-off
and application. The rights of each Agent and each Lender and their respective
Affiliates under this Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off) that such Agent, such
Lender and their respective Affiliates may have.


Section 12.      Indemnification.  (a)  Without limitation on any other Obligations
of any Guarantor or remedies of the Secured Parties under this Guaranty, each
Guarantor shall, to the fullest extent permitted by law, indemnify, defend and
save and hold harmless each Secured Party and each of their Affiliates and
their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”)
from and against, and shall pay on demand, any and all claims, damages, losses,
liabilities and expenses (including, without limitation, fees and expenses of
counsel) that may be incurred by or asserted or awarded against any Indemnified
Party in connection with or as a result of any failure of any Guaranteed
Obligations to be the legal, valid and binding obligations of any Loan Party
enforceable against such Loan Party in accordance with their terms; provided
that such indemnity shall not, as to any Indemnified Party, be available to the
extent that such claims, damages, losses, liabilities and expenses are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnified Party.


(b)       Each Guarantor hereby also agrees that none of the Indemnified
Parties shall have any liability (whether direct or indirect, in contract, tort
or otherwise) to any of the Guarantors or any of their respective Affiliates or
any of their respective officers, directors, employees, agents and advisors
for, and each Guarantor hereby agrees not to assert any claim against any Indemnified
Party on any theory of, liability, for special, indirect, consequential or
punitive damages arising out of or otherwise relating to the Facilities, the
actual or proposed use of the proceeds of the Loans or the Letters of Credit,
the Loan Documents or any of the transactions contemplated by the Loan
Documents.













(c)       Without prejudice to the survival of any of the other
agreements of any Guarantor under this Guaranty or any of the other Loan
Documents, the agreements and obligations of each Guarantor contained in Section 1(a)
(with respect to enforcement expenses), the last sentence of Section 2,
Section 5 and this Section 12 shall survive the payment
in full of the Guaranteed Obligations and all of the other amounts payable
under this Guaranty.


Section 13.      Subordination.  Each
Guarantor hereby subordinates any and all debts, liabilities and other
obligations owed to such Guarantor by each other Loan Party (the “Subordinated Obligations”)
to the Guaranteed Obligations to the extent and in the manner hereinafter set
forth in this Section 13:


(a)       Prohibited Payments,
Etc. Except during the continuance of a Specified Default, each Guarantor
may receive payments from any other Loan Party on account of the Subordinated
Obligations. After the occurrence and during the continuance of a Specified
Default, however, unless the Administrative Agent otherwise agrees, no
Guarantor shall demand, accept or take any action to collect any payment on
account of the Subordinated Obligations.


(b)       Prior Payment of
Guaranteed Obligations. In any proceeding under any Bankruptcy Law relating
to any other Loan Party, each Guarantor agrees that the Secured Parties shall
be entitled to receive payment in full in cash of all Guaranteed Obligations
(including all interest and expenses accruing after the commencement of a
proceeding under any Bankruptcy Law, whether or not constituting an allowed
claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated
Obligations.


(c)       Turn-Over. After
the occurrence and during the continuance of any Specified Default, each
Guarantor shall, if the Administrative Agent requests pursuant to clause
(ii) of subsection (d) below, collect, enforce and receive payments on
account of the Subordinated Obligations as trustee for the Secured Parties and
deliver such payments to the Administrative Agent on account of the Guaranteed
Obligations (including all Post Petition Interest), together with any necessary
endorsements or other instruments of transfer, but without reducing or
affecting in any manner the liability of such Guarantor under the other
provisions of this Guaranty.


(d)       Administrative Agent
Authorization. After the occurrence and during the continuance of a
Specified Default, the Administrative Agent is authorized and empowered (but
without any obligation to so do), in its discretion, (i) in the name of each
Guarantor, to collect and enforce, and to submit claims in respect of,
Subordinated Obligations and to apply any amounts received thereon to the Guaranteed
Obligations (including any and all Post Petition Interest), and (ii) to require
each Guarantor (A) to collect and enforce, and to submit claims in respect of,
Subordinated Obligations and (B) to pay any amounts received on such
Subordinated Obligations to the Administrative Agent for application to the
Guaranteed Obligations (including any and all Post Petition Interest).













Section 14.      Continuing
Guaranty; Assignments under the Credit Agreement.  This Guaranty
is a continuing guaranty and shall (a) remain in full force and effect
until the latest of (i) the payment in full in cash of the Guaranteed
Obligations and all other amounts payable under this Guaranty, (ii) the
Maturity Date and (iii) the latest date of expiration, termination or Cash
Collateralization or provision of Credit Support therefor of all Letters of
Credit and the expiration or termination of all Secured Hedge Agreements,
(b) be binding upon each Guarantor, its successors and assigns and
(c) inure to the benefit of and be enforceable by the Secured Parties and
their successors, transferees and assigns. Without limiting the generality of clause (c)
of the immediately preceding sentence, any Secured Party may assign or
otherwise transfer all or any portion of its rights and obligations under the
Credit Agreement (including, without limitation, all or any portion of its
Commitments, the Loans owing to it and the Note or Notes held by it) to any
other Person, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to such Secured Party herein or otherwise,
in each case as and to the extent provided in Section 10.07 of the
Credit Agreement. Subject to Section 7.04 of the Credit Agreement, no Guarantor
shall have the right to assign its rights hereunder or any interest herein
without the prior written consent of the Secured Parties.


Section 15.      Execution
in Counterparts.  This Guaranty and each amendment, waiver and
consent with respect hereto may be executed in any number of counterparts and
by different parties thereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Guaranty by telecopier shall be
effective as delivery of an original executed counterpart of this Guaranty.


Section 16.      Governing
Law; Jurisdiction; Waiver of Jury Trial, Etc.  (a)  This Guaranty shall be governed by, and
construed in accordance with, the laws of the State of New York.


(b)       Each Guarantor hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of any
New York State court or federal court of the United States of America
sitting in New York City, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Guaranty or any of the
other Loan Documents to which it is or is to be a party, or for recognition or
enforcement of any judgment, and each Guarantor hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court. Each Guarantor agrees that
a final judgment in any such action or proceeding shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Guaranty or any other Loan Document
shall affect any right that any party may otherwise have to bring any action or
proceeding relating to this Guaranty or any other Loan Document in the courts
of any jurisdiction.


(c)       Each Guarantor irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection that it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Guaranty or any of the other Loan Documents
to which it is or is to be a party in any New York State or federal court.













Each Guarantor hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such suit, action or proceeding in any such court.


(d)       EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT
OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE
LOANS OR THE ACTIONS OF ANY SECURED PARTY IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.













IN WITNESS WHEREOF, each Guarantor has caused this
Guaranty to be duly executed and delivered by its officer thereunto duly
authorized as of the date first above written.


 


	
  Address for Notices:

  	
  AMMUNITION
  ACCESSORIES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Address for
  Notices:

  	
   

  	
  ATK COMMERCIAL
  AMMUNITION

  
	
   

  	
   

  	
  COMPANY INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Address for
  Notices:

  	
   

  	
  ATK COMMERCIAL
  AMMUNITION

  
	
   

  	
   

  	
  HOLDINGS COMPANY
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Address for Notices:

  	
   

  	
  ATK LAUNCH
  SYSTEMS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Address for
  Notices:

  	
   

  	
  ATK SPACE
  SYSTEMS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Address for
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  FEDERAL
  CARTRIDGE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Address for Notices:

  	
   

  	
  MICRO CRAFT INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Title:

  



 


















Exhibit
A

To The

Guaranty


FORM OF
GUARANTY SUPPLEMENT


                     ,       


Bank of America, N.A., as
Administrative Agent

[Address of Administrative Agent]


Attention:


Amended and Restated Credit Agreement dated as of
March 29, 2007 among


Alliant Techsystems Inc., a Delaware corporation (the “Borrower”), the
Lenders


party to the Credit
Agreement, Bank of America, N.A., as Administrative Agent, the other Agents and
the Arrangers


Ladies and Gentlemen:


Reference is made to the above-captioned Credit Agreement
and to the Guaranty referred to therein (such Guaranty, as in effect on the
date hereof and as it may hereafter be amended, amended and restated,
supplemented or otherwise modified from time to time, together with this
Guaranty Supplement, being the “Guaranty”). The capitalized terms defined in the
Guaranty or, if not defined in the Guaranty, in the Credit Agreement and not
otherwise defined herein are used herein as therein defined.


Section 1.        Guaranty;
Limitation of Liability.  (a) 
The undersigned hereby absolutely, unconditionally and irrevocably
guarantees the punctual payment when due, whether at scheduled maturity or on
any date of a required prepayment or by acceleration, demand or otherwise, of
all Obligations of each other Loan Party now or hereafter existing under or in
respect of the Loan Documents (including, without limitation, any extensions,
modifications, substitutions, amendments or renewals of any or all of the
foregoing Obligations), whether direct or indirect, absolute or contingent, and
whether for principal, interest, premium, fees, indemnities, contract causes of
action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”),
and agrees to pay any and all expenses (including, without limitation, fees and
expenses of counsel) incurred by the Administrative Agent or any other Secured
Party in enforcing any rights under this Guaranty Supplement, the Guaranty or
any other Loan Document. Without limiting the generality of the foregoing, the
undersigned’s liability shall extend to all amounts that constitute part of the
Guaranteed Obligations and would be owed by any other Loan Party to any Secured
Party under or in respect of the Loan Documents but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving such other Loan Party.


(b)       The
undersigned, and by its acceptance of this Guaranty Supplement, the
Administrative Agent and each other Secured Party, hereby confirms that it is
the intention of all such Persons that this Guaranty Supplement, the Guaranty
and the Obligations of the













undersigned hereunder and thereunder not constitute a
fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
foreign, federal or state law to the extent applicable to this Guaranty
Supplement, the Guaranty and the Obligations of the undersigned hereunder and
thereunder. To effectuate the foregoing intention, the Administrative Agent,
the other Secured Parties and the undersigned hereby irrevocably agree that the
Obligations of the undersigned under this Guaranty Supplement and the Guaranty
at any time shall be limited to the maximum amount as will result in the
Obligations of the undersigned under this Guaranty Supplement and the Guaranty
not constituting a fraudulent transfer or conveyance.


(c)       The
undersigned hereby unconditionally and irrevocably agrees that if any payment
shall be required to be made to any Secured Party under this Guaranty
Supplement, the Guaranty or any other guaranty by such Guarantor, the
undersigned will contribute, to the maximum extent permitted by applicable law,
such amounts to each other Guarantor and each other guarantor so as to maximize
the aggregate amount paid to the Secured Parties under or in respect of the
Loan Documents.


(d)       To the
extent that any Guarantor shall make a payment under this Guaranty of all or
any of the Guaranteed Obligations (a “Guarantor Payment”) which, taking into
account all other Guarantor Payments then previously or concurrently made by
the other Guarantors, exceeds the amount which such Guarantor would otherwise
have paid if each Guarantor had paid the aggregate Guaranteed Obligations
satisfied by such Guarantor Payment in the same proportion that such Guarantor’s
“Allocable Amount” (as defined below) (in effect immediately prior to such
Guarantor Payment) bore to the aggregate Allocable Amounts of all Guarantors in
effect immediately prior to the making of such Guarantor Payment, then,
subject to Section 4 hereof such Guarantor shall be entitled to receive
contribution and indemnification payments from, and be reimbursed by, each of
the other Guarantors for the amount of such excess, pro  rata in
accordance with their respective Allocable Amounts in effect immediately prior
to such Guarantor Payment. As of any date of determination, the “Allocable Amount” of
any Guarantor shall be equal to the maximum amount of the claim which could
then be recovered from such Guarantor under this Guaranty after giving effect
to Section 1(b) hereof. This Section 1(d) is intended only to define the
relative rights of Guarantors and nothing set forth in this Section 1(d)
is intended to or shall impair the obligations of Guarantors, jointly and
severally, to pay any amounts as and when the same shall become due and payable
in accordance with the terms of this Guaranty.


Section 2.        Obligations
Under the Guaranty.  The undersigned hereby agrees, as of the
date first above written, to be bound as a Guarantor by all of the terms and
conditions of the Guaranty to the same extent as each of the other Guarantors
thereunder. The undersigned further agrees, as of the date first above written,
that each reference in the Guaranty to an “Additional Guarantor” or a “Guarantor” shall also
mean and be a reference to the undersigned, and each reference in any other
Loan Document to a “Guarantor”
or a “Loan Party”
shall also mean and be a reference to the undersigned.


Section 3.        Representations
and Warranties.  The undersigned hereby makes each representation
and warranty set forth in Section 6 of the Guaranty to the same
extent as each other Guarantor.



 2
 









Section 4.        Delivery
by Telecopier.  Delivery of an executed counterpart of a signature
page to this Guaranty Supplement by telecopier shall be effective as delivery
of an original executed counterpart of this Guaranty Supplement.


Section 5.        Governing
Law; Jurisdiction; Waiver of Jury Trial, Etc.  (a)  This Guaranty Supplement shall be governed
by, and construed in accordance with, the laws of the State of New York.


(b)       The
undersigned hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
any federal court of the United States of America sitting in New York
City, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Guaranty Supplement, the Guaranty or any of
the other Loan Documents to which it is or is to be a party, or for recognition
or enforcement of any judgment, and the undersigned hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court. The undersigned agrees that
a final judgment in any such action or proceeding shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Guaranty Supplement or the Guaranty or
any other Loan Document shall affect any right that any party may otherwise
have to bring any action or proceeding relating to this Guaranty Supplement,
the Guaranty or any of the other Loan Documents to which it is or is to be a
party in the courts of any other jurisdiction.


(c)       The
undersigned irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection that it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Guaranty Supplement, the Guaranty or any of the other Loan
Documents to which it is or is to be a party in any New York State or
federal court. The undersigned hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such suit, action or proceeding in any such court.


(d)       THE
UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE LOANS OR THE
ACTIONS OF ANY SECURED PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR
ENFORCEMENT THEREOF.


	
  

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME OF
  ADDITIONAL GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 



 3














EXHIBIT G


EXECUTION COPY


AMENDED AND RESTATED SECURITY AGREEMENT


Dated March 29, 2007


From


The Grantors referred to
herein


as Grantors


to


BANK OF AMERICA, N.A.


as Administrative Agent
















TABLE OF
CONTENTS


	
  Section

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.

  	
   

  	
  Grant of Security

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.

  	
   

  	
  Security for Obligations

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.

  	
   

  	
  Grantors Remain Liable

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.

  	
   

  	
  Government Contract Claims

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.

  	
   

  	
  Delivery and Control of Security Collateral

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.

  	
   

  	
  Maintaining the Account Collateral

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.

  	
   

  	
  Investing of Amounts in the Collateral Account and
  the L/C Collateral Account

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.

  	
   

  	
  Release of Amounts

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.

  	
   

  	
  Maintaining Electronic Chattel Paper, Transferable
  Records and Letter-of-Credit Rights and Giving Notice of Commercial Tort
  Claims

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.

  	
   

  	
  Representations and Warranties

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.

  	
   

  	
  Further Assurances

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 12.

  	
   

  	
  As to Equipment and Inventory

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 13.

  	
   

  	
  Insurance

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 14.

  	
   

  	
  Post-Closing Changes; Bailees; Collections on
  Assigned Agreements, Receivables and Related Contracts

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 15.

  	
   

  	
  As to Intellectual Property Collateral

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 16.

  	
   

  	
  Voting Rights; Dividends; Etc.

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 17.

  	
   

  	
  As to the Assigned Agreements

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 18.

  	
   

  	
  Payments Under the Assigned Agreements

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 19.

  	
   

  	
  As to Letter-of-Credit Rights

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 20.

  	
   

  	
  Additional Shares

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 21.

  	
   

  	
  Administrative Agent Appointed Attorney-in-Fact

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 22.

  	
   

  	
  Administrative Agent May Perform

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 23.

  	
   

  	
  The Administrative Agent’s Duties

  	
   

  	
  30

  



 



 i
 









 


	
  Section 24.

  	
   

  	
  Remedies

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 25.

  	
   

  	
  Indemnity and Expenses

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 26.

  	
   

  	
  Amendments; Waivers; Additional Grantors; Etc.

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 27.

  	
   

  	
  Notices and Other Communications; Facsimile Copies

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 28.

  	
   

  	
  Continuing Security Interest; Assignments Under the
  Credit Agreement

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 29.

  	
   

  	
  Release; Termination

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 30.

  	
   

  	
  Execution in Counterparts

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 31.

  	
   

  	
  The Mortgages

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 32.

  	
   

  	
  Governing Law

  	
   

  	
  36

  



 


	
  Schedules

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedules I

  	
  -

  	
  Chief Executive Office, Type of Organization,
  Jurisdiction of Organization and Organizational Identification Number

  
	
  Schedule II

  	
  -

  	
  Pledged Equity and Pledged Debt

  
	
  Schedule III

  	
  -

  	
  Changes in Name, Location, Etc.

  
	
  Schedule IV

  	
  -

  	
  Patents, Trademarks and Trade Names, Copyrights and
  IP Agreements

  
	
  Schedule V

  	
  -

  	
  Securities Accounts; Deposit Accounts; Commodities
  Accounts

  
	
  Schedule VI

  	
  -

  	
  New Locations of Equipment and Inventory

  
	
  Schedule VII

  	
  -

  	
  Excluded Patents

  
	
  Schedule VIII

  	
  -

  	
  Affected IP Collateral

  
	
   

  	
   

  	
   

  
	
  Exhibits

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  -

  	
  Form of Security Agreement Supplement

  
	
  Exhibit B

  	
  -

  	
  Form of Securities Account Control Agreement

  
	
  Exhibit C

  	
  -

  	
  Form of Commodity Account Control Agreement

  
	
  Exhibit D

  	
  -

  	
  Form of Deposit Account Control Agreement

  
	
  Exhibit E

  	
  -

  	
  Form of Intellectual Property Security Agreement

  
	
  Exhibit F

  	
  -

  	
  Form of Intellectual Property Security Agreement
  Supplement

  
	
  Exhibit G

  	
  -

  	
  Form of Consent to Assignment of Letter of Credit
  Rights

  
	
  Exhibit H-1

  	
  -

  	
  Form of Assignment for Government Contract Claims

  
	
  Exhibit H-2

  	
  -

  	
  Form of Notice of Assignment of Government Contract
  Claims

  
	
  Exhibit H-3

  	
  -

  	
  Form of Acknowledgment of Government Contract Claims

  



 



 ii














EXCUTION COPY


AMENDED AND RESTATED SECURITY
AGREEMENT


AMENDED AND RESTATED SECURITY AGREEMENT dated March
29, 2007 made by Alliant Techsystems Inc., a Delaware corporation (the “Borrower”), the other
Persons listed on the signature pages hereof and the Additional Grantors (as
defined in Section 26) (the Borrower, the Persons so listed and the
Additional Grantors being, collectively, the “Grantors”) to Bank of America, N.A., as
administrative agent (in such capacity, together with any successor
administrative agent appointed pursuant to Article IX of the Credit Agreement
(as hereinafter defined), the “Administrative Agent”) for the Secured Parties (as
defined in the Credit Agreement).


PRELIMINARY
STATEMENTS.


(1)           The Borrower entered into a Credit
Agreement dated as of March 31, 2004 (as amended prior to the date hereof, the “Existing Credit Agreement”) with the
Lenders, the Agents and the Arrangers (each as defined therein).


(2)           The Borrower has requested, and the
Lenders have agreed, to amend and restate the Existing Credit Agreement, have
agreed that the existing loans and other obligations outstanding under the
Existing Credit Agreement shall be governed by and deemed to be outstanding
under the amended and restated terms and conditions contained in the Amended
and Restated Credit Agreement (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “Credit
Agreement”), dated as of March 29, 2007 with the Borrower, the
Agents and the Arrangers (each as defined therein).


(3)           Pursuant to the Credit Agreement, the
Grantors are amending and restating this Agreement in order to grant to the
Administrative Agent for the ratable benefit of the Secured Parties a security
interest in the Collateral (as hereinafter defined).


(4)           Each Grantor is the owner of the
shares of stock or other Equity Interests (the “Initial Pledged Equity”) set forth
opposite such Grantor’s name on and as otherwise described in Part I
of Schedule II hereto and issued by the Persons named therein and
of the indebtedness (the “Initial
Pledged Debt”) set forth opposite such Grantor’s name on and as
otherwise described in Part II of Schedule II hereto
and issued by the obligors named therein.


(5)           The Grantors have, and may have from
time to time, security entitlements (the “Pledged Security Entitlements”) with respect
to all the financial assets (the “Pledged Financial Assets”) credited from time
to time to securities accounts, including, as of the date hereof, to the
accounts listed in Part A of Schedule V hereto (collectively, the
“Securities Accounts”).


(6)           The Grantors have opened, and may
open from time to time, deposit accounts with banks, including, as of the date
hereof, the accounts listed in Part B of Schedule V hereto
(collectively, the “Deposit
Accounts”).


(7)           The Grantors have, and may have from
time to time, commodity contracts (the “Pledged Commodity Contracts”) carried from
time to time in commodities accounts,











including, as of the date hereof, to the accounts
listed in Part C of Schedule V hereto (collectively, the “Commodities Accounts”).


(8)           The Borrower has opened a collateral
deposit account, Account No. 12332-07636 (together with any substitute or
additional collateral deposit accounts opened in the name of the Administrative
Agent, collectively, the “Collateral
Account”), with Bank of America, N.A. at its office at 1850
Gateway Boulevard, Concord, California 94520, in the name of the Administrative
Agent and under the sole control and dominion of the Administrative Agent and
subject to the terms of this Agreement.


(9)           It is a condition precedent to the
making of Loans by the Lenders and the issuance of Letters of Credit by the L/C
Issuers under the Credit Agreement and the entry into Secured Hedge Agreements
by the Hedge Banks from time to time that the Grantors shall have granted the
assignment and security interest and made the pledge and assignment
contemplated by this Agreement.


(10)         Each Grantor will derive substantial
direct and indirect benefit from the transactions contemplated by the Loan Documents.


(11)         Terms defined in the Credit Agreement
and not otherwise defined in this Agreement are used in this Agreement as
defined in the Credit Agreement. 
Further, unless otherwise defined in this Agreement or in the Credit Agreement,
terms defined in Article 8 or 9 of the UCC (as defined below) and/or in the
Federal Book Entry Regulations (as defined below) are used in this Agreement as
such terms are defined in such Article 8 or 9 and/or the Federal Book Entry
Regulations.  “UCC” means the
Uniform Commercial Code as in effect, from time to time, in the State of New
York; provided that, if perfection or the effect of perfection or non-perfection
or the priority of any security interest in any Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than the State of
New York, “UCC”
means the Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions hereof relating to such perfection,
effect of perfection or non-perfection or priority.  The term “Federal Book Entry Regulations” means
(a) the federal regulations contained in Subpart B (“Treasury/Reserve Automated Debt Entry System (TRADES)”)
governing book-entry securities consisting of U.S. Treasury bonds, notes and bills
and Subpart D (“Additional Provisions”)
of 31 C.F.R. Part 357, 31 C.F.R. § 357.2, § 357.10 through
§ 357.15 and § 357.40 through § 357.45 and (b) to the extent
substantially identical to the federal regulations referred to in clause (a)
above (as in effect from time to time), the federal regulations governing other
book-entry securities.


NOW, THEREFORE, in consideration of the premises and
in order to induce the Lenders to make Loans and the L/C Issuers to issue
Letters of Credit under the Credit Agreement and to induce the Hedge Banks to
enter into Secured Hedge Agreements from time to time, each Grantor hereby
agrees with the Administrative Agent for the ratable benefit of the Secured
Parties as follows:


Section 1.               Grant of Security.  Each Grantor hereby grants to the
Administrative Agent, for the ratable benefit of the Secured Parties, a
security interest in such Grantor’s right, title and interest in and to the
following, in each case, as to each type of property











described below,
whether now owned or hereafter acquired by such Grantor, wherever located, and
whether now or hereafter existing or arising (collectively, the “Collateral”):


(a)   all equipment in all of its forms, including,
without limitation, all machinery, tools, motor vehicles, vessels, aircraft,
furniture and fixtures, and all parts thereof and all accessions thereto and
all software related thereto, including, without limitation, software that is
embedded in and is part of the equipment (any and all such property being the “Equipment”);


(b)   all inventory in all of its forms, including,
without limitation, (i) all raw materials, work in process, finished goods and
materials used or consumed in the manufacture, production, preparation or
shipping thereof, (ii) goods in which such Grantor has an interest in mass
or a joint or other interest or right of any kind (including, without
limitation, goods in which such Grantor has an interest or right as consignee)
and (iii) goods that are returned to or repossessed or stopped in transit
by such Grantor, and all accessions thereto and products thereof and documents
therefor, and all software related thereto, including, without limitation,
software that is embedded in and is part of the inventory (any and all such
property being the “Inventory”);


(c)   all accounts (including, without limitation,
Government Contract Claims, and health care insurance receivables), chattel
paper (including, without limitation, tangible chattel paper and electronic
chattel paper), instruments (including, without limitation, promissory notes),
deposit accounts, letter-of-credit rights, general intangibles (including,
without limitation, payment intangibles and Government Contract Claims and all
assignable rights and interests related thereto) and all other obligations of
any kind, whether or not arising out of or in connection with the sale or lease
of goods or the rendering of services and whether or not earned by performance,
and all rights now or hereafter existing in and to all supporting obligations
and in and to all security agreements, mortgages, Liens, leases, letters of
credit and other contracts securing or otherwise relating to the foregoing
property (any and all of such accounts, chattel paper, instruments, deposit
accounts, letter-of-credit rights, general intangibles and other obligations,
to the extent not referred to in clause (d), (e) or (f)
below, being the “Receivables”,
and any and all such supporting obligations, security agreements, mortgages,
Liens, leases, letters of credit and other contracts being the “Related Contracts”);


(d)   the following (the “Security Collateral”):


(i)            the Initial Pledged
Equity and the certificates, if any, representing the Initial Pledged Equity,
and all dividends, distributions, return of capital, cash, instruments and
other property from time to time received, receivable or otherwise distributed
in respect of or in exchange for any or all of the Initial Pledged Equity and
all subscription warrants, rights or options issued thereon or with respect
thereto;


(ii)           the Initial Pledged
Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all
interest, cash, instruments and other property from











time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of the Initial Pledged Debt;


(iii)          all additional
shares of stock and other Equity Interests of any Subject Subsidiary or Joint
Venture (except to the extent that the organizational or other governing
documents thereof prohibit such pledge) from time to time acquired by such Grantor
in any manner (such shares and other Equity Interests, together with the
Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if
any, representing such additional shares or other Equity Interests, and all
dividends, distributions, return of capital, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such shares or other Equity
Interests and all subscription warrants, rights or options issued thereon or
with respect thereto; provided that such Grantor shall not be required
to pledge hereunder, and the Pledged Equity shall not include, more than 65% of
the aggregate shares of stock or other Equity Interests of a Foreign Subsidiary
entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)
promulgated under the Internal Revenue Code) (the “Voting Foreign Stock”); provided
further that all of the shares of stock or other Equity Interests of
such Foreign Subsidiary not entitled to vote (within the meaning of Treasury
Regulation Section 1.956-2(c)(2) promulgated under the Internal
Revenue Code) shall be pledged by such Grantor; provided  further
that if, as a result of any change in the tax laws of the United States of America
after the date of this Agreement, the pledge by such Grantor of any additional
shares of Voting Foreign Stock in any such Foreign Subsidiary under this
Agreement would not result in an increase in the net tax liabilities of such
Grantors, then, promptly after the change in such laws, all such additional
shares of Voting Foreign Stock shall be so pledged under this Agreement (for
purposes of this Section 1(d)(iii));


(iv)          all additional
indebtedness in excess of $1,000,000 from time to time owed to such Grantor by
the Borrower or any Subsidiary or Joint Venture of such Grantor (such
indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and
the instruments evidencing such indebtedness (including all intercompany
notes), and all interest, cash, instruments and other property from time to
time received, receivable or otherwise distributed in respect of or in exchange
for any or all of such indebtedness;


(v)           the Securities
Accounts, all Pledged Security Entitlements with respect to all Pledged
Financial Assets from time to time credited to any Securities Account, and all
Pledged Financial Assets, and all dividends, distributions, return of capital,
interest, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such Pledged Security Entitlements or such Pledged Financial Assets and all
subscription warrants, rights or options issued thereon or with respect
thereto;











(vi)          all Commodities Accounts, all Pledged
Commodity Contracts from time to time carried in the Commodities Accounts, and
all value, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such Pledged Commodity Contracts; and


(vii)         all other investment
property (excluding any Equity Interests not required to be, to the extent
constituting a security, granted pursuant to Section 1(d) but otherwise
including, without limitation, all (A) securities, whether certificated or
uncertificated, (B) security entitlements, (C) securities accounts, (D)
commodity contracts and (E) commodities accounts) in which such Grantor has
now, or acquires from time to time hereafter, any right, title or interest in any
manner, and the certificates or instruments, if any, representing or evidencing
such investment property, and all dividends, distributions, return of capital,
interest, distributions, value, cash, instruments and other property from time
to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such investment property and all subscription
warrants, rights or options issued thereon or with respect thereto;


(e)   each agreement and contract (excluding
Government Contracts, but including any subcontracts in respect of any
Government Contracts of any other Person), the IP Agreements (as hereinafter
defined), and each Swap Contract to which such Grantor is now or may hereafter
become a party, in each case as such agreements may be amended, amended and
restated, supplemented or otherwise modified from time to time (collectively,
the “Assigned Agreements”),
including, without limitation, (i) all rights of such Grantor to receive
moneys due and to become due under or pursuant to the Assigned Agreements,
(ii) all rights of such Grantor to receive proceeds of any insurance,
indemnity, warranty or guaranty with respect to the Assigned Agreements,
(iii) claims of such Grantor for damages arising out of or for breach of
or default under the Assigned Agreements and (iv) the right of such
Grantor to terminate the Assigned Agreements, to perform thereunder and to
compel performance and otherwise exercise all remedies thereunder (all such
Collateral being the “Agreement
Collateral”);


(f)    the following (collectively, the “Account Collateral”):


(i)            the Collateral
Account, the L/C Collateral Account (as defined below), all Deposit Accounts
and all funds and financial assets from time to time credited thereto
(including, without limitation, all Cash Equivalents), all interest, dividends,
distributions, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such funds and financial assets, and all certificates and instruments, if
any, from time to time representing or evidencing the Collateral Account, the
L/C Collateral Account, and the Deposit Accounts;


(ii)           all promissory
notes, certificates of deposit, deposits, checks and other instruments from
time to time delivered to or otherwise possessed by the Administrative Agent
for or on behalf of such Grantor, including, without











limitation,
those delivered or possessed in substitution for or in addition to any or all
of the then existing Account Collateral; and


(iii)          all interest,
dividends, distributions, cash, instruments and other property from time to
time received, receivable or otherwise distributed in respect of or in exchange
for any or all of the then existing Account Collateral;


(g)   the following (collectively, the “Intellectual Property Collateral”):


(i)            all patents, patent
applications, utility models and statutory invention registrations, all
inventions claimed or disclosed therein and all improvements thereto (“Patents”);


(ii)           all trademarks,
service marks, domain names, trade dress, logos, designs, slogans, trade names,
business names, corporate names and other source identifiers, whether
registered or unregistered (provided that no security interest shall be
granted in United
States intent-to-use trademark applications to the extent that, and solely
during the period in which, the grant of a security interest therein would
impair the validity or enforceability of such intent-to-use trademark
applications under applicable federal law), together, in each case, with
the goodwill symbolized thereby (“Trademarks”);


(iii)          all copyrights,
including, without limitation, copyrights in Computer Software (as hereinafter
defined), internet web sites and the content thereof, whether registered or
unregistered (“Copyrights”);


(iv)          all computer
software, programs and databases (including, without limitation, source code,
object code and all related applications and data files), firmware and
documentation and materials relating thereto, together with any and all
maintenance rights, service rights, programming rights, hosting rights, test
rights, improvement rights, renewal rights and indemnification rights and any
substitutions, replacements, improvements, error corrections, updates and new
versions of any of the foregoing (“Computer
Software”);


(v)           all confidential
proprietary information, including, without limitation, know-how, trade
secrets, manufacturing and production processes and techniques, inventions,
research and development information, databases and data, including, without
limitation, technical data, financial, marketing and business data, pricing and
cost information, business and marketing plans and customer and supplier lists
and information (collectively, “Trade
Secrets”), and all other intellectual property of any type,
including, without limitation, industrial designs and mask works;


(vi)          all registrations
and applications for registration for any of the foregoing Patents, Trademarks
and Copyrights with any Governmental Authority of the United States, including,
without limitation, those registrations and applications for registration set
forth on Schedule IV hereto (as such Schedule IV may be
supplemented from time to time by supplements to this Agreement, each











such
supplement being substantially in the form of Exhibit F hereto (an “IP Security Agreement Supplement”)
executed by such Grantor to the Administrative Agent from time to time),
together with all reissues, divisions, continuations, continuations-in-part,
extensions, renewals and reexaminations thereof;


(vii)         all tangible
embodiments of the foregoing, all rights in the foregoing provided by
international treaties or conventions, all rights corresponding thereto
throughout the world and all other rights of any kind whatsoever of such Grantor
accruing thereunder or pertaining thereto;


(viii)        all agreements,
permits, consents, orders and franchises relating to the license, development,
use or disclosure of any of the foregoing to which such Grantor, now or
hereafter, is a party or a beneficiary, including, without limitation, the
agreements set forth on Schedule IV hereto (“IP Agreements”); and


(ix)            any and all claims
for damages and injunctive relief for past, present and future infringement,
dilution, misappropriation, violation, misuse or breach with respect to any of
the foregoing, with the right, but not the obligation, to sue for and collect,
or otherwise recover, such damages;


(h)   as may be specifically identified from time
to time pursuant to a supplement to Section 9(c) (collectively, the “Commercial Tort Claims
Collateral”);


(i)    all books and records (including, without
limitation, customer lists, credit files, printouts and other computer output
materials and records) of such Grantor pertaining to any of the Collateral; and


(j)    all proceeds of, collateral for, income,
royalties and other payments now or hereafter due and payable with respect to,
and supporting obligations relating to, any and all of the Collateral
(including, without limitation, proceeds, collateral and supporting obligations
that constitute property of the types described in clauses (a)
through (i) of this Section 1 and this clause (j))
and, to the extent not otherwise included, all (A) payments under
insurance (whether or not the Administrative Agent is the loss payee thereof),
or any indemnity, warranty or guaranty, payable by reason of loss or damage to
or otherwise with respect to any of the foregoing Collateral, (B) tort claims,
including, without limitation, all commercial tort claims and (C) cash.


Notwithstanding the foregoing provisions of this
Section 1, the grant of a security interest as provided herein shall not extend
to, and the term “Collateral” shall not include, as to any Grantor: (1) any
accounts, contracts, licenses or other general intangibles of such Grantor, or
any permits, instruments, or chattel paper of such Grantor, if and to the
extent such account, contract, license, general intangible, permit, instrument
or chattel paper contains restrictions on assignments and the creation of
Liens, or under which such an assignment or Lien would cause a default to occur
under such account, contract, license, general intangible, permit, instrument
of chattel paper (other than to the extent that any such term would be rendered
ineffective pursuant











to [Sections 9-407 or 9-408] of Article 9 of the
Uniform Commercial Code of any relevant jurisdiction or any other applicable
law, including Bankruptcy Law); provided that immediately upon the
ineffectiveness, lapse or termination of any such provision, the Collateral
shall include, and such Grantor shall be deemed to have granted a security
interest in, all such rights, title and interests as if such provision had
never been in effect; (2) the lease of real property by such Grantor as lessee
or sublessee not required to be subject to a Mortgage under (and as such term
is defined in) the Credit Agreement; (3) any property that would otherwise be
included in the Collateral if and to the extent such property consists of
deposits permitted by clause (e) or (f) of Section 7.01 of the Credit
Agreement; (4) any United States intent-to-use trademark or service mark
application to the extent that, and solely during the period in which, the
grant of a security interest therein would impair the validity or
enforceability of such intent-to-use trademark or service mark application
under Federal Law; and (5) any asset subject to a Lien permitted by Sections
7.01(b), (i), (j) or (n) of the Credit Agreement, if and for so long as the
contractual obligation governing such Lien prohibits the Lien of this Agreement
applying to such assets.


Section 2.               Security
for Obligations.  This Agreement
secures, in the case of each Grantor, the payment of all Obligations of such
Grantor now or hereafter existing under the Loan Documents, whether direct or
indirect, absolute or contingent, and whether for principal, reimbursement
obligations, interest, fees, premiums, penalties, indemnifications, contract
causes of action, costs, expenses or otherwise (all such Obligations being the “Secured Obligations”).


Section 3.               Grantors
Remain Liable.  Anything herein to
the contrary notwithstanding, (a) each Grantor shall remain liable under
the contracts and agreements included in such Grantor’s Collateral to the
extent set forth therein to perform all of its duties and obligations
thereunder to the same extent as if this Agreement had not been executed,
(b) the exercise by the Administrative Agent of any of the rights
hereunder shall not release any Grantor from any of its duties or obligations
under the contracts and agreements included in the Collateral and (c) no
Secured Party shall have any obligation or liability under the contracts and
agreements included in the Collateral by reason of this Agreement or any other
Loan Document, nor shall any Secured Party be obligated to perform any of the
obligations or duties of any Grantor thereunder or to take any action to
collect or enforce any claim for payment assigned hereunder.


Section 4.               Government Contract Claims.  (a) 
For purposes of this Agreement and the other Loan Documents, the
following terms shall have the meanings set forth below:


“Assignment of Government Contract
Claims” means an Assignment of Government Claims, in
substantially the form of Exhibit H-1 attached hereto (with such changes
or modification thereto as may be required with any changes or modifications to
the Assignment of Claims Act or the Assignment of Claims Regulations).


“CCR Database” means
the Central Contractor Registration database or the CCR database as used in 48
C.F.R. § 32.805(d)(4) and 48 C.F.R. § 4.1102.


“Notice of Assignment of Government
Contract Claims” means a Notice of Assignment of Government
Claims, in substantially the form of Exhibit H-2 attached hereto (with
such changes or modification thereto as may be required with any changes or











modifications to the
Assignment of Claims Act or the Assignment of Claims Regulations).


(b)   (i)
Other than as required under any of the Loan Documents, no assignments of any
Government Contract Claims have been executed and delivered in favor of any
Person, which were not forwarded to or filed with any Person (including any
Governmental Authority), unless all such assignments and any notices in respect
thereof existing prior to the Restatement Closing Date have been destroyed,
(ii) all assignments of any Government Contract Claims and notices of such
assignments forwarded to or filed with any Person (including any Governmental
Authority) pursuant to 48 CFR Sections 32.802(e) and 32.805(b) on or prior to
the Restatement Closing Date shall have been fully released in accordance with
48 CFR Section 32.805(e), and (iii) there are no other assignments of or Liens
on Government Contract Claims other than as in favor of a Governmental Party in
respect of set-off rights as provided in the Federal Acquisition Regulation.


(c)   With
respect to (x) any Assignable Government Contract Claims in excess of
$40,000,000 under any individual Government Contract of any Grantor, within
forty-five (45) days after entering into such Government Contract, and (y) any Assignable
Government Contract Claims of any or all Grantors that do not then constitute
Assigned Government Contract Claims, if a Specified Default shall have occurred
and be continuing, within thirty (30) days after the request of the
Administrative Agent or the Required Lenders, each applicable Grantor shall
take the following actions with respect to the applicable Government Contracts
and Assignable Government Contract Claims on or prior to the dates indicated
above:


(i)            execute and deliver to the Administrative
Agent two (2) original Assignments of Government Contract Claims and Notices of
Assignment of Government Contract Claims, which shall:


(A)          include a full
description of the applicable Government Contract, including, (1) the contract
number, (2) the date thereof, (3) the Grantor’s name and address as listed on
the contract, (4) the name of the Governmental Party, the name of its office
and its address, and (5) subject to any applicable laws, rules and regulations
or orders relating to national security restricting such description, a
description of the nature of the contract, and


(B)           with respect to each
Assignment of Government Contract Claims, (1) be duly executed by an authorized
officer of such Grantor (other than the secretary or assistant secretary of
such Grantor), (2) be duly attested by the secretary or assistant secretary of
such Grantor, and (3) to the extent not impressed with the corporate seal,
include two (2) certified (by any officer) true and correct copies of the
resolutions of the governing body of such Grantor authorizing the officer
signing the Assignment of Government Contract Claims to execute the same;


(ii)           with respect to each such applicable
Government Contract, provide the name, address and, if reasonably requested by
the Administrative Agent, telephone number of (A) the contracting officer,
administrative contracting officer and, if











reasonably
requested by the Administrative Agent, the agency head of the Governmental
Party with respect to such Government Contract, (B) the surety on any bond
applicable, if any, to such Government Contract (including any surety on any
bond that may be applicable subsequently), and (C) the disbursing officer
designated in such Government Contract to make payment; and


(iii)          notify the Administrative Agent
whether the assignment of such Government Contract Claims would require the
Administrative Agent to register separately in the CCR Database.


(d)   At
any time that any of the following has occurred and is continuing, (x) any
Event of Default under the Credit Agreement, which has not been cured, remedied
or waived within ten (10) days, or, as a result thereof, the Loans and other
Obligations are declared immediately due and payable, (y) any Default under Section
8.01(f) or (g) of the Credit Agreement, or (z) any Event of Default under Section
8.01(a), or, with respect to this Agreement or any Collateral, any Event of
Default under Section 8.01(j) or (l) of the Credit Agreement (any of the
foregoing being a “Trigger Event”),
the Administrative Agent may, at the Grantors’ expense, with respect to the
Assignable Government Contract Claims:


(i)            file and deliver an original Notice
of Assignment of Government Contract Claims with the appropriate number of
copies thereof and with the appropriate attachments as may be required
(including certified copies of the Assignment of Government Contract Claims) by
the Assignment of Claims Act and the Assignment of Claims Regulations to (1)
the contracting officer or the agency head of the Governmental Party with respect
to such Government Contract, (2) if applicable, the surety on any bond
applicable to such Government Contract (including any surety on any bond that
may be delivered subsequently), and (3) the disbursing officer designated in
such Government Contract to make payment, and


(ii)           file, deliver, and record with any
other Person or Governmental Party any other statement, notice, assignment,
instrument, document or agreement or take such other action as may be deemed
necessary or advisable in order to make the assignments of the Assignable
Government Contract Claims in favor of the Administrative Agent for the ratable
benefit of the Secured Parties effective and valid assignments under the
Assignment of Claims Act and the Assignment of Claims Regulations.


Section 5.               Delivery
and Control of Security Collateral. 
(a)  All certificates or instruments representing or
evidencing Security Collateral shall be delivered to and held by or on behalf
of the Administrative Agent pursuant hereto and shall be in suitable form for
transfer by delivery, or shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance satisfactory to the
Administrative Agent.  The Administrative
Agent shall have the right, at any time upon the occurrence and during the
continuance of a Specified Default and with notice thereafter to any Grantor,
to transfer to or to register in the name of the Administrative Agent or any of
its nominees any or all of the Security Collateral, subject only to the revocable
rights specified in Section 16(a) and any applicable laws, rules,
regulations or orders relating to national security).  In addition, the Administrative Agent shall
have the right at any time upon the occurrence and during the continuance of a
Specified Default











to exchange certificates or instruments representing
or evidencing Security Collateral for certificates or instruments of smaller or
larger denominations.


(b)   With
respect to any Security Collateral in which any Grantor has any right, title or
interest and that constitutes an uncertificated security, such Grantor will
cause the issuer thereof, upon the occurrence and during the continuance of a
Specified Default, at the request of the Administrative Agent (except, if such
security is in respect of the Equity Interests of a Subsidiary or a Joint
Venture required to be pledged hereunder), either (i) to register the
Administrative Agent as the registered owner of such security or (ii) to agree
in an authenticated record with such Grantor and the Administrative Agent that
such issuer will comply with instructions with respect to such security
originated by the Administrative Agent without further consent of such Grantor,
such authenticated record to be in form and substance satisfactory to the Administrative
Agent; provided that such instructions (including any “Notice of Exclusive Control”) shall be
withdrawn in the event such Specified Default is no longer continuing.  With respect to any Security Collateral in
which any Grantor has any right, title or interest and that is not an
uncertificated security, upon the request of the Administrative Agent, upon the
occurrence and during the continuance of a Specified Default such Grantor will
notify each such issuer of Security Collateral that such Security Collateral is
subject to the security interest granted hereunder.


(c)   With
respect to any Security Collateral in which any Grantor has any right, title or
interest and that constitutes a security entitlement in which the
Administrative Agent is not the entitlement holder, upon the occurrence and
during the continuance of a Specified Default, at the request of the
Administration Agent, such Grantor will cause the securities intermediary with
respect to such security entitlement either (i) to identify in its records the
Administrative Agent as the entitlement holder of such security entitlement
against such securities intermediary or (ii) to agree in an authenticated
record with such Grantor and the Administrative Agent that such securities
intermediary will comply with entitlement orders (that is, notifications
communicated to such securities intermediary directing transfer or redemption
of the financial asset to which such Grantor has a security entitlement)
originated by the Administrative Agent without further consent of such Grantor,
such authenticated record to be in substantially the form of Exhibit B
hereto or otherwise in form and substance satisfactory to the Administrative
Agent (such agreement being a “Securities
Account Control Agreement”); provided that such entitlement
orders (including any “Notice of Exclusive Control”) shall be withdrawn in the
event such Specified Default is no longer continuing.


(d)   With
respect to any Security Collateral in which any Grantor has any right, title or
interest and that constitutes a commodity contract, upon the occurrence and
during the continuation of a Specified Default, at the request of the
Administrative Agent, such Grantor shall cause the commodity intermediary with
respect to such commodity contract to agree in an authenticated record with
such Grantor and the Administrative agent that such commodity intermediary will
apply any value distributed on account of such commodity contract as directed
by the Administrative agent without further consent of such Grantor, such
authenticated record to be in substantially the form of Exhibit C hereto
or otherwise in form and substance satisfactory to the Administrative agent
(such agreement being a “Commodity
Account Control Agreement”, and all such authenticated records,
together with all Securities Account Control Agreements being, collectively, “Security Control Agreements”);
provided that such directions (including











any “Notice of Exclusive Control”) shall be withdrawn in the event such
Specified Default is no longer continuing.


(e)   Each
Grantor shall cause all Pledged Debt constituting intercompany debt and
evidenced by intercompany promissory notes to be delivered to the
Administrative Agent in accordance with Section 5(a).


Section 6.               Maintaining
the Account Collateral.  So long as
any Loan or any other Obligation of any Loan Party under any Loan Document
shall remain unpaid, any Letter of Credit shall be outstanding, any Secured
Hedge Agreement shall be in effect or any Lender Party shall have any
Commitment:


(a)   If a Specified Default shall have occurred
and be continuing and the Administrative Agent shall have so requested, within
forty-five (45) days after any such request, each Grantor shall (i) cause each
bank with whom a Deposit Account is maintained to agree in a record
authenticated by the Grantor, the Administrative Agent and such bank (a “Pledged Account Bank”),
to comply with instructions originated by the Administrative Agent directing
the disposition of funds in any Account Collateral without the further consent
of the Grantor; provided that such instructions (including any “Notice of Exclusive Control”) shall be
withdrawn in the event such Specified Default shall no longer be continuing and
(ii) waive or subordinate in favor of the Administrative Agent all claims of
the Pledged Account Bank (including, without limitation, claims by way of a
security interest, lien or right of setoff or right of recoupment to the extent
set forth in Exhibit D hereto) to Account Collateral, which
authenticated record shall be substantially in the form of Exhibit D
hereto, or shall otherwise be in form and substance satisfactory to the
Administrative Agent (the “Account
Control Agreement”) or (ii) instruct all account debtors to make
all payments to one or more other Pledged Account Banks by instructing that
such payments be remitted to a post office box which shall be in the name and
under the control of such Pledged Account Bank under a lockbox agreement duly
executed by the Grantor and such Pledged Account Bank, in form and substance
satisfactory to the Administrative Agent. 
Thereafter, each Grantor will maintain all Account Collateral only with
the Administrative Agent or Pledged Account Banks unless such Specified Default
shall no longer be continuing.


(b)   If a Specified Default shall have occurred
and be continuing and the Administrative Agent shall have so requested, within
ten (10 Business Days after any such request, each Grantor will
(i) immediately instruct each Person (including any Governmental Party to
the extent that a Trigger Event has occurred) obligated at any time to make any
payment to such Grantor for any reason (an “Obligor”) to make
such payment to the Collateral Account or, if permitted by the Administrative
Agent, to a Deposit Account maintained with a Pledged Account Bank and/or
(ii) if so requested, deposit in the Collateral Account or, if permitted
by the Administrative Agent, a Deposit Account at the end of each Business Day,
all proceeds of Collateral and all other cash of such Grantor.  If a Specified Default shall have occurred
and be continuing, each Grantor hereby authorizes the Administrative Agent to
notify each Obligor that such payments have been assigned to the Administrative
Agent as collateral hereunder and to instruct











such Obligor
to make all payments to the Collateral Account or as otherwise directed by the
Administrative Agent.


(c)   If a Specified Default shall have occurred
and be continuing, concurrently with or at any time after entering into an
Account Control Agreement with any Pledged Account Bank, if requested by the
Administrative Agent, each Grantor will instruct such Pledged Account Bank to
transfer to the Collateral Account, at the end of each Business Day or such
other frequency as the Administrative Agent may direct, in same day funds, an
amount equal to the credit balance of the Deposit Account in such Pledged
Account Bank.  If any Grantor shall fail
to give any such instructions to any Pledged Account Bank, the Administrative
Agent may do so without further notice to any Grantor.


(d)    During the continuation of any Specified
Default, each Grantor agrees that it will not add any bank that maintains a
deposit account for such Grantor or open any new deposit account with any then
existing Pledged Account Bank unless (i) the Administrative Agent shall have
received at least ten (10) days’ prior written notice of such additional bank
or such new deposit account and (ii) if the Administrative Agent has requested
that the Grantors comply with the requirement of Section 6(a), the
Administrative Agent shall have received, in the case of a bank or Pledged
Account Bank that is not the Administrative Agent, an Account Control Agreement
authenticated by such new bank and such Grantor, or a supplement to an existing
Account Control Agreement with such then existing Pledged Account Bank,
covering such new deposit account (and, upon the receipt by the Administrative
Agent of such Account Control Agreement or supplement, Schedule V hereto
shall be automatically amended to include such Deposit Account).  During the continuation of any Specified
Default, each Grantor agrees that it will not terminate any bank as a Pledged
Account Bank or terminate any Account Collateral, except that the Grantor may
terminate a Deposit Account, and terminate a bank as a Pledged Account Bank
with respect to such Deposit Account, if it gives the Administrative Agent at
least ten (10) days’ prior written notice of such termination (and, upon such
termination, Schedule V hereto shall be automatically amended to
delete such Pledged Account Bank and Deposit Account).


(e)   To the extent Section 6(a) above is
applicable, if during the continuation of any Specified Default, a Grantor
terminates any Deposit Account covered by an Account Control Agreement or any
Pledged Account Bank with respect thereto, such Grantor will immediately, if
the Administrative Agent has required that the Grantors comply with the
provisions of Sections 6(a) and (b), (i) transfer all funds
and property held in such terminated Deposit Account to another Deposit Account
covered by an Account Control Agreement maintained with a Pledged Account Bank
or to the Collateral Account and (ii) notify all Obligors that were making
payments to such Deposit Account to make all future payments to another Deposit
Account maintained with a Pledged Account Bank covered by an Account Control
Agreement or to the Collateral Account, in each case so that the Administrative
Agent shall have a continuously perfected security interest in such Account
Collateral, funds and property.  Each
Grantor agrees to terminate any or all Account Collateral and Account Control
Agreements upon request by the Administrative Agent.











(f)    Upon the occurrence and during the
continuance of a Specified Default, the Administrative Agent shall have sole right
to direct the disposition of funds with respect to each of the Collateral
Account, the L/C Collateral Account, and, if Section 6(a) shall be
applicable, the Deposit Accounts; and it shall be a term and condition of each
of the Collateral Account, the L/C Collateral Account, and the Deposit Accounts
(in the case of Deposit Accounts, only to the extent so directed by the
Administrative Agent to the applicable Pledged Account Bank), notwithstanding
any term or condition to the contrary in any other agreement relating to the
Collateral Account, the L/C Collateral Account or the Deposit Accounts, as the
case may be, that no amount (including, without limitation, interest on Cash
Equivalents credited thereto) will be paid or released to or for the account of,
or withdrawn by or for the account of, the Borrower or any other Person from
the Collateral Account, the L/C Collateral Account or the Deposit Accounts
(only to the extent so directed), as the case may be.


(g)   The Administrative Agent may, at any time and
without notice to, or consent from, the Grantor, if an Event of Default shall
have occurred and be continuing (i) transfer, or direct the transfer of, funds
from the Account Collateral to satisfy the Grantor’s obligations under the Loan
Documents and (ii) transfer, or direct the transfer of, funds from the Deposit
Accounts to the Collateral Account.


(h)   Upon the request by the Administrative Agent
at any time or as otherwise required in order to Cash Collateralize Letters of
Credit pursuant to the Credit Agreement, the Borrower shall immediately open a
letter of credit deposit account (the “L/C Collateral Account”)
with Bank of America, N.A. in the name of the Administrative Agent and under
the sole control and dominion of the Administrative Agreement and subject to
this Agreement.


Section 7.               Investing
of Amounts in the Collateral Account and the L/C Collateral Account.  The Administrative Agent will, subject to the
provisions of Sections 6, 8 and 24, from time to time
(a) invest amounts received with respect to the Collateral Account and the
L/C Collateral Account in such Cash Equivalents credited to (A) the Collateral
Account and the L/C Collateral Account, respectively, as the Borrower may
select and the Administrative Agent may approve or (B) in the case of Cash
Equivalents consisting of Securities Collateral, a securities account in which
the Administrative Agent is the securities intermediary or a securities account
subject to a Securities Account Control Agreement, and (b) invest interest
paid on the Cash Equivalents referred to in clause (a) above, and
reinvest other proceeds of any such Cash Equivalents that may mature or be
sold, in each case in such Cash Equivalents credited in the same manner.  Interest and proceeds that are not invested
or reinvested in Cash Equivalents as provided above shall be deposited and held
in the relevant Collateral Account or L/C Collateral Account.  In addition, the Administrative Agent shall
have the right at any time to exchange such Cash Equivalents for similar Cash
Equivalents of smaller or larger determinations, or for other Cash Equivalents,
credited to the Collateral Account or the L/C Collateral Account, as the case
may be.


Section 8.               Release
of Amounts.  So long as no Specified
Default shall have occurred and be continuing, the Administrative Agent will
pay and release, or direct the applicable Pledged Account Bank to pay and
release, to the Borrower or at its order or, at the











request of the Borrower, to the Administrative Agent
to be applied to the Obligations of the Borrower under the Loan Documents, such
amount, if any, as is then on deposit in the Collateral Account and the L/C
Collateral Account.


Section 9.               Maintaining
Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights and
Giving Notice of Commercial Tort Claims. 
So long as any Loan or any other Obligation of any Loan Party under any
Loan Document shall remain unpaid, any Letter of Credit shall be outstanding,
any Secured Hedge Agreement shall be in effect or any Lender Party shall have any
Commitment, upon the occurrence and during the continuation of a Specified
Default, at the request of the Administrative Agent:


(a)   Each Grantor will maintain all (i) electronic
chattel paper so that the Administrative Agent has control of the electronic
chattel paper in the manner specified in Section 9-105 of the UCC and
(ii) all transferable records so that the Administrative Agent has control of
the transferable records in the manner specified in Section 16 of the Uniform
Electronic Transactions Act, as in effect in the jurisdiction governing such
transferable record (“UETA”);


(b)   Each Grantor will maintain all letter-of-credit
rights assigned to the Administrative Agent, so that the Administrative Agent
has control of the letter-of-credit rights in the manner specified in Section
9-107 of the UCC; and


(c)   Each Grantor will promptly give notice to the
Administrative Agent of any commercial tort claim in excess of $30,000,000 that
arises in the future and will immediately execute or otherwise authenticate a
supplement to this Agreement, and otherwise take all necessary action, to
subject such commercial tort claim to the first priority security interest
created under this Agreement.


Section 10.             Representations and Warranties.  Each Grantor represents and warrants as
follows:


(a)   Such Grantor’s exact legal name, as defined
in Section 9-503(a) of the UCC, is correctly set forth on Schedule
I hereto.  Such Grantor has only the
trade names, listed on Schedule IV hereto.  Such Grantor is located (within the meaning
of Section 9-307 of the UCC) in the jurisdiction set forth
opposite such Grantor’s name on Schedule I hereto and has its chief
executive office and the office in which it maintains the original copies of
each Assigned Agreement and Related Contract to which such Grantor is a party
and all originals of all chattel paper that evidence Receivables of such
Grantor at the address, if not its chief executive office, set forth on Schedule
I hereto.  The information set forth
on Schedule I hereto with respect to such Grantor is true and accurate
in all respects.  For each Grantor, such
Grantor has not since March 31, 2004  changed
its name, location, chief executive office, place where it maintains its
agreements, type of organization, jurisdiction of organization or
organizational and, if applicable, tax identification number from those set
forth on Schedule I hereto except as disclosed on Schedule III
hereto.


(b)   Substantially all Equipment and Inventory of
such Grantor is located at the locations listed on Schedule 5.08(c) to
the Credit Agreement or Schedule VI hereto (other











than Inventory
sold in the ordinary course of business and Equipment located offsite in the
ordinary course of business and Equipment or Inventory having a value, in each
case, of $10,000 or less at any one location). 
All Security Collateral consisting of certificated securities and
instruments have been delivered to the Administrative Agent.  Copies of each Assigned Agreement have been
delivered to the Administrative Agent. 
None of the Receivables or Agreement Collateral is evidenced by a
promissory note or other instrument that has not been delivered to the
Administrative Agent.


(c)   Such Grantor is the legal and beneficial
owner of the Collateral of such Grantor free and clear of any Lien, claim,
option or right of others, except for Permitted Liens.  No effective financing statement or other
instrument similar in effect covering all or any part of such Collateral or
listing such Grantor or any trade name of such Grantor as debtor is on file in
any recording office, except such as may have been filed in favor of the
Administrative Agent relating to the Loan Documents or as otherwise permitted
under the Credit Agreement.


(d)   Such Grantor has exclusive possession and
control of substantially all of the Equipment and Inventory (other than
Equipment and Inventory located on property owned by any Governmental Party and
operated by such Grantor) stored at any leased premises or warehouse.  In the case of Equipment and Inventory
located on leased premises or in warehouses, no lessor or warehouseman of any
premises or warehouse upon or in which such Equipment or Inventory is located
has (i) received notification of any secured party’s interest (other than the
security interest granted hereunder) in such Grantor’s Equipment or Inventory
or (ii) any Lien (other than a Permitted Lien), claim or charge (based on
contract, statute or otherwise) on such Equipment and Inventory.


(e)   The Pledged Equity pledged by such Grantor
hereunder has been duly authorized and validly issued and is fully paid and non-assessable.  With respect to the Pledged Equity that is an
uncertificated security, such Grantor has caused the issuer thereof either (i)
to register the Administrative Agent as the registered owner of such security
or (ii) to agree in an authenticated record with such Grantor and the
Administrative Agent that such issuer will comply with instructions with
respect to such security originated by the Administrative Agent without further
consent of such Grantor.  If such Grantor
is an issuer of Pledged Equity, such Grantor confirms that it has received
notice of such security interest.  The
Pledged Debt pledged by such Grantor hereunder (i) to the extent
representing intercompany indebtedness, is the legal, valid and binding
obligation of the issuers thereof and (ii) to the extent representing
intercompany indebtedness, is evidenced by one or more promissory notes (which
notes have been delivered to the Administrative Agent).


(f)    The Initial Pledged Equity pledged by such
Grantor constitutes the percentage of the issued and outstanding Equity
Interests of the issuers thereof indicated on Schedule II
hereto.  The Initial Pledged Debt
constitutes all of the outstanding Pledged Debt owed to such Grantor by the
issuers thereof and is outstanding in the principal amount indicated on Schedule II
hereto.


(g)   Such Grantor has no deposit accounts, other
than as listed on Schedule V.











(h)   No authorization or approval or other action
by, and no notice to or filing with, any governmental authority or regulatory
body or any other third party is required for (i) the grant by such
Grantor of the security interest granted hereunder or for the execution,
delivery or performance of this Agreement by such Grantor, (ii) the
perfection or maintenance of the security interest created hereunder (including
the first priority nature of such security interest), except for the filing of
financing and continuation statements under the UCC, which financing statements
have been duly filed or will be duly filed immediately after the Restatement
Closing Date, the recordation of the Intellectual Property Security Agreements
referred to in Section 15(f) with the U.S. Patent and Trademark Office
and the U.S. Copyright Office, which Agreements have been duly recorded or will
be duly recorded immediately after the Restatement Closing Date or
(iii) the exercise by the Administrative Agent of its voting or other
rights provided for in this Agreement or the remedies in respect of the
Collateral pursuant to this Agreement, except as may be required in connection
with the disposition of any portion of the Security Collateral by laws
affecting the offering and sale of securities generally and the taking of the
actions described in Section 4(d) with respect to Assignable Government
Contract Claims; provided  however, that the actions described in Sections
5, 6 and 9 with respect to Security Collateral, Account Collateral,
electronic chattel paper, transferable records, letter-of-credit rights and
commercial tort claims respectively, shall be required to the extent set forth
in such Sections upon the occurrence and during the continuance of a Specified
Default.


(i)    As to itself and its Intellectual Property
Collateral:


(i)            To the knowledge of
such Grantor, the operation of such Grantor’s business as currently conducted
or as contemplated to be conducted and the use of the Intellectual Property
Collateral in connection therewith do not conflict with, infringe,
misappropriate, dilute, misuse or otherwise violate, in each case, in any
material respect, the intellectual property rights of any third party; provided,
that a Governmental Party may authorize or may have authorized the use of
intellectual property by any Person (including any Grantor) of a third party
(including any Grantor with respect to its Intellectual Property Collateral)
(such authorizations, “Governmental
IP Authorizations”).


(ii)           Except as would not
reasonably be expected to result in a Material Adverse Effect, such Grantor is
the owner of all right, title and interest in and to the Intellectual Property
Collateral (for the avoidance of doubt, other than intellectual property
licensed under the IP Agreements) used in the operation of its business and is
entitled to use all Intellectual Property Collateral subject only to the terms
of the IP Agreements and Governmental IP Authorizations.


(iii)          As supplemented
pursuant to Section 15(g), the Intellectual Property Collateral set
forth on Part I of Schedule IV hereto includes a true and
complete list of all of the United States patents, patent applications,
material domain names, trademark registrations and applications, copyright
registrations and applications and material IP Agreements owned by such
Grantor.











(iv)          All material
Intellectual Property Collateral used in the operation of its business is
subsisting and has not been adjudged invalid or unenforceable in whole or part,
and to the best of such Grantor’s knowledge, is valid and enforceable.  To the knowledge of such Grantor, there are
no uses of any item of material Intellectual Property Collateral used in the
operation of its business that could be expected to lead to such item becoming
invalid or unenforceable.


(v)           Except as would not
reasonably be expected to result in a Material Adverse Effect, such Grantor has
(A) made or performed all filings, recordings and other acts and has paid all
required fees and taxes to maintain and protect its interest in each and every
item of Intellectual Property Collateral used in the operation of its business
in full force where such Intellectual Property Collateral should be registered
and to protect and maintain its interest therein including, without limitation,
recordations of any of its interests in the Patents and Trademarks with the
U.S. Patent and Trademark Office and recordation of any of its interests in the
Copyrights with the U.S. Copyright Office, except with respect to Excluded
Patents (as defined in Section 15) to the extent provided in Section
15, and (B) used all required statutory notices in connection with its use
of each patent, trademark and copyright in the Intellectual Property
Collateral.


(vi)          No claim, action,
suit, investigation, litigation or proceeding has been asserted or is pending
or, to such Grantor’s knowledge, threatened against such Grantor (i) based
upon or challenging or seeking to deny or restrict the Grantor’s rights in or
use of any of the Intellectual Property Collateral used in the operation of its
business, (ii) alleging that the Grantor’s rights in or use of such
Intellectual Property Collateral or that any services provided by, processes
used by, or products manufactured or sold by, such Grantor infringe,
misappropriate, dilute, misuse or otherwise violate any patent, trademark,
copyright or any other proprietary right of any third party, or
(iii) alleging that such Intellectual Property Collateral is being
licensed or sublicensed in violation or contravention of the terms of any
license or other agreement, that, in any such case, either individually or in
the aggregate, would reasonably be expected to result in a Material Adverse
Effect.  To such Grantor’s knowledge, no
Person is engaging in any activity that infringes, misappropriates, dilutes,
misuses or otherwise violates any material Intellectual Property Collateral
used in the operation of its business or the Grantor’s rights in or use
thereof.  Except as would not reasonably
be expected to result in a Material Adverse Effect, such Grantor has not
granted any release, covenant not to sue or nonassertion assurance, to any
Person with respect to any part of the Intellectual Property Collateral.  The consummation of the transactions
contemplated by the Transaction Documents will not result in the termination or
impairment of any of the Intellectual Property Collateral used in the operation
of its business.


(vii)         Except as would not
reasonably be expected to have a Material Adverse Effect, with respect to each
IP Agreement:  (A) such IP Agreement is
valid and binding and in full force and effect and represents the entire agreement
between the respective parties thereto with respect to the subject matter
thereof;











(B) such IP
Agreement will not cease to be valid and binding and in full force and effect
on terms identical to those currently in effect as a result of the rights and
interest granted herein, nor will the grant of such rights and interest
constitute a breach or default under such IP Agreement or otherwise give any
party thereto a right to terminate such IP Agreement; (C) such Grantor has not
received any notice of termination or cancellation under such IP Agreement; (D)
such Grantor has not received any notice of a breach or default under such IP
Agreement, which breach or default has not been cured; and (E) neither such
Grantor nor, to the knowledge of such Grantor, any other party to such IP
Agreement is in breach or default thereof in any material respect, and no event
(with respect to any event within the control of any other party to such IP
Agreement, to the knowledge of such Grantor) has occurred that, with notice or lapse
of time or both, would constitute such a breach or default or permit
termination, modification or acceleration under such IP Agreement.


(viii)        Except as would not
reasonably be expected to have a Material Adverse Effect, (A) none of the Trade
Secrets of such Grantor has been used, divulged, disclosed or appropriated to
the detriment of such Grantor for the benefit of any other Person other than
such Grantor; (B) no employee, independent contractor or agent of such
Grantor has misappropriated any trade secrets of any other Person in the course
of the performance of his or her duties as an employee, independent contractor
or agent of such Grantor; and (C) no employee, independent contractor or agent
of such Grantor is in default or breach of any term of any employment
agreement, non-disclosure agreement, assignment of inventions agreement or
similar agreement or contract relating in any way to the protection, ownership,
development, use or transfer of such Grantor’s material Intellectual Property
Collateral.


(ix)           Except as would not
reasonably be expected to have a Material Adverse Effect, no Grantor or
Intellectual Property Collateral is subject to any outstanding consent,
settlement, decree, order, injunction, judgment or ruling restricting the use
of any Intellectual Property Collateral or that would impair the validity or
enforceability of such Intellectual Property Collateral.


(x)            Schedule VIII
hereto sets forth the material Intellectual Property Collateral of each Grantor
(the “Affected IP Collateral”)
with respect to which, (i) Liens thereon are outstanding on the Restatement
Closing Date other than pursuant to the Security Documents (the “Existing IP Liens”) and (ii) any
gaps or flaws in title exist on the Restatement Closing Date.   With respect to the Existing IP Liens, (A)
all obligations secured thereby have been satisfied in full, or (B) the
exercise of remedies (including foreclosure) with respect to any Affected IP
Collateral as a result thereof, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect.  Any gaps or flaws in title with respect to
any Affected IP Collateral, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect.











(j)    Each Government Contract to which Section
4(c) applies has been properly approved and executed by the Grantor party
thereto and, to the knowledge of such Grantor, the applicable Governmental
Party.


(k)   Upon the Administrative Agent taking the
actions described in Section 4(d)(i) and, to the extent required by
Subpart 32.805(c) and (d) of the Assignment of Claims Regulations, acknowledged
by the appropriate contracting officer, the Assignment of Government Contract
Claims with respect to each Assignable Government Contract Claims shall
constitute an effective and valid assignment of such Assignable Government
Contract Claims to the extent that an assignment of a Government Claims is
governed by the Assignment of Claims Act and the Assignment of Claims
Regulations, and no other action is required in order to create an effective
and valid assignment of such Assignable Government Contract Claims.  Thereupon, the Administrative Agent may
exercise its rights as set forth in Section 6(b).


;provided  however, that for purposes of
the representations and warranties hereunder, (i) each Schedule referred to in
this Section 10 shall be amended in accordance with Section 6.02(i)(B)
of the Credit Agreement, and (ii) any representation and warranty contained in
this Section 10 to the extent made with specific reference to a specific
Schedule shall be deemed true and correct in all material respects if
such representation and warranty would have been true and correct in all
material respects (A) as of the Restatement Closing Date, or (B) with respect
to any period immediately following the date on which Schedules are
required to be amended pursuant to Section 6.02(i)(B) of the Credit
Agreement, as of the date required to be amended, regardless of whether
actually amended, until the next date required to be so amended, in each case,
solely to the extent any such representation and warranty specifically refers
to a Schedule; provided, further, that if a Specified
Default shall have occurred and be continuing, the Administrative Agent may
require such Schedules to be updated and amended at any time and from
time to time.


Section 11.             Further
Assurances.  (a)  Each Grantor agrees that from time to time,
at the expense of such Grantor, such Grantor will promptly execute and deliver,
or otherwise authenticate, all further instruments and documents, and take all
further action that may be necessary or desirable, or that the Administrative
Agent may reasonably request, to perfect and protect any pledge or security
interest granted or purported to be granted by such Grantor hereunder or to
enable the Administrative Agent to exercise and enforce its rights and remedies
hereunder with respect to any Collateral of such Grantor.  Without limiting the generality of the foregoing,
each Grantor will promptly, with respect to Collateral of such Grantor, subject
to the proviso hereof: (i) mark conspicuously each document included in
Inventory, each chattel paper included in Receivables, each Related Contract,
each Assigned Agreement and, at the request of the Administrative Agent, each
of its records pertaining to such Collateral with a legend, in form and
substance satisfactory to the Administrative Agent, indicating that such
document, chattel paper, Related Contract, Assigned Agreement or Collateral is
subject to the security interest granted hereby; (ii) if any such Collateral
shall be evidenced by a promissory note or other instrument or chattel paper,
deliver and pledge to the Administrative Agent hereunder such note or
instrument or chattel paper duly indorsed and accompanied by duly executed
instruments of transfer or assignment, all in form and substance satisfactory
to the Agent Administrative Agent; (iii) execute or authenticate and file
such financing or continuation statements, or amendments thereto, and such
other instruments or
















notices, as may be necessary or desirable, or as the
Agent Administrative Agent may reasonably request, in order to perfect and
preserve the security interest granted or purported to be granted by such
Grantor hereunder; (iv) subject to Section 4(d), deliver, file and
record any statement, notice, assignment, instrument, document, agreement or
other paper or take any other action, as may be necessary or desirable, or as
the Administrative Agent may request, in order to create, preserve, perfect,
confirm or validate the security interest granted hereunder in Assignable
Government Contract Claims and exercise any right in respect thereof; (v)
deliver and pledge to the Administrative Agent for benefit of the Secured
Parties certificates representing Security Collateral that constitutes
certificated securities, accompanied by undated stock or bond powers executed
in blank; (vi) in accordance with Section 6(a), take all action
necessary to ensure that the Administrative Agent has control of Collateral
consisting of deposit accounts, (vii) take all action necessary to ensure that
the Administrative Agent has control of collateral consisting of electronic
chattel paper, investment property, letter-of-credit rights and transferable
records as provided in Sections 9-104, 9-105, 9-106 and 9-107 of
the UCC and in Section 16 of UETA; (viii) cause the Administrative Agent
to be the beneficiary under all letters of credit that constitute Collateral,
with the exclusive right to make all draws under such letters of credit, and
with all rights of a transferee under Section 5-114(e) of the UCC; and
(ix) deliver to the Administrative Agent evidence that all other action
that the Administrative Agent may deem reasonably necessary or desirable to
perfect and protect the security interest created by such Grantor under this
Agreement has been taken; provided that clauses (i), (vi),  (vii) and (viii) shall only apply upon
the occurrence and during the continuation of a Specified Default and clause
(ii) shall apply only upon (except with respect to obligations owing from
any Subsidiary or Joint Venture) the occurrence and during the continuation of
a Specified Default.  From time to time
upon request by the Administrative Agent, each Grantor will, at such Grantor’s
expense, cause to be delivered to the Administrative Agent, for the benefit of
the Secured Parties, an opinion of counsel, from outside counsel reasonably
satisfactory to the Administrative Agent, as to such matters relating to the
transactions contemplated hereby as the Administrative Agent may reasonably
request.


(b)   Each
Grantor hereby authorizes the Administrative Agent to file one or more
financing or continuation statements, and amendments thereto, including,
without limitation, one or more financing statements indicating that such
financing statements cover all assets or all personal property (or words of
similar effect) of such Grantor, in each case without the signature of such
Grantor, and regardless of whether any particular asset described in such
financing statements falls within the scope of the UCC or the granting clause
of this Agreement.  A photocopy or other
reproduction of this Agreement or any financing statement covering the
Collateral or any part thereof shall be sufficient as a financing statement
where permitted by law.  Each Grantor
ratifies its authorization for the Administrative Agent to have filed such
financing statements, continuation statements or amendments filed prior to the
date hereof.


(c)   Each
Grantor will furnish to the Administrative Agent from time to time statements
and schedules further identifying and describing the Collateral of such Grantor
and such other reports in connection with such Collateral as the Administrative
Agent may reasonably request, all in reasonable detail.


Section 12.    As
to Equipment and Inventory.  (a)  Each Grantor will keep the Equipment and
Inventory of such Grantor (other than Inventory sold in the ordinary course of 













business
and Equipment located offsite in the ordinary course of business and Equipment
or Inventory having a value, in each case, of $10,000 or less at any one
location) at the places therefor specified on Schedule 5.08 to the
Credit Agreement or Schedule VI hereto or, upon written notice to
the Administrative Agent, at such other places designated by the Grantor in
such notice.  Upon the giving of such
notice, such new locations will be automatically added to Schedule VI hereto.


(b)   Each
Grantor will promptly furnish to the Administrative Agent a statement
respecting any loss or damage exceeding $10,000,000 to any of the Equipment or
Inventory of such Grantor.


Section 13.    Insurance.  (a) 
Each Grantor will, at its own expense, maintain insurance with respect
to the Equipment and Inventory of such Grantor in such amounts, against such
risks, in such form and with such insurers, as shall be reasonably satisfactory
to the Administrative Agent from time to time. 
Each policy of each Grantor for liability insurance shall provide for
all losses to be paid on behalf of the Administrative Agent and such Grantor as
their interests may appear.  All losses
with respect to property damage insurance shall be paid to (x) the
Administrative Agent at any time that a Specified Default shall have occurred
and be continuing or if a Material Adverse Effect shall have occurred, such
amounts shall be held and applied in accordance with subsection (c) of
this Section 13, and (y) otherwise to the Borrower or applicable
Grantor.  Each such policy shall in
addition (i) name the Borrower or the applicable Grantor and the Administrative
Agent as insured parties thereunder (without any representation or warranty by
or obligation upon the Administrative Agent) as their interests may appear,
(ii) contain the agreement by the insurer that any loss payable thereunder
shall be payable to the Administrative Agent notwithstanding any action,
inaction or breach of representation or warranty by such Grantor, (iii) provide
that there shall be no recourse against the Administrative Agent for payment of
premiums or other amounts with respect thereto and (iv) provide for prior
written notice of cancellation or of lapse shall be given to the Administrative
Agent by the insurer to the extent provided in Section 6.07 of the
Credit Agreement.  Each Grantor will, if
so requested by the Administrative Agent, deliver to the Administrative Agent
original or duplicate policies of such insurance and, as often as the
Administrative Agent may reasonably request, a report of a reputable insurance
broker with respect to such insurance.


(b)   Notwithstanding
any other provision of this Agreement, reimbursement under any liability
insurance maintained by any Grantor pursuant to this Section 13 may be
paid directly to the Person bringing a claim against such Grantor or to the
firm or person providing defense against such claim.  In case of any loss involving damage to
Equipment or Inventory when subsection (c) of this Section 13 is
not applicable, the applicable Grantor will make or cause to be made the
necessary repairs to or replacements of such Equipment or Inventory or other
purchases in accordance with Section 2.05(b)(i) of the Credit Agreement,
and any proceeds of insurance properly received by or released to such Grantor
shall be used by such Grantor, except as otherwise required hereunder or by the
Credit Agreement, to pay or as reimbursement for the costs of such repairs or
replacements.


(c)   So
long as no Specified Default shall have occurred and be continuing, all
insurance payments received by the Administrative Agent in connection with any
loss, damage or destruction of any Inventory or Equipment will be released by
the Administrative Agent to the 













Borrower or the applicable Grantor to be applied in accordance with Section
2.05(b)(i) of the Credit Agreement. 
Upon the occurrence and during the continuance of any Specified Default,
all insurance payments in respect of such Equipment or Inventory shall be paid
to the Administrative Agent and shall, in the Administrative Agent’s sole
discretion, (i) be released to the Borrower or the applicable Grantor to be
applied as set forth in the first sentence of this subsection (c) or
(ii) be held as additional Collateral hereunder or applied as specified in Section
24(b).


Section 14.    Post-Closing
Changes; Bailees; Collections on Assigned Agreements, Receivables and Related
Contracts.  (a)  No Grantor will change its name, type of
organization, jurisdiction of organization, organizational identification
number or location from those set forth in Section 10(a) of this
Agreement without first giving at least ten (10) days’ prior written notice to
the Administrative Agent and taking all action required by the Administrative
Agent for the purpose of perfecting or protecting the security interest granted
by this Agreement.  No Grantor will change
the location of the Equipment and Inventory or the place where it keeps the
originals of the Assigned Agreements and Related Contracts to which such Grantor is a party and all originals of
all chattel paper that evidence Receivables of such Grantor from the locations
therefor specified in Sections 10(a) and 10(b) without first
giving the Administrative Agent thirty (30) days’ prior written notice of such
change.  Except in connection with
transactions permitted under Sections 7.04(a) and (b) of the
Credit Agreement in favor of a Grantor, no Grantor will become bound by a
security agreement with respect to the Collateral authenticated by another
Person (determined as provided in Section 9-203(d) of the UCC)
without giving the Administrative Agent thirty (30) days’ prior written notice
thereof and taking all action required by the Administrative Agent to ensure
that the perfection and first priority nature of the Administrative Agent’s
security interest in the Collateral will be maintained.  Each Grantor will hold and preserve its
records relating to the Collateral, including, without limitation, the Assigned
Agreements and Related Contracts, and will permit representatives of the
Administrative Agent at any time during normal business hours to inspect and
make abstracts from such records and other documents in accordance with Section
6.10 of the Credit Agreement.  If any
Grantor does not have an organizational identification number and later obtains
one, it will forthwith notify the Administrative Agent of such organizational
identification number.


(b)   If
a Specified Default shall have occurred and be continuing and if any Collateral
of any Grantor is at any time in the possession or control of a warehouseman,
bailee or agent, and the Administrative Agent so requests such Grantor will (i)
notify such warehouseman, bailee or agent of the security interest created
hereunder, (ii) instruct such warehouseman, bailee or agent to hold all
such Collateral solely for the Administrative Agent’s account subject only to
the Administrative Agent’s instructions, (iii) use commercially reasonable
efforts, to cause such warehouseman, bailee or agent to authenticate a record
acknowledging that it holds possession of such Collateral for the
Administrative Agent’s benefit and shall act solely on the instructions of the
Administrative Agent without the further consent of the Grantor or any other
Person, and (iv) make such authenticated record available to the
Administrative Agent.


(c)   Except
as otherwise provided in this subsection (c), each Grantor will continue
to collect, at its own expense, all amounts due or to become due such Grantor
under the Assigned Agreements, Receivables and Related Contracts.  In connection with such collections, 













such Grantor may take (and, upon the occurrence and during the
continuance of a Specified Default at the Administrative Agent’s direction,
will take) such action as such Grantor or the Administrative Agent may deem
necessary or advisable to enforce collection of the Assigned Agreements,
Receivables and Related Contracts; provided, however, that the
Administrative Agent shall have the right at any time, upon the occurrence and
during the continuance of a Specified Default and written notice to such
Grantor of its intention to do so, to notify the Obligors under any Assigned
Agreements, Receivables and Related Contracts of the assignment of such
Assigned Agreements, Receivables (subject, in the case of Government Contract
Claims, to Section 4(d)) and Related Contracts to the Administrative
Agent and to direct such Obligors to make payment of all amounts due or to
become due to such Grantor thereunder directly to the Administrative Agent and,
upon such notification and at the expense of such Grantor, to enforce
collection of any such Assigned Agreements, Receivables and Related Contracts, to
adjust, settle or compromise the amount or payment thereof, in the same manner
and to the same extent as such Grantor might have done, and to otherwise
exercise all rights with respect to such Assigned Agreements, Receivables and
Related Contracts, including, without limitation, those set forth set forth in Section
9-607 of the UCC.  After receipt by
any Grantor of the notice from the Administrative Agent referred to in the
proviso to the preceding sentence, (i) all amounts and proceeds
(including, without limitation, instruments) received by such Grantor in
respect of the Assigned Agreements, Receivables and Related Contracts of such
Grantor shall be received in trust for the benefit of the Administrative Agent
hereunder, shall be segregated from other funds of such Grantor and shall be
forthwith paid over to the Administrative Agent in the same form as so received
(with any necessary indorsement) to be deposited in the Collateral Account and
either (A) released to such Grantor on the terms set forth in Section 8
so long as no Specified Default shall have occurred and be continuing or (B) if
an Event of  Default shall have occurred
and be continuing, applied as provided in Section 24(b) and (ii)
such Grantor will not adjust, settle or compromise the amount or payment of any
Receivable or amount due on any Assigned Agreement or Related Contract, release
wholly or partly any Obligor thereof, or allow any credit or discount
thereon.  No Grantor will permit or
consent to the subordination of its right to payment under any of the Assigned
Agreements, Receivables and Related Contracts to any other indebtedness or
obligations of the Obligor thereof.


Section 15.    As
to Intellectual Property Collateral. 
(a)  Except as otherwise provided
in this subsection (a), with respect to each item of its Intellectual
Property Collateral material to the operation of the business of such Grantor,
each Grantor agrees to take, at its expense, all necessary steps, including,
without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright
Office and any other governmental authority, to (i) maintain the validity and
enforceability of such Intellectual Property Collateral and maintain such
Intellectual Property Collateral in full force and effect, and (ii) pursue the
registration and maintenance of each patent, trademark, or copyright
registration or application, now or hereafter included in such Intellectual
Property Collateral of such Grantor, including, without limitation, the payment
of required fees and taxes, the filing of responses to office actions issued by
the U.S. Patent and Trademark Office, the U.S. Copyright Office or other
governmental authorities, the filing of applications for renewal or extension,
the filing of affidavits under Sections 8 and 15 of the U.S.
Trademark Act, the filing of divisional, continuation, continuation-in-part,
reissue and renewal applications or extensions, the payment of maintenance fees
and the participation in interference, reexamination, opposition, cancellation,
infringement and misappropriation proceedings; provided, with respect to
each Patent listed on Schedule VII hereto, to the extent (A) such Patent














is no longer material to
and has no material value to the operation of the business of any Grantor, (B)
the Borrower and the other Grantors have made a commercially reasonable
decision to abandon such Patent or permit such Patent to lapse or expire, and
(C) the lapse, expiration or abandonment of such Patents, either individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, the Grantors shall not be required to prosecute or maintain any
such Patents (collectively, the “Excluded Patents”) in accordance with this Section
15(a).  Other than Excluded Patents,
no Grantor shall, without the written consent of the Administrative Agent,
discontinue use of or otherwise abandon any Intellectual Property Collateral,
or abandon any right to file an application for patent, trademark, or
copyright, except for any Intellectual Property Collateral that such Grantor
shall have determined in its commercially reasonable judgment is no longer
material to the operation of its business so long as such discontinuance or
abandonment would not, individually or in the aggregate, be reasonably expected
to result in a Material Adverse Effect.


(b)   Each Grantor agrees promptly to notify the
Administrative Agent if such Grantor becomes aware (i) that any material item
of the Intellectual Property Collateral has become abandoned, placed in the
public domain, invalid or unenforceable, or of any material adverse
determination or development regarding such Grantor’s ownership of any of the
material Intellectual Property Collateral or its right to register the same or
to keep and maintain and enforce the same, or (ii) of any material adverse
determination or the institution of any proceeding (including, without
limitation, the institution of any proceeding in the U.S. Patent and Trademark
Office or any court) regarding any material item of the Intellectual Property
Collateral.


(c)   In the event that any Grantor becomes aware
that any material item of the Intellectual Property Collateral is being
infringed or misappropriated by a third party, such Grantor shall promptly
notify the Administrative Agent and shall take such actions, at its expense, as
are reasonable and appropriate under the circumstances to protect or enforce
such Intellectual Property Collateral, including, without limitation, suing for
infringement or misappropriation and for an injunction against such infringement
or misappropriation.


(d)   Except as would not reasonably be expected to
result in a Material Adverse Effect, each Grantor shall use all required
statutory notices in connection with its use of each item of its Intellectual
Property Collateral.  No Grantor shall do
or permit any act or knowingly omit to do any act whereby any of its material
Intellectual Property Collateral may lapse or become invalid or unenforceable
or placed in the public domain other than as permitted under Section 15(a)
hereof.


(e)   Each Grantor shall take all steps reasonable
and appropriate under the circumstances to preserve and protect each material
item of its Intellectual Property Collateral, including, without limitation,
where reasonable and appropriate maintaining the quality of any and all
products or services used or provided in connection with any of the Trademarks,
consistent with the quality of the products and services as of the date hereof,
and taking all steps necessary to ensure that all licensed users of any of the Trademarks
use such consistent standards of quality, except as permitted under Section
15(a) hereof.













(f)    With respect to its Intellectual Property
Collateral, each Grantor agrees to execute or otherwise authenticate an
agreement, in substantially the form set forth in Exhibit E hereto or
otherwise in form and substance satisfactory to the Administrative Agent (an “Intellectual Property Security Agreement”),
for recording the security interest granted hereunder to the Administrative
Agent in such Intellectual Property Collateral with the U.S. Patent and
Trademark Office, the U.S. Copyright Office and any other United States
governmental authorities necessary to perfect the security interest hereunder
in such Intellectual Property Collateral other than with respect to Excluded
Patents.


(g)   Each Grantor agrees that should it obtain an
ownership interest in any item of the type set forth in Section 1(g)
that is not on the date hereof a part of the Intellectual Property Collateral
(“After-Acquired
Intellectual Property”) (i) the provisions of this Agreement
shall automatically apply thereto, and (ii) any such After-Acquired
Intellectual Property and, in the case of trademarks, the goodwill symbolized
thereby, shall automatically become part of the Intellectual Property
Collateral subject to the terms and conditions of this Agreement with respect
thereto.  Each Grantor shall give, within
thirty (30) days after the end of each calendar quarter, written notice to the
Administrative Agent identifying any United States registered or applied for
After-Acquired Intellectual Property, and such Grantor shall execute and
deliver to the Administrative Agent with such written notice, or otherwise
authenticate, an agreement substantially in the form of Exhibit F hereto
or otherwise in form and substance satisfactory to the Administrative Agent (an
“IP Security Agreement Supplement”)
covering such After-Acquired Intellectual Property which IP Security
Agreement Supplement shall be recorded with the U.S. Patent and Trademark
Office, the U.S. Copyright Office and any other United States governmental
authorities necessary to perfect the security interest hereunder in such After-Acquired
Intellectual Property.


(h)   Each Grantor shall take, or cause to be
taken, all appropriate action, do or cause to be done all things necessary,
proper, or advisable under applicable laws, and execute and deliver such
documents and other papers, as may be required, at its expense, to take each of
the following actions as soon as reasonably practicable: (i) release all
Existing IP Liens in and to any item of Affected IP Collateral and record
and/or file such releases or take such other actions as may be necessary to
effect such release, (ii) remedy all material gaps and flaws in the chain of
title of any Affected IP Collateral, in each case, including, without
limitation, in the U.S. Patent and Trademark Office and any other U.S.
governmental authority, and (iii) deliver copies of such documents evidencing
all such actions to the Administrative Agent; provided, that if the
Borrower or the applicable Grantor provides a certificate of a Responsible
Officer, with respect to one or more items of Affected IP Collateral,
representing and warranting that:


(A)
the Borrower and such Grantor have used commercially reasonable efforts to
effect the foregoing and notwithstanding such efforts, have been unable to
obtain such release or remedy such gaps and flaws, as the case may be, and


(B)
the failure to obtain such release or remedy such gap and flaw, as the case may
be, (1) does not relate to any Intellectual Property Collateral that is
material to the conduct of such Grantor’s business, (2) would not adversely
affect the Secured Parties’ rights and interests in the Intellectual Property
Collateral, taken as a whole, in any material respect, except to the extent
that any Existing IP Liens secure obligations not













prohibited by Credit
Agreement, and (3) individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect,


the Administrative Agent shall countersign such
certificate which shall be a confirmation that the requirements of this Section
15(h) are discharged solely with respect to the Affected IP Collateral
described on such certificate.  In any
event, the Administrative Agent may from time to time at reasonable intervals
inquire as to the status of the Grantors’ progress in complying with this Section
15(h).


Section 16.    Voting
Rights; Dividends; Etc.  (a)  So long as no Event of Default shall have
occurred and be continuing:


(i)       Each Grantor shall be entitled to
exercise any and all voting and other consensual rights pertaining to the
Security Collateral of such Grantor or any part thereof; provided,  however,
that such Grantor will not exercise or refrain from exercising any such right
if such action would have a material adverse effect on the value of the
Security Collateral or any part thereof.


(ii)      Each Grantor shall be entitled to receive
and retain any and all dividends, interest and other distributions paid in
respect of the Security Collateral of such Grantor if and to the extent that
the payment thereof is not otherwise prohibited by the terms of the Loan
Documents; provided, however, that any and all


(A)      dividends, interest and
other distributions paid or payable other than in cash in respect of, and
instruments and other property received, receivable or otherwise distributed in
respect of, or in exchange for, any Security Collateral,


(B)       except in connection
with transactions permitted under Sections 7.04(a) and (b) of the
Credit Agreement, dividends and other distributions paid or payable other than
in cash in respect of any Security Collateral in connection with a partial or
total liquidation or dissolution or in connection with a reduction of capital,
capital surplus or paid-in-surplus and


(C)       amounts paid, payable or
otherwise distributed other than in cash in respect of principal of, or in
redemption of, or in exchange for, any Security Collateral


shall be, and shall be
forthwith delivered to the Administrative Agent to hold as, Security Collateral
and shall, if received by such Grantor, be received in trust for the benefit of
the Administrative Agent, be segregated from the other property or funds of
such Grantor and be forthwith delivered to the Administrative Agent as Security
Collateral in the same form as so received (with any necessary indorsement).


(iii)     The Administrative Agent will execute and
deliver (or cause to be executed and delivered) to each Grantor all such
proxies and other instruments as such Grantor may reasonably request for the
purpose of enabling such Grantor to exercise the voting and other rights that
it is entitled to exercise pursuant to paragraph (i) above and to 













receive the
dividends or interest payments that it is authorized to receive and retain
pursuant to paragraph (ii) above.


(b)   Upon
the occurrence and during the continuance of an Event of Default and subject to
any applicable laws, rules and regulations or orders relating to national
security:


(i)       All rights of each Grantor (x) to exercise
or refrain from exercising the voting and other consensual rights that it would
otherwise be entitled to exercise pursuant to Section 16(a)(i) shall,
upon notice to such Grantor by the Administrative Agent, cease and (y) to
receive the dividends, interest and other distributions that it would otherwise
be authorized to receive and retain pursuant to Section 16(a)(ii) shall
automatically cease, and all such rights shall thereupon become vested in the
Administrative Agent, which shall thereupon have the sole right to exercise or
refrain from exercising such voting and other consensual rights and to receive
and hold as Security Collateral such dividends, interest and other
distributions.


(ii)      All dividends, interest and other
distributions that are received by any Grantor contrary to the provisions of
paragraph (i) of this Section 16(b) shall be received in trust for the
benefit of the Administrative Agent, shall be segregated from other funds of
such Grantor and shall be forthwith paid over to the Administrative Agent as
Security Collateral in the same form as so received (with any necessary
indorsement).


(iii)     The Administrative Agent shall be
authorized to send to each Securities Intermediary (as defined in and under any
Security Control Agreement) a Notice of Exclusive Control (as defined in and
under such Security Control Agreement).


Section 17.    As
to the Assigned Agreements.  (a)  Each Grantor will, except where the failure
to do so is not likely to have a Material Adverse Effect, perform and observe
all terms and provisions of the Assigned Agreements to be performed or observed
by it, to the extent it has the power to do so, maintain the Assigned
Agreements to which it is a party in full force and effect and enforce the
Assigned Agreements to which it is a party in accordance with the terms
thereof.


(b)   Each
Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the
assignment and pledge to the Administrative Agent for benefit of the Secured
Parties of each Assigned Agreement to which it is a party by any other Grantor
hereunder.


Section 18.    Payments
Under the Assigned Agreements. 
(a)  Upon the occurrence and
during the continuation of a Specified Default at the request of the
Administrative Agent, each Grantor agrees to instruct each other party to each
Assigned Agreement (or such Assigned Agreements as the Administrative Agent
shall specify) to which it is a party that all payments due or to become due
under or in connection with such Assigned Agreement will be made directly to
the Collateral Account.


(b)   All
moneys received or collected pursuant to subsection (a) above shall be
(i) released to the applicable Grantor on the terms set forth in Section 8
so long as no Specified Default shall have occurred and be continuing or (ii)
if any Event of Default shall have occurred and be continuing, applied as
provided in Section 24(b).













Section 19.    As
to Letter-of-Credit Rights. 
(a)  Each Grantor, by granting a
security interest in its Receivables consisting of letter-of-credit
rights to the Administrative Agent, intends to (and hereby does) assign to the
Administrative Agent its rights (including its contingent rights) to the
proceeds of all Related Contracts consisting of letters of credit of which it
is or hereafter becomes a beneficiary or assignee.  Upon the occurrence and during the
continuation of a Specified Default, at the request of the Administrative
Agent, each Grantor will promptly cause the issuer of each letter of credit and
each nominated person (if any) with respect thereto to consent to such
assignment of the proceeds thereof in substantially the form of the Consent to
Assignment of Letter of Credit Rights attached hereto as Exhibit G or
otherwise in form and substance satisfactory to the Administrative Agent and
deliver written evidence of such consent to the Administrative Agent.


(b)   Upon
the occurrence of and during the continuance of a Specified Default, each
Grantor will, promptly upon request by the Administrative Agent, (i) notify
(and such Grantor hereby authorizes the Administrative Agent to notify) the
issuer and each nominated person with respect to each of the Related Contracts
consisting of letters of credit that the proceeds thereof have been assigned to
the Administrative Agent hereunder and any payments due or to become due in
respect thereof are to be made directly to the Administrative Agent or its
designee and (ii) arrange for the Administrative Agent to become the transferee
beneficiary of letter of credit.


Section 20.    Additional
Shares.  (a) Each Grantor agrees that
it will (i) cause each issuer of the Pledged Equity pledged by such
Grantor not to issue any Equity Interests or other securities in addition to or
in substitution for the Pledged Equity issued by such issuer, except to such
Grantor or otherwise in accordance with the terms of the Loan Documents, and
(ii) except as set forth in Section 1(d)(iii), pledge hereunder,
immediately upon its acquisition (directly or indirectly) thereof, any and all
additional Equity Interests or other securities.


Section 21.    Administrative
Agent Appointed Attorney-in-Fact.  Each Grantor hereby irrevocably appoints the
Administrative Agent such Grantor’s attorney-in-fact from time to
time upon the occurrence and during the continuance of a Specified Default with
full authority in the place and stead of such Grantor and in the name of such
Grantor or otherwise, in the Administrative Agent’s discretion, to take any
action and to execute any instrument that the Administrative Agent may deem
necessary or advisable to accomplish the purposes of this Agreement, including,
without limitation:


(a)   to obtain and adjust insurance required to be
paid to the Administrative Agent pursuant to Section 13,


(b)   to ask for, demand, collect, sue for,
recover, compromise, receive and give acquittance and receipts for moneys due
and to become due under or in respect of any of the Collateral,


(c)   to receive, indorse and collect any drafts or
other instruments, documents and chattel paper, in connection with clause
(a) or (b) above, and













(d)   to file any claims or take any action or
institute any proceedings that the Administrative Agent may deem necessary or
desirable for the collection of any of the Collateral or otherwise to enforce
compliance with the terms and conditions of any Assigned Agreement or the
rights of the Administrative Agent with respect to any of the Collateral.


Section 22.    Administrative
Agent May Perform.  If any Grantor
fails to perform any agreement contained herein, the Administrative Agent may,
but without any obligation to do so and without notice, itself perform, or
cause performance of, such agreement, and the expenses of the Administrative
Agent incurred in connection therewith shall be payable by such Grantor under Section 25.


Section 23.    The
Administrative Agent’s Duties.  (a)  The powers conferred on the Administrative
Agent hereunder are solely to protect the Secured Parties’ interest in the
Collateral and shall not impose any duty upon it in such capacity to exercise
any such powers.  Except for the safe
custody of any Collateral in its possession and the accounting for moneys
actually received by it hereunder, the Administrative Agent shall have no duty
as to any Collateral, as to ascertaining or taking action with respect to
calls, conversions, exchanges, maturities, tenders or other matters relative to
any Collateral, whether or not any Secured Party has or is deemed to have
knowledge of such matters, or as to the taking of any necessary steps to
preserve rights against any parties or any other rights pertaining to any Collateral.  The Administrative Agent shall be deemed to
have exercised reasonable care in the custody and preservation of any
Collateral in its possession if such Collateral is accorded treatment
substantially equal to that which it accords its own property.


(b)   Anything contained herein to the contrary
notwithstanding, the Administrative Agent may from time to time, when the
Administrative Agent deems it to be necessary, appoint one or more subagents
(each, a “Subagent”)
for the Administrative Agent hereunder with respect to all or any part of the
Collateral.  If the Administrative Agent
so appoints any Subagent with respect to any Collateral, (i) the assignment and
pledge of such Collateral and the security interest granted in such Collateral
by each Grantor hereunder shall be deemed for purposes of this Security
Agreement to have been made to such Subagent, in addition to the Administrative
Agent, for the ratable benefit of the Secured Parties, as security for the
Secured Obligations of such Grantor, (ii) such Subagent shall automatically be
vested, in addition to the Administrative Agent, with all rights, powers,
privileges, interests and remedies of the Administrative Agent hereunder with
respect to such Collateral, and (iii) the term “Administrative Agent,” when
used herein in relation to any rights, powers, privileges, interests and
remedies of the Administrative Agent with respect to such Collateral, shall
include such Subagent; provided, however, that no such Subagent
shall be authorized to take any action with respect to any such Collateral
unless and except to the extent expressly authorized in writing by the
Administrative Agent.


Section 24.    Remedies.  If any Event of Default shall have occurred
and be continuing:


(a)   The
Administrative Agent may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it
(including any applicable laws, rules and regulations or orders relating to
national 













security), all the rights and remedies of a
secured party upon default under the UCC (whether or not the UCC applies to the
affected Collateral) and also may: 
(i) require each Grantor to, and each Grantor hereby agrees that it
will at its expense and upon request of the Administrative Agent forthwith,
assemble all or part of the Collateral as directed by the Administrative Agent
and make it available to the Administrative Agent at a place and time to be
designated by the Administrative Agent that is reasonably convenient to both
parties; (ii) without notice except as specified below, sell the
Collateral (subject to any applicable laws, rules and regulations or orders
relating to national security) or any part thereof in one or more parcels at
public or private sale, 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; (iii)
occupy any premises owned or leased by any of the Grantors where the Collateral
or any part thereof is assembled or located for a reasonable period in order to
effectuate its rights and remedies hereunder or under law, without obligation
to such Grantor in respect of such occupation; and (iv) exercise any and all
rights and remedies of any of the Grantors under or in connection with the
Collateral, or otherwise in respect of the Collateral, including, without
limitation, (A) any and all rights of such Grantor to demand or otherwise
require payment of any amount under, or performance of any provision of, the
Assigned Agreements, the Receivables (subject in the case of Government
Contract Claims, to Section 4(d)), the Related Contracts and the other
Collateral, (B) withdraw, or cause or direct the withdrawal, of all funds
with respect to the Account Collateral and (C) exercise all other rights and
remedies with respect to the Assigned Agreements, the Receivables, the Related
Contracts and the other Collateral, including, without limitation, those set
forth in Section 9-607 of the UCC. 
Each Grantor agrees that, to the extent notice of sale shall be required
by law, at least ten days’ notice to such Grantor of the time and place of any
public sale or the time after which any private sale is to be made shall
constitute reasonable notification.  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.


(b)   Any
cash held by or on behalf of the Administrative Agent and all cash proceeds
received by or on behalf of the Administrative Agent in respect of any sale of,
collection from, or other realization upon all or any part of the Collateral
may, in the discretion of the Administrative Agent, be held by the
Administrative Agent as collateral for, and/or then or at any time thereafter
applied (after payment of any amounts payable to the Administrative Agent
pursuant to Section 25) in whole or in part by the Administrative Agent
for the ratable benefit of the Secured Parties against, all or any part of the
Secured Obligations, in the following manner:


(i)       first,
paid to the Agents for any amounts then owing to the Agents constituting fees,
indemnities, expenses and other amounts (other than principal and interest) or
otherwise under the Loan Documents in their capacities as such (including
Attorney Costs and amounts payable under Article III and Sections 10.04
and 10.05 of the Credit Agreement) ratably in accordance with such
respective amounts then owing to the Agents;













(ii)      second,
paid to the Lenders for any amounts then owing to the Lenders constituting
fees, indemnities other amounts (other than principal and interest) or
otherwise under the Loan Documents (including Attorney Costs and amounts
payable under Article III and Sections 10.04 and 10.05 of the
Credit Agreement) ratably in accordance with such respective amounts then owing
to the Lenders;


(iii)     third,
paid to the Lenders for any amounts constituting accrued and unpaid interest on
the Loans, L/C Borrowings and other Obligations ratably in accordance with such
respective amounts then owing to the Lenders;


(iv)     fourth,
paid to the Lenders for any amounts constituting unpaid principal on the Loans
and the L/C Borrowings ratably in accordance with such respective amounts then
owing to the Lenders;


(v)      fifth,
paid to the Administrative Agent for the accounts of the L/C Issuers ratably in
accordance with their interests, to Cash Collateralize that portion of L/C
Obligations comprised of the aggregate undrawn amount of Letters of Credit of
each such L/C Issuer; and


(vi)     sixth,
paid to the Agents and the other Secured Parties for any amounts then owing to
them under or in respect of the Loan Documents constituting all other
Obligations of the Loan Parties ratably in accordance with such respective
amounts owing to the Agents and the other Secured Parties on such date.


Any surplus of such cash or cash proceeds held by or on the behalf of the
Administrative Agent and remaining after payment in full of all the Secured
Obligations shall be paid over to the applicable Grantor or to whomsoever may
be entitled to receive such surplus by law (including any applicable laws,
rules and regulations or orders relating to national security).


(c)   All
payments received by any Grantor under or in connection with any Assigned
Agreement or otherwise in respect of the Collateral shall be received in trust
for the benefit of the Administrative Agent, shall be segregated from other
funds of such Grantor and shall be forthwith paid over to the Administrative
Agent in the same form as so received (with any necessary indorsement).


(d)   The
Administrative Agent may, without notice to any Grantor except as required by
law and at any time or from time to time, charge, set-off and otherwise
apply all or any part of the Secured Obligations against any funds held with
respect to the Account Collateral or in any other deposit account.


(e)   In
the event of any sale or other disposition of any of the Intellectual Property
Collateral of any Grantor, the goodwill symbolized by any Trademarks subject to
such sale or other disposition shall be included therein, and such Grantor
shall supply to the Administrative Agent or its designee such Grantor’s know-how
and expertise, and documents and things relating to any Intellectual Property
Collateral subject to such sale 













or other disposition, and such Grantor’s customer
lists and other records and documents relating to such Intellectual Property
Collateral and to the manufacture, distribution, advertising and sale of
products and services of such Grantor.


(f)    The
Administrative Agent may, at the Grantors’ expense, take such other actions as
may be necessary to collect any moneys due or to become under any Government
Contract.


(g)   Anything
in this Agreement to the contrary notwithstanding, in the event that the
Administrative Agent, acting as authorized pursuant to this Agreement or any of
the Loan Documents, seeks to exercise any rights or remedies upon the
occurrence of an Event of Default that will require it to have access to
Collateral that constitutes information designated by a Governmental Party as
classified or which cannot be held by or disclosed to the Administrative Agent
under applicable laws, rules, regulations or orders relating to national
security (“Classified
Information”), (i) the Administrative Agent may only exercise
such rights or remedies to the extent that it can Dispose of such Classified
Information to any Person (an “Authorized
Person”) that is permitted to hold and have access to such
Classified Information under applicable laws, rules, regulations or orders
relating to national security, and (ii) if the Administrative Agent is unable
to obtain a clearance or other governmental approval required to have such
access or to Dispose of such Classified Information to an Authorized Person
within a reasonable time after seeking to exercise its remedies upon the
occurrence of an Event of Default, each Grantor shall Dispose of all Classified
Information in compliance with the applicable laws, rules regulations and
orders and as the Administrative Agent may direct, with the proceeds of such
Disposition to constitute Collateral hereunder and to be payable directly, to
the extent permitted under any such applicable laws, rules, regulations and
orders relating to national security, to the Administrative Agent for the
benefit of the Secured Parties.


Section 25.    Indemnity
and Expenses.  (a)  Each Grantor agrees to indemnify, defend and
save and hold harmless each Secured Party and each of their Affiliates and
their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and
against, and shall pay on demand, any and all claims, damages, losses,
liabilities and expenses (including, without limitation, fees and expenses of
counsel) that may be incurred by or asserted or awarded against any Indemnified
Party, in each case arising out of or in connection with or resulting from this
Agreement (including, without limitation, enforcement of this Agreement),
except to the extent such claim, damage, loss, liability or expense is found in
a final, non-appealable judgment by a court of competent jurisdiction to have
resulted from such Indemnified Party’s gross negligence or willful misconduct.


(b)   Each Grantor will within ten Business Days
after demand therefor pay to the Administrative Agent the amount of any and all
expenses, including, without limitation, the fees and expenses of its counsel
and of any experts and agents, that the Administrative Agent may incur in
connection with (i) the administration of this Agreement, (ii) the
custody, preservation, use or operation of, or the sale of, collection from or
other realization upon, any of the Collateral of such Grantor, (iii) the
exercise or enforcement of any of the rights of the Administrative Agent 













or the other Secured Parties
hereunder or (iv) the failure by such Grantor to perform or observe any of
the provisions hereof.


Section 26.    Amendments;
Waivers; Additional Grantors; Etc. 
(a)  No amendment or waiver of any
provision of this Agreement, and no consent to any departure by any Grantor
herefrom, shall in any event be effective unless the same shall be in writing
and signed by the Administrative Agent, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given.  No failure on the part of
the Administrative Agent or any other Secured Party to exercise, and no delay
in exercising any right hereunder, shall operate as a waiver thereof; nor shall
any single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right.


(b)   Upon the execution and delivery, or
authentication, by any Person of a security agreement supplement in
substantially the form of Exhibit A hereto (each, a “Security Agreement Supplement”), (i)
such Person shall be referred to as an “Additional Grantor”
and shall be and become a Grantor hereunder, and each reference in this
Agreement and the other Loan Documents to “Grantor” shall also mean and be a
reference to such Additional Grantor, 
and each reference in this Agreement and the other Loan Documents to “Collateral”
shall also mean and be a reference to the Collateral of such Additional
Grantor, and (ii) the supplemental schedules I-VII attached to each Security
Agreement Supplement shall be incorporated into and become a part of and
supplement Schedules I-VII, respectively, hereto, and the Administrative
Agent may attach such supplemental schedules to such Schedules; and each
reference to such Schedules shall mean and be a reference to such Schedules as
supplemented pursuant to each Security Agreement Supplement.


Section 27.    Notices
and Other Communications; Facsimile Copies. 
(a) Unless otherwise expressly provided herein, all notices and other
communications provided for hereunder or under any other Loan Document shall be
in writing (including by facsimile transmission).  All such written notices shall be mailed
certified or registered mail, faxed or delivered to the applicable address,
facsimile number or (subject to Section 10.02(b) to the Credit Agreement)
electronic mail address, and all notices and other communications expressly
permitted hereunder to be given by telephone shall be made to the applicable
telephone number, as follows:


(i)       if
to the Borrower or the Administrative Agent, to the address, facsimile number,
electronic mail address or telephone number specified for such Person on Schedule
10.02 of the Credit Agreement or to such address, facsimile number,
electronic mail address or telephone number as shall be designated by such
party in a notice to the other parties and if to any Grantor other than the
Borrower, to the address set forth opposite such Grantor’s name on the
signature pages hereto or on the signature pages to the Security Agreement
Supplement pursuant to which it became a party hereto; and


(ii)      if
to any other Secured Party, to the address, facsimile number, electronic mail
address or telephone number specified in its Administrative Questionnaire or to
such other address, facsimile number, electronic mail address or telephone
number as shall be designated by such party in a notice to the Grantors or the
Administrative Agent.













Notices sent by hand or
overnight courier service, or mailed by certified or registered mail, shall be
deemed to have been given when received; notices sent by facsimile shall be
deemed to have been given when sent (except that, if not given during normal
business for the recipient, shall be deemed to have been given at the opening
of business on the next business day for the recipient).  Notices delivered through electronic
communications to the extent provided in subsection (b) below shall be
effective as provided in such subsection (b).


(b)   Notices and other communications to the
Administrative Agent hereunder may be delivered or furnished by electronic
communication (including electronic-mail and internet or intranet websites)
pursuant to procedures approved by the Administrative Agent.  The Administrative Agent or the Grantors may,
in their discretion, agree to accept notices and other communications hereunder
by electronic communications pursuant to procedures approved by them, provided
that approval of such procedures may be limited to particular notices or
communications.


(c)   Loan Documents may be transmitted and/or
executed and delivered by facsimile.  The
effectiveness of any such documents and signatures shall, subject to applicable
Law, have the same force and effect as manually-signed originals and shall be
binding on all Grantors and the Administrative Agent.  The Administrative Agent may also require
that any such documents and signatures be confirmed by a manually-signed
original thereof; provided, however, that the failure to request or deliver the
same shall not limit the effectiveness of any facsimile document or signature.


(d)   The Administrative Agent shall be entitled to
rely and act upon any notices purportedly given by or on behalf of the Grantors
even if (i) such notices were not made in a manner specified herein, were
incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. 
The Grantors shall indemnify each Indemnified Party from all losses,
costs, expenses and liabilities resulting from the reliance by such Person on
each notice purportedly given by or on behalf of the Grantors.  All other communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of
the parties hereto hereby consents to such recording.


(e)           Any party hereto may change its
address, telephone number, electronic mail address or facsimile number for
notices and other communications hereunder by notice to the other parties
hereto as provided in this Section 27.


Section 28.    Continuing
Security Interest; Assignments Under the Credit Agreement.  This Agreement shall create a continuing
security interest in the Collateral and shall (a) remain in full force and
effect until the latest of (i) the payment in full in cash of the Secured
Obligations, (ii) the Maturity Date for the Revolving Credit Facility and
(iii) the termination, expiration or, if agreed by the applicable L/C
Issuer in its sole discretion, cash collateralization of all Letters of Credit
and all Secured Hedge Agreements, (b) be binding upon each Grantor, its
successors and assigns and (c) inure, together with the rights and
remedies of the Administrative Agent hereunder, to the benefit of the Secured
Parties and their respective successors, transferees and assigns.  Without limiting the generality of the
foregoing clause (c), any Lender may assign or otherwise transfer
all or any portion of its rights and obligations under the Credit Agreement 













(including, without
limitation, all or any portion of its Commitments, the Loans owing to it and
the Note or Notes, if any, held by it) to any other Person, and such other
Person shall thereupon become vested with all the benefits in respect thereof
granted to such Lender Party herein or otherwise, in each case as provided in Section 10.07
of the Credit Agreement.


Section 29.    Release;
Termination.  (a)  Upon any Disposition of any item of
Collateral of any Grantor in accordance with the terms of the Loan Documents
(other than sales of Inventory in the ordinary course of business, which shall
be automatically released), the Administrative Agent will, at such Grantor’s
expense, execute and deliver to such Grantor such documents as such Grantor
shall reasonably request to evidence the release of such item of Collateral
from the assignment and security interest granted hereby; provided, however,
that (i) at the time of such request and such release no Event of Default shall
have occurred and be continuing, (ii) such Grantor shall have delivered to the
Administrative Agent, a written request for release describing the item of
Collateral and the terms of the sale, lease, transfer or other disposition in
reasonable detail, including, without limitation, the price thereof and any
expenses in connection therewith, together with a form of release for execution
by the Administrative Agent and a certificate of such Grantor to the effect
that the transaction is in compliance with the Loan Documents and as to such
other matters as the Administrative Agent may reasonably request, and (iii) the
proceeds of any such sale, lease, transfer or other disposition required to be applied,
or any payment to be made in connection therewith, in accordance with Section 2.05(b)
of the Credit Agreement shall, to the extent so required, be paid or made to,
or in accordance with the instructions of, the Administrative Agent when and as
required under Section 2.05(b) of the Credit Agreement.


(b)     Upon the latest of (i) the payment in full
in cash of the Secured Obligations, (ii) the Maturity Date and (iii) the
termination, expiration or, if agreed by the applicable L/C Issuer in its sole
discretion, cash collateralization of all Letters of Credit and all Secured
Hedge Agreements, the pledge and security interest granted hereby shall
terminate and all rights to the Collateral shall revert to the applicable
Grantor.  Upon any such termination, the
Administrative Agent will, at the applicable Grantor’s expense, execute and
deliver to such Grantor such documents as such Grantor shall reasonably request
to evidence such termination.


Section 30.    Execution
in Counterparts.  This Agreement may
be executed in any number of counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same agreement.  Delivery of
an executed counterpart of a signature page to this Agreement by telecopier
shall be effective as delivery of an original executed counterpart of this
Agreement.


Section 31.    The
Mortgages.  If any of the Collateral
hereunder is also subject to a valid and enforceable Lien under the terms of
any Mortgage and the terms of such Mortgage are inconsistent with the terms of
this Agreement, then with respect to such Collateral, the terms of such
Mortgage shall be controlling in the case of fixtures and real estate leases,
letting and licenses of, and contracts and agreements relating to the lease of,
real property, and the terms of this Agreement shall be controlling in the case
of all other Collateral.


Section 32.    Governing
Law.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New York.













 


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IN WITNESS
WHEREOF, each Grantor has caused this Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above
written.


	
  Address for Notices:

  	
   

  	
  ALLIANT TECHSYSTEMS INC.

  
	
  5050 Lincoln
  Drive

  	
   

  	
   

  
	
  Edina, MN
  55436-1097

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for
  Notices:

  	
   

  	
  AMMUNITION ACCESSORIES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for
  Notices:

  	
   

  	
  ATK COMMERCIAL AMMUNITION

  COMPANY INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 













 


	
  Address for Notices:

  



  	
   

  	
  ATK COMMERCIAL AMMUNITION 

  HOLDINGS COMPANY INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for
  Notices:

  	
   

  	
  ATK LAUNCH SYSTEMS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
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  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for
  Notices:

  	
   

  	
  ATK SPACE SYSTEMS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 













 


	
  Address for Notices:

  	
   

  	
  FEDERAL CARTRIDGE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
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  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for
  Notices:

  	
   

  	
  MICRO CRAFT INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 













EXHIBIT I 


SOLVENCY
CERTIFICATE


March 29, 2007


I, John L. Shroyer, the
Chief Financial Officer of Alliant Techsystems Inc., a Delaware corporation
(the “Borrower”), hereby certify
that I am the Chief Financial Officer of the Borrower, the direct or indirect
parent of each Subsidiary of the Borrower listed on Schedule I hereto
(together with the Borrower, the “Loan
Parties”) and that I am familiar with the properties,
businesses, assets, finances and operations of each Loan Party and I am duly
authorized to execute this certificate as to the Loan Parties to be delivered
pursuant to Section 4.01(a)(xii) of the Amended and Restated Credit
Agreement, dated as of March 29, 2007 (the “Credit Agreement”) among the Borrower, the Lenders from
time to time party thereto, Bank of America, N.A., as administrative agent, the
other Agents and the Arrangers.  Unless
otherwise indicated, capitalized terms used but not defined herein shall have
the respective meanings set forth in the Credit Agreement. 


 


I further certify that I
am generally familiar with the properties, business and assets of the Loan
Parties and have reviewed the Loan Documents and the contents of this Solvency
Certificate and, in connection herewith, have reviewed such other documentation
and information and have made such investigation and inquiries as I have deemed
necessary and prudent therefor. I further certify that the financial
information and assumptions that underlie and form the basis for the
representations made in this Solvency Certificate were reasonable when made and
were made in good faith and continue to be reasonable as of the date hereof. 


 


I understand that
the Agents and the Lenders are relying on the representations contained in this
Certificate in connection with the Transactions contemplated by the Loan
Documents. 


I do hereby further
certify that: 


 


1.             On the date hereof, before and after giving effect to
the Transactions contemplated by the Credit Agreement and the other Loan
Documents, the fair value of the total assets (including, without limitation,
rights of contribution and indemnities against other Loan Parties to the extent
such rights constitute assets) the Loan Parties on a consolidated basis is
greater than the total amount of liabilities (including, without limitation,
contingent liabilities) of such Loan Parties on a consolidated basis. 


 


2.             On the date hereof, before and after giving effect to
the Transactions contemplated by the Credit Agreement and the other Loan
Documents, the present fair saleable value of the total assets of the Loan
Parties on a consolidated basis exceeds the amount that will be required to pay
the probable liability of such Loan Parties on a consolidated basis on their
debts as they become absolute and matured. 


 


3.             The Loan Parties on a consolidated basis do not intend
to, and do not believe that they will, incur debts or liabilities beyond their
ability to pay such debts and liabilities as they mature. 


 













4.             On the date hereof, before and after giving effect to
the Transactions contemplated by the Credit Agreement and the other Loan
Documents, the Loan Parties are not engaged in business or a transaction, and
are not about to engage in business or a transaction, for which their total
assets would constitute unreasonably small capital. 


 


5.             No Loan Party intends, in consummating the Transactions
contemplated by the Credit Agreement and the other Loan Documents, to hinder,
delay or defraud either present or future creditors or any other Person to
which such Loan Party is or will become indebted on or after the date hereof. 


 


6.             In reaching the conclusions set
forth in this Solvency Certificate, I have considered, among other things: 


(a)           the cash and other current assets of
each Loan Party reflected in the annual consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries; 


 


(b)           all obligations and liabilities of
each Loan Party, whether matured or unmatured, liquidated or unliquidated,
disputed or undisputed, secured or unsecured, subordinated, absolute, fixed or
contingent, including, among other things, claims arising out of, pending, or
to the knowledge of the undersigned, threatened litigation against such Loan
Party, and in so doing, such Loan Party has computed the amount of each such
contingent liability as the amount that, in light of all the facts and
circumstances existing on the date hereof, represents the amount that can
reasonably be expected to become an actual or matured liability; 


 


(d)           anticipated
sales volume of each Loan Party and in the income stream generated by such Loan
Party as reflected in, among other things, the consolidated financial
statements of the Loan Parties; 


(e)           the
customary terms of the trade payables and other account payables of each Loan
Party; 


(f)            the
amount of the credit extended by and to customers of each Loan Party; 


(g)           the
amortization requirements of the Credit Agreement and the anticipated interest
payable on the Loans under the Credit Agreement; and 


(h)           the
level of capital customarily maintained by each Loan Party and other entities
engaged in the same or similar business as the business of such Loan Party. 


Delivery of an executed
counterpart of a signature page to this Solvency Certificate by fax or pdf
shall be effective as delivery of a manually executed counterpart of this
Solvency Certificate. 


 













IN WITNESS
WHEREOF, the undersigned hereunto executed this Certificate in the name of
Alliant and on behalf of each of the Companies as of the date first written
above. 


	
  

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: [John L.
  Shroyer]

  
	
   

  	
  Title: Chief
  Financial Officer

  



 

















EXHIBIT K


FORM OF INCREMENTAL TERM FACILITY SUPPLEMENT


This INCREMENTAL TERM FACILITY SUPPLEMENT [(Tranche     )](1) (this “Supplement”) is entered into as of               ,
20    , among Alliant Techsystems Inc., a Delaware
corporation (the “Borrower”),
each lender party hereto (collectively, the “Incremental Term Loan Lenders” and
individually, an “Incremental
Term Loan Lender”), and Bank of America, N.A., as Administrative
Agent (in such capacity, the “Administrative Agent”).


Reference is made to that certain Amended and Restated Credit
Agreement, dated as of March 29, 2007 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement;”
the terms defined therein being used herein as therein defined), among the
Borrower, the Lenders from time to time party thereto, the Administrative
Agent, the other Agents and the Arrangers.


Pursuant to Section 2.15(a) of the Credit Agreement, the
Borrower has requested (a) the addition of a $[amount not less than $50,000,000] additional term loan facility, (b) that
the Incremental Term Loan Lenders Party hereto extend Incremental Term Loans as
provided herein, and (c) the effective date for such additional term loan
facility be             ,
20    .


Each Incremental Term Loan Lender party to this Supplement (this “Supplement”) has
agreed to provide the Incremental Term Commitment set forth opposite it name on
Schedule I hereto  (its “Incremental Term Commitment”)
and has indicated its willingness to lend the Incremental Term Loans on the
terms and conditions set forth herein and in the Credit Agreement.


Section 1.      Incremental
Term Facility. The aggregate Incremental Term Commitments of $              
provided hereunder [shall be
designated “Tranche     Incremental Term Facility] (the “[Tranche     ] Incremental Term
Facility”) [and the
Incremental Term Loans made thereunder shall be designated Tranche     Incremental
Term Loans][see footnote 1 regarding tranches] shall, in addition to the terms and
conditions set forth in the Credit Agreement, have the following terms and
conditions:


(a)   The Incremental Term
Facility Closing Date must occur on or prior to               ,
20     (the “Termination Date”), which shall in no event
be less than ten Business Days from the date of this Supplement;


(b)   The Maturity Date shall be               ,
20    ;


(c)   The Borrower shall repay to
the Administrative Agent for the ratable account of the Incremental Term
Lenders the aggregate principal amount of all [Tranche     ] Incremental Term Loans outstanding on
the following dates in the respective amounts set forth






(1)                   It may be
advisable to create a tranche of Incremental Term Facility if it is
contemplated that there will be multiple series of Incremental Term Facilities.
If only one Incremental Term Facility is contemplated, creating a tranche would
not be necessary.











opposite
such dates (which amounts shall be reduced as a result of the application of
prepayments in accordance with the order of priority set forth in Section
2.06 of the Credit Agreement): 




	
  Date

  	
   

  	
  Amount

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


provided, however,
that the final principal repayment installment of the [Tranche     ] Incremental Term Loans shall be repaid on
the Maturity Date for the [Tranche
    ]
Incremental Term Facility under which such [Tranche
    ]
Incremental Term Loans were made and in any event shall be in an amount equal
to the aggregate principal amount of all [Tranche
    ] Incremental
Term Loans outstanding on such date;


(d)   The Applicable Rate for the [Tranche     ] Incremental Term Loans shall be (i) with
respect to Base Rate Loans, a rate per annum equal to       %,
and (ii) with respect to Eurodollar Loans, a rate per annum equal to       %;
and


(e)   The making of the [Tranche     ] Incremental Term Loans shall be subject
to the provisions of Sections 2.01(b), 2.02 and 4.02 of the Credit
Agreement.


Section 2.      Representations
and Warranties of the Borrower. The Borrower represents to the
Administrative Agent and the Incremental Term Loan Lenders that:


(a)   No Default has occurred and
is continuing on and as of the Effective Date or would result from the addition
of the Incremental Term Facility hereunder;


(b)   The representations and
warranties of the Borrower contained in Article V or any other Loan Document,
are true and correct in all material respects on and as of the Effective Date,
except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct in all
material respects as of such earlier date, and except that for purposes of this
Section 2(b), the representations and warranties contained in Sections
5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the
most recent statements furnished pursuant to Sections 6.01(a) and (b),
respectively, of the Credit Agreement;











(c)   The Borrower has complied
with each of the conditions set forth in Section 2.15(c) of the Credit
Agreement on and as of the Effective Date; and


(d)   The [Tranche     ] Incremental Term Facility does not exceed
the Term Commitment Increase Availability.


Section 3.      New
Lenders.


Each Incremental Term Loan Lender that is an Additional Term Loan
Lender:


(a)   represents
and warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Supplement and to consummate the
transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it meets all requirements of an Eligible Assignee under the
Credit Agreement, and (iii) from and after the Effective Date, it shall be
bound by the provisions of the Credit Agreement as a Lender thereunder and
shall have the obligations of a Lender thereunder, (iv) it has received a copy
of the Credit Agreement and the other Loan Documents, together with copies of
the most recent financial statements delivered pursuant to Section 6.01
thereof, as applicable, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Supplement and provide its Incremental Term Commitment hereunder on the
basis of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Lender;


(b)   agrees
that it will, independently and without reliance upon the Administrative Agent
or any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement and the other Loan
Documents;


(c)   appoints
and authorizes the Administrative Agent to take such action on its behalf and
to exercise such powers under the Credit Agreement and the other Loan Documents
as are delegated to the Administrative Agent by the terms thereof, together
with such powers as are reasonably incidental thereto;


(d)   agrees
that it will perform in accordance to their terms, all obligations which by the
terms of the Credit Agreement and the other Loan Documents are required to be
performed by it as a Lender; and


(e)   in
the case of such Incremental Term Loan Lender that is a Foreign Lender, comply
with the provisions of Section 10.15 of the Credit Agreement.


Section 4.      Reference
to and Effect on Loan Documents. (a) On  and after the Effective Date, each reference
in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of
like import referring to the Credit Agreement, and each reference in the Notes
and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof”
or words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as supplemented by this Supplement.  This Supplement is an Incremental Term
Facility Supplement referred to in the definition of Loan Documents and shall
for all purposes constitute a Loan Document.











(b)   The Credit Agreement, the
Notes and each of the other Loan Documents, as specifically supplemented by
this Supplement, are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed. 
Without limiting the generality of the foregoing, the Collateral
Documents and all of the Collateral described therein do and shall continue to
secure the payment of all Obligations (including, without limitation, any
Obligations created or contemplated hereunder) of the Loan Parties under the
Loan Documents, in each case as supplemented by this Supplement.


(c)   Each of the undersigned
Guarantors consents to this Supplement and the transactions contemplated hereby
and hereby confirms and agrees that (i) notwithstanding the effectiveness of
this Supplement, the Guaranty is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects, except that, on
and after the effectiveness of this Supplement each reference in the Guaranty
to the “Credit Agreement”, “thereunder”, “thereof” or words of like import
shall mean and be a reference to the Credit Agreement, as supplemented by this
Supplement, and (b) each of the Collateral Documents to which such Guarantor is
a party and all of the Collateral described therein do, and shall continue to,
secure the payment of all Obligations (including, without limitation, any
Obligations created or contemplated hereunder) to be secured thereunder.


Section 5.      Costs
and Expenses. The Borrower agrees to pay or reimburse all reasonable
out-of-pocket costs and expenses of the Administrative Agent in connection with
the preparation, execution, delivery and administration, modification and
amendment of this Supplement and the other instruments and documents to be
delivered hereunder or in connection herewith (including, without limitation,
the reasonable fees and expenses of counsel for the Administrative Agent) in
accordance with the terms of Section 10.04 of the Credit Agreement.


Section 6.      Execution
in Counterparts. This Supplement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Supplement by telecopier shall be effective as delivery
of a manually executed counterpart of this Supplement.


Section 7.      Effective
Date; Termination of Commitments. This Supplement shall become effective on
the requested effective date (the “Effective Date”) subject to (a) receipt by
the Administrative Agent of executed counterparts of this Supplement by each
party hereto, (b) receipt by the Administrative Agent of an Administrative
Questionnaire from each Additional Term Loan Lender party hereto, (c) the
representations and warranties of the Borrower in Section 2 being true
and correct in all material respects, and (d) such date not being later than
the Termination Date.  If the Effective
Date and the Incremental Term Facility Closing Date do not occur on or prior to
the Termination Date, the Incremental Term Commitments hereunder shall
automatically terminate.


Section 8.      Governing
Law. This Supplement shall be governed by, and construed in accordance
with, the laws of the State of New York, and shall be subject to the
jurisdictional and service provisions of the Credit Agreement, as if this were
a part of the Credit Agreement.











ALLIANT
TECHSYSTEMS INC.


	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
    Name:

  	
   

  
	
   

  	
    Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
    Name: 

  	
   

  
	
   

  	
    Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  BANK OF AMERICA, N.A., as 

  Administrative Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
    Name: 

  	
   

  
	
   

  	
    Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  [GUARANTORS]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
    Name: 

  	
   

  
	
   

  	
    Title: 

  	
   

  



 











 


	
  [NAME OF INCREMENTAL TERM LOAN LENDER]

  
	
   

  
	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
    Name: 

  	
   

  
	
   

  	
    Title:

  	
   

  



 











SCHEDULE I 

TO 

INCREMENTAL TERM FACILITY SUPPLEMENT


	
  Incremental Tem Loan Lender

  	
   

  	
  Incremental Term Loan Commitment

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 











EXHIBIT L


FORM OF JOINDER AGREEMENT


JOINDER AGREEMENT (this “Joinder Agreement”), dated                               ,
20    , by                                         
to the Amended and Restated Credit Agreement, dated as of March 29, 2007 (as
the same may be amended, restated, extended, supplemented or otherwise modified
from time to time, the “Credit
Agreement”; the terms defined therein being used herein as
therein defined), among Alliant Techsystems Inc. a Delaware corporation (the “Borrower”), the
Lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent, the other Agents and the Arrangers.


W I T N E S S E T H:


WHEREAS, the Credit Agreement provides in Section  [2.14(a)]
[2.15(b)] thereof that any Eligible Assignee may become [a Revolving
Credit Lender under the Revolving Credit Facility] [a Term Lender under any
Term Facility in existence at the time of a request for a Term Commitment
Increase] by executing and delivering to the Administrative Agent this Joinder
Agreement subject to the terms and conditions of Section  [2.14]  [2.15];
and


WHEREAS, the undersigned now desires to become a [Revolving Credit
Lender] [Term A Lender] [Incremental Term Loan Lender] under the Credit
Agreement;


NOW, THEREFORE, the undersigned hereby agrees as follows:


1.     The undersigned agrees to
be bound by the provisions of the Credit Agreement and other Loan Documents,
and agrees that it shall, on the date this Joinder Agreement is accepted by the
Administrative Agent and the Borrower, become a [Revolving Credit Lender] [Term
A Lender] [Incremental Term Loan Lender] for all purposes of the Credit
Agreement to the same extent as if originally such a Lender thereto, and hereby
commits to provide [Revolving Credit Commitments] [Term A Commitments]
[Incremental Term Commitments] of $           
under the [Revolving Credit Facility][Term A Facility][Incremental Term
Facility created under the Incremental Term Facility Supplement dated                 ,
20     (the “Applicable Incremental Term Facility Supplement”)]
and [Schedule 2.01 of the Credit Agreement][Schedule I of the
Applicable Incremental Term Facility Supplement] shall be adjusted to reflect
the [Revolving Credit Commitment][Term A Commitment][Incremental Term
Commitment] of the undersigned.


2.     The undersigned:


(a)  represents and warrants that
(i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Joinder Agreement and to consummate the transactions
contemplated hereby and to become a [Revolving Credit Lender] [Term A Lender]
[Incremental Term Loan Lender] under the Credit Agreement, (ii) it meets all
requirements of an Eligible Assignee under the Credit Agreement, and (iii) from
and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement and other Loan Documents as a Lender thereunder and shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit
Agreement and the other Loan Documents, together with copies of the most recent











financial statements delivered pursuant to Section 6.01
thereof, as applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Joinder Agreement and provide its [Revolving Credit Commitments] [Term A
Commitments] [Incremental Term Commitments] hereunder on the basis of which it
has made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender;


(b)  agrees that it will,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement and the other Loan Documents;


(c)  appoints and authorizes the
Administrative Agent to take such action on its behalf and to exercise such
powers under the Credit Agreement and the other Loan Documents as are delegated
to the Administrative Agent by the terms thereof, together with such powers as
are reasonably incidental thereto;


(d)  agrees that it will perform
in accordance to their terms, all obligations which by the terms of the Credit
Agreement and the other Loan Documents are required to be performed by it as a
Lender; and


(e)  in the case of such
[Revolving Credit Lender] [Term A Lender] [Incremental Term Loan Lender] that
is a Foreign Lender, comply with the provisions of Section 10.15 of the
Credit Agreement.


3.     The undersigned has
provided the Administrative Agent with an Administrative Questionnaire.


4.     This Joinder Agreement
shall become effective on the date accepted by the Administrative Agent and
Borrower as provided below.


5.     This Joinder Agreement
shall be governed by, and construed in accordance with, the laws of the State
of New York, and shall be subject to the jurisdictional and service provisions
of the Credit Agreement, as if this were a part of the Credit Agreement.


IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement
to be executed and delivered by a duly authorized officer on the date first
above written.


	
  

  	
   

  	
  [INSERT NAME OF LENDER]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 











Accepted this         
day of


                              ,
20        


	
  BANK OF AMERICA, N.A., 

  as Administrative Agent

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ALLIANT TECHSYSTEMS INC.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title