EXECUTION
      COPY

     

    
      

      

    

    CREDIT
      AGREEMENT

     

    dated
      as
      of March 30,
      2007,

     

    among

     

    SPECTRUM
      BRANDS, INC.,

     

    as
      the
      Borrower,

     

    GOLDMAN
      SACHS CREDIT PARTNERS L.P.,

     

    as
      the
      Administrative Agent, the Collateral Agent and the Syndication
      Agent

     

    WACHOVIA
      BANK, NATIONAL ASSOCIATION,

     

    as
      the
      Deposit Agent,

     

    BANK
      OF
      AMERICA, N.A.,

     

    as
      an LC
      Issuer

     

    and

     

    the
      Lenders Party Hereto

     

    
      
        

      

       

    

    GOLDMAN
      SACHS CREDIT PARTNERS L.P.

     

    and

     

    BANC
      OF
      AMERICA SECURITIES LLC,

     

    as
      Joint
      Lead Arrangers and Joint Bookrunners

     

    
      

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    

      
        	
                Section

              	 	
                Page

              
	 	 	 
	
                ARTICLE
                  I

              	 	 
	 	 	 
	
                DEFINITIONS
                  AND ACCOUNTING TERMS

              	 	 
	 	 	 
	
                Section
                  1.01. Defined Terms

              	 	
                1

              
	
                Section
                  1.02. Other Interpretive Provisions

              	 	
                34

              
	
                Section
                  1.03. Accounting Terms

              	 	
                34

              
	
                Section
                  1.04. Rounding

              	 	
                35

              
	
                Section
                  1.05. Times of Day

              	 	
                35

              
	
                Section
                  1.06. Currency Equivalents Generally

              	 	
                35

              
	
                Section
                  1.07. Designation as Senior Debt

              	 	
                35

              
	 	 	 
	
                ARTICLE
                  II

              	 	 
	 	 	 
	
                THE
                  COMMITMENTS AND CREDIT EXTENSIONS

              	 	 
	 	 	 
	
                Section
                  2.01. The Loans

              	 	
                35

              
	
                Section
                  2.02. Borrowings, Conversions and Continuations of Loans

              	 	
                36

              
	
                Section
                  2.03. LC Facility; Letters of Credit

              	 	
                38

              
	
                Section
                  2.04. Prepayments

              	 	
                46

              
	
                Section
                  2.05. Termination or Reduction of Commitments

              	 	
                49

              
	
                Section
                  2.06. Repayment of Loans

              	 	
                50

              
	
                Section
                  2.07. Interest

              	 	
                50

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

         

      

      
        	
                Section
                  2.08. Fees

              	 	
                51

              
	
                Section
                  2.09. Computation of Interest and Fees

              	 	
                52

              
	
                Section
                  2.10. Evidence of Indebtedness

              	 	
                52

              
	
                Section
                  2.11. Payments Generally; Administrative Agent’s Clawback

              	 	
                52

              
	
                Section
                  2.12. Sharing of Payments by Lenders

              	 	
                54

              
	 	 	 
	
                ARTICLE
                  III

              	 	 
	 	 	 
	
                TAXES,
                  YIELD PROTECTION AND ILLEGALITY

              	 	 
	 	 	 
	
                Section
                  3.01. Taxes

              	 	
                55

              
	
                Section
                  3.02. Illegality

              	 	
                58

              
	
                Section
                  3.03. Inability to Determine Rates

              	 	
                59

              
	
                Section
                  3.04. Increased Costs; Reserves on Eurocurrency Rate Loans

              	 	
                59

              
	
                Section
                  3.05. Compensation for Losses

              	 	
                60

              
	
                Section
                  3.06. Mitigation Obligations; Replacement of Lenders

              	 	
                61

              
	
                Section
                  3.07. Survival

              	 	
                61

              
	 	 	 
	
                ARTICLE
                  IV

              	 	 
	 	 	 
	
                CONDITIONS
                  PRECEDENT TO EFFECTIVENESS

              	 	 
	 	 	 
	
                ARTICLE
                  V

              	 	 
	 	 	 
	
                REPRESENTATIONS
                  AND WARRANTIES

              	 	 
	 	 	 
	
                Section
                  5.01. Existence, Qualification and Power; Compliance with
                  Laws

              	 	
                64

              
	
                Section
                  5.02. Authorization; No Contravention

              	 	
                65

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

         

      

      
        	
                Section
                  5.03. Governmental Authorization; Other Consents

              	 	
                65

              
	
                Section
                  5.04. Binding Effect

              	 	
                65

              
	
                Section
                  5.05. Financial Statements; No Material Adverse Effect

              	 	
                66

              
	
                Section
                  5.06. Litigation

              	 	
                66

              
	
                Section
                  5.07. No Default

              	 	
                66

              
	
                Section
                  5.08. Ownership of Property

              	 	
                66

              
	
                Section
                  5.09. Environmental Compliance

              	 	
                67

              
	
                Section
                  5.10. Insurance

              	 	
                67

              
	
                Section
                  5.11. Taxes

              	 	
                68

              
	
                Section
                  5.12. ERISA Compliance

              	 	
                68

              
	
                Section
                  5.13. Subsidiaries; Equity Interests

              	 	
                69

              
	
                Section
                  5.14. Margin Regulations; Investment Company Act

              	 	
                69

              
	
                Section
                  5.15. Disclosure

              	 	
                69

              
	
                Section
                  5.16. Intellectual Property; Licenses, Etc

              	 	
                69

              
	
                Section
                  5.17. Solvency

              	 	
                70

              
	
                Section
                  5.18. Senior Debt Status

              	 	
                70

              
	 	 	 
	
                ARTICLE
                  VI

              	 	 
	 	 	 
	
                AFFIRMATIVE
                  COVENANTS

              	 	 
	 	 	 
	
                Section
                  6.01. Financial Statements

              	 	
                70

              
	
                Section
                    6.02. Certificates; Other Information

              	 	
                71

              
	
                Section
                  6.03. Notices

              	 	
                72

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

         

      

      
        	
                Section
                  6.04. Nonpublic Information

              	 	
                73

              
	
                Section
                  6.05. Payment of Obligations

              	 	
                73

              
	
                Section
                  6.06. Preservation of Existence, Etc

              	 	
                73

              
	
                Section
                  6.07. Maintenance of Properties

              	 	
                74

              
	
                Section
                  6.08. Maintenance of Insurance

              	 	
                74

              
	
                Section
                  6.09. Compliance with Laws

              	 	
                74

              
	
                Section
                  6.10. Books and Records

              	 	
                74

              
	
                Section
                  6.11. Inspection Rights

              	 	
                74

              
	
                Section
                  6.12. Use of Proceeds

              	 	
                75

              
	
                Section
                  6.13. Information Regarding Collateral; Additional
                  Subsidiaries

              	 	
                75

              
	
                Section
                  6.14. Compliance with Environmental Laws

              	 	
                75

              
	
                Section
                  6.15. Further Assurances

              	 	
                76

              
	
                Section
                  6.16. Interest Rate Hedging

              	 	
                76

              
	
                Section
                  6.17. Ratings

              	 	
                76

              
	
                Section
                  6.18. Certain Post-Closing Collateral Obligations

              	 	
                76

              
	 	 	 
	
                ARTICLE
                  VII

              	 	 
	 	 	 
	
                NEGATIVE
                  COVENANTS

              	 	 
	 	 	 
	
                Section
                  7.01. Liens

              	 	
                77

              
	
                Section
                  7.02. Indebtedness

              	 	
                79

              
	
                Section
                  7.03. Investments

              	 	
                81

              
	
                Section
                  7.04. Fundamental Changes

              	 	
                83

              


      

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

         

      

      
        	
                Section
                  7.05. Dispositions

              	 	
                84

              
	
                Section
                  7.06. Restricted Payments

              	 	
                85

              
	
                Section
                  7.07. Change in Nature of Business

              	 	
                86

              
	
                Section
                  7.08. Transactions with Affiliates

              	 	
                86

              
	
                Section
                  7.09. Burdensome Agreements

              	 	
                86

              
	
                Section
                  7.10. Use of Proceeds

              	 	
                87

              
	
                Section
                  7.11. Senior Secured Leverage Ratio

              	 	
                87

              
	
                Section
                  7.12. Capital Expenditures

              	 	
                87

              
	
                Section
                  7.13. Amendment of Certain Documents

              	 	
                88

              
	
                Section
                  7.14. Accounting Changes

              	 	
                88

              
	
                Section
                  7.15. Prepayments, Etc. of Indebtedness

              	 	
                88

              
	
                Section
                  7.16. Speculative Transactions

              	 	
                88

              
	
                Section
                  7.17. Senior Debt Status

              	 	
                88

              
	 	 	 
	
                ARTICLE
                  VIII

              	 	 
	 	 	 
	
                EVENTS
                  OF DEFAULT AND REMEDIES

              	 	 
	 	 	 
	
                Section
                  8.01. Events of Default

              	 	
                89

              
	
                Section
                  8.02. Remedies Upon Event of Default

              	 	
                91

              
	 	 	 
	
                ARTICLE
                  IX

              	 	 
	 	 	 
	
                ADMINISTRATIVE
                  AGENT

              	 	 
	 	 	 
	
                Section
                  9.01. Appointment of Agents

              	 	
                91

              


      

       

      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

         

      

      
        	
                Section
                  9.02. Powers and Duties

              	 	
                92

              
	
                Section
                  9.03. General Immunity

              	 	
                92

              
	
                Section
                  9.04. Agents Entitled to Act as Lender

              	 	
                93

              
	
                Section
                  9.05. Lenders’ Representations, Warranties and
                  Acknowledgments

              	 	
                94

              
	
                Section
                  9.06. Right to Indemnity

              	 	
                94

              
	
                Section
                  9.07. Successor Agents

              	 	
                95

              
	
                Section
                  9.08. Collateral Documents

              	 	
                95

              
	
                Section
                  9.09. No Arranger Duties

              	 	
                96

              
	 	 	 
	
                ARTICLE
                  X

              	 	 
	 	 	 
	
                MISCELLANEOUS

              	 	 
	 	 	 
	
                Section
                  10.01. Amendments, Waivers, Etc

              	 	
                96

              
	
                Section
                  10.02. Notices and Other Communications; Facsimile Copies

              	 	
                98

              
	
                Section
                  10.03. No Waiver; Cumulative Remedies

              	 	
                100

              
	
                Section
                  10.04. Expenses; Indemnity; Damage Waiver

              	 	
                101

              
	
                Section
                  10.05. Payments Set Aside

              	 	
                102

              
	
                Section
                  10.06. Successors and Assigns

              	 	
                102

              
	
                Section
                  10.07. Confidentiality

              	 	
                106

              
	
                Section
                  10.08. Right of Setoff

              	 	
                107

              
	
                Section
                  10.09. Counterparts; Effectiveness; Integration

              	 	
                107

              
	
                Section
                  10.10. Survival of Representations and Warranties

              	 	
                107

              
	
                Section
                  10.11. Severability

              	 	
                107

              


      

       

      
        
          
          

        

        
          vi

          
            

          

        

        
          
          

        

         

      

      
        	
                Section
                  10.12. Replacement of Lenders

              	 	
                108

              
	
                Section
                  10.13. Governing Law; Jurisdiction; Etc

              	 	
                108

              
	
                Section
                  10.14. WAIVER OF JURY TRIAL

              	 	
                109

              
	
                Section
                  10.15. Patriot Act

              	 	
                110

              
	
                Section
                  10.16. Concerning the Permitted ABL Facility

              	 	
                110

              


      

    

     

    
      
        
        

      

      
        vii

        
          

        

      

      
        
        

      

    


    SCHEDULES

    

      
        	 	
                2.01

              	 	
                Commitments,
                  LC Deposits and Applicable Percentages

              
	 	
                2.03

              	 	
                Existing
                  Letters of Credit

              
	 	
                5.06

              	 	
                Litigation

              
	 	
                5.08(b)

              	 	
                Owned
                  Real Property

              
	 	
                5.08(c)

              	 	
                Leased
                  Real Property

              
	 	
                5.09

              	 	
                Environmental
                  Matters

              
	 	
                5.13

              	 	
                Subsidiaries;
                  Other Equity Interests

              
	 	
                5.16

              	 	
                Intellectual
                  Property Claims

              
	 	
                7.01(b)

              	 	
                Existing
                  Permitted Liens

              
	 	
                7.02(h)

              	 	
                Existing
                  Permitted Indebtedness

              
	 	
                7.03(f)

              	 	
                Existing
                  Permitted Investments

              
	 	
                7.05

              	 	
                Certain
                  Dispositions

              
	 	
                7.08

              	 	
                Certain
                  Transactions with Affiliates

              
	 	
                7.09

              	 	
                Certain
                  Existing Restrictions

              
	 	
                10.02

              	 	
                Administrative
                  Agent’s Office, Certain Addresses for
                  Notices

              


      

    

    


    EXHIBITS

    

      
        	 	
                A

              	 	
                Form
                  of Assignment and Assumption

              
	 	
                B

              	 	
                Form
                  of Committed Loan Notice

              
	 	
                C

              	 	
                Form
                  of Compliance Certificate

              
	 	
                D

              	 	
                Form
                  of Guarantee and Collateral Agreement

              
	 	
                E

              	 	
                Form
                  of ABL Facility Intercreditor Agreement

              
	 	
                F

              	 	
                Subordination
                  Terms of Certain Intercompany
                  Indebtedness

              


      

    

     

    
      
        
        

      

      
        viii

        
          

        

      

      
        
        

      

    


    CREDIT
      AGREEMENT

     

    This
      CREDIT AGREEMENT (this “Agreement”)
      is
      entered into as of March 30, 2007, among Spectrum Brands, Inc., a Wisconsin
      corporation (the “Borrower”),
      each
      lender from time to time party hereto (each, a “Lender”),
      Goldman Sachs Credit Partners L.P. (“GSCP”),
      as
      the Administrative Agent, the Collateral Agent and the Syndication Agent,
      Wachovia Bank, National Association, as the Deposit Agent, and Bank of America,
      N.A., as an LC Issuer.

     

    The
      parties hereto covenant and agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS
      AND ACCOUNTING TERMS

     

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

     

    “2013
      New Indenture”
means
      the Indenture, dated as of March 30, 2007, among the Borrower, the guarantors
      named therein and Wells Fargo Bank, N.A. as trustee.

     

    “2013
      New Notes”
means
      the Variable Rate Toggle Pay-in-Kind Senior Subordinated Notes due 2013 issued
      pursuant to the 2013 New Indenture in connection with the Exchange
      Offer.

     

    “2013
      Original Indenture” means
      the
      Indenture, dated as of September 30, 2003, among the Borrower, the guarantors
      named therein and U.S. Bank National Association, as trustee, as heretofore
      supplemented.

     

    “2013
      Original Notes”
means
      the 8-1/2% Senior Subordinated Notes of the Borrower due 2013, issued pursuant
      to the 2013 Original Indenture.

     

    “2013
      Supplemental Indenture”
means
      the Supplemental Indenture to the 2013 Original Indenture, dated as of March
      30,
      2007, among the Borrower, the guarantors named therein and the U.S. Bank
      National Association, as trustee, entered into in connection with the Exchange
      Offer, and any other Supplemental Indenture to the 2013 Original Indenture
      executed in connection with the Exchange Offer.

     

    “2015
      Indenture”
means
      the Indenture, dated as of February 7, 2005, among the Borrower, the
      guarantors named therein and U.S. Bank National Association, as
      trustee.

     

    “2015
      Notes”
means
      the 7-3/8% Senior Subordinated Notes of the Borrower due 2015, issued pursuant
      to the 2015 Indenture.

     

    “ABL
      Collateral”
has
      the
      meaning specified in the ABL Intercreditor Agreement.

     

    “ABL
      Intercreditor Agreement”
means
      an intercreditor agreement substantially in the form of Exhibit
      E
      hereto,
      with such modifications thereto as may be agreed to (a) by the Administrative
      Agent, if, in the judgment of the Administrative Agent, such modifications
      would
      not be adverse to the interests of the Lenders in any material respect, or
      (b)
      the Required Lenders.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Acceptable
      Bank”
has
      the
      meaning specified in the definition of “Cash Equivalents”.

     

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

     

    “Administrative
      Agent”
means
      GSCP, in its capacity as the administrative agent under this Agreement, or
      any
      successor administrative agent.

     

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

     

    “Agents”
means,
      collectively, the Administrative Agent, the Collateral Agent, the Deposit Agent
      and the Syndication Agent.

     

    “Agreement”
means
      this Credit Agreement.

     

    “Applicable
      Percentage”
means
      (a) in respect of the Dollar Term B Facility, with respect to any
      Dollar Term B Lender at any time, the percentage (carried out to the ninth
      decimal place) of the Dollar Term B Facility represented by (i) on or
      prior to the Closing Date, such Dollar Term B Lender’s Dollar Term B
      Commitment at such time and (ii) thereafter, the aggregate principal amount
      of such Dollar Term B Lender’s Dollar Term B Loans at such time, (b)
      in respect of the Dollar Term B II Facility, with respect to any Dollar Term
      B
      II Lender at any time, the percentage (carried out to the ninth decimal place)
      of the Dollar Term B II Facility represented by (i) on or prior to the
      Closing Date, such Dollar Term B II Lender’s Dollar Term B II Commitment at such
      time and (ii) thereafter, the aggregate principal amount of such Dollar
      Term B II Lender’s Dollar Term B II Loans at such time, (c) in respect of the
      Euro Term Facility, with respect to any Euro Term Lender at any time, the
      percentage (carried out to the ninth decimal place) of the Euro Term Facility
      represented by (i) on or prior to the Closing Date, such Euro Term Lender’s
      Euro Term Commitment at such time and (ii) thereafter, the aggregate
      principal amount of such Euro Term Lender’s Euro Term Loans at such time
      and (d) in respect of the LC Facility, with respect to any LC Lender at any
      time, the percentage (carried out to the ninth decimal place) of the LC Facility
      represented by (i) on or prior to the Closing Date, such LC Lender’s LC
      Commitment at such time and (ii) thereafter, such LC Lender’s LC Deposit at
      such time (and if the LC Deposits have been returned to the LC Lenders or
      applied to reimburse LC Disbursements, the Applicable Percentage in respect
      of
      the LC Facility shall be determined based upon the LC Deposits most recently
      in
      effect, giving effect to any assignments). The initial Applicable Percentage
      of
      each Lender in respect of each Facility 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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Applicable
      Rate”
      means
      (a) in the case of Dollar Term Loans, (i) 4.00% per annum with respect to
      Eurodollar Rate Loans and (ii) 3.00% per annum with respect to Base Rate
      Loans and (b) in the case of Euro Term Loans, 4.50% per annum.

     

    “Approved
      Electronic Communications”
means
      any notice, communication, information, document or other material that any
      Loan
      Party provides to the Administrative Agent pursuant to any Loan Document or
      the
      transactions contemplated therein that is distributed to the Lenders and the
      LC
      Issuers by means of electronic communications pursuant to Section
      10.02(b).

     

    “Arrangers”
means
      GSCP and Banc of America Securities LLC, in their capacities as joint lead
      arrangers and joint bookrunners for the Facilities.

     

    “Assignment
      and Assumption”
means
      an assignment and assumption entered into by a Lender and an Eligible Assignee
      (with the consent of any party whose consent is required under Section 10.06(d)),
      and
      accepted by the Administrative Agent, substantially in the form of Exhibit
      A
      or any
      other form approved by the Administrative Agent.

     

    “Assignment
      Effective Date”
has
      the
      meaning specified in Section
      10.06(c).

     

    “Attributable
      Indebtedness”
means,
      on any date, (a) in respect of any Capitalized Lease of any Person, the
      capitalized amount of the remaining lease 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 Obligation, the capitalized amount of the
      remaining lease or similar payments under the relevant lease or other applicable
      agreement or instrument that would appear on a balance sheet of such Person
      prepared as of such date in accordance with GAAP if such lease or other
      agreement or instrument were accounted for as a Capitalized Lease and (c) all
      Synthetic Debt of such Person as of such date.

     

    “Average
      Dollar Equivalent”
means,
      as of any date of determination in relation to any Indebtedness outstanding
      on
      such date denominated in a currency other than Dollars, the amount of Dollars
      that could be purchased with an amount of such currency equal to the amount
      of
      such Indebtedness using the average of the foreign exchange spot rates of
      JPMorgan Chase Bank, N.A., or another commercial bank reasonably satisfactory
      to
      the Administrative Agent, on the last Business Day of each of the 12 calendar
      months preceding such date.

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “Borrowing”
means
      a
      Dollar Term B Borrowing, a Dollar Term B II Borrowing or a Euro Term
      Borrowing, as the context may require.

     

    “Business
      Day”
means
      any day other than (a) a Saturday, Sunday or other day on which commercial
      banks
      in New York are authorized to close under the Laws of New York or are in fact
      closed in the state where the Administrative Agent’s Office is located, (b) if
      such day relates to a Eurocurrency Rate Loan, a day on which banks are not
      open
      for general business in London and (c) if such day relates to a Eurocurrency
      Rate Loan denominated other than in Euro, a day on which banks are not open
      for
      general business in the principal financial center of the country of that
      currency or, if such day relates to a Eurocurrency Rate Loan denominated in
      Euros, any day that is not a TARGET Day.

     

    “Capital
      Expenditures”
means,
      with respect to any Person for any period, all expenditures that, in accordance
      with GAAP, would be required to be capitalized and shown on the consolidated
      balance sheet of the Borrower, but excluding expenditures made with Net Cash
      Proceeds of Dispositions that are reinvested as provided in Section 2.04(b)(ii)
      or in
      connection with the replacement, substitution, restoration or trade-in of assets
      to the extent financed (a) from insurance proceeds (or other similar recoveries)
      paid on account of the loss of or damage to the assets being replaced or
      restored, (b) with awards of compensation arising from the taking by eminent
      domain or condemnation of the assets being replaced or (c) with a credit by
      the
      seller of such assets for assets being contemporaneously traded in.

     

    “Capitalized
      Leases”
means
      all leases that have been or should be, in accordance with GAAP, recorded as
      capitalized leases.

     

    “Cash
      Collateral Account”
means
      a
      blocked deposit account of the Borrower at a commercial bank that is in the
      name
      of the Administrative Agent and under the sole dominion and control of the
      Administrative Agent and in which the Administrative Agent has a perfected
      security interest, all in a manner reasonably satisfactory to the Administrative
      Agent.

     

    “Cash
      Equivalents”
means
      any of the following types of Investments:

     

    (a) readily
      marketable obligations issued or directly and fully guaranteed or insured by
      the
      United States of America, an OECD Member, any member of the European Economic
      Union or any agency or instrumentality thereof having maturities of not more
      than 365 days from the date of acquisition thereof; provided
      that the
      full faith and credit of the United States of America, such OECD Member or
      such
      member of the European Economic Union is pledged in support
      thereof;

     

    (b) time
      deposits with, or insured certificates of deposit or bankers’ acceptances of,
      any commercial bank that (each such bank, an “Acceptable
      Bank”)
      (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) is a member of the applicable
      central bank of any OECD Member or any member of the European Economic Union,
      (ii) issues (or the parent of which issues) commercial paper rated as described
      in clause (c) of this definition and (iii) has combined capital and surplus
      of at least $250,000,000 (or the equivalent in the applicable currency), in
      each
      case with maturities of not more than 365 days from the date of acquisition
      thereof; 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (c) commercial
      paper issued by any Person organized under the laws of any state of the United
      States of America or the District of Columbia, any member state of the European
      Economic Union or any OECD Member or any Acceptable Bank and rated at least
      “Prime-1” (or the then equivalent grade) by Moody’s or Fitch or at least
“A-1” (or the then equivalent grade) by S&P, or guaranteed by any
      industrial company with long-term unsecured debt rating (at the time of
      investment) of at least Aa by Moody’s or Fitch or at least AA by S&P, in
      each case with maturities of not more than 365 days from the date of acquisition
      thereof; 

     

    (d) investments,
      classified in accordance with GAAP as current assets of the Borrower or any
      of
      its Subsidiaries, in money market investment programs that are administered
      by
      financial institutions that have the highest rating obtainable from either
      Moody’s or S&P, and the portfolios of which are limited solely to
      investments of the character, quality and maturity described in clauses (a),
      (b) and (c) of this definition;

     

    (e) repurchase
      agreements with any Lender or any primary dealer maturing within 365 days from
      the date of investment that are fully collateralized by investment instruments
      that would otherwise be Cash Equivalents; provided
      that the
      terms of such repurchase agreements comply with the guidelines set forth in
      the
      Federal Financial Institutions Examination Council Supervisory Policy —
Repurchase Agreements of Depository Institutions With Securities Dealers and
      Others, as adopted by the Comptroller of the Currency on October 31,
      1985;

     

    (f) sterling
      bills of exchange eligible for rediscount at the Bank of England and accepted
      by
      an Acceptable Bank (or their dematerialized equivalents);

     

    (g) any
      other
      debt security approved by the Required Lenders; and

     

    (h) any
      investment made by a Foreign Subsidiary in its jurisdiction of organization
      that
      is of character, credit quality and maturity similar to one of the investments
      described in clauses (a) through (f) above.

     

    “Casualty
      Event”
means
      any casualty or other insured damage to, or any taking under any power of
      eminent domain or condemnation or similar proceeding of, any assets of the
      Borrower or any of its Subsidiaries.

     

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

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

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

     

    “Change
      in Law”
means
      the occurrence, after the date of this Agreement, of any of the following:
      (a)
      the adoption or taking effect of any Law, (b) any change in any Law or in the
      administration, interpretation or application thereof by any Governmental
      Authority or (c) the making or issuance of any request, guideline or directive
      (whether or not having the force of law) by any Governmental
      Authority.

     

    “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 acting in its capacity as trustee,
      agent or other fiduciary or administrator of any such plan) other than THLee
      or
      any group of which THLee is a member 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 40% or more of either the aggregate ordinary
      voting power or the aggregate equity value represented by the issued and
      outstanding Equity Interests of the Borrower;

     

    (b) during
      any period of 12 consecutive months, a majority of the members of the board
      of
      directors or other equivalent governing body of the Borrower ceases 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 (excluding, in the case
      of
      clauses (ii) and (iii), any individual whose initial nomination for, or
      assumption of office as, a member of that board or equivalent governing body
      occurs as a result of an actual or threatened solicitation of proxies or
      consents for the election or removal of one or more directors by any person
      or
      group other than a solicitation for the election of one or more directors by
      or
      on behalf of the board of directors), or

     

    (c) the
      occurrence of a “Change of Control” (or a similar event, however denominated)
      under, and as defined in, any Indenture or any agreement, instrument or document
      governing or evidencing any Material Indebtedness of the Borrower that
      refinanced Indebtedness under any Indenture (in each case, after giving effect
      to any applicable grace period).

     

    “Class”
refers
      (a) when used in reference to any Loan or Borrowing, to whether such Loan,
      or
      the Loans comprising such Borrowing, are Dollar Term B Loans, Dollar Term B
      II Loans or Euro Term Loans, (b) when used in reference to any Commitment,
      to
      whether such Commitment is a Dollar Term B Commitment, a Dollar Term B II
      Commitment, a Euro Term Commitment or an LC Commitment and (c) when used in
      reference to any Lender, to whether such Lender is a Dollar Term B Lender,
      a Dollar Term B II Lender, a Euro Term Lender or an LC Lender.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Closing
      Date”
means
      the first date on which all of the conditions precedent set forth in
Article IV
      are
      satisfied or waived in accordance with Section 10.01.

     

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

     

    “Collateral”
means
      all of the “Collateral”, “Mortgaged Property” and terms of similar import
      referred to in the Collateral Documents and intended under the terms of the
      Collateral Documents to be subject to Liens in favor of the Collateral Agent
      for
      the benefit of the Secured Parties.

     

    “Collateral
      Agent”
means
      GSCP, in its capacity as the collateral agent under the Guarantee and Collateral
      Agreement and the other Collateral Documents, or any successor collateral
      agent.

     

    “Collateral
      Documents”
means,
      collectively, the Guarantee and Collateral Agreement, the Mortgages, the Foreign
      Pledge Agreements, the deposit account or securities account control agreements
      required to be entered into by this Agreement or the Guarantee and Collateral
      Agreement and each other document or agreement that creates or purports to
      create a Lien in favor of the Collateral Agent, for the benefit of the Secured
      Parties.

     

    “Commitment”
means
      a
      Dollar Term B Commitment, a Dollar Term B II Commitment, a Euro Term
      Commitment or an LC Commitment, as the context may require.

     

    “Committed
      Loan Notice”
means
      a
      notice of (a) a Borrowing, (b) a conversion of Dollar Term Loans from one
      Type to the other or (c) a continuation of Eurocurrency Rate Loans, delivered
      by
      the Borrower pursuant to Section 2.02(a),
      which
      shall be substantially in the form of Exhibit B.

     

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

     

    “Consolidated
      Current Assets”
means,
      as of any date of determination, the total assets of the Borrower and its
      Subsidiaries on a consolidated basis that may properly be classified as current
      assets in accordance with GAAP, excluding cash and Cash
      Equivalents.

     

    “Consolidated
      Current Liabilities”
means,
      as of any date of determination, the total liabilities of the Borrower and
      its
      Subsidiaries on a consolidated basis that may properly be classified as current
      liabilities in accordance with GAAP, excluding the current portion of long-term
      debt.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    “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
      (a)
      without duplication and to the extent deducted in calculating such Consolidated
      Net Income, the sum of: (i) Consolidated Interest Expense for such period,
      (ii)
      the provision for Taxes payable by the Borrower and its Subsidiaries for such
      period, (iii) depreciation and amortization expense for such period, (iv)
      severance costs for such period, (v) Restructuring Charges and cash
      extraordinary or cash non-recurring losses or charges incurred by the Borrower
      and the Subsidiaries for such period, provided
      that
      such Restructuring Charges and such cash extraordinary and cash non-recurring
      losses and charges shall not exceed, in the aggregate since the Closing Date,
      an
      amount (such amount being referred to as the “Permitted
      Basket Amount”)
      equal
      to (A) $50,000,000 minus
      (B) the
      aggregate amount of cash payments not deducted as set forth in clause (b)(ii)
      below in reliance on the proviso set forth at the end of such clause, (vi)
      non-cash extraordinary or non-cash non-recurring losses or charges for such
      period (and excluding any such non-cash losses and charges in respect of an
      item
      that was included in Consolidated Net Income in a prior period) and (vii) fees,
      costs and expenses incurred by the Borrower and its Subsidiaries during the
      fiscal year ended September 30, 2007 in connection with the Exchange Offer
      and the other Transactions in an aggregate amount not to exceed $50,000,000
      and
minus
      (b) the sum of (i) without duplication and to the extent included in
      calculating such Consolidated Net Income, extraordinary or non-recurring gains
      for such period and (ii) all cash payments made during such period on account
      of
      non-cash losses and charges (other than any Restructuring Charges) that were
      added to Consolidated EBITDA pursuant to clause (a)(vi) above in a prior period,
      provided
      that no
      cash payment shall be required to be deducted pursuant to this clause (b)(ii)
      to
      the extent such payment does not exceed the Permitted Basket Amount as in effect
      at the end of the period during which such payment was made (such Permitted
      Basket Amount to be determined, for purposes of this calculation, without giving
      effect to such payment); provided
      that
      (A) in the event the Borrower or its Subsidiaries shall have consummated an
      Acquisition, the Consolidated EBITDA for any period during which such
      Acquisition shall have been consummated shall be calculated on a pro forma
      basis
      (based on the historical financial statements of the Person acquired or the
      assets of which were acquired) to give effect to such Acquisition (including
      any
      resulting increase or reduction in Indebtedness) as if such Acquisition had
      occurred on the first day of such period and (B) in the event the Borrower
      or
      its Subsidiaries shall have consummated a Specified Disposition, the
      Consolidated EBITDA for any period during which such Specified Disposition
      shall
      have been consummated shall be calculated on a pro forma basis (based on the
      historical financial statements of the Borrower and its Subsidiaries) to give
      effect to such Specified Disposition (including any resulting increase or
      reduction in Indebtedness) as if such Specified Disposition had occurred on
      the
      first day of such period, in each case as reasonably determined by the Borrower.
      The Compliance Certificate delivered for any period for which any adjustments
      to
      the Consolidated EBITDA set forth in clause (A) or (B) above shall have been
      made shall include a computation of such adjustments in reasonable
      detail.

     

    “Consolidated
      Interest Expense”
means,
      for any period, the interest expense for the Borrower and its Subsidiaries
      on a
      consolidated basis for such period, determined in accordance with GAAP. In
      the
      event the Borrower or any Subsidiary shall have consummated an Acquisition
      or a
      Specified Disposition, the Consolidated Interest Expense for any period during
      which such Acquisition or Specified Disposition shall have been consummated
      shall be calculated on a pro forma basis to give effect to all increases or
      decreases in Indebtedness directly related to such Acquisition or such Specified
      Disposition as if such Acquisition or such Specified Disposition had occurred
      on
      the first day of such period, in each case as reasonably determined by the
      Borrower. The Compliance Certificate delivered for any period for which any
      adjustments to the Consolidated Interest Expense set forth in the preceding
      sentence shall have been made shall include a computation of such adjustments
      in
      reasonable detail.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Consolidated
      Net Income”
means,
      for any period, for the Borrower and its Subsidiaries on a consolidated basis,
      the net income (or loss) of the Borrower and its Subsidiaries for such period,
      provided
      that
      there shall be excluded (a) the net income of any Subsidiary to the extent
      that
      the declaration or payment of dividends or similar distributions by such
      Subsidiary from such income is not at the time permitted by the terms of its
      charter or by-laws or any judgment, decree, order or other Law, or any
      agreement, indenture or other instrument that is binding on such Subsidiary
      (other than any agreement, indenture or other instrument the breach of which
      could not reasonably be expected to result in a Material Adverse Effect), (b)
      the net income of any Person (other than the Borrower) in which any other Person
      (other than the Borrower or a Wholly-Owned Subsidiary or any director holding
      qualifying shares, or any Person holding shares due to native ownership
      requirements, in accordance with applicable Law) has a joint interest, except
      to
      the extent of the amount of dividends or other distributions actually paid
      by
      such Person to the Borrower or a Wholly-Owned Subsidiary during such period
      and
      (c) any after-tax gains or losses attributable to any Specified Disposition
      or
      returned surplus assets of any Pension Plan.

     

    “Consolidated
      Secured Indebtedness”
means,
      as of any date of determination, (a) the aggregate outstanding amount on such
      date of Indebtedness (other than Indebtedness referred to in clause (f) of
      the
      definition of such term) of the Borrower and its Subsidiaries on a consolidated
      basis that (i) is secured by Liens on assets of the Borrower or any of its
      Subsidiaries or (ii) represents Attributable Indebtedness (other than Synthetic
      Debt), minus
      (or, if
      negative, plus)
      (b) the
      amount (which may be negative) by which the Equivalent in Dollars of any such
      Indebtedness denominated in a foreign currency exceeds the Average Dollar
      Equivalent of such Indebtedness, minus
      (c) the
      lesser of (i) the aggregate amount of unrestricted cash and Cash Equivalents
      owned by the Borrower and its Subsidiaries on such date and (ii)
      $25,000,000.

     

    “Consolidated
      Working Capital”
means,
      as at any date of determination, the excess of Consolidated Current Assets
      over
      Consolidated Current Liabilities.

     

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

     

    “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, other than the Loan
      Documents.

     

    “Control”
means
      the possession, directly or indirectly, of the power (a) 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, or (b) to vote 10% or more
      of the Equity Interests having ordinary voting power for the election of members
      of the board of directors or equivalent governing body of such Person.
“Controlling”
and
      “Controlled”
have
      meanings correlative thereto.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Credit
      Extension”
means
      the making of a Borrowing or the issuance, amendment, renewal or extension
      of a
      Letter of Credit.

     

    “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 constitute an Event
      of
      Default.

     

    “Default
      Rate”
means
      (a) when used with respect to Obligations other than LC Lender Fees, an interest
      rate per annum equal to (i) the Base Rate, plus
      (ii) the
      Applicable Rate applicable to Base Rate Loans, plus
      (iii)
      2.0% per annum; provided,
      however,
      that
      with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest
      rate per annum equal to the interest rate (including the Applicable Rate)
      otherwise applicable to such Loan plus 2.0% per annum; and (b) when used with
      respect to LC Lender Fees, the aggregate rate per annum at which LC Lender
      Fees
      shall otherwise accrue hereunder plus
      2.0% per
      annum.

     

    “Deposit
      Agent”
means
      Wachovia Bank, National Association, in its capacity as the deposit agent for
      the LC Facility under this Agreement, or any successor deposit
      agent.

     

    “Disposition”
or
      “Dispose”
means,
      with respect to any Person, the sale, transfer, or other disposition of any
      assets by such Person, including any sale and leaseback transaction (but
      excluding other license or lease arrangements entered into in the ordinary
      course of business or that are customarily entered into by the companies in
      the
      same or similar line of business).

     

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

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

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

     

    “Dollar
      Term B Commitment”
means,
      as to each Lender, its obligation, if any, to make Dollar Term B Loans to the
      Borrower pursuant to Section 2.01(a)
      in an
      aggregate principal amount at any one time outstanding not to exceed the amount
      set forth opposite such Lender’s name on Schedule 2.01
      under
      the caption “Dollar Term B Commitment” or opposite such caption in the
      Assignment and Assumption pursuant to which such Lender becomes a party hereto,
      as applicable, as such amount may be adjusted from time to time in accordance
      with this Agreement. The initial aggregate amount of the Lenders’ Dollar Term B
      Commitments is $1,000,000,000.

     

    “Dollar
      Term B Facility”
means,
      at any time, (a) on or prior to the Closing Date, the aggregate amount of the
      Dollar Term B Commitments at such time and (b) thereafter, the aggregate
      principal amount of the Dollar Term B Loans of all Dollar Term B Lenders
      outstanding at such time.

     

    “Dollar
      Term B Lender”
means
      any Lender that has a Dollar Term B Commitment or holds a Dollar Term B
      Loan.

     

    “Dollar
      Term B Loan”
means
      an advance made by any Dollar Term B Lender under the Dollar Term B
      Facility.


    
      
         

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

        


        “Dollar
          Term B II Commitment”
          means,
          as to each Lender, its obligation, if any, to make Dollar Term B II Loans
          to the
          Borrower pursuant to Section 2.01(a) in an aggregate principal amount at
          any one
          time outstanding not to exceed the amount set forth opposite such Lender’s name
          on Schedule 2.01 under the caption “Dollar Term B II Commitment” or opposite
          such caption in the Assignment and Assumption pursuant to which such Lender
          becomes a party hereto, as applicable, as such amount may be adjusted from
          time
          to time in accordance with this Agreement. The initial aggregate amount
          of the
          Lenders’ Dollar Term B II Commitments is $200,000,000.

        


        “Dollar
          Term B II Facility”
          means,
          at any time, (a) on or prior to the Closing Date, the aggregate amount
          of the
          Dollar Term B II Commitments at such time and (b) thereafter, the aggregate
          principal amount of the Dollar Term B II Loans of all Dollar Term B II
          Lenders
          outstanding at such time.

        


        “Dollar
          Term B II Lender”
          means
          any Lender that has a Dollar Term B II Commitment or holds a Dollar Term
          B II
          Loan.

        


        “Dollar
          Term B II Loan”
          means an
          advance made by any Dollar Term B II Lender under the Dollar Term B II
          Facility.

        


        “Dollar
          Term Facility”
          means a
          Dollar Term B Facility or a Dollar Term B II Facility, as the context may
          require.

      

       

      
        “Dollar
          Term Lender”
          means a
          Dollar Term B Lender or a Dollar Term B II Lender, as the context may
          require.

         

      

    

    “Dollar
      Term Loan”
means
      a
      Dollar Term B Loan or a Dollar Term B II Loan, as the context may
      require.

     

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

     

    “Dormant
      Subsidiaries”
means
      any Subsidiary so designated by the Borrower in a certificate to the
      Administrative Agent as to the matters below, so long as, in the case of each
      Subsidiary so designated, (a) such Subsidiary, taken together with all other
      Subsidiaries so designated, does not have consolidated assets with a fair market
      value in the aggregate in excess of 2.5% of the Total Assets and (b) such
      Subsidiary transacts no business and has no operations other than activities
      required to maintain its existence; provided
      that no
      Subsidiary may be a Dormant Subsidiary if the Borrower or any of its other
      Subsidiaries provides any credit support thereto or is liable in any respect
      for
      the liabilities thereof greater in the aggregate than such Subsidiary’s fair
      market value.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Eligible
      Assignee”
means
      (a) any Lender, any Affiliate of any Lender and any Related Fund (any two or
      more Related Funds being treated as a single Eligible Assignee for all purposes
      hereof) and (b) any commercial bank, insurance company, investment or
      mutual fund or other entity that is an “accredited investor” (as defined in
      Regulation D under the Securities Act of 1933) and which extends credit or
      buys loans; provided
      that
      neither the Borrower nor any Affiliate of the Borrower shall be an Eligible
      Assignee.

     

    “Environmental
      Laws”
means
      any and all Federal, state, local, and foreign statutes, laws, regulations,
      codes, ordinances, rules, judgments, orders, decrees, permits, concessions,
      grants, franchises, licenses, agreements or governmental restrictions relating
      to pollution, the protection of the environment or natural resources, or the
      presence, management or release into the environment of any pollutants,
      including those related to hazardous substances or wastes, air emissions and
      discharges to waste or public systems, or to health and safety
      matters.

     

    “Environmental
      Liabilities”
means
      all liabilities, obligations, damages, losses, claims, actions, suits,
      judgments, orders, directives, fines, penalties, demands, investigations,
      notices, notices of violation, fees, expenses and costs (including
      administrative oversight costs, natural resource damages and the costs of any
      investigation, study, sampling, testing, abatement, cleanup, removal,
      remediation or other response action necessary to remove, remediate, clean
      up or
      abate any Hazardous Materials), whether contingent or otherwise, arising out
      of
      or relating to (a) compliance or non-compliance with any Environmental
      Law, (b) the generation, use, handling, manufacture, possession, presence,
      processing, transportation, storage, treatment or disposal of any Hazardous
      Materials, (c) exposure to any Hazardous Materials or (d) the Release or
      threatened Release of any Hazardous Materials into the environment.

     

    “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 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.

     

    “Equity
      Issuance”
means
      the issuance by the Borrower or any of its Subsidiaries of any Equity Interests,
      or the receipt by the Borrower or any of its Subsidiaries of any capital
      contribution, other than (a) any such issuance of Equity Interests to, or
      receipt of any such capital contribution from, the Borrower or any of its
      Subsidiaries, (b) any such issuance of Equity Interests of the Borrower to
      directors, officers and employees of the Borrower and its Subsidiaries in the
      ordinary course of business pursuant to compensation or incentive plans of
      the
      Borrower or (c) any such issuance of Equity Interests as directors’ qualifying
      shares.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    “Equivalent”
in
      Dollars of any foreign currency on any date means the equivalent in Dollars
      of
      such foreign currency determined by using the prevailing foreign exchange spot
      rate of JPMorgan Chase Bank, N.A., or another commercial bank reasonably
      acceptable to the Administrative Agent, and the “Equivalent” in any foreign
      currency of Dollars on any date means the equivalent in such foreign currency
      of
      Dollars determined by using the prevailing foreign exchange spot rate of
      JPMorgan Chase Bank, N.A., or such other commercial bank, for such
      date.

     

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

     

    “ERISA
      Affiliate”
means
      any trade or business (whether or not incorporated) under common control with
      the Borrower 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) the existence with
      respect to any Pension Plan of an “accumulated funding deficiency” (as defined
      in Section 412 of the Code or Section 302 of ERISA), and, whether or not waived,
      the failure to make by its due date a required installment under Section 412(m)
      of the Code with respect to any Pension Plan or the failure to make any required
      contribution to a Multiemployer Plan; (c) a withdrawal by the Borrower or any
      ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during
      a plan year in which it was a substantial employer (as defined in
      Section 4001(a)(2) of ERISA) or a cessation of operations that is treated
      as such a withdrawal under Section 4062(e) of ERISA; (d) a complete or
      partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer
      Plan, or notification that a Multiemployer Plan is in reorganization or has
      been
      terminated, within the meaning of Title IV of ERISA; (e) the filing of a notice
      of intent to terminate, the treatment of a Pension 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;
      (f)
      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; (g) a determination that any Pension Plan
      is, or is expected to be, in “at-risk” status (as defined in Section
      303(i)(4)(A) of ERISA or Section 403(i)(4)(A) of the Code); (h) the application
      for a minimum funding waiver with respect to a Pension Plan; (i) the imposition
      of any liability under Title IV of ERISA, other than for PBGC premiums due
      but
      not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA
      Affiliate; (j) the occurrence of a nonexempt prohibited transaction (within
      the
      meaning of Section 4975 of the Code or Section 406 of ERISA) which could result
      in liability to the Borrower or any of its Subsidiaries or (k) any other event
      similar to those described under (a) - (j) with respect to any Foreign
      Plan.

     

    “Euro”
and
      “€”
means
      the single currency of the participating members of the European
      Union.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    “Euro
      Term Borrowing”
means
      a
      borrowing consisting of simultaneous Euro Term Loans having the same Interest
      Period made by the Euro Term Lenders pursuant to Section 2.01(c).

     

    “Euro
      Term Commitment”
means,
      as to each Lender, its obligation, if any, to make Euro Term Loans to the
      Borrower pursuant to Section 2.01(c)
      in an
      aggregate principal amount at any one time outstanding not to exceed the amount
      set forth opposite such Lender’s name on Schedule 2.01
      under
      the caption “Euro Term Commitment” or opposite such caption in the Assignment
      and Assumption pursuant to which such Lender becomes a party hereto, as
      applicable, as such amount may be adjusted from time to time in accordance
      with
      this Agreement. The initial aggregate amount of the Lenders’ Euro Term
      Commitments is the Equivalent in Euros as of the Closing Date of $350,000,000
      (€262,000,000).

     

    “Euro
      Term Facility”
means,
      at any time, (a) on or prior to the Closing Date, the aggregate amount of the
      Euro Term Commitments at such time and (b) thereafter, the aggregate principal
      amount of the Euro Term Loans of all Euro Term Lenders outstanding at such
      time.

     

    “Euro
      Term Lender”
means
      any Lender that has a Euro Term Commitment or holds a Euro Term
      Loan.

     

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

     

    “Eurocurrency
      Rate”
means,
      for any Interest Period, with respect to a Eurocurrency Rate Loan, the rate
      per
      annum (rounded upward, if necessary, to the next 1/100th of 1%) determined
      by
      the Administrative Agent as follows:

     

    
      
        	 	
                Eurocurrency
                  Rate =

              	
                Eurocurrency
                  Base Rate

                
                  1.00
                    - Eurocurrency Reserve
                    Percentage

                

              


      

    

     

    “Eurocurrency
      Base Rate”
means,
      for such Interest Period, the rate per annum equal to the British Bankers
      Association LIBOR Rate (“BBA
      LIBOR”),
      as
      published by Reuters (or other commercially available source providing
      quotations of BBA LIBOR as designated by the Administrative Agent from time
      to
      time) at approximately 11:00 a.m., London time, two Business Days prior to
      the
      commencement of such Interest Period, for deposits in Dollars or in Euros,
      as
      applicable (in each case, for delivery on the first day of such Interest Period)
      with a term equivalent to such Interest Period. If such rate is not available
      at
      such time for any reason, then the “Eurocurrency Base Rate” for such Interest
      Period shall be the rate per annum determined by the Administrative Agent to
      be
      the rate at which deposits in Dollars or in Euros, as applicable, for delivery
      on the first day of such Interest Period in same day funds in the approximate
      amount of the Eurocurrency Rate Loan being made, continued or converted by
      JPMorgan Chase Bank, N.A. and with a term equivalent to such Interest Period
      would be offered by the London Branch of JPMorgan Chase Bank, N.A. to major
      banks in the London interbank eurocurrency market at their request at
      approximately 11:00 a.m., London time, two Business Days prior to the first
      day
      of such Interest Period.

     

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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    “Eurocurrency
      Reserve Percentage”
means,
      for any day during any Interest Period, the reserve percentage (expressed as
      a
      decimal, carried out to five decimal places) in effect on such day, whether
      or
      not applicable to any Lender, under regulations issued from time to time by
      the
      FRB for determining the maximum reserve requirement (including any emergency,
      supplemental or other marginal reserve requirement) with respect to Eurocurrency
      funding (currently referred to as “Eurocurrency liabilities”). The Eurocurrency
      Rate for each outstanding Eurocurrency Rate Loan shall be adjusted automatically
      as of the effective date of any change in the Eurocurrency Reserve
      Percentage.

     

    “Eurodollar
      Rate Loan”
means
      any Eurocurrency Rate Loan denominated in Dollars.

     

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

     

    “Excess
      Cash Flow”
means,
      for any period, the remainder of 

     

    (a) the
      sum,
      without duplication, of

     

    (i) Consolidated
      EBITDA for such period 

     

    plus

     

    (ii) to
      the
      extent deducted or not added in calculating Consolidated EBITDA, the aggregate
      amount of all extraordinary or non-recurring cash gains recognized by the
      Borrower and its Subsidiaries for such period,

     

    plus

     

    (iii) the
      Consolidated Working Capital Adjustment for such period (if a positive
      number),

     

    less

     

    (b) the
      sum,
      without duplication, of

     

    (i) cash
      from
      operations used by the Borrower and its Subsidiaries during such period to
      make
      repayments of the outstanding principal amount of the Loans pursuant to
Section 2.06,
      scheduled principal repayments of any other long-term Indebtedness of the
      Borrower and its Subsidiaries and the portion of any scheduled payments with
      respect to Capital Leases allocable to principal, provided,
      in each
      case, that such Indebtedness is permanently reduced as a result
      thereof,

     

    plus

     

    (ii) cash
      from
      operations used by the Borrower and its Subsidiaries during such period to
      make
      voluntary prepayments of the outstanding principal amount of the Loans pursuant
      to Section 2.04(a),
      voluntary principal prepayments of any other long-term Indebtedness of the
      Borrower and its Subsidiaries and the portion of any voluntary prepayments
      with
      respect to Capital Leases allocable to principal, provided,
      in each
      case, that such Indebtedness is permanently reduced as a result
      thereof,

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    plus

     

    (iii) cash
      from
      operations used by the Borrower and its Subsidiaries during such period to
      make
      Capital Expenditures,

     

    plus

     

    (iv) all
      Taxes
      paid by the Borrower and its Subsidiaries during such period,

     

    plus

     

    (v) the
      cash
      component of Consolidated Interest Expense of the Borrower and its Subsidiaries
      for such period,

     

    plus

     

    (vi) cash
      from
      operations used by the Borrower and its Subsidiaries during such period to
      pay
      Restricted Payments permitted under Section
      7.06(d)
      or
(e),

     

    plus

     

    (vii) to
      the
      extent added or not deducted in calculating Consolidated EBITDA, extraordinary
      and non-recurring cash charges (including cash Restructuring Charges) for such
      period,

     

    plus

     

    (viii) cash
      expenses or charges incurred by the Borrower and its Subsidiaries during such
      period in connection with or in contemplation of any Investment permitted under
      Section 7.03,
      issuance of Equity Interests permitted hereunder and issuance or incurrence
      of
      Indebtedness permitted under Section 7.02,
      whether
      or not consummated,

     

    plus

     

    (ix) to
      the
      extent added or not deducted in calculating Consolidated EBITDA, cash costs,
      fees and expenses (including any applicable premium) incurred by the Borrower
      and its Subsidiaries during such period in connection with the Transactions
      or
      exchanges, redemptions or refinancings of any Indebtedness that are permitted
      by
      this Agreement,

     

    plus

     

    (x) cash
      from
      operations used by the Borrower and its Subsidiaries during such period to
      consummate a Permitted Acquisition,

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    plus

     

    (xi) the
      Consolidated Working Capital Adjustment for such period (if a negative number),
      represented by the absolute amount thereof,

     

    plus

     

    (xii) cash
      from
      operations used by the Borrower and its Subsidiaries to make payments in
      satisfaction of non-current liabilities, other than Indebtedness, during such
      period.

     

    “Exchange
      Offer”
means
      the exchange offer and the related solicitation of consents to certain
      amendments and waivers consummated pursuant to the Exchange Offer
      Circular.

     

    “Exchange
      Offer Circular”
means
      the Offering Circular and Consent Solicitation Statement of the Borrower dated
      March 16, 2007.

     

    “Excluded
      Taxes”
means,
      with respect to any Agent, any Lender, any LC Issuer or any other recipient
      of
      any payment to be made by or on account of any obligation of the Borrower
      hereunder, (a) Taxes imposed on or measured by its overall net income (however
      denominated), and franchise Taxes imposed on it (in lieu of net income Taxes),
      by the jurisdiction (or any political subdivision thereof) under the Laws of
      which such recipient is organized or in which its principal office is located
      or
      in which it otherwise does business or, in the case of any Lender, in which
      its
      applicable Lending Office is located or in which it otherwise does business,
      (b)
      any branch profits taxes imposed by the United States, (c) in the case of a
      Foreign Lender (other than an assignee pursuant to a request by the Borrower
      under Section 10.12),
      any
      United States withholding tax with respect to the Borrower that is imposed
      on
      amounts payable to such Foreign Lender at the time such Foreign Lender becomes
      a
      party hereto (or designates a new Lending Office) or is attributable to such
      Foreign Lender’s failure or inability (other than as a result of a Change in
      Law) to comply with Section 3.01(f),
      except
      to the extent that such Foreign Lender (or its assignor, if any) was entitled,
      at the time of designation of a new Lending Office (or assignment), to receive
      additional amounts from the Borrower with respect to such Tax pursuant to
Section 3.01(a)
      and (d)
      in the case of a Lender that is not a Foreign Lender, other than an assignee
      pursuant to a request by the Borrower under Section 10.12,
      any Tax
      that is imposed on amounts payable to such Lender at the time such Lender
      becomes a party hereto (or designates a new Lending Office) or is attributable
      to such Lender’s failure or inability (other than as a result of a Change in
      Law) to comply with Section 3.01(f),
      except
      to the extent that such Lender (or its assignor, if any) was entitled at the
      time of designation of a new Lending Office (or assignment), to receive
      additional amounts from the Borrower with respect to such Tax pursuant to
Section 3.01(a).

     

    “Existing
      Credit Agreement”
means
      the Fourth Amended and Restated Credit Agreement dated as of February 7, 2005,
      among the Borrower, certain Subsidiaries of the Borrower party thereto, the
      lenders party thereto, Bank of America, N.A., as administrative agent, and
      the
      other parties thereto, as heretofore amended.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    “Existing
      Letters of Credit”
means
      the letters of credit set forth on Schedule 2.03.

     

    “Facility”
means
      the Dollar Term B Facility, the Dollar Term B II Facility, the Euro Term
      Facility or the LC Facility, as the context may require.

     

    “Facilities
      Reduction Amount”
means,
      as of any date of determination, the amount by which (a) the sum of (i) the
      aggregate principal amount of Loans and the aggregate amount of LC Deposits,
      in
      each case, made on the Closing Date exceeds (b) the sum of (i) the
      aggregate principal amount of Loans and the aggregate amount of LC Exposure
      and
      unused LC Commitments outstanding on such date plus
      (ii) the aggregate principal amount of Loans prepaid on or prior to such
      date pursuant to Section 2.04(b)(ii),
      2.04(b)(iii),
      2.04(b)(iv)
      or
2.04(b)(viii).

     

    “Federal
      Funds Rate”
means,
      for any day, the rate per annum (expressed, as a decimal, rounded upwards,
      if
      necessary, to the next higher 1/100 of 1%) 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 charged to the Administrative Agent, in its
      capacity as a Lender, on such day on such transactions as determined by the
      Administrative Agent.

     

    “Fee
      Letters”
means
      (a) the Fee Letter dated March 11, 2007, between the Borrower and the Arrangers,
      (b) the Fee Letter dated March 30, 2007, between the Borrower and the
      Administrative Agent and (c) the Fee Letter dated March 30, 2007, between the
      Borrower and the Deposit Agent.

     

    “Fitch”
means
      Fitch Ratings and any successor thereto.

     

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

     

    “Foreign
      Lender”
means
      any Lender that is organized under the laws of a jurisdiction other than the
      United States, each State thereof and the District of Columbia.

     

    “Foreign
      Plan”
has
      the
      meaning specified in Section 5.12(c).

     

    “Foreign
      Pledge Agreement”
means
      a
      pledge or similar agreement with respect to the Equity Interests of a Foreign
      Subsidiary that is governed by the Law of a jurisdiction other than the United
      States, in form and substance reasonably satisfactory to the Administrative
      Agent.

     

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

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

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

     

    “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 or such other principles as may be
      approved by a significant segment of the accounting profession in the United
      States, which are applicable to the circumstances as of the date of
      determination.

     

    “Governmental
      Authority”
means
      the government of the United States or any other nation, or of any political
      subdivision thereof, whether state or local, and any agency, authority,
      instrumentality, regulatory body, court, central bank or other entity exercising
      executive, legislative, judicial, taxing, regulatory or administrative powers
      or
      functions of or pertaining to government (including any supra-national bodies
      such as the European Union or the European Central Bank).

     

    “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
      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). The amount of any
      Guarantee shall be deemed to be an amount equal to the stated or determinable
      amount of the related primary obligation, or portion thereof, 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.

     

    “Guarantee
      and Collateral Agreement”
means
      the Guarantee and Collateral Agreement among the Borrower, the Subsidiary Loan
      Parties and the Collateral Agent, substantially in the form of Exhibit
      D
      hereto.

     

    “Guarantee
      and Collateral Requirement”
means,
      at any time, the requirement that:

     

    (a) the
      Collateral Agent shall have received from each Loan Party either (i) a
      counterpart of the Guarantee and Collateral Agreement duly executed and
      delivered on behalf of such Loan Party or (ii) in the case of any Person
      that becomes a Loan Party after the Closing Date, a supplement to the Guarantee
      and Collateral Agreement, in the form specified therein, duly executed and
      delivered on behalf of such Loan Party;

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (b) all
      outstanding Equity Interests of each Subsidiary directly owned by any Loan
      Party
      shall have been pledged pursuant to the Guarantee and Collateral Agreement
      (except that the Loan Parties shall not be required to pledge any Equity
      Interests of any Dormant Subsidiary or more than 65% of the outstanding voting
      Equity Interests of any Foreign Subsidiary) and the Collateral Agent shall
      have
      received certificates or other instruments representing all such Equity
      Interests, together with undated stock powers or other instruments of transfer
      with respect thereto endorsed in blank;

     

    (c) all
      Indebtedness of the Borrower and each Subsidiary that is owing to any Loan
      Party
      shall be evidenced by a promissory note and shall have been pledged pursuant
      to
      the Guarantee and Collateral Agreement, and the Collateral Agent shall have
      received all such promissory notes, together with undated instruments of
      transfer with respect thereto endorsed in blank;

     

    (d) all
      documents and instruments, including Uniform Commercial Code financing
      statements and documents required by Law or reasonably requested by the
      Collateral Agent to be filed, registered or recorded to create the Liens
      intended to be created by the Guarantee and Collateral Agreement and perfect
      such Liens to the extent required by, and with the priority required by, the
      Guarantee and Collateral Agreement, shall have been filed, registered or
      recorded or delivered to the Collateral Agent for filing, registration or
      recording;

     

    (e) the
      Collateral Agent shall have received (i) counterparts of a Mortgage with respect
      to each Mortgaged Property duly executed and delivered by the record owner
      or
      lessee, as the case may be, of such Mortgaged Property, (ii) a policy or
      policies of title insurance issued by a nationally recognized title insurance
      company insuring the Lien of each such Mortgage as a valid first Lien on the
      Mortgaged Property described therein, free of any other Liens except as
      permitted by Section 7.01,
      together with such endorsements, coinsurance and reinsurance as the Collateral
      Agent may reasonably request, and (iii) such surveys, abstracts,
      appraisals, legal opinions and other documents as the Collateral Agent may
      reasonably request with respect to any such Mortgage or Mortgaged
      Property;

     

    (f) with
      respect to the pledge of Equity Interests in any Foreign Subsidiary required
      to
      be pledged under clause (b) above, the Collateral Agent shall have received
      a
      counterpart, duly executed and delivered by the applicable Loan Party, of such
      Foreign Pledge Agreements that the Collateral Agent reasonably requests and
      determines, based on the advice of counsel, to be required or advisable in
      order
      to create or perfect its security interest therein;

     

    (g) with
      respect to each deposit account maintained by any Loan Party (other than any
      such account the average daily balance in which does not exceed at any time
      $1,000,000 for any such account or $5,000,000 for all such accounts) and each
      securities account maintained by any Loan Party (other than any such account
      the
      fair value of the securities or other investment property held in which does
      not
      exceed at any time $1,000,000 for any such account or $5,000,000 for all such
      accounts), the Collateral Agent shall have received a counterpart, duly executed
      and delivered by the applicable depositary, securities intermediary or other
      financial institution, of a deposit account or securities account control
      agreement that the Collateral Agent determines to be required or advisable
      in
      order to perfect its security interest therein; provided
      that the
      foregoing shall not require delivery of any such agreement with respect to
      (i)
      accounts maintained outside the United States or (ii) deposit accounts with
      respect to which such a control agreement is prohibited under applicable Law
      or
      under agreements establishing such accounts (provided
      that
      such prohibitions in such agreements were not entered into in contemplation
      of
      the requirements set forth in this paragraph); and

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (h) each
      Loan
      Party shall have obtained all consents and approvals required to be obtained
      by
      it in connection with the execution and delivery of all Collateral Documents
      to
      which it is a party, the performance of its obligations thereunder and the
      granting by it of the Liens thereunder, in each case, other than any such
      consents and approvals that could not reasonably be expected to be material
      to
      the interests of the Lenders under the Loan Documents.

     

    The
      foregoing definition shall not require the creation or perfection of pledges
      of
      or security interests in, or the obtaining of title insurance, surveys or
      control agreements with respect to, particular assets if and for so long as,
      in
      the judgment of the Collateral Agent, the cost of creating or perfecting such
      pledges or security interests in such assets or obtaining title insurance,
      surveys or control agreements in respect of such assets shall be excessive
      in
      view of the benefits to be obtained by the Lenders therefrom. The Collateral
      Agent may grant extensions of time for the delivery of consents and approvals
      and the perfection of security interests in, or the obtaining of title insurance
      or surveys with respect to, particular assets (including extensions beyond
      the
      Closing Date for the perfection of security interests in the assets of the
      Loan
      Parties on such date) where it determines that such delivery or perfection
      cannot be accomplished without undue effort or expense by the time or times
      at
      which it would otherwise be required by this Agreement or the Collateral
      Documents.

     

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

     

    “Indebtedness”
means,
      as to any Person, without duplication, all of the following, each to the extent
      treated as indebtedness or liabilities in accordance with GAAP:

     

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

     

    
      
        
        

      

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

     

    (c) all
      obligations of such Person to pay the deferred purchase price of property or
      services (other than (i) trade accounts and accrued expenses payable in the
      ordinary course of business and (ii) any purchase price adjustment, earnout
      or
      deferred payment of a similar nature incurred in connection with a Permitted
      Acquisition or a Disposition, but only to the extent no payment is then owed
      pursuant to such purchase price adjustment, earnout or deferred payment
      obligation);

     

    (d) indebtedness
      (excluding prepaid interest thereon) secured by a Lien on property owned or
      being purchased by such Person (including indebtedness arising under conditional
      sales or other title retention agreements) in an amount up to the lesser of
      the
      amount of indebtedness so secured and the fair market value of the property
      securing such indebtedness, whether or not such indebtedness shall have been
      assumed by such Person or is limited in recourse;

     

    (e) all
      Attributable Indebtedness; 

     

    (f) all
      obligations of such Person to purchase, redeem, retire, defease or otherwise
      make any cash payment (other than, in each case, at the sole option of such
      Person or pursuant to exercise by any holder of common stock of such Person,
      or
      of options with respect to such common stock, of a right under any equity
      incentive plan of such Person to require a repurchase thereof in connection
      with
      any Taxes payable by such holder as a result of vesting, or lapse of
      restrictions on transfer, of such common stock or options, to the extent the
      payment made in any such repurchase does not exceed the amount of Taxes so
      payable) in respect of any Equity Interest in such Person or any other Person
      or
      any warrant, right or option to acquire such Equity Interest, valued, in the
      case of a redeemable preferred interest, at the greater of its voluntary or
      involuntary liquidation preference plus accrued and unpaid dividends; and


     

    (g) all
      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) 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”
means,
      collectively, any and all liabilities (including Environmental Liabilities),
      obligations, losses, damages, penalties, claims, actions, judgments, suits,
      costs, expenses and disbursements of any kind or nature whatsoever (including
      the reasonable out-of-pocket fees and expenses of consultants and fees and
      disbursements of counsel for Indemnitees in connection with any investigative,
      administrative or judicial proceeding or hearing commenced or threatened by
      any
      Person, whether or not any such Indemnitee shall be designated as a party or
      a
      potential party thereto, and any fees or expenses incurred by Indemnitees in
      enforcing this indemnity), whether direct, indirect or consequential and whether
      based on any Laws (including Securities Laws, commercial Laws and Environmental
      Laws), on common law or equitable cause or on contract or otherwise, that may
      be
      imposed on, incurred by, or asserted against any such Indemnitee, in any manner
      relating to or arising out of (a) this Agreement or the other Loan Documents
      or
      the transactions contemplated hereby or thereby (including the Lenders’ and the
      LC Issuers’ agreement to make Credit Extensions or the use or intended use of
      the proceeds thereof, or any enforcement of any of the Loan Documents (including
      any sale of, collection from, or other realization upon any of the Collateral
      or
      the enforcement of any Guarantee of the Obligations)), (b) the commitment letter
      (and the Fee Letters) delivered by any Agent or any Arranger to the Borrower
      with respect to the transactions contemplated by this Agreement or (c) any
      Environmental Liability or any Hazardous Materials relating to or arising from,
      directly or indirectly, any past or present activity, operation, land ownership
      or practice of the Borrower or any of its Subsidiaries.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    “Indemnified
      Taxes” means
      Taxes arising from any payment hereunder or under any other Loan Document,
      other
      than Excluded Taxes.

     

    “Indemnitees”
has
      the
      meaning specified in Section 10.04(b).

     

    “Indentures”
means,
      collectively, the 2013 New Indenture, the 2013 Original Indenture, as
      supplemented by the 2013 Supplemental Indenture, and the
      2015 Indenture.

     

    “Information
      Memorandum”
means
      the Information Memorandum dated March 2007, used by the Arrangers in
      connection with the syndication of the Facilities.

     

    “Interest
      Payment Date”
means
      (a) as to any Loan other than a Base Rate Loan, the last day of each Interest
      Period applicable to such Loan and the Term Maturity Date; provided,
      however,
      that if
      any Interest Period for a Eurocurrency 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, the last Business Day of each March, June, September and December
      and
      the Term Maturity Date.

     

    “Interest
      Period”
means,
      as to each Eurocurrency Rate Loan, the period commencing on the date such
      Eurocurrency Rate Loan is disbursed or converted to or continued as a
      Eurocurrency 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, to
      the
      extent agreed to by all applicable Lenders, nine or twelve months thereafter;
      provided
      that:

     

    (a) 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 (i) such Business
      Day falls in another calendar month or (ii) such Business Day falls more than
      365 days after the commencement of such Interest Period (or if such Interest
      Period includes February 29, 366 days), in which case such Interest Period
      shall
      end on the next preceding Business Day;

     

    (b) 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

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (c) no
      Interest Period shall extend beyond the Term Maturity Date.

     

    “Internal
      Control Event”
means
      a
      material fraud that involves management employees who have a significant role
      in
      the internal controls over financial reporting of the Borrower, in each case
      as
      described in the Securities Laws.

     

    “Investment”
means,
      as to any Person, any direct or indirect acquisition or investment by such
      Person, whether by means of (a) the purchase or other acquisition of Equity
      Interests 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 interest in, another 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. 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.

     

    “IP
      Rights”
has
      the
      meaning specified in Section 5.16.

     

    “IRB
      Debt”
means
      Indebtedness of the Borrower arising as a result of the issuance of tax-exempt
      industrial revenue bonds or similar tax-exempt public financing.

     

    “IRS”
means
      the United States Internal Revenue Service.

     

    “Laws”
means,
      collectively, all international, foreign, Federal, state and local statutes,
      treaties, rules, regulations, ordinances and codes, and all applicable
      administrative orders and agreements with, any Governmental Authority, in each
      case having the force of law.

     

    “LC
      Availability Period”
means
      the period from and including the Closing Date to but excluding the earlier
      of
      the LC Maturity Date and the date of termination of the LC
      Commitments.

     

    “LC
      Commitment” means,
      as
      to each Lender, its obligation, if any, to acquire participations in Letters
      of
      Credit pursuant to Section 2.03
      not to
      exceed the amount, expressed as an amount representing the maximum aggregate
      permitted amount of such LC Lender’s LC Exposure hereunder, set forth opposite
      such Lender’s name on Schedule 2.01
      under
      the caption “LC Commitment” or opposite such caption in the Assignment and
      Acceptance pursuant to which such Lender becomes a party hereto, as applicable,
      as such amount may be adjusted from time to time in accordance with this
      Agreement. The initial aggregate amount of the Lenders’ LC Commitments is
      $50,000,000.

     

    “LC
      Deposit”
means,
      as to each LC Lender at any time, the amount actually on deposit in the LC
      Deposit Account to the credit of such Lender’s Sub-Account at such time. The
      initial amount of each LC Lender’s LC Deposit is set forth opposite such
      Lender’s name on Schedule 2.01
      under
      the caption “LC Deposit” or opposite such caption in the Assignment and
      Acceptance pursuant to which such Lender becomes a party hereto, as applicable.
      The initial aggregate amount of the Lenders’ LC Deposits is
      $50,000,000.

     

    “LC
      Deposit Account”
has
      the
      meaning specified in Section 2.03(m).

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    “LC
      Deposit Return”
has
      the
      meaning specified in Section 2.03(p).

     

    “LC
      Disbursement”
means
      any payment made by an LC Issuer pursuant to a Letter of Credit.

     

    “LC
      Exposure”
means,
      at any time, the sum of (a) the aggregate undrawn amount of all outstanding
      Letters of Credit at such time plus
      (b) the aggregate amount of all LC Disbursements that have not yet been
      reimbursed by or on behalf of the Borrower at such time. The LC Exposure of
      any
      LC Lender at any time shall be its Applicable Percentage of the total LC
      Exposure at such time.

     

    “LC
      Facility”
means,
      at any time, (a) on or prior to the Closing Date, the aggregate amount of the
      LC
      Commitments of all LC Lenders at such time and (b) thereafter, the aggregate
      amount of the LC Deposits of all LC Lenders outstanding at such
      time.

     

    “LC
      Issuer”
means
      (a) Bank of America, N.A. and (b) each Lender or other financial institution
      designated as an LC Issuer pursuant to Section 2.03(j),
      in each
      case in its capacity as an issuer of Letters of Credit hereunder. Each LC Issuer
      may, in its discretion, arrange for one or more Letters of Credit to be issued
      by Affiliates of such LC Issuer, in which case the term “LC Issuer” shall
      include any such Affiliate with respect to Letters of Credit issued by such
      Affiliate.

     

    “LC
      Lender”
means
      any Lender that has an LC Deposit or an LC Exposure.

     

    “LC
      Lender Fees”
means
      the fees payable by the Borrower to the LC Lenders as set forth in Section 2.03(p)
      and the
      participation fees payable by the Borrower to the LC Lenders as set forth in
      Section 2.08(a).

     

    “LC
      Maturity Date”
means
      the sixth anniversary of the Closing Date.

     

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

     

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

     

    “Letter
      of Credit”
means
      any letter of credit issued and outstanding hereunder, including the Existing
      Letters of Credit. All Letters of Credit shall be denominated in
      Dollars.

     

    “Lien”
means
      any mortgage, pledge, hypothecation, encumbrance, lien (statutory or other),
      charge, priority or other security interest or preferential arrangement in
      the
      nature of a security interest of any kind (including (a) any conditional sale
      or
      other title retention agreement, (b) any easement, right of way or other
      encumbrance on title to real property (c) any financing lease having
      substantially the same economic effect as any of the foregoing, but not
      including the interest of a lessor under an operating lease).

     

    “Loan”
means
      an extension of credit in the form of a loan by a Lender to the Borrower under
      Article
      II,
      and may
      be a Dollar Term B Loan, a Dollar Term B II Loan or a Euro Term
      Loan.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    “Loan
      Documents”
means,
      collectively, this Agreement, the Guarantee and Collateral Agreement, the
      Mortgages and the other Collateral Documents.

     

    “Loan
      Parties”
means,
      collectively, the Borrower and the Subsidiary Loan Parties.

     

    “Material
      Adverse Effect”
means
      (a) a material adverse change in, or a material adverse effect upon, the
      operations, business, assets or financial condition of the Borrower and its
      Subsidiaries, taken as a whole, or (b) a material impairment of the
      legality, validity, binding effect or enforceability against any Loan Party
      of
      any Loan Document or of the rights and remedies, taken as a whole, of the
      Administrative Agent, the Collateral Agent or any Lender under any Loan
      Document, or of the ability of the Loan Parties, taken as a whole, to perform
      their obligations under the Loan Documents. 

     

    “Material
      Indebtedness”
means
      any Indebtedness of the Borrower or any of its Subsidiaries having an aggregate
      principal amount, including undrawn committed or available amounts, of at least
      the Threshold Amount.

     

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

     

    “Mortgage”
means
      a
      mortgage, deed of trust, assignment of leases and rents, leasehold mortgage
      or
      other security document creating or purporting to create a Lien on any Mortgaged
      Property in favor of the Collateral Agent, for the benefit of the Secured
      Parties. Each Mortgage shall be reasonably satisfactory in form and substance
      to
      the Collateral Agent.

     

    “Mortgaged
      Property”
means
      (a) each parcel of real property and the improvements thereto owned by a Loan
      Party that (i) constitutes a “mortgaged property” under the Existing Credit
      Agreement and with respect to which a Mortgage is requested by the Collateral
      Agent or (ii) has an estimated fair market value of $5,000,000 or more and
      (b)
      each leasehold interest in real property held by a Loan Party to the extent
      such
      leasehold interest is material to the business or operations of the Borrower
      and
      its Subsidiaries and could not readily be replaced on terms not materially
      less
      favorable to the lessee.

     

    “Multiemployer
      Plan”
means
      any employee benefit plan of the type described in Section 4001(a)(3) of
      ERISA to which the Borrower or any ERISA Affiliate makes or is obligated to
      make
      contributions.

     

    “Net
      Cash Proceeds”
      means:

     

    (a) with
      respect to any Disposition by the Borrower or any of its Subsidiaries, the
      excess, if any, of (i) the sum of cash and Cash Equivalents received in
      connection with such transaction (including any cash or Cash Equivalents
      received by way of deferred payment pursuant to, or by monetization of, a note
      receivable or otherwise, but only as and when so received) over (ii) the sum
      of
      (A) the principal amount of any Indebtedness (x) that is secured by the Disposed
      asset or (y) in the case of any Disposition by a Foreign Subsidiary, that is
      owed by such Foreign Subsidiary and, in each case under clause (x) or (y),
      that
      is required to be repaid in connection with such transaction (other than
      Indebtedness under the Loan Documents), together with any interest, premium
      or
      penalties required to be paid in connection therewith, (B) the direct costs
      and expenses (including sales commissions and legal, accounting and investment
      banking fees but excluding costs and expenses owed to any Affiliate of the
      Borrower (other than THLee)) incurred by the Borrower or such Subsidiary in
      connection with such transaction, (C) Taxes reasonably estimated to be actually
      payable within one year of the date of such transaction (or receipt of a
      deferred payment, as applicable) as a result of any gain recognized in
      connection therewith, (D) any reserve for adjustment in respect of
      (x) sale price of the Disposed assets established in accordance with GAAP
      and (y) any liabilities associated with such asset and retained by the
      Borrower or any of its Subsidiaries after such Disposition thereof, including
      pension and other post-employment benefit liabilities and liabilities related
      to
      environmental matters or against any indemnifications obligations associated
      with such transaction and (E) at any time when the Permitted ABL Facility shall
      be in existence and the commitments thereunder shall be in effect, the aggregate
      amount by which the “borrowing base” thereunder shall be reduced as a result of
      such transaction;

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (b) with
      respect to any Casualty Event, the excess of (i) the sum of the cash and Cash
      Equivalents received in connection with such event, including insurance proceeds
      (other than proceeds of any business interruption insurance) over (ii) the
      sum
      of (A) the principal amount of Indebtedness that is secured by the applicable
      asset and that is required to be repaid in connection with such event (other
      than Indebtedness under the Loan Documents), together with any interest, premium
      or penalties required to be paid in connection therewith, and (B) Taxes
      reasonably estimated to be actually payable within one year of the date of
      such
      event as a result of any gain recognized in connection therewith;
      and

     

    (c) with
      respect to the incurrence or issuance of any Indebtedness by the Borrower or
      any
      of its Subsidiaries or any Equity Issuance, the excess of (i) the sum of
      the cash and Cash Equivalents received in connection with such transaction
      over
      (ii) the sales and underwriting discounts, fees and commissions and other
      direct costs and expenses (including legal, accounting and investment banker
      fees) incurred by the Borrower or such Subsidiary in connection
      therewith.

     

    “Non-Consenting
      Lender”
has
      the
      meaning specified in Section
      10.01.

     

    “Nonpublic
      Information”
means
      information that has not been disseminated in a manner making it available
      to
      investors generally, within the meaning of Regulation FD promulgated under
      the
      Securities Laws.

     

    “NPL”
means
      the National Priorities List under CERCLA.

     

    “Obligations”
has
      the
      meaning specified in the Guarantee and Collateral Agreement.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    “OECD”
      means
      the Organization for Economic Cooperation and Development.

     

    “OECD
      Member”
      means a
      country that signed or ratified the Convention on the Organization for Economic
      Cooperation and Development and is thus a member of OECD.

     

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

     

    “Overnight
      Rate”
means,
      with respect to any sum denominated in a foreign currency, the rate of interest
      per annum determined by the Administrative Agent as the rate of interest at
      which deposits in such foreign currency, in the approximate amount of such
      sum
      and having a term of one Business Day, would be offered to major banks in the
      London interbank market at their request at approximately 1:00 p.m., London
      time.

     

    “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 the Borrower or any ERISA
      Affiliate, to which the Borrower or any ERISA Affiliate contributes or has
      an
      obligation to contribute or to which the Borrower or any ERISA Affiliate could
      have liability under Section 4064 or 4069 of ERISA in the event such plan
      has been or were to be terminated.

     

    “Perfection
      Certificate”
means
      a
      certificate in the form attached to the Guarantee and Collateral Agreement
      or
      any other form approved by the Collateral Agent.

     

    “Permitted
      ABL Facility”
has
      the
      meaning specified in Section 7.02(m).

     

    “Permitted
      Acquisition”
means
      an Investment that is consummated in compliance with the requirements of
Section 7.03(h).

     

    “Permitted
      Liens”
has
      the
      meaning specified in Section 7.01.

     

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

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    “Plan”
means
      any “employee benefit plan” (as such term is defined in Section 3(3) of
      ERISA) established by the Borrower 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 6.04.

     

    “Prime
      Rate”
means
      the rate of interest quoted in The Wall Street Journal, Money Rates Section
      as
      the Prime Rate (currently defined as the base rate on corporate loans posted
      by
      at least 75% of the nation’s 30 largest banks), as in effect from time to time.
      The Prime Rate is a reference rate and does not necessarily represent the lowest
      or best rate actually charged to any customer. Any Agent or any Lender may
      make
      commercial loans or other loans at rates of interest at, above or below the
      Prime Rate.

     

    “Qualified
      Foreign Credit Facility”
means
      a
      term loan, revolving credit or overdraft facility provided by a Lender, an
      Arranger, an Affiliate of any of the foregoing or any other financial
      institution to any Foreign Subsidiary, which facility (a) is permitted under
      Section 7.02
      and (b)
      is designated as a “Qualified Foreign Credit Facility” in a written notice by
      the Borrower to the Administrative Agent, provided
      that the
      aggregate principal amount of all such Qualified Foreign Credit Facilities
      in
      effect at any time shall not exceed $25,000,000.

     

    “Register”
has
      the
      meaning specified in Section 10.06(b).

     

    “Registered
      Public Accounting Firm”
has
      the
      meaning specified by the Securities Laws and shall be independent of the
      Borrower, within the meaning of the Securities Laws.

     

    “Related
      Fund”
means,
      with respect to any Lender that is an investment fund, any other investment
      fund
      that invests in commercial loans and that is managed or advised by the same
      investment advisor as such Lender or by an Affiliate of such investment
      advisor.

     

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

     

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

     

    “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.

     

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    “Required
      Dollar Term B Lenders”
means,
      as of any date of determination, Dollar Term B Lenders holding more than 50%
      of
      the aggregate principal amount of the Dollar Term B Loans outstanding on such
      date.

     

    
      “Required
        Dollar Term B II Lenders”
        means,
        as of any date of determination, Dollar Term B II Lenders holding more than
        50%
        of the aggregate principal amount of the Dollar Term B II Loans outstanding
        on
        such date.

    

     

    “Required
      Euro Term Lenders”
means,
      as of any date of determination, Euro Term Lenders holding more than 50% of
      the
      aggregate principal amount of Euro Term Loans outstanding on such
      date.

     

    “Required
      LC Lenders”
means,
      as of any date of determination, LC Lenders holding LC Exposures and unused
      LC
      Commitments representing more than 50% of the sum of (a) the aggregate LC
      Exposure outstanding on such date and (b) the aggregate unused LC Commitments
      in
      effect on such date.

     

    “Required
      Lenders”
means,
      as of any date of determination, Lenders holding more than 50% of the sum of
      (a)
      the aggregate principal amount of the Loans outstanding on such date, (b) the
      aggregate LC Exposure outstanding on such date and (c) the aggregate unused
      Commitments in effect on such date.

     

    “Required
      Term Lenders”
means,
      as of any date of determination, Term Lenders holding more than 50% of the
      aggregate principal amount of the Loans outstanding on such date.

     

    “Responsible
      Officer”
means,
      in the case of the Borrower or any other Loan Party, the chairman or vice
      chairman, chief executive officer, president, chief financial officer, general
      counsel, secretary, treasurer or assistant treasurer (or such other officer
      as
      may be reasonably acceptable to the Administrative Agent) of the Borrower or
      such 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.

     

    “Restricted
      Payment”
means
      any dividend or other distribution with respect to any capital stock or other
      Equity Interest of any Person or any of its Subsidiaries, or any payment,
      including any sinking fund or similar deposit, on account of the purchase,
      redemption, retirement, defeasance, acquisition, cancellation or termination
      of
      any such capital stock or other Equity Interest, or on account of any return
      of
      capital to any Person’s stockholders, partners or members (or the equivalent of
      any thereof).

     

    “Restructuring
      Charges”
means
      all cash and noncash charges related to the integration of an acquisition or
      non-recurring charges related to a non-recurring restructuring of operations
      of
      the Borrower and its Subsidiaries appearing on the consolidated statement of
      operations of the Borrower and its Subsidiaries prepared in accordance with
      GAAP.

     

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

     

    “Sarbanes-Oxley”
means
      the Sarbanes-Oxley Act of 2002.

     

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

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    “Secured
      Parties”
has
      the
      meaning specified in the Guarantee and Collateral Agreement.

     

    “Securities
      Laws”
means
      the Securities Act of 1933, the Securities Exchange Act of 1934, the
      Sarbanes-Oxley and, in each case, the rules and regulations of the SEC
      promulgated thereunder, and the applicable accounting and auditing principles,
      rules, standards and practices promulgated, approved or incorporated by the
      SEC
      or the Public Company Accounting Oversight Board, as each of the foregoing
      may
      be amended and in effect on any applicable date under this
      Agreement.

     

    “Senior
      Secured Leverage Ratio”
means,
      as of any date of determination, the ratio of (a) Consolidated Secured
      Indebtedness as of such date to (b) Consolidated EBITDA for the period of the
      four consecutive fiscal quarters of the Borrower ended on or most recently
      prior
      to such date.

     

    “Solvent”
and
      “Solvency”
mean,
      with respect to any Person on any date of determination, that on such date
      (a) the fair value of the assets of such Person is greater than the total
      amount of liabilities, including 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 and other liabilities as they become absolute and matured,
      (c) such Person does not intend to, and does not believe that it will,
      incur debts or other 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 assets 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 could reasonably be expected
      to become an actual or matured liability.

     

    “Specified
      Disposition”
means
      any Disposition referred to in Section
      7.05(g)
      or
7.05(h).

     

    “Sub-Account”
has
      the
      meaning specified in Section 2.03(s).

     

    “Subordinated
      Notes” means
      the
      2013 New Notes, the 2013 Original Notes and the 2015 Notes.

     

    “Subsidiary”
of
      a
      Person means a corporation, partnership, joint venture, limited liability
      company or other business entity of which a majority of the shares of securities
      or other interests having ordinary voting power for the election of directors
      or
      other governing body (other than securities or interests having such power
      only
      by reason of the happening of a contingency) are at the time beneficially owned,
      or the management of which is otherwise controlled, directly, or indirectly
      through one or more intermediaries, or both, by such Person (including, for
      the
      avoidance of doubt, a company, corporation or partnership which is a “dependent
      enterprise” (abhängiges
      Unternehmen)
      of such
      Person within the meaning of Section 17 of the German Stock Corporation Act
      (Aktiengesetz),
      or
      which is a “subsidiary” (Tochterunternehmen)
      within
      the meaning of Section 290 of the German Commercial Code (Handelsgesetzbuch)
      of such
      Person, or where such Person has the power to direct the management and the
      policies of such entity whether through the ownership of share capital, contract
      or otherwise). Unless otherwise specified, all references herein to a
“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of
      the Borrower.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    “Subsidiary
      Loan Parties”
means
      any Subsidiary of the Borrower that is not a Foreign Subsidiary or a Dormant
      Subsidiary and that is a party to the Guarantee and Collateral
      Agreement.

     

    “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, that 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).

     

    “Syndication
      Agent”
means
      GSCP, in its capacity as the syndication agent for the Facilities.

     

    “Synthetic
      Debt”
means,
      with respect to any Person, all obligations of such Person in respect of
      transactions entered into by such Person that are intended to function primarily
      as a borrowing of funds (including any minority interest transactions that
      function primarily as a borrowing) but are not otherwise included in the
      definition of Indebtedness or as a liability on the consolidated balance sheet
      of such Person and its Subsidiaries in accordance with GAAP.

     

    “Synthetic
      Lease Obligation”
means
      the monetary obligation of a Person under (a) a so-called synthetic, off-balance
      sheet or tax retention lease or (b) an agreement for the use or possession
      of
      property (including sale and leaseback transactions), in each case, creating
      obligations that do not appear on the balance sheet of such Person but which,
      upon the application of any Debtor Relief Laws to such Person, would be
      characterized as the indebtedness of such Person (without regard to accounting
      treatment).

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    “TARGET
      Day”
means
      any day on which the Trans-European Automated Real-time Gross settlement Express
      Transfer payment system is open for the settlement of payments in
      Euro.

     

    “Taxes”
means
      all present or future taxes, levies, imposts, duties, deductions, withholdings,
      assessments, fees or other charges imposed by any Governmental Authority,
      including any interest, additions to tax or penalties applicable
      thereto.

     

    “Term
      Facilities”
means,
      collectively, the Dollar Term B Facility, the Dollar Term B II Facility and
      the Euro Term Facility.

     

    “Term
      Lender”
means
      a
      Dollar Term B Lender, a Dollar Term B II Lender or a Euro Term
      Lender.

     

    “Term
      Maturity Date”
means
      the sixth anniversary of the Closing Date.

     

    “THLee”
means
      Thomas H. Lee Partners, L.P. and its Affiliates.

     

    “Threshold
      Amount”
means
      $15,000,000.

     

    “Total
      Assets”
means,
      as of any day, the total consolidated assets of the Borrower and its
      Subsidiaries, as shown on the most recent balance sheet delivered pursuant
      to
Section 6.01.

     

    “Transactions”
means,
      collectively, (a) the Exchange Offer, (b) the execution, delivery and
      performance of the 2013 Supplemental Indenture and the issuance of the 2013
      New
      Notes, (c) the execution, delivery and performance by the Loan Parties of
      this Agreement and the other Loan Documents, the borrowing of the Loans and
      the
      use of the proceeds thereof, the obtaining of the Letters of Credit and the
      creation and perfection of Liens granted under the Collateral Documents and
      (d) the prepayment of loans, and termination of commitments, under the
      Existing Credit Agreement.

     

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

     

    “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.

     

    “Wachovia”
means
      Wachovia Bank, National Association.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    “Wholly-Owned
      Subsidiary”
means
      any Person in which, other than director’s qualifying shares or similar shares
      owned by other Persons due to native ownership requirements, 100% of the capital
      stock or other equity interests of each class is owned beneficially and of
      record by the Borrower or by one or more other wholly-owned Subsidiaries of
      the
      Borrower; provided,
      however,
      that,
      as such defined term is used in the definition of the term Consolidated Net
      Income, the foregoing percentage shall be deemed to be replaced with
      80%.

     

    Section
      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
      definitions of terms herein shall apply equally to the singular and plural
      forms
      of the terms defined. Whenever the context may require, any pronoun shall
      include the corresponding masculine, feminine and neuter forms. The words
“include,”
      “includes”
and
      “including”
shall
      be deemed to be followed by the phrase “without
      limitation.”
The
      word “will”
shall
      be construed to have the same meaning and effect as the word “shall.”
Unless
      the context requires otherwise, (i) any definition of or reference to any
      agreement, instrument or other document (including any Organization Document)
      shall be construed as referring to such agreement, instrument or other document
      as from time to time amended, supplemented or otherwise modified (subject to
      any
      restrictions on such amendments, supplements or modifications set forth herein
      or in any other Loan Document), (ii) any reference herein to any Person shall
      be
      construed to include such Person’s successors and assigns, (iii) the words
“herein,”
      “hereof”
and
      “hereunder,”
and
      words of similar import when used in any Loan Document, shall be construed
      to
      refer to such Loan Document in its entirety and not to any particular provision
      thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits
      and Schedules shall be construed to refer to Articles and Sections of, and
      Exhibits and Schedules to, the Loan Document in which such references appear,
      (v) any reference to any law shall include all statutory and regulatory
      provisions consolidating, amending replacing or interpreting such law and any
      reference to any law or regulation shall, unless otherwise specified, refer
      to
      such law or regulation as amended, modified or supplemented from time to time
      and (vi) the words “asset”
and
      “property”
shall
      be construed to have the same meaning and effect and to refer to any and all
      tangible and intangible assets and properties, including cash, securities,
      accounts and contract rights.

     

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

     

    (c) Article
      and 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.

     

    Section
      1.03. Accounting
      Terms. 

     

    (a) Generally.
      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 calculations) required to be submitted pursuant to this
      Agreement shall be prepared in conformity with, GAAP, as in effect from time
      to
      time, applied on a consistent basis in a manner consistent with that used in
      preparing the audited consolidated financial statements of the Borrower and
      its
      Subsidiaries for the fiscal year ended September 30, 2006, except as
      otherwise specifically prescribed herein.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    (b) Changes
      in GAAP.
      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.

     

    Section
      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). 

     

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

     

    Section
      1.06. Currency
      Equivalents Generally.
      Unless
      otherwise set forth herein, any amount specified in this Agreement in Dollars
      shall include the Equivalent in Dollars of such amount in any foreign currency
      and if any amount described in this Agreement is comprised of amounts in Dollars
      and amounts in one or more foreign currencies, the Equivalent in Dollars of
      such
      foreign currency amounts shall be used to determine the total.

     

    Section
      1.07. Designation
      as Senior Debt.
      The
      Loans and other Obligations hereunder are hereby designated as “Senior Debt” and
      as “Designated Senior Debt” under, and for purposes of, each of the Indentures,
      and are further given all such other designations (including designations as
      “senior debt” and “designated senior debt”) as shall be required under the terms
      of any other subordinated Indebtedness of the Company or any of the Subsidiary
      Loan Parties in order that the Lenders may have and exercise any payment
      blockage or other remedies available or potentially available to holders of
      senior Indebtedness under the terms of such subordinated
      Indebtedness. 

     

    ARTICLE
      II

     

    THE
      COMMITMENTS AND CREDIT EXTENSIONS

     

    Section
      2.01. The
      Loans. 

     

    
      (a) The
        Dollar Term B Borrowings.
        Subject
        to the terms and conditions set forth herein, each Dollar Term B Lender
        severally agrees to make a single loan to the Borrower on the Closing Date
        in a
        principal amount not to exceed such Dollar Term B Lender’s Dollar Term B
        Commitment. The Dollar Term B Loans shall be made by the Dollar Term B Lenders
        in accordance with their respective Dollar Term B Commitments and shall be
        denominated in Dollars. Amounts borrowed under this Section 2.01(a)
        and
        repaid or prepaid may not be reborrowed. Dollar Term B Loans may be Base
        Rate
        Loans or Eurocurrency Rate Loans, as further provided herein.

    

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

     

    
      (b)
        The
        Dollar Term B II Borrowings.
        Subject
        to the terms and conditions set forth herein, each Dollar Term B II Lender
        severally agrees to make a single loan to the Borrower on the Closing Date
        in a
        principal amount not to exceed such Dollar Term B II Lender’s Dollar Term B II
        Commitment. The Dollar Term B II Loans shall be made by the Dollar Term B
        II
        Lenders in accordance with their respective Dollar Term B II Commitments
        and
        shall be denominated in Dollars. Amounts borrowed under this Section 2.01(b)
        and
        repaid or prepaid may not be reborrowed. Dollar Term B II Loans may be Base
        Rate
        Loans or Eurocurrency Rate Loans, as further provided
        herein.

    

     

    (c) The
      Euro Term Borrowings.
      Subject
      to the terms and conditions set forth herein, each Euro Term Lender severally
      agrees to make a single loan to the Borrower on the Closing Date in a principal
      amount not to exceed such Euro Term Lender’s Euro Term Commitment. The Euro Term
      Loans shall be made by the Euro Term Lenders in accordance with their respective
      Euro Term Commitments and shall be denominated in Euros. Amounts borrowed under
      this Section 2.01(c)
      and
      repaid or prepaid may not be reborrowed. Euro Term Loans shall be Eurocurrency
      Rate Loans.

     

    Section
      2.02. Borrowings,
      Conversions and Continuations of Loans. 

     

    (a) Each
      Dollar Term Borrowing and each Euro Term Borrowing, each conversion of Dollar
      Term Loans from one Type to the other and each continuation of Eurocurrency
      Rate
      Loans shall be made upon the Borrower’s irrevocable notice to the Administrative
      Agent, which may be given by telephone. Each such notice must be received by
      the
      Administrative Agent not later than (i) 1:00 p.m. three Business Days prior
      to
      the requested date of any Borrowing of, conversion to or continuation of
      Eurodollar Rate Loans, (ii) 1:00 p.m. three Business Days prior to the requested
      date of any Borrowing or continuation of Euro Term Loans and (iii) 1:00 p.m.
      on
      the requested date of any Borrowing of or conversion to Base Rate Loans. Each
      telephonic notice by the Borrower pursuant to this Section 2.02(a)
      must be
      confirmed promptly by delivery to the Administrative Agent of a written
      Committed Loan Notice, appropriately completed and signed by a Responsible
      Officer of the Borrower. Each conversion to or continuation of Eurodollar Rate
      Loans shall be in a principal amount of $2,500,000 or a whole multiple of
      $500,000 in excess thereof, each continuation of Eurocurrency Rate Loans in
      Euros shall be in a principal amount of €500,000
      or a
      whole multiple of €100,000
      in
      excess thereof, and each conversion to Base Rate Loans shall be in a principal
      amount of $500,000 or a whole multiple of $100,000 in excess thereof;
provided,
      however,
      that in
      the event the Borrowing of any Class is not a whole multiple of the multiple
      thresholds set forth above, then the foregoing multiple thresholds shall not
      be
      applicable in circumstances where compliance therewith cannot be accomplished
      as
      a result thereof. Each telephonic request and each Committed Loan Notice shall
      specify (i) whether the Borrower is requesting a Dollar Term B Borrowing, a
      Dollar Term B II Borrowing or a Euro Term Borrowing, a conversion of Dollar
      Term
      Loans from one Type to the other or a continuation of Eurocurrency Rate Loans,
      (ii) the requested date of the Borrowing, conversion or continuation, as the
      case may be, which date shall be a Business Day, (iii) the principal amount
      and Class of Loans to be borrowed, converted or continued, expressed in the
      applicable currency, (iv) in the case of Dollar Term Loans, the Type of Loans
      to
      be borrowed or to which existing Dollar Term Loans are to be converted and
      (v)
      in the case of a Eurocurrency Rate Loan, the duration of the Interest Period
      with respect thereto. In the case of Dollar Term Loans, 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 thereof, then
      the
      applicable Dollar Term Loans shall be made as, or converted to, Base Rate Loans.
      In the case of Loans denominated in Euros, such Loans shall always be
      Eurocurrency Rate Loans, and if the Borrower fails to give a timely notice
      requesting a continuation thereof, then the applicable Loans shall be continued
      for an Interest Period of one month. Any such automatic conversion to Base
      Rate
      Loans or automatic continuation for an Interest Period of one month shall be
      effective as of the last day of the Interest Period then in effect with respect
      to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing
      of, conversion to, or continuation of Eurocurrency 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.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    (b) Following
      receipt of a Committed Loan Notice, the Administrative Agent shall promptly
      notify each applicable Lender of its Applicable Percentage under the applicable
      Facility of the applicable Dollar Term B Loans, Dollar Term B II Loans or
      Euro Term Loans, and if no timely notice of a conversion or continuation is
      provided by the Borrower, the Administrative Agent shall notify each applicable
      Lender of the details of any automatic conversion to Base Rate Loans or
      automatic continuation of an Interest Period of one month described in
Section 2.02(a).
      Each
      Lender shall make the amount of each Loan to be made by it hereunder 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
      applicable Committed Loan Notice. Subject to the satisfaction of the applicable
      conditions set forth in Article IV,
      the
      Administrative Agent shall make all funds so received available to the Borrower,
      in like funds as received by the Administrative Agent, by wire transfer of
      such
      funds in accordance with instructions provided to the Administrative Agent
      by
      the Borrower, which instructions shall be reasonably acceptable to the
      Administrative Agent.

     

    (c) Except
      as
      otherwise provided herein, a Eurocurrency Rate Loan may be continued or
      converted only on the last day of an Interest Period for such Eurocurrency
      Rate
      Loan. During the existence of an Event of Default, no Dollar Term Loans may
      be
      requested as, converted to or continued as Eurodollar Rate Loans, and no Euro
      Term Loans may be requested or continued as Eurocurrency Rate Loans with an
      Interest Period of longer than one month, in each case, without the consent
      of
      the Required Dollar Term B Lenders, Required Dollar Term B II Lenders or
      Required Euro Term Lenders, as applicable.

     

    (d) The
      Administrative Agent shall promptly notify the Borrower and the applicable
      Lenders of the interest rate applicable to any Interest Period for Eurocurrency
      Rate Loans upon determination of such interest rate. 

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    (e) After
      giving effect to all Dollar Term Borrowings, all conversions of Dollar Term
      Loans from one Type to the other and all continuations of Dollar Term Loans
      as
      Loans of the same Type, there shall be no more than 10 Interest Periods in
      effect at any time in respect of the Dollar Term Facility. After giving effect
      to all Euro Term Borrowings and all continuations of Euro Term Loans, there
      shall be no more than five Interest Periods in effect at any time in respect
      of
      the Euro Term Facility.

     

    Section
      2.03. LC
      Facility; Letters of Credit. 

     

    (a) General.
      Subject
      to the terms and conditions set forth herein, the Borrower may request any
      LC
      Issuer to issue Letters of Credit in Dollars for its own account or, so long
      as
      the Borrower is a joint and several co-applicant with respect thereto, for
      the
      account of any of the Subsidiaries, in a form reasonably acceptable to the
      Administrative Agent and the applicable LC Issuer, at any time and from time
      to
      time during the LC Availability Period. In the event of any inconsistency
      between the terms and conditions of this Agreement and the terms and conditions
      of any form of letter of credit application or other agreement submitted by
      the
      Borrower to, or entered into by the Borrower with, an LC Issuer relating to
      any
      Letter of Credit, the terms and conditions of this Agreement shall control.
      On
      and after the Closing Date, each Existing Letter of Credit shall be deemed
      to be
      a Letter of Credit for all purposes hereof and shall be deemed to have been
      issued hereunder on the Closing Date. The Borrower unconditionally and
      irrevocably agrees that, in connection with any Letter of Credit issued for
      the
      account of any Subsidiary as provided in the first sentence of this paragraph,
      it will be fully responsible for the reimbursement of LC Disbursements, the
      payment of interest thereon and the payment of fees due under Section
      2.08(a)
      to the
      same extent as if it were the sole account party in respect of such Letter
      of
      Credit (the Borrower hereby irrevocably waiving any defenses that might
      otherwise be available to it as a guarantor of the obligations of any Subsidiary
      that shall be an account party in respect of any such Letter of
      Credit).

     

    (b) Notice
      of Issuance, Amendment, Renewal and Extension; Certain
      Conditions.
      To
      request the issuance of a Letter of Credit (or the amendment, renewal or
      extension of an outstanding Letter of Credit), the Borrower shall hand deliver
      or send by facsimile (or transmit by electronic communication, if arrangements
      for doing so have been approved by the applicable LC Issuer) to the applicable
      LC Issuer and the Administrative Agent (reasonably in advance of the requested
      date of issuance, amendment, renewal or extension) a notice requesting the
      issuance of such Letter of Credit, or identifying the Letter of Credit to be
      amended, renewed or extended, and specifying the date of issuance, amendment,
      renewal or extension, as applicable (which shall be a Business Day), the date
      on
      which such Letter of Credit is to expire (which shall comply with Section 2.03(c)),
      the
      amount of such Letter of Credit, the name and address of the beneficiary
      thereof, the account party for such Letter of Credit and such other information
      as shall be necessary to enable the applicable LC Issuer to prepare, amend,
      renew or extend such Letter of Credit. If requested by the applicable LC Issuer,
      the Borrower also shall submit a letter of credit application on the applicable
      LC Issuer’s standard form in connection with any request for a Letter of Credit.
      A Letter of Credit shall be issued, amended, renewed or extended only if (and
      upon issuance, amendment, renewal or extension of each Letter of Credit the
      Borrower shall be deemed to represent and warrant that), after giving effect
      to
      such issuance, amendment, renewal or extension, the aggregate LC Exposures
      will
      not exceed the aggregate LC Commitments. Each LC Issuer agrees that it will
      not
      issue, renew, extend or increase the amount of any Letter of Credit without
      first obtaining written confirmation from the Administrative Agent that such
      action is then permitted under this Agreement (it being understood that the
      deemed issuance on the Closing Date of the Existing Letters of Credit pursuant
      to Section 2.03(a)
      shall be
      permitted). The obligation of each LC Issuer to issue, amend, renew or extend
      any Letter of Credit shall be subject to the satisfaction of the following
      conditions (and upon issuance, amendment, renewal or extension of each Letter
      of
      Credit the Borrower shall be deemed to represent and warrant that): (A) the
      representations and warranties of the Borrower and each other Loan Party
      contained in Article
      V
      or any
      other Loan Document shall be true and correct in all material respects on and
      as
      of the date of such issuance, amendment, renewal or 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 (B) immediately after giving effect to such issuance,
      amendment, renewal or extension, no Default shall have occurred and be
      continuing. Notwithstanding anything to the contrary herein, Bank of America,
      N.A., shall have no obligation to issue any Letter of Credit (other than the
      deemed issuance of the Existing Letters of Credit on the Closing Date pursuant
      to Section 2.03(a)),
      or to
      extend, increase, modify or amend any Letter of Credit.

     

    
      
        
        

      

      
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    (c) Expiration
      Date.
      Each
      Letter of Credit shall expire at or prior to the close of business on the
      earlier of (i) the date one year after the date of the issuance of such
      Letter of Credit (or, in the case of any renewal or extension thereof, one
      year
      after such renewal or extension) and (ii) the date that is five Business
      Days prior to the LC Maturity Date; provided
      that any
      Letter of Credit may contain customary automatic renewal provisions agreed
      upon
      by the Borrower and the applicable LC Issuer pursuant to which the expiration
      date shall be automatically extended for a period of up to 12 months (but not
      to
      a date later than the date set forth in clause (ii) above), subject to a right
      on the part of such LC Issuer to prevent any such renewal from occurring by
      giving notice to the beneficiary by a specified time in advance of any such
      renewal.

     

    (d) Participations.
      By the
      issuance of a Letter of Credit (including the deemed issuance on the Closing
      Date of the Existing Letters of Credit pursuant to Section
      2.03(a)),
      or an
      amendment to a Letter of Credit increasing the amount thereof, and without
      any
      further action on the part of the applicable LC Issuer or the LC Lenders, such
      LC Issuer hereby grants to each LC Lender, and each LC Lender hereby acquires
      from such LC Issuer, a participation in such Letter of Credit equal to such
      LC
      Lender’s Applicable Percentage of the aggregate amount available to be drawn
      under such Letter of Credit. In consideration and in furtherance of the
      foregoing, each LC Lender hereby absolutely and unconditionally agrees that
      if
      an LC Issuer makes a LC Disbursement that is not reimbursed by the Borrower
      on
      the date due as provided in Section 2.03(e),
      or is
      required to refund any reimbursement payment in respect of a LC Disbursement
      to
      the Borrower for any reason, the applicable LC Issuer shall be reimbursed for
      such LC Lender’s Applicable Percentage of the amount of such LC Disbursement
      from such LC Lender’s LC Deposit as set forth in Section 2.03(e).
      In the
      event the LC Deposit Account is charged by the Deposit Agent to reimburse the
      applicable LC Issuer for an unreimbursed LC Disbursement, the Borrower shall
      pay
      over to the Administrative Agent in reimbursement of the applicable LC
      Disbursement an amount equal to the amount so charged, as provided in
Section 2.03(e),
      and
      such payment shall be remitted by the Administrative Agent to the Deposit Agent
      for deposit in the LC Deposit Account, and shall be so deposited by the Deposit
      Agent. Each LC Lender acknowledges and agrees that its obligation to acquire
      and
      fund participations in respect of Letters of Credit pursuant to this
Section 2.03(d)
      is
      unconditional and irrevocable and shall not be affected by any circumstance
      whatsoever, including any amendment, renewal or extension of any Letter of
      Credit or the occurrence and continuance of a Default or the return of the
      LC
      Deposits, and that each such payment shall be made without any offset,
      abatement, withholding or reduction whatsoever. Without limiting the foregoing,
      each LC Lender irrevocably authorizes the Administrative Agent and the Deposit
      Agent to apply amounts of its LC Deposit as provided in this Section 2.03.

     

    
      
        
        

      

      
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    (e) Reimbursement.
      If an
      LC Issuer shall make any LC Disbursement in respect of a Letter of Credit,
      the
      Borrower shall reimburse such LC Disbursement by paying to such LC Issuer an
      amount equal to such LC Disbursement not later than 2:00 p.m. on (i) the
      Business Day that the Borrower receives notice of such LC Disbursement, if
      such
      notice is received prior to 10:00 a.m. on the day of receipt, or (ii) the
      Business Day immediately following the day that the Borrower receives notice
      of
      such LC Disbursement, if such notice is not received prior to such time on
      the
      day of receipt. If the Borrower fails to make any payment referred to in the
      preceding sentence with respect to a Letter of Credit, the applicable LC Issuer
      shall notify the Administrative Agent in accordance with Section
      2.03(k),
      and the
      Administrative Agent shall in turn notify the Deposit Agent and each LC Lender
      of the applicable LC Disbursement, the payment then due from the Borrower in
      respect thereof and such LC Lender’s Applicable Percentage thereof, and the
      Deposit Agent shall withdraw from the LC Deposit Account and remit to the
      Administrative Agent the amount of such LC Disbursement, and, upon receipt
      thereof, the Administrative Agent shall promptly pay to the applicable LC Issuer
      each LC Lender’s Applicable Percentage of such LC Disbursement. Such LC Issuer
      shall promptly notify the Administrative Agent and the Deposit Agent of any
      amount subsequently received by it from the Borrower in respect of such LC
      Disbursement, and shall remit to the Administrative Agent any such amount
      promptly upon receipt thereof. Promptly following receipt by the Administrative
      Agent of any such remittance or of any payment by the Borrower in respect of
      such LC Disbursement, the Administrative Agent shall remit such payment to
      the
      Deposit Agent for deposit in the LC Deposit Account. The Borrower acknowledges
      that each payment made pursuant to this Section 2.03(e)
      in
      respect of any LC Disbursement is required to be made for the benefit of the
      distributees indicated in the immediately preceding sentence. Any payment made
      from the LC Deposit Account, or from funds of the Administrative Agent, pursuant
      to this Section 2.03(e)
      to
      reimburse an LC Issuer for any LC Disbursement shall not constitute a loan
      and
      shall not relieve the Borrower (or any other account party in respect of the
      relevant Letter of Credit) of its obligation to reimburse such LC
      Disbursement.

     

    (f) Obligations
      Absolute.
      The
      Borrower’s obligation to reimburse LC Disbursements as provided in Section 2.03(e)
      shall be
      absolute, unconditional and irrevocable, and shall be performed strictly in
      accordance with the terms of this Agreement under any and all circumstances
      whatsoever and irrespective of (i) any lack of validity or enforceability
      of any Letter of Credit or this Agreement, or any term or provision therein,
      (ii) any draft or other document presented under a Letter of Credit proving
      to be forged, fraudulent or invalid in any respect or any statement therein
      being untrue or inaccurate in any respect, (iii) payment by an LC Issuer
      under a Letter of Credit against presentation of a draft or other document
      that
      does not comply with the terms of such Letter of Credit or (iv) any other
      event or circumstance whatsoever, whether or not similar to any of the
      foregoing, that might, but for the provisions of this Section 2.03(f),
      constitute a legal or equitable discharge of, or provide a right of setoff
      against, the Borrower’s obligations hereunder. None of the Administrative Agent,
      the Deposit Agent, the LC Lenders or the LC Issuers, or any of their Related
      Parties, shall have any liability or responsibility by reason of or in
      connection with the issuance or transfer of any Letter of Credit or any payment
      or failure to make any payment thereunder (irrespective of any of the
      circumstances referred to in the preceding sentence), or any error, omission,
      interruption, loss or delay in transmission or delivery of any draft, notice
      or
      other communication under or relating to any Letter of Credit (including any
      document required to make a drawing thereunder), any error in interpretation
      of
      technical terms or any consequence arising from causes beyond the control of
      an
      LC Issuer; provided
      that the
      foregoing shall not be construed to excuse any LC Issuer from liability to
      the
      Borrower to the extent of any direct damages (as opposed to consequential
      damages, claims in respect of which are hereby waived by the Borrower to the
      extent permitted by applicable law) suffered by the Borrower that are caused
      by
      such LC Issuer’s failure to exercise care when determining whether drafts and
      other documents presented under a Letter of Credit comply with the terms
      thereof. The parties hereto expressly agree that, in the absence of gross
      negligence or wilful misconduct on the part of an LC Issuer, such LC Issuer
      shall be deemed to have exercised care in each such determination. In
      furtherance of the foregoing and without limiting the generality thereof, the
      parties agree that, with respect to documents presented which appear on their
      face to be in substantial compliance with the terms of a Letter of Credit,
      the
      applicable LC Issuer may either accept and make payment upon such documents
      without responsibility for further investigation, regardless of any notice
      or
      information to the contrary, or refuse to accept and make payment upon such
      documents if such documents are not in strict compliance with the terms of
      such
      Letter of Credit.

     

    
      
        
        

      

      
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    (g) Disbursement
      Procedures.
      Each LC
      Issuer shall, promptly following its receipt thereof, examine all documents
      purporting to represent a demand for payment under a Letter of Credit issued
      by
      it. Such LC Issuer shall promptly notify the Administrative Agent and the
      Borrower by telephone (confirmed by hand delivery or facsimile) of such demand
      for payment and whether such LC Issuer has made or will make an LC Disbursement
      thereunder; provided
      that any
      failure to give or delay in giving such notice shall not relieve the Borrower
      of
      its obligation to reimburse such LC Issuer and the LC Lenders with respect
      to
      any such LC Disbursement.

     

    (h) Interim
      Interest.
      If an LC
      Issuer shall make any LC Disbursement, then, unless the Borrower shall reimburse
      such LC Disbursement in full on the date such LC Disbursement is made, the
      unpaid amount thereof shall bear interest, for each day from and including
      the
      date such LC Disbursement is made to but excluding the date that the Borrower
      reimburses such LC Disbursement, at a rate per annum (computed in accordance
      with Section 2.07(a))
      equal
      to the rate then applicable to Base Rate Loans; provided
      that, if
      the Borrower fails to reimburse such LC Disbursement when due pursuant to
Section 2.03(e),
      then
Section 2.07(b)
      shall
      apply. Interest accrued pursuant to this Section 2.03(h)
      shall be
      for the account of the applicable LC Issuer, except that interest accrued on
      and
      after the date of payment by any LC Lender pursuant to Section 2.03(e)
      to
      reimburse such LC Issuer shall be for the account of such LC Lender to the
      extent of such payment.

     

    (i) Termination
      of an LC Issuer.
      Any LC
      Issuer may cease to be an LC Issuer at any time by written agreement among
      the
      Borrower, the Administrative Agent and such LC Issuer. The Administrative Agent
      shall promptly notify the Deposit Agent and the LC Lenders of any such
      termination of an LC Issuer. At the time any such termination shall become
      effective, the Borrower shall pay all unpaid fees accrued for the account of
      the
      terminated LC Issuer pursuant to Section 2.08(a).
      After
      the termination of an LC Issuer hereunder, such LC Issuer shall remain a party
      hereto and shall continue to have all the rights and obligations of an LC Issuer
      under this Agreement with respect to Letters of Credit issued by it prior to
      such termination, but shall not be required to issue additional Letters of
      Credit. 

     

    
      
        
        

      

      
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    (j) Additional
      LC Issuers.
      The
      Borrower may, at any time and from time to time, with the consent of the
      Administrative Agent (which consent shall not be unreasonably withheld or
      delayed) and the designated Person, designate one or more additional Lenders
      or
      another financial institution to act as an LC Issuer under the terms of this
      Agreement, and any Lender so designated shall become an LC Issuer
      hereunder.

     

    (k) LC
      Issuer Reports.
      Unless
      otherwise agreed to by the Administrative Agent, each LC Issuer shall report
      in
      writing to the Administrative Agent (i) on or prior to each Business Day on
      which such LC Issuer issues, amends, renews or extends any Letter of Credit,
      the
      date of such issuance, amendment, renewal or extension, and the aggregate face
      amount of the Letters of Credit issued, amended, renewed or extended by it
      and
      outstanding after giving effect to such issuance, amendment, renewal or
      extension (and whether the amount thereof shall have changed), (ii) on each
      Business Day on which such LC Issuer makes any LC Disbursement, the date and
      amount of such LC Disbursement, (iii) on any Business Day on which the Borrower
      fails to reimburse an LC Disbursement required to be reimbursed to such LC
      Issuer on such day, the date of such failure and the amount of such LC
      Disbursement and (iv) on any other Business Day, such other information as
      the
      Administrative Agent shall reasonably request as to the Letters of Credit issued
      by such LC Issuer and outstanding on such Business Day.

     

    (l) Cash
      Collateralization.
      If any
      Event of Default shall occur and be continuing, on the Business Day that the
      Borrower receives notice from the Administrative Agent or the Required Lenders
      (or, if the maturity of any Loans has been accelerated, the Required LC Lenders)
      demanding the deposit of cash collateral pursuant to this Section 2.03(l),
      the
      Borrower shall deposit in an account designated by the Administrative Agent,
      in
      the name of the Administrative Agent and for the ratable benefit of the LC
      Lenders, an amount in cash equal to the LC Exposure as of such date plus any
      accrued and unpaid interest thereon; provided
      that the
      obligation to deposit such cash collateral shall become effective immediately,
      and such deposit shall become immediately due and payable, without demand or
      other notice of any kind, upon the occurrence of any Event of Default with
      respect to the Borrower described in Section 8.01(f).
      Such
      deposit shall be held by the Administrative Agent as collateral for the payment
      and performance of the Obligations under this Agreement. The Administrative
      Agent shall have exclusive dominion and control, including the exclusive right
      of withdrawal, over such account. Other than any interest earned on the
      investment of such deposits, which investments shall be made at the option
      and
      sole discretion of the Administrative Agent and at the Borrower’s risk and
      expense (provided
      that
      such cash collateral shall be invested solely in investments that provide for
      preservation of capital), such deposits shall not bear interest. Interest or
      profits, if any, on such investments shall accumulate in such account. Moneys
      in
      such account shall be applied by the Administrative Agent to reimburse the
      LC
      Issuers for LC Disbursements for which they have not been reimbursed and, to
      the
      extent not so applied, shall be held for the satisfaction of the reimbursement
      obligations of the Borrower for the LC Exposure at such time or, if the maturity
      of the Loans has been accelerated (but subject to the consent of the Required
      LC
      Lenders), be applied to satisfy other obligations of the Borrower under this
      Agreement. If the Borrower is required to deposit cash collateral hereunder
      as a
      result of the occurrence of an Event of Default, such amount (to the extent
      not
      applied as aforesaid) shall be returned to the Borrower (i) within three
      Business Days after all Events of Default have been cured or waived and (ii)
      promptly upon the payment in full of all the Obligations and the reduction
      of
      the aggregate LC Exposure to zero.

     

    
      
        
        

      

      
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    (m) Establishment
      of LC Deposit Account.
      On or
      prior to the Closing Date, the Deposit Agent shall establish a deposit account
      (the “LC
      Deposit Account”)
      of the
      Deposit Agent at Wachovia with the title “Goldman Sachs f/b/o Lenders for
      Spectrum Brands 2007 Credit Agreement LC Deposit Account”. No Person (other than
      the Deposit Agent) shall have the right to make any withdrawal from the LC
      Deposit Account or to exercise any other right or power with respect thereto,
      except as expressly provided in Section 2.03(o)
      or
Section 10.06(e).
      Without
      limiting the generality of the foregoing, each party hereto acknowledges and
      agrees that the LC Deposits are and will at all times be property of the LC
      Lenders, and that no amount on deposit at any time in the LC Deposit Account
      shall be the property of any of the Loan Parties, constitute Collateral under
      the Loan Documents or otherwise be available in any manner to satisfy any
      Obligations of any of the Loan Parties under the Loan Documents. Each LC Lender
      agrees that its right, title and interest in and to the LC Deposit Account
      shall
      be limited to the right to require amounts in its Sub-Account to be applied
      as
      provided in Section 2.03(o)
      and that
      it will have no right to require the return of its LC Deposit other than as
      expressly provided in Section 2.03(o)
      (each LC
      Lender hereby acknowledging (i) that its LC Deposit constitutes payment for
      its
      participations in Letters of Credit issued or to be issued hereunder, (ii)
      that
      its LC Deposit and any investments made therewith shall secure its obligations
      to the LC Issuers hereunder (each LC Lender hereby granting to the Deposit
      Agent, for the benefit of the LC Issuers, a security interest in its LC Deposit
      and agreeing that the Deposit Agent, as holder of the LC Deposits and any
      investments made therewith, will be acting, inter alia,
      as
      collateral agent for the LC Issuers) and (iii) that the LC Issuers will be
      issuing, amending, renewing and extending Letters of Credit in reliance on
      the
      availability of such LC Lender’s LC Deposit to discharge such LC Lender’s
      obligations in accordance with Section 2.03(e)
      in
      connection with any LC Disbursement thereunder). The funding of the LC Deposits
      and the agreements with respect thereto set forth in this Agreement constitute
      arrangements among the Administrative Agent, the Deposit Agent, the LC Issuers
      and the LC Lenders with respect to the funding obligations of the LC Lenders
      under this Agreement, and the LC Deposits do not constitute loans or extensions
      of credit to any Loan Party. No Loan Party shall have any responsibility or
      liability to the LC Lenders, the Administrative Agent, the Deposit Agent or
      any
      other Person in respect of the establishment, maintenance, administration or
      misappropriation of the LC Deposit Account (or any Sub-Account) or with respect
      to the investment of amounts held therein, including pursuant to Section 2.03(p)
      below.
      Wachovia hereby waives any right of setoff against the LC Deposits that it
      may
      have under applicable Law or otherwise with respect to amounts owed to it by
      LC
      Lenders (it being agreed that such waiver shall not reduce the rights of
      Wachovia, in its capacity as an LC Issuer or otherwise, to apply or require
      the
      application of the LC Deposits in accordance with the provisions of this
      Agreement).

     

    (n) LC
      Deposits in LC Deposit Account.
      The
      following amounts will be deposited in the LC Deposit Account at the following
      times:

    
       

      (i) On
        the
        Closing Date, each LC Lender shall deposit in the LC Deposit Account an amount
        in Dollars equal to such LC Lender’s LC Commitment. Thereafter, the LC Deposits
        shall be available, on the terms and subject to the conditions set forth
        herein,
        for application pursuant to Section 2.03(e)
        to
        reimburse such LC Lender’s Applicable Percentage of LC Disbursements that are
        not reimbursed by the Borrower.

       

    

    
      
        
        

      

      
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    (ii) On
      any
      date prior to the LC Maturity Date on which the Administrative Agent receives
      any reimbursement payment from the Borrower in respect of an LC Disbursement
      with respect to which amounts were withdrawn from the LC Deposit Account to
      reimburse any LC Issuer, or any remittance from any LC Issuer in respect of
      such
      LC Disbursement pursuant to Section
      2.03(e),
      subject
      to clause (iii) below, the Administrative Agent shall remit such amounts to
      the
      Deposit Agent for deposit in the LC Deposit Account (and the Deposit Agent
      shall
      so deposit such amounts) and shall credit such amounts to the Sub-Accounts
      of
      the LC Lenders in accordance with their Applicable Percentages.

     

    (iii) If
      at any
      time when any amount is required to be deposited in the LC Deposit Account
      under
      clause (ii) above the sum of such amount and the aggregate amount of the LC
      Deposits at such time would exceed the aggregate LC Commitments, then such
      excess shall not be remitted to the Deposit Agent or deposited in the LC Deposit
      Account and the Administrative Agent shall instead pay to each LC Lender its
      Applicable Percentage of such excess.

     

    (o) Withdrawals
      From and Closing of LC Deposit Account.
      Amounts
      on deposit in the LC Deposit Account shall be withdrawn and distributed (or
      transferred, in the case of clause (iv) below) as follows:

     

    (i) On
      each
      date on which an LC Issuer is to be reimbursed by the LC Lenders pursuant to
      Section 2.03(e)
      for any
      LC Disbursement, the Deposit Agent shall withdraw from the LC Deposit Account
      the amount of such unreimbursed LC Disbursement (as notified to it by the
      Administrative Agent) and make such amount available to the Administrative
      Agent
      in accordance with Section 2.03(e).

     

    (ii) Concurrently
      with each voluntary reduction of the LC Commitments pursuant to and in
      accordance with Section 2.05(a),
      if
      after giving effect thereto the aggregate LC Deposits would exceed the greater
      of the aggregate LC Commitments and the aggregate LC Exposure, the
      Administrative Agent shall inform the Deposit Agent of the amount of such
      excess, and the Deposit Agent shall withdraw from the LC Deposit Account and
      remit to the Administrative Agent such amount and, upon receipt thereof, the
      Administrative Agent shall pay to each LC Lender such LC Lender’s Applicable
      Percentage of such amount.

     

    (iii) Concurrently
      with any reduction of the LC Commitments to zero pursuant to and in accordance
      with Section 2.05(a)
      or
Article
      VIII,
      the
      Administrative Agent shall inform the Deposit Agent thereof and of the amount
      of
      the excess at such time of the aggregate amount of the LC Deposits over the
      LC
      Exposure, and the Deposit Agent shall withdraw from the LC Deposit Account
      and
      remit to the Administrative Agent such amount and, upon receipt thereof, the
      Administrative Agent shall pay to each LC Lender such LC Lender’s Applicable
      Percentage of such amount.

     

    
      
        
        

      

      
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    (iv) Upon
      the
      reduction of each of the aggregate LC Commitments and the aggregate LC Exposure
      to zero, the Administrative Agent shall inform the Deposit Agent thereof and
      the
      Deposit Agent shall withdraw from the LC Deposit Account the entire remaining
      balance therein and remit to the Administrative Agent such amount (and shall
      thereupon close the LC Deposit Account) and, upon receipt thereof, the
      Administrative Agent shall pay to each LC Lender the entire remaining amount
      of
      such LC Lender’s LC Deposit.

     

    Each
      LC
      Lender irrevocably and unconditionally agrees that its LC Deposit may be applied
      or withdrawn from time to time as set forth in this Section 2.03(o).

     

    (p) Investment
      of Amounts in LC Deposit Account.
      The
      Deposit Agent shall invest, or cause to be invested, the LC Deposit of each
      LC
      Lender so as to earn for the account of such LC Lender a return thereon (the
      “LC
      Deposit Return”)
      for
      each day at a rate per annum equal to (i) the one month Eurocurrency Rate as
      determined by the Deposit Agent based on rates for deposits in Dollars (as
      set
      forth by Bloomberg L.P.-page BTMM or any other comparable publicly available
      service as may be selected by the Deposit Agent) (the “Benchmark
      Eurocurrency Rate”)
      minus
      (ii)
      0.15% per annum (based on a 360 day year). The Benchmark Eurocurrency Rate
      will
      be reset on the first day of each calendar month to the one month Eurocurrency
      Rate in effect on the second Business Day immediately prior to such first day.
      The LC Deposit Return accrued through and including the first day of each
      calendar month (or, if such first day is not a Business Day, the next Business
      Day) shall be payable by the Deposit Agent to the Administrative Agent, for
      distribution among the LC Lenders, on the third Business Day following such
      first day, commencing on the first such date to occur after the Closing Date,
      and on the date on which each of the aggregate LC Deposits and the aggregate
      LC
      Exposure shall have been reduced to zero, and the Deposit Agent agrees to pay
      to
      the Administrative Agent, for distribution among the LC Lenders, the amounts
      referred to in this sentence. In addition, the Borrower agrees to pay to the
      Administrative Agent, for the account of each LC Lender, an additional amount
      (payable in arrears on each date that participation fees are payable to each
      such LC Lender in accordance with Section 2.08(a)),
      accruing at the rate of 0.15% per annum (based on a 360 day year), on the daily
      amount of the LC Deposit of such Lender during the period from and including
      the
      date hereof to but excluding the date on which each of the LC Deposits and
      the
      LC Exposure have been reduced to zero.

     

    (q) Sufficiency
      of LC Deposits to Provide for Undrawn/Unreimbursed LC Exposure.
      Notwithstanding any other provision contained herein, including any provision
      of
      this Section 2.03,
      no
      Letter of Credit shall be issued or increased as to its stated amount, if after
      giving effect to such issuance or increase, the aggregate amount of the LC
      Deposits would be less than the LC Exposure. The Administrative Agent agrees
      to
      provide, at the request of any LC Issuer, information to such LC Issuer as
      to
      the aggregate amount of the LC Deposits and the LC Exposure.

     

    (r) Satisfaction
      of LC Lender Funding Obligations.
      The
      Borrower and each LC Issuer acknowledges and agrees that notwithstanding any
      other provision contained herein, the deposit by each LC Lender in the LC
      Deposit Account on the Closing Date of funds equal to its LC Deposit will fully
      discharge the obligation of such LC Lender to reimburse such LC Lender’s
      Applicable Percentage of LC Disbursements that are not reimbursed by the
      Borrower pursuant to Section 2.03(e),
      and
      that no other or further payments shall be required to be made by any LC Lender
      in respect of any such reimbursement obligations.

     

    
      
        
        

      

      
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    (s) Sub-Accounts.
      The
      Administrative Agent shall maintain records enabling it to determine at any
      time
      the amount of the interest of each LC Lender in the LC Deposit Account (the
      interest of each LC Lender in the LC Deposit Account, as evidenced by such
      records, being referred to as such LC Lender’s “Sub-Account”),
      and
      the amounts evidenced by such records shall be conclusive and binding on each
      LC
      Lender, absent manifest error. The Administrative Agent shall establish such
      additional Sub-Accounts for assignee LC Lenders as shall be required pursuant
      to
Section 10.06(e).
      On the
      Assignment Effective Date with respect to any assignment by an LC Lender of
      all
      or any portion of its LC Commitment or LC Deposit, the Administrative Agent
      shall transfer from the Sub-Account of the assignor to the Sub-Account of the
      assignee the corresponding portion of the LC Deposit credited to the Sub-Account
      of the assignor (and, if required by Section
      10.06(e),
      close
      the Sub-Account of the assignor), all in accordance with Section 10.06(e).

     

    (t) Cooperation
      of Agents.
      The
      Deposit Agent shall provide to the Administrative Agent such information with
      respect to the LC Deposit Account as the Administrative Agent or an LC Issuer
      may from time to time request. The Administrative Agent shall provide to the
      Deposit Agent such information regarding the LC Lenders, the Letters of Credit
      and the LC Issuers as the Deposit Agent may from time to time
      request.

     

    Section
      2.04. 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; provided
      that
      (i) such notice must be received by the Administrative Agent not later than
      1:00 p.m. three Business Days prior to the proposed date of prepayment and
      (ii) any such prepayment in part shall be in a principal amount of
      $5,000,000 or a whole multiple of $100,000 in excess thereof. Each such notice
      shall specify the date and amount of such prepayment and, in the case of Dollar
      Term Loans, the Type of Loans to be prepaid. The Administrative Agent will
      promptly notify each applicable Lender of its receipt of each such notice,
      and
      of the amount of such Lender’s ratable portion of such prepayment (based on such
      Lender’s Applicable Percentage in respect of the relevant Facility). Any such
      prepayment notice given by the Borrower shall be in writing and shall be
      irrevocable, and the payment amount specified in such notice shall be due and
      payable on the date specified therein; provided
      that the
      Borrower may rescind any such notice of prepayment of all of the Loans in full
      if the notice of such prepayment stated that it was conditioned on the
      occurrence of a specified event and such event shall not have occurred. Each
      prepayment of Loans pursuant to this Section
      2.04(a)
      (1)
      shall be accompanied by all accrued interest thereon, together with, in the
      case
      of Eurocurrency Rate Loans, any additional amounts required pursuant to
Section 3.05,
      (2)
      shall be applied to the Dollar Term B II Facility, for so long as any
      Dollar Term B II Loans are outstanding, and thereafter, ratably to the remaining
      Term Facilities and, within each Term Facility, to the remaining scheduled
      installments of principal due under Section 2.06
      at the
      Borrower’s election, and (3) shall be paid to the Lenders in accordance with
      their Applicable Percentages in respect of each of the Term
      Facilities.

     

    
      
        
        

      

      
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      (ii) In
        the
        event that the Loans made on the Closing Date are prepaid in full, or
        substantially in full, pursuant to this Section 2.04(a) on or prior to the
        first
        anniversary of the Closing Date, the Borrower shall pay to the Administrative
        Agent, for the account of the Term Lenders, in addition to the other amounts
        due
        at such time pursuant to the terms hereof, a prepayment premium on the amount
        of
        the aggregate principal amount of the Loans so prepaid equal to
        1.00%.

    

     

    (b) Mandatory.

     

    (i) Commencing
      with the fiscal year of the Borrower ending September 30, 2007, within five
      Business Days after each delivery of financial statements pursuant to
Section 6.01(a)
      and the
      related Compliance Certificate pursuant to Section 6.02(a)
      (and in
      any event within 90 days after the end of each such fiscal year of the
      Borrower), the Borrower shall prepay an aggregate principal amount of Loans
      equal to (i) 75% of the Excess Cash Flow for the fiscal year covered by such
      financial statements if the Senior Secured Leverage Ratio as of the last day
      of
      such fiscal year is equal to or greater than 3.00 to 1.00 or (ii) 50% of
      the Excess Cash Flow for such fiscal year if the Senior Secured Leverage Ratio
      as of the last day of such fiscal year is less than 3.00 to 1.00.

     

    (ii) If
      the
      Borrower or any of its Subsidiaries Disposes of any assets in a Disposition
      referred to in Section 7.05(g),
      (h)
      or
(i),
      the
      Borrower shall prepay an aggregate principal amount of Loans equal to 100%
      of
      all Net Cash Proceeds received therefrom within two Business Days after receipt
      thereof by the Borrower or such Subsidiary; provided,
      however,
      that
      the Borrower shall not be required to make any such prepayment with respect
      to
      any Disposition to the extent the aggregate Net Cash Proceeds received from
      such
      Disposition do not exceed $1,000,000; provided further,
      however,
      that at
      the option of the Borrower (as elected by the Borrower in writing to the
      Administrative Agent on or prior to the date of such Disposition), the Borrower
      may, except in the case of a Disposition referred to in Section 7.05(g),
      reinvest all or any portion of such Net Cash Proceeds (but not more than
      $25,000,000 in the aggregate since the Closing Date) in long-term operating
      assets useful in the business of the Borrower and the Subsidiaries so long
      as
      (A) no Event of Default shall have occurred and be continuing, (B) within
      270 days following the receipt of such Net Cash Proceeds a definitive agreement
      for the purchase of such assets with such Net Cash Proceeds shall have been
      entered into (and the Borrower shall have certified the same in writing to
      the
      Administrative Agent) and (C) within 450 days following the receipt of such
      Net Cash Proceeds such purchase shall have been consummated (and the Borrower
      shall have certified the same in writing to the Administrative Agent);
provided further,
      however,
      that
      (1) any Net Cash Proceeds not subject to such definitive agreement or so
      reinvested shall be applied to the prepayment of the Loans as set forth in
      this
Section 2.04(b)
      within
      two Business Days of the termination of the applicable period and (2) (x)
      any Net Cash Proceeds received from a Disposition of assets (including Equity
      Interests) that constitute Collateral may only be reinvested in assets that
      constitute Collateral and (y) any Net Cash Proceeds received from a Disposition
      of assets that are directly owned by a Subsidiary the Equity Interests of which
      constitute Collateral may only be reinvested in assets that constitute
      Collateral or are directly owned by a Subsidiary the Equity Interests of which
      constitute Collateral.

     

    
      
        
        

      

      
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    (iii) Upon
      the
      occurrence of any Casualty Event, the Borrower shall prepay an aggregate
      principal amount of Loans equal to 100% of all Net Cash Proceeds received
      therefrom within two Business Days after receipt thereof by the Borrower or
      any
      of its Subsidiaries; provided,
      however,
      that at
      the option of the Borrower (as elected by the Borrower in writing to the
      Administrative Agent on or prior to the date such Net Cash Proceeds are
      received), the Borrower may apply all or any portion of such Net Cash Proceeds
      to repair, restore or replace the assets in respect of which such Casualty
      Event
      shall have occurred or to acquire other long-term operating assets useful in
      the
      business of the Borrower and the Subsidiaries (provided
      that, in
      the case of such other long-term operating assets, the amount of such Net Cash
      Proceeds used to acquire such assets shall not exceed $25,000,000 in the
      aggregate since the Closing Date), in each case, so long as (A) in the case
      of any such repair or restoration, such repair or restoration shall have been
      commenced within 270 days following the receipt of such Net Cash Proceeds and
      shall thereafter be continued by the Borrower or the applicable Subsidiary
      in
      good faith (and the Borrower shall have certified the same in writing to the
      Administrative Agent upon the commencement thereof and on a quarterly basis
      thereafter until completion) and (B) in the case of any such acquisition of
      replacement assets or of other long-term operating assets, (1) within 270 days
      following the receipt of such Net Cash Proceeds a definitive agreement for
      the
      acquisition thereof with such Net Cash Proceeds shall have been entered into,
      (2) within 450 days following the receipt of such Net Cash Proceeds such
      acquisition shall have been consummated and (3) any Net Cash Proceeds received
      from a Casualty Event in respect of assets that constitute Collateral shall
      have
      been reinvested only in assets that constitute Collateral (and the Borrower
      shall have certified all of the foregoing in writing to the Administrative
      Agent); provided further,
      however,
      that
      any Net Cash Proceeds not subject to such definitive agreement or so reinvested
      (and not designated for such repair or restoration) shall be applied to the
      prepayment of the Loans as set forth in this Section 2.04(b)
      within
      two Business Days of the termination of the applicable period (or, as
      applicable, promptly upon ceasing to be designated for such repair or
      restoration).

     

    (iv) Upon
      the
      incurrence or issuance by the Borrower or any of its Subsidiaries of any
      Indebtedness (other than Indebtedness expressly permitted to be incurred or
      issued pursuant to Section 7.02),
      the
      Borrower shall prepay an aggregate principal amount of Loans equal to 100%
      of
      all Net Cash Proceeds received therefrom on the date of receipt thereof by
      the
      Borrower or such Subsidiary.

     

    (v) Upon
      the
      consummation of any Equity Issuance, the Borrower shall prepay an aggregate
      principal amount of Loans equal to 50% of all Net Cash Proceeds received
      therefrom within two Business Days after receipt thereof by the Borrower or
      any
      of its Subsidiaries; provided,
      however,
      that no
      prepayment under this clause (v) shall be required with respect to any such
      Net
      Cash Proceeds if at the time of the receipt thereof the Senior Secured Leverage
      Ratio is less than 3.00 to 1.00.

     

    (vi) Each
      prepayment of Loans pursuant to this Section 2.04(b)
      (A)
      shall be accompanied by accrued interest thereon, together with, in the case
      of
      Eurocurrency Rate Loans, any additional amounts required pursuant to
Section
      3.05,
      (B)
      shall be applied ratably to the Term Facilities and, within each Term Facility,
      to the remaining scheduled installments of principal due under Section 2.06
      on a pro
      rata basis and (C) shall be paid to the Lenders in accordance with their
      Applicable Percentages in respect of each of the Term Facilities.

     

    
      
        
        

      

      
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    (vii) Notwithstanding
      any of the foregoing provisions of this Section 2.04(b),
      with
      respect to any prepayment of Eurocurrency Rate Loans required to be made
      hereunder the Borrower may, in its sole discretion, in lieu of prepaying such
      Loans on the date due deposit, no later than such date due, into a Cash
      Collateral Account an amount in cash equal to the amount of such required
      prepayment (including any accrued interest). The Administrative Agent is hereby
      authorized and directed (without any further action by or notice to or from
      the
      Borrower or any other Loan Party) to apply the amounts so deposited to the
      prepayment of such Loans and accrued interest thereon in accordance with this
      Section 2.04(b)
      on the
      last day of the applicable Interest Period (or, if earlier, the date on which
      an
      Event of Default shall have occurred and is continuing).

     

    (viii) Notwithstanding
      any of the other provisions of this Section 2.04(b),
      (A) if, following the occurrence of any “Asset Sale” (as defined in any of
      the Indentures) by the Borrower or any of its Subsidiaries, the Borrower is
      required to commit by a particular date (a “Commitment
      Date”)
      to
      apply or cause its Subsidiaries to apply an amount equal to any “Net Proceeds”
(as defined in such Indenture) thereof in a particular manner, or to apply
      by a
      particular date (an “Application
      Date”)
      an
      amount equal to any such “Net Proceeds” in a particular manner, in either case
      in order to excuse the Borrower from being required to make an “Asset Sale
      Offer” (as defined in such Indenture) in connection with such “Asset Sale”, and
      the Borrower shall have failed to so commit or to so apply an amount equal
      to
      such “Net Proceeds” before the applicable Commitment Date or Application Date,
      as the case may be, or (B) if the Borrower at any other time shall have
      failed to apply or commit or cause to be applied an amount equal to any such
      “Net Proceeds” and thereafter, assuming no further application or commitment of
      an amount equal to such “Net Proceeds”, the Borrower would otherwise be required
      to make an “Asset Sale Offer” in respect thereof, then in either such case the
      Borrower shall immediately pay or cause to be paid to the Administrative Agent
      such amount, to be applied to the prepayment of the Loans in the manner set
      forth in this Section 2.04(b),
      as
      shall excuse the Borrower from making any such “Asset Sale Offer”.

     

    Section
      2.05. Termination
      or Reduction of Commitments. 

     

    (a) Optional.
      The
      Borrower may, upon notice to the Administrative Agent, terminate or from time
      to
      time permanently reduce the LC Commitments; provided
      that
      (i) any such notice must be received by the Administrative Agent not later
      than 1:00 p.m. three Business Days prior to the date of termination or
      reduction, (ii) any such partial reduction shall be in an aggregate amount
      of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and
      (iii) the Borrower shall not terminate or reduce the LC Commitments if,
      after giving effect thereto and any concurrent reimbursement of LC
      Disbursements, the aggregate LC Exposure would exceed the aggregate LC
      Commitments. Any such termination or reduction notice shall be in writing and
      shall be irrevocable; provided
      that the
      Borrower may rescind any such notice of termination of all of the LC Commitments
      if the notice of such termination stated that it was conditioned on the
      occurrence of a specified event and such event shall not have
      occurred. In
      the
      event that the LC Commitments are terminated in full or substantially in full
      pursuant to this Section 2.05(a) on or prior to the first anniversary of the
      Closing Date, the Borrower shall pay on the date of such termination, to the
      Administrative Agent for the account of the LC Lenders, in addition to the
      other
      amounts due at such time pursuant to the terms hereof, a premium payment equal
      to 1.00% of the aggregate amount of the LC Commitments so
      terminated.

     

    (b) Automatic.

     

    (i) Each
      of
      the Dollar Term B Commitments, the Dollar Term B II Commitments and the
      Euro Term Commitments shall automatically terminate on the date of,
      respectively, the Dollar Term B Borrowing, the Dollar Term B II Borrowing
      or the Euro Term Borrowing.

     

    
      
        
        

      

      
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    (ii) Each
      of
      the LC Commitments shall automatically terminate on the LC Maturity Date. The
      obligation of any LC Issuer to issue, amend, renew or extend any Letter of
      Credit shall terminate on the LC Maturity Date.

     

    (c) Application
      of Commitment Reductions; Payment of Fees.
      The
      Administrative Agent will promptly notify the LC Lenders of any termination
      or
      reduction of any LC Commitments under this Section 2.05.
      Upon
      any reduction of any of the LC Commitments, the LC Commitment of each LC Lender
      shall be reduced by such LC Lender’s Applicable Percentage of such reduction
      amount. All LC Lender Fees accrued on the amount of the LC Commitments so
      terminated or reduced to, but excluding, the date of any such termination or
      reduction shall be payable on the effective date of such termination or
      reduction.

     

    Section
      2.06. Repayment
      of Loans.

     

    (a) Dollar
      Term B Loans.
      Subject
      to adjustment for optional and mandatory prepayments as set forth in
Section 2.04,
      the
      Borrower shall repay to the Administrative Agent, for the ratable account of
      the
      Dollar Term B Lenders, the Dollar Term B Loans commencing on September 30,
      2007, and continuing on the last day of each December, March, June and September
      occurring thereafter and prior to the Term Maturity Date, in an aggregate
      principal amount for each such date equal to 0.25% of the aggregate principal
      amount of the Dollar Term B Loans outstanding on the Closing Date.

     

    (b)
       Dollar
      Term B II Loans. Subject to adjustment for optional and mandatory
      prepayments as set forth in Section 2.04, the Borrower shall repay to the
      Administrative Agent, for the ratable account of the Dollar Term B II Lenders,
      the Dollar Term B II Loans commencing on September 30, 2007, and continuing
      on
      the last day of each December, March, June and September occurring thereafter
      and prior to the Term Maturity Date, in an aggregate principal amount for each
      such date equal to 0.25% of the aggregate principal amount of the Dollar Term
      B
      II Loans outstanding on the Closing Date.

     

    (c) Euro
      Term Loans.
      Subject
      to adjustment for optional and mandatory prepayments as set forth in
Section 2.04,
      the
      Borrower shall repay to the Administrative Agent, for the ratable account of
      the
      Euro Term Lenders, the Euro Term Loans commencing on September 30, 2007,
      and continuing on the last day of each December, March, June and September
      occurring thereafter and prior to the Term Maturity Date, in an aggregate
      principal amount for each such date equal to 0.25% of the aggregate principal
      amount of the Euro Term Loans outstanding on the Closing Date.

     

    (d) Term
      Maturity Date.
      To the
      extent not previously paid, all Loans shall be due and payable on the Term
      Maturity Date.

     

    Section
      2.07. Interest.

     

    (a) Subject
      to the provisions of Section 2.07(b),
      (i)
      each Eurocurrency Rate Loan shall bear interest on the outstanding principal
      amount thereof for each Interest Period at a rate per annum equal to the
      Eurocurrency Rate for such Interest Period plus
      the
      Applicable Rate and (ii) each Base Rate Loan shall bear interest on the
      outstanding principal amount thereof from the applicable borrowing or conversion
      date at a rate per annum equal to the Base Rate plus
      the
      Applicable Rate.

     

    
      
        
        

      

      
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    (b)  (i)
      If any
      amount of principal of any Loan or any LC Disbursement is not paid when due
      (without regard to any applicable grace periods), whether at stated maturity,
      by
      acceleration or otherwise, such amount shall thereafter bear interest at a
      fluctuating interest rate per annum at all times equal to the Default Rate
      to
      the fullest extent permitted by applicable Laws.

     

    (ii) If
      any
      amount (other than any amount referred to in Section 2.07(b)(i))
      payable
      by the Borrower under any Loan Document is not paid when due (without regard
      to
      any applicable grace periods), whether at stated maturity, by acceleration
      or
      otherwise, then upon the request of the Required Lenders such amount shall
      thereafter bear interest at a fluctuating interest rate per annum at all times
      equal to the Default Rate to the fullest extent permitted by applicable Laws.
      

     

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

     

    Section
      2.08. Fees.

     

    (a) Letter
      of Credit Fees.
      The
      Borrower agrees to pay (i) to the Administrative Agent, for the account of
      each LC Lender, a participation fee with respect to its participations and
      commitment to participate in Letters of Credit, which shall accrue at the
      Applicable Rate applicable to Eurodollar Rate Loans, on the average daily amount
      of such LC Lender’s LC Deposit (excluding any portion thereof attributable to
      unreimbursed LC Disbursements) during the period from and including the Closing
      Date to but excluding the date on which such LC Lender’s LC Deposit is returned
      to it in full and (ii) to each LC Issuer a fronting fee, which shall accrue
      at a rate separately agreed to by such LC Issuer and the Borrower, on the
      average daily amount of the portion of the LC Exposure attributable to Letters
      of Credit issued (or, in the case of the Existing Letters of Credit, deemed
      issued) by such LC Issuer (excluding any portion thereof attributable to
      unreimbursed LC Disbursements) during the period from and including the Closing
      Date to but excluding the later of the date of termination of the LC Commitments
      and the date on which there ceases to be any LC Exposure, as well as each
      Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or
      extension of any Letter of Credit or processing of drawings thereunder.
      Participation fees and fronting fees accrued through and including the last
      day
      of March, June, September and December of each year shall be payable on the
      third Business Day following such last day, commencing on the first such date
      to
      occur after the Closing Date; provided
      that any
      such fees accruing after the date on which the LC Commitments shall have
      terminated shall be payable on demand. In addition to the foregoing fees, the
      Borrower agrees to pay to the Administrative Agent, for the account of each
      LC
      Lender, the fees set forth in Section 2.03(p).

     

    
      
        
        

      

      
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    (b) Agent
      Fees.
      The
      Borrower shall pay to the Administrative Agent and the Deposit Agent, for the
      respective accounts of the Administrative Agent and the Deposit Agent, fees
      in
      the amounts and at the times specified in the applicable Fee
      Letter.

     

    (c) General.
      Fees
      payable hereunder shall not be refundable under any circumstances.

     

    Section
      2.09. Computation
      of Interest and Fees.
      All
      computations of interest for Base Rate Loans when the Base Rate is
      determined by reference to the 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 interest and fees shall be made on the basis of a 360-day year
      and actual days elapsed. 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. Each determination by the
      Administrative Agent of an interest rate or fee hereunder shall be conclusive
      and binding for all purposes, absent manifest error. 

     

    Section
      2.10. Evidence
      of Indebtedness.
      The
      Loans made by each Term Lender shall be evidenced by one or more accounts or
      records maintained by such Term Lender and by the Administrative Agent in the
      ordinary course of business. The accounts or records maintained by the
      Administrative Agent and the Term Lenders shall be prima facie evidence absent
      manifest error of the amount of the Loans made by the Term 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 Term Lender and the accounts and records of the Administrative
      Agent in respect of such matters, the accounts and records of the Administrative
      Agent (as set forth in the Register) shall control in the absence of manifest
      error. 

     

    Section
      2.11. Payments
      Generally; Administrative Agent’s Clawback.

     

    (a) General.
      Except
      as otherwise expressly provided herein, 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 or in Euros, as applicable, 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
      Applicable Percentage in respect of the relevant Facility (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 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. 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 on computing interest or fees,
      as
      the case may be.

     

    
      
        
        

      

      
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    (b) Payments
      by Borrower; Presumptions by Administrative Agent.
      Unless
      the Administrative Agent shall have received notice from the Borrower prior
      to
      the time at which any payment is due to the Administrative Agent for the account
      of the Lenders or any LC Issuer hereunder that the Borrower will not make such
      payment, the Administrative Agent may assume that the Borrower has made such
      payment on such date in accordance herewith and may, in reliance upon such
      assumption, distribute to the applicable Lenders or such LC Issuer, as the
      case
      may be, the amount due. In such event, if the Borrower has not in fact made
      such
      payment, then each of the applicable Lenders or such LC Issuer, as the case
      may
      be, severally agrees to repay to the Administrative Agent forthwith on demand
      the amount so distributed to such Lender or such LC Issuer, in immediately
      available funds with interest thereon, for each day from and including the
      date
      such amount is distributed to it to but excluding the date of payment to the
      Administrative Agent, at the greater of the Federal Funds Rate (in the case
      of
      Loans denominated in Dollars) or the Overnight Rate (in the case of Loans
      denominated in Euros) and a rate determined by the Administrative Agent in
      accordance with banking industry rules on interbank compensation. A
      notice
      of the Administrative Agent to any Lender, any LC Issuer or the Borrower with
      respect to any amount owing under this Section
      2.11(b)
      shall be
      conclusive, absent manifest error.

     

    (c) Failure
      to Satisfy Conditions Precedent.
      If any
      Lender makes available to the Administrative Agent or the Deposit Agent funds
      for any Loan or any LC Deposit to be made by such Lender as provided in the
      foregoing provisions of this Article II,
      and
      such funds are not used as contemplated by this Article II because the
      conditions precedent thereto set forth in Article IV
      are not
      satisfied or waived in accordance with the terms hereof, the Administrative
      Agent or the Deposit Agent, as applicable, shall return such funds (in like
      funds as received from such Lender) to such Lender, without
      interest.

     

    (d) Obligations
      of Lenders Several.
      The
      obligations of the Lenders hereunder to make Loans, to make deposits required
      under Section 2.03(a)
      and to
      make payments pursuant to Section 9.06
      are
      several and not joint. The failure of any Lender to make any Loan, to make
      any
      such deposit or to make any such payments 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 to so deposit or make its payments.

     

    (e) Funding
      Source.
      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.

     

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

     

    
      
        
        

      

      
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    (g) Currency
      Exchange.
      To the
      extent that the Administrative Agent receives funds for application to the
      amounts owing by the Borrower under or in respect of this Agreement in
      currencies other than the currency or currencies required to enable the
      Administrative Agent to distribute funds to the Lenders in accordance with
      the
      terms of this Agreement, the Administrative Agent shall be entitled to convert
      or exchange such funds into Dollars or into Euros, as the case may be, to the
      extent necessary to enable the Administrative Agent to distribute such funds
      in
      accordance with the terms of this Agreement; provided
      that the
      Borrower and each of the Lenders hereby agree that the Administrative Agent
      shall not be liable or responsible for any loss, cost or expense suffered by
      the
      Borrower or such Lender as a result of any conversion or exchange of currencies
      affected pursuant to this Section 2.11(g)
      or as a
      result of the failure of the Administrative Agent to effect any such conversion
      or exchange; and provided further
      that the
      Borrower agrees to indemnify the Administrative Agent and each Lender, and
      hold
      the Administrative Agent and each Lender harmless, for any and all losses,
      costs
      and expenses incurred by the Administrative Agent or any Lender for any
      conversion or exchange of currencies (or the failure to convert or exchange
      any
      currencies) or which result in the Administrative Agent or the Lenders receiving
      a lower amount that they would have received had such currency not been required
      to be so converted or exchanged, in accordance with this Section 2.11(g).

     

    Section
      2.12. Sharing
      of Payments
      by
      Lenders.  If
      any Lender shall, by exercising any right of setoff or counterclaim or any
      right
      in respect of Collateral or otherwise, obtain payment in respect of any
      principal of or interest on any of the Loans made by it, or the participations
      in LC Disbursements held by it, resulting in such Lender’s receiving payment of
      a proportion of the aggregate amount of such Loans or participations and accrued
      interest thereon greater than its pro
      rata
      share thereof of the applicable Facility as provided herein, then the Lender
      receiving such greater proportion shall (a) notify the Administrative Agent
      of such fact and (b) purchase (for cash at face value) participations in
      the Loans and subparticipations in LC Disbursements of the other Lenders, or
      make such other adjustments as shall be equitable, so that the benefit of all
      such payments shall be shared by the Lenders ratably in accordance with the
      aggregate amount of principal of and accrued interest on their respective Loans
      and participations in LC Disbursements, provided
      that:

     

    (i) if
      any
      such participations or subparticipations are purchased and all or any portion
      of
      the payment giving rise thereto is recovered, such participations or
      subparticipations shall be rescinded and the purchase price restored to the
      extent of such recovery, without interest; and

     

    
      
        
        

      

      
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    (i) the
      provisions of this Section 2.12
      shall
      not be construed to apply to (A) any payment made by the Borrower pursuant
      to and in accordance with the express terms of this Agreement, (B) any
      payment obtained by a Lender as consideration for the assignment of or sale
      of a
      participation in any of its Loans or subparticipations in LC Disbursements
      to
      any assignee or participant, other than to the Borrower or any Subsidiary or
      other Affiliate thereof (as to which the provisions of this Section
      2.12
      shall
      apply) or (C) any payment made to a Non-Consenting Lender pursuant to
Section 10.12(b).

     

    The
      Borrower consents to the foregoing and agrees, to the extent it may effectively
      do so under applicable Law, that any Lender acquiring a participation or
      subparticipation pursuant to the foregoing arrangements may exercise against
      the
      Borrower rights of setoff and counterclaim with respect to such participation
      or
      subparticipation as fully as if such Lender were a direct creditor of the
      Borrower in the amount thereof. 

     

    ARTICLE
      III

     

    TAXES,
      YIELD PROTECTION AND ILLEGALITY

     

    Section
      3.01. Taxes.

     

    (a) Payments
      Free of Taxes.
      Any and
      all payments by or on account of any obligation of the Borrower hereunder or
      under any other Loan Document shall be made free and clear of and without
      reduction or withholding for any Indemnified Taxes or Other Taxes, provided
      that if
      the Borrower shall be required by applicable Law to deduct any Indemnified
      Taxes
      (including any Other Taxes) from such payments, then (i) the sum payable
      shall be increased as necessary so that after making all required deductions
      (including deductions applicable to additional sums payable under this
Section 3.01)
      an
      Agent, a Lender or an LC Issuer, as the case may be, receives an amount equal
      to
      the sum it would have received had no such deductions been made, (ii) the
      Borrower shall make such deductions and (iii) the Borrower shall timely pay
      the full amount deducted to the relevant Governmental Authority in accordance
      with applicable Law.

     

    (b) Payment
      of Other Taxes by the Borrower.
      Without
      limiting the provisions of subsection (a) above, the Borrower shall timely
      pay any Other Taxes to the relevant Governmental Authority in accordance with
      applicable law.

     

    (c) Indemnification
      by the Borrower.
      The
      Borrower shall indemnify each Agent, each Lender and each LC Issuer, within
      30
      days after written demand therefor, for the full amount of any Indemnified
      Taxes
      or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted
      on or attributable to amounts payable under this Section) paid by such Agent,
      such Lender or such LC Issuer, as the case may be, and any penalties, interest
      and reasonable expenses arising therefrom or with respect thereto (provided
      that
      such penalties, interests and expenses are not attributable to the gross
      negligence or willful misconduct of such Agent, such Lender or such LC Issuer),
      whether or not such Indemnified Taxes or Other Taxes were correctly or legally
      imposed or asserted by the relevant Governmental Authority. A certificate as
      to
      the amount of such payment, setting forth in reasonable detail the calculation
      and basis for such amount, delivered to the Borrower by an Agent (other than
      the
      Administrative Agent), a Lender or an LC Issuer (with a copy to the
      Administrative Agent), or by the Administrative Agent on its own behalf or
      on
      behalf of a Lender or an LC Issuer, shall be conclusive absent manifest
      error.

     

    
      
        
        

      

      
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    (d) Change
      in Place of Organization.
      The
      Borrower shall not be required pursuant to this Section 3.01
      to pay
      any additional amount to, or to indemnify, any Agent, any Lender or any LC
      Issuer, as the case may be, to the extent such Agent, such Lender or LC Issuer
      becomes subject to Taxes subsequent to the date on which such Agent, such Lender
      or LC Issuer becomes a party to this Agreement as a result of a change in the
      place of organization of such Agent, such Lender or LC Issuer, except to the
      extent that any such change is requested or required by the Borrower (and
      provided that nothing in this clause (d) shall be construed as relieving the
      Borrower from any obligation to make such payments or indemnification in the
      event of a Change in Law, including a Change in Law after the date of such
      change of place of organization).

     

    (e) Evidence
      of Payments.
      As soon
      as practicable after any payment of Indemnified Taxes or Other Taxes by the
      Borrower to a Governmental Authority, the Borrower shall deliver to the
      Administrative Agent the original or a certified copy of a receipt issued by
      such Governmental Authority evidencing such payment, a copy of the return
      reporting such payment or other evidence of such payment reasonably satisfactory
      to the Administrative Agent.

     

    (f) Status
      of Lenders.
      Any
      Foreign Lender that is entitled to an exemption from or reduction of withholding
      tax under the law of the jurisdiction in which the Borrower is resident for
      tax
      purposes, or any treaty to which such jurisdiction is a party, with respect
      to
      payments hereunder or under any other Loan Document shall deliver to the
      Borrower or the relevant Governmental Authority (with a copy to the
      Administrative Agent), at the time or times prescribed by applicable law or
      reasonably requested by the Borrower or the Administrative Agent, such properly
      completed and executed documentation prescribed by applicable Law as will permit
      such payments to be made without withholding or at a reduced rate of
      withholding. In addition, any Lender, if requested by the Borrower or the
      Administrative Agent, shall deliver such other documentation prescribed by
      applicable law or reasonably requested by the Borrower or the Administrative
      Agent as will enable the Borrower or the Administrative Agent to determine
      whether or not such Lender is subject to withholding or information reporting
      requirements.

     

    Without
      limiting the generality of the foregoing, if the Borrower is resident for tax
      purposes in the United States:

     

    (i) any
      Foreign Lender shall deliver to the Borrower and the Administrative Agent,
      or to
      such Persons as they may reasonably designate (in such number of copies as
      shall
      be requested by the recipient), on or prior to the date on which such Foreign
      Lender becomes a Lender under this Agreement (and from time to time thereafter
      upon the request of the Borrower or the Administrative Agent, but only if such
      Foreign Lender is legally entitled to do so), whichever of the following is
      applicable:

     

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

     

    
      
        
        

      

      
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    (B) duly
      completed originals of Internal Revenue Service Form W-8ECI,

     

    (C) in
      the
      case of a Foreign Lender claiming the benefits of the exemption for portfolio
      interest under section 881(c) of the Code, (A) a certificate to the effect
      that
      such Foreign Lender is not (1) a “bank” within the meaning of section
      881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within
      the meaning of section 881(c)(3)(B) of the Code, or (3) a “controlled foreign
      corporation” described in section 881(c)(3)(C) of the Code and
      (B) duly completed originals of Internal Revenue Service Form W-8BEN,
      or

     

    (D) any
      other
      form prescribed by applicable law as a basis for claiming exemption from or
      reduction in United States Federal withholding tax (including any successor
      form
      to those referenced in Sections 3.01(f)(i)-(iii))
      duly
      completed together with such supplementary documentation as may be prescribed
      by
      applicable law to permit the Borrower to determine the withholding or deduction
      required to be made, and

     

    (ii) any
      Lender that is not a Foreign Lender shall deliver to the Borrower and the
      Administrative Agent (in such number of copies as shall be requested by the
      recipient) on or prior to the date on which such Lender becomes a Lender under
      this Agreement (and from time to time thereafter upon the request of the
      Borrower or the Administrative Agent) a duly completed Internal Revenue Service
      Form W-9 (or successor form thereto) or shall otherwise prove that it is exempt
      from backup withholding.

     

    (g) Treatment
      of Certain Refunds.
      If any
      Agent, any Lender or any LC Issuer becomes aware that it is entitled to claim
      a
      refund from a Governmental Authority in respect of Indemnified Taxes or Other
      Taxes paid by the Borrower pursuant to this Section 3.01,
      such
      Agent, such Lender or such LC Issuer, as the case may be, shall promptly notify
      the Borrower of the availability of such refund claim and, within 30 days after
      receipt of a request by the Borrower, make a claim to such Governmental
      Authority for such refund. If any Agent, any Lender or any LC Issuer determines,
      in its reasonable discretion, that it has received a refund of any Taxes or
      Other Taxes as to which it has been indemnified by the Borrower or with respect
      to which the Borrower has paid additional amounts pursuant to this Section,
      it
      shall pay to the Borrower an amount equal to such refund (but only to the extent
      of indemnity payments made, or additional amounts paid, by the Borrower under
      this Section with respect to the Taxes or Other Taxes giving rise to such
      refund), net of all out-of-pocket expenses of such Agent, such Lender or such
      LC
      Issuer, as the case may be, and without interest (other than any interest paid
      by the relevant Governmental Authority with respect to such refund),
provided
      that the
      Borrower, upon the request of such Agent, such Lender or such LC Issuer, agrees
      to repay the amount paid over to the Borrower (plus any penalties, interest
      or
      other charges imposed by the relevant Governmental Authority) to such Agent,
      such Lender or such LC Issuer in the event such Agent, such Lender or such
      LC
      Issuer is required to repay such refund to such Governmental Authority. This
      subsection shall not be construed to require any Agent, any Lender or any LC
      Issuer to make available its tax returns (or any other information relating
      to
      its taxes that it reasonably deems confidential) to the Borrower or any other
      Person.

     

    
      
        
        

      

      
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    Section
      3.02. Illegality.

     

    If
      any
      Term Lender determines in good faith that any Change in Law has made it
      unlawful, or that any Governmental Authority has asserted after the Closing
      Date
      that it is unlawful, for such Term Lender or its applicable Lending Office
      to
      make, maintain or fund Eurocurrency Rate Loans, or to determine or charge
      interest rates based upon the Eurocurrency Rate, or any Governmental Authority
      has imposed material restrictions on the authority of such Term Lender to
      purchase or sell, or to take deposits of, Dollars or Euros in the London
      interbank market, then, on notice thereof by such Term Lender to the Borrower
      through the Administrative Agent, any obligation of such Term Lender to make
      or
      continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency
      Rate Loans shall be suspended until such Term 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 Term Lender (with a copy to the Administrative Agent), (a) with
      respect to Loans denominated in Dollars, prepay or, if applicable, convert
      all
      Eurodollar Rate Loans of such Lender to Base Rate Loans and (b) with respect
      to
      Loans denominated in Euros, exchange all such Loans into the Equivalent thereof
      in Dollars and convert such Loans to Base Rate Loans, in each case either on
      the
      last day of the Interest Period therefor, if such Term Lender may lawfully
      continue to maintain such Eurocurrency Rate Loans to such day, or immediately,
      if such Term Lender may not lawfully continue to maintain such Eurocurrency
      Rate
      Loans. Upon any such prepayment or conversion, the Borrower shall also pay
      accrued interest on the amount so prepaid or converted and amounts due pursuant
      to Section 3.05,
      if any.


     

    
      
        
        

      

      
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    Section
      3.03. Inability
      to Determine Rates. If
      the
      Required Term Lenders determine, for any reason in connection with any request
      for a conversion to, or continuation as, Eurocurrency Rate Loans, that (a)
      adequate and reasonable means do not exist for determining the Eurocurrency
      Rate
      for any requested Interest Period with respect to a proposed Eurocurrency Rate
      Loan or (b) the Eurocurrency Rate for any requested Interest Period with respect
      to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect
      the
      cost to such Term Lenders of funding such Loan, the Administrative Agent will
      promptly so notify the Borrower and each Term Lender. Thereafter, until the
      Administrative Agent (upon the instruction of the Required Term Lenders) revokes
      such notice, (i) any request for a conversion of any Dollar Term Loan to, or
      continuation of any Eurodollar Rate Loan as, a Eurodollar Rate Loan shall be
      ineffective and (ii) each outstanding Euro Term Loan, at the end of the Interest
      Period then applicable thereto, shall bear interest at the Applicable Rate
      for
      Euro Term Loans plus a rate determined by the Administrative Agent to be
      representative of the Euro Term Lenders’ cost of funding such Loans. Each
      determination by the Administrative Agent pursuant to this Section
      3.03
      under
      shall be conclusive absent manifest error.

     

    Section
      3.04. Increased
      Costs; Reserves on Eurocurrency Rate Loans.

     

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

     

    (i) impose,
      modify or deem applicable any reserve, special deposit, compulsory loan,
      insurance charge or similar requirement against assets of, deposits with or
      for
      the account of, or credit extended or participated in by, any Lender;


     

    (ii) subject
      any Lender or any LC Issuer to any tax of any kind whatsoever with respect
      to
      this Agreement, any Letter of Credit, any participation in a Letter of Credit
      or
      any Eurocurrency Rate Loan made by it, or change the basis of taxation of
      payments to such Lender or any LC Issuer in respect thereof (except for
      Indemnified Taxes or Other Taxes covered by Section 3.01
      and any
      Excluded Tax); or

     

    (iii) impose
      on
      any Lender or any LC Issuer or the London interbank market any other condition,
      cost or expense affecting this Agreement or Eurocurrency Rate Loans made by
      such
      Lender or any Letter of Credit or participation therein;

     

    and
      the
      result of any of the foregoing shall be to increase the cost to such Lender
      of
      making or maintaining any Eurocurrency Rate Loan (or of maintaining its
      obligation to make any such Loan), or to increase the cost to such Lender or
      such LC Issuer of participating in, issuing or maintaining any Letter of Credit
      (or of maintaining its obligation to participate in or to issue any Letter
      of
      Credit), or to reduce the amount of any sum received or receivable by such
      Lender or such LC Issuer hereunder (whether of principal, interest or any other
      amount) then, upon request of such Lender or such LC Issuer, the Borrower will
      pay to such Lender or such LC Issuer, as the case may be, such additional amount
      or amounts as will compensate such Lender or such LC Issuer, as the case may
      be,
      for such additional costs incurred or reduction suffered.

     

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

     

    
      
        
        

      

      
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    (c) Certificates
      for Reimbursement.
      A
      certificate of a Lender or an LC Issuer setting forth the amount or amounts
      necessary to compensate such Lender or such LC Issuer or its holding company,
      as
      the case may be (which certificate shall set forth in reasonable detail the
      basis for and calculation thereof), as specified in subsection (a) or (b) of
      this Section and delivered to the Borrower shall be conclusive absent manifest
      error. The Borrower shall pay such Lender or such LC Issuer, as the case may
      be,
      the amount shown as due on any such certificate within 10 Business Days after
      receipt thereof.

     

    (d) Delay
      in Requests.
      Failure
      or delay on the part of any Lender or any LC Issuer to demand compensation
      pursuant to the foregoing provisions of this Section shall not constitute a
      waiver of such Lender’s or such LC Issuer’s right to demand such compensation,
provided
      that the
      Borrower shall not be required to compensate a Lender or an LC Issuer pursuant
      to the foregoing provisions of this Section for any increased costs incurred
      or
      reductions suffered more than nine months prior to the date that such Lender
      or
      such LC Issuer, as the case may be, notifies the Borrower of the Change in
      Law
      giving rise to such increased costs or reductions and of such Lender’s or such
      LC Issuer’s intention to claim compensation therefor (except that, if the Change
      in Law giving rise to such increased costs or reductions is retroactive, then
      the nine-month period referred to above shall be extended to include the period
      of retroactive effect thereof).

     

    Section
      3.05. Compensation
      for Losses. Upon
      written demand of any Term Lender (with a copy to the Administrative Agent)
      from
      time to time, the Borrower shall promptly compensate such Term Lender for and
      hold such Term 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); 

     

    (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 Eurocurrency 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 10.12;

     

    
      
        
        

      

      
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    excluding
      any loss of anticipated profits, but including 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 Eurocurrency Rate Loan made by it
      at
      the Eurocurrency Base Rate used in determining the Eurocurrency Rate for such
      Loan by a matching deposit or other borrowing in the London interbank
      eurocurrency market for a comparable amount and for a comparable period, whether
      or not such Eurocurrency Rate Loan was in fact so funded.

     

    Section
      3.06. Mitigation
      Obligations; Replacement of Lenders.

     

    (a) Designation
      of a Different Lending Office.
      If any
      Lender requests compensation under Section 3.04,
      or the
      Borrower is required to pay, or delivers to such Lender and the Administrative
      Agent a certificate setting forth reasons it reasonably anticipates that it
      will
      be required to pay, any additional amount to any Lender or any Governmental
      Authority for the account of any Lender pursuant to Section 3.01,
      or if
      any Lender gives a notice pursuant to Section 3.02,
      then
      such Lender shall use reasonable efforts to designate a different Lending Office
      for funding or booking its Loans hereunder or to assign its rights and
      obligations hereunder to another of its offices, branches or affiliates, if,
      in
      the judgment of such Lender, such designation or assignment (i) would eliminate
      or reduce amounts payable pursuant to Section 3.01
      or
3.04,
      as the
      case may be, in the future, or eliminate the need for the notice pursuant to
      Section 3.02,
      as
      applicable, and (ii) in each case, would not subject such Lender to any
      unreimbursed cost or expense and would not otherwise be disadvantageous to
      such
      Lender. The Borrower hereby agrees to pay all reasonable costs and expenses
      incurred by any Lender in connection with any such designation or
      assignment.

     

    (b) Replacement
      of Lenders.
      If any
      Lender requests compensation under Section 3.02
      or 3.04,
      or if
      the Borrower is required to pay any additional amount to any Lender or any
      Governmental Authority for the account of any Lender pursuant to Section 3.01,
      the
      Borrower may replace such Lender in accordance with Section 10.12.

     

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

     

    ARTICLE
      IV

     

    CONDITIONS
      PRECEDENT TO EFFECTIVENESS

     

    The
      obligations of the Term Lenders to make Loans, of the LC Lenders to make the
      LC
      Deposits and of the LC Issuers to issue Letters of Credit hereunder (and the
      designation of the Existing Letters of Credit as Letters of Credit hereunder)
      is
      subject to satisfaction of the following conditions precedent:

     

    
      
        
        

      

      
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    (a) The
      Administrative Agent shall have received the following, in each case where
      applicable properly executed by a Responsible Officer of the signing Loan Party,
      dated the Closing Date (or, in the case of certificates of governmental
      officials, a recent date before the Closing Date) and in form and substance
      satisfactory to the Administrative Agent and the Lenders:

     

    (i) a
      counterpart of this Agreement signed on behalf of the Borrower;

     

    (ii) 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 reasonably request to evidence 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, except to
      the
      extent the failure to do so could not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect;

     

    (iii) such
      documents and certifications as the Administrative Agent may reasonably request
      to evidence that each Loan Party is duly organized or formed, and that each
      Loan
      Party 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;

     

    (iv) a
      favorable opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to
      the Loan Parties, addressed to each Agent, each Lender and each LC Issuer and
      dated the Closing Date, and covering such matters as the Administrative Agent
      may reasonably request;

     

    (v) a
      favorable opinion of such local counsel to the Loan Parties, in each case
      addressed to each Agent, each Lender and each LC Issuer and dated the Closing
      Date, and covering such matters concerning the Loan Parties and the Loan
      Documents, as the Administrative Agent may reasonably request;

     

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

     

    (vii) a
      certificate of a Responsible Officer of the Borrower certifying that the
      conditions specified in clauses
      (c)
      and
(d)
      of this
Article IV
      have
      been satisfied;

     

    (viii) a
      certificate from the chief financial officer of the Borrower attesting to the
      Solvency of the Loan Parties before and after giving effect to the
      Transactions;

     

    (ix) a
      certificate from the chief financial officer of the Borrower to the effect
      that,
      after giving effect to the Transactions to be consummated on the Closing Date,
      the Borrower and the Subsidiaries shall have at least $70,000,000 of
      unrestricted cash and Cash Equivalents;

     

    
      
        
        

      

      
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    (x) a
      certified copy of the 2013 Supplemental Indenture, duly executed by the parties
      thereto, which shall be consistent with the Exchange Offer Circular and
      otherwise be in form and substance reasonably satisfactory to the Administrative
      Agent and which shall have become or shall simultaneously become effective
      in
      accordance with the terms of the 2013 Original Indenture;

     

    (xi) a
      certified copy of the 2013 New Indenture, duly executed by the parties thereto,
      which shall be consistent with the Exchange Offer Circular and otherwise be
      in
      form and substance reasonably satisfactory to the Administrative
      Agent;

     

    (xii) a
      notice
      of borrowing under Section
      2.02;

     

    (xiii) a
      Perfection Certificate, together with all attachments contemplated thereby,
      including the results of a search of the Uniform Commercial Code (or equivalent)
      filings made with respect to the Loan Parties in the jurisdictions contemplated
      by the Perfection Certificate and copies of the financing statements (or similar
      documents) disclosed by such search and evidence reasonably satisfactory to
      the
      Administrative Agent that the Liens indicated by such financing statements
      are
      Permitted Liens or have been released; and

     

    (xiv) evidence
      that the commitments under the Existing Credit Agreement shall have been, or
      shall substantially concurrently be, terminated, all loans and other amounts
      outstanding thereunder shall have been, or shall substantially concurrently
      be,
      paid in full and all Liens securing the obligations thereunder and under any
      related agreements shall have been, or shall substantially concurrently be,
      released.

     

    (b) The
      Guarantee and Collateral Requirement (other than the requirements set forth
      in
clauses
      (e),
      (f)
      and
(g)
      of the
      definition of such term) shall have been satisfied.

     

    (c) The
      Borrower (i) shall have accepted, or substantially concurrently shall accept,
      for exchange all of the 2013 Original Notes validly tendered and not validly
      withdrawn pursuant to the Exchange Offer and issued 2013 New Notes in exchange
      therefor and (ii) shall have received the Requisite Consents (as defined in
      the Exchange Offer Circular).

     

    (d) 
      (i) The
      representations and warranties of the Borrower and each other Loan Party
      contained in Article V
      or in
      any other Loan Document shall be true and correct in all material respects
      on
      and as of the Closing 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
      (ii) no Default shall have occurred and be continuing or would result from
      such proposed making of Loans or application of the proceeds therefrom or from
      the issuance of the Letters of Credit.

     

    (e) The
      Lenders shall have received the financial statements referred to in Section 5.05.

     

    (f) The
      Lenders shall have received financial projections of the Borrower and its
      Subsidiaries for the years 2007 through 2010, in form and substance satisfactory
      to the Lenders.

     

    
      
        
        

      

      
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    (g) The
      Administrative Agent shall have received evidence that the insurance required
      by
Section 6.08
      and by
      the Guarantee and Collateral Agreement is in effect.

     

    (h) All
      fees
      required to be paid to the Agents and the Arrangers on or before the Closing
      Date shall have been paid. All costs and expenses (including legal fees and
      expenses, title premiums, survey charges and recording taxes and fees) required
      to be paid to the Agents and the Arrangers shall have been paid to the extent
      due and invoiced.

     

    (i) There
      shall exist no action, suit, investigation, litigation or proceeding affecting
      the Borrower or any of its Subsidiaries pending or, to the knowledge of the
      Borrower, threatened before any Governmental Authority or arbitrator that,
      individually or in the aggregate, could reasonably be expected to have a
      Material Adverse Effect.

     

    (j) All
      material governmental authorizations and all third party consents and approvals
      necessary in connection with the Transactions shall have been obtained and
      shall
      remain in effect.

     

    (k) The
      Lenders shall have received all documentation and other information required
      by
      bank regulatory authorities under applicable “know-your-customer” and anti-money
      laundering rules and regulations.

     

    Notwithstanding
      the foregoing, if the Borrower shall have used commercially reasonable efforts
      to procure and deliver, but shall nevertheless be unable to deliver, any
      mortgages, foreign pledge agreements and control agreements required to perfect
      Liens on the Collateral, or any related lien searches, agreements of third
      parties or documents from public officials, such delivery shall not be a
      condition precedent to the obligations of the Term Lenders, the LC Lenders
      or
      the LC Issuers hereunder on the Closing Date, but shall be required to be
      accomplished as provided in Section
      6.18.

     

    ARTICLE
      V

     

    REPRESENTATIONS
      AND WARRANTIES

     

    The
      Borrower represents and warrants to the Administrative Agent and the Lenders
      that:

     

    Section
      5.01. Existence,
      Qualification and Power; Compliance with Laws.
      Each
      Loan Party and each of its Subsidiaries (other than any Dormant Subsidiaries)
      (a) is duly organized or formed and validly existing under the Laws of the
      jurisdiction of its incorporation or organization, (b) has all requisite power
      and authority and all requisite governmental licenses, authorizations (including
      good standing), consents and approvals (i) to own or lease its assets and
      carry on its business and (ii) to execute, deliver and perform its
      obligations under the Loan Documents to which it is or is to be a party and
      to
      consummate the Transactions, (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 and licenses,
      authorizations and permits of Governmental Authorities in favor of such Loan
      Party, except in the case of clauses (b)(i), (c) and (d), to the extent that
      failure to do so could not, individually or in the aggregate, reasonably be
      expected to have a Material Adverse Effect. 

     

    
      
        
        

      

      
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    Section
      5.02. Authorization;
      No Contravention.
      The
      execution, delivery and performance by each Loan Party of each Loan Document
      to
      which such Loan Party is or is to be a party are within such Loan Party’s
      corporate or other powers, have been duly authorized by all necessary corporate
      or other organizational action and do not and will not, except to the extent
      that such breach, contravention or conflict could not, individually or in the
      aggregate, reasonably be expected to have a Material Adverse Effect,
      (a) contravene the terms of any of such Loan Party’s Organization
      Documents, (b) conflict with or result in any breach or contravention of, or
      the
      creation of any Lien (other than Permitted Liens) under, or require any payment
      to be made under (i) any Contractual Obligation to which such Loan Party is
      a
      party or, to such Loan Party’s knowledge, affecting such Loan Party or the
      properties of such Loan Party or any of its Subsidiaries or (ii) any order,
      injunction, writ or decree of any Governmental Authority or any arbitral award
      to which such Loan Party or its property is subject, or (c) violate any Law
      or
      any license, authorization or permit of a Governmental Authority reasonably
      necessarily in the conduct of such Loan Party’s business. Each Loan Party and
      each Subsidiary thereof is in compliance with all Contractual Obligations
      referred to in clause (b)(i), except to the extent that failure to do so could
      not, individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect. 

     

    Section
      5.03. Governmental
      Authorization; Other Consents.
      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 (a) the execution, delivery or performance by,
      or
      enforcement against, any Loan Party of this Agreement or any other Loan
      Document, or for the consummation of the Transactions, except those approvals,
      consents, exemptions, authorizations or other actions the failure of which
      to
      obtain or take could not, individually or in the aggregate, reasonably be
      expected to have a Material Adverse Effect, (b) the grant by any Loan Party
      of the Liens granted by it pursuant to the Collateral Documents, (c) the
      perfection or maintenance of the Liens created under the Collateral Documents,
      other than UCC filings and other filings specifically contemplated by the
      Collateral Documents, or (d) the exercise by any Agent, any Lender or any
      LC Issuer of its rights under the Loan Documents or the remedies in respect
      of
      the Collateral pursuant to the Collateral Documents, except for (i) filings
      necessary to perfect the Liens on the Collateral granted by the Loan Parties
      pursuant to the Collateral Documents and (ii) approvals, consents,
      exemptions, authorizations, deletions, notices and filings that (A) have
      been duly obtained, taken, given or made and are in full force and effect or
      (B) the failure of which to obtain, take, give or make could not,
      individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect. 

     

    Section
      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, except to the extent such enforceability may be limited by the effect
      of
      applicable bankruptcy, insolvency or similar laws affecting the enforcement
      of
      creditors’ rights generally and by equitable principles relating to
      enforceability. 

     

    
      
        
        

      

      
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    Section
      5.05. Financial
      Statements; No Material Adverse Effect.

     

    (a) The
      Borrower has previously made available to the Lenders its consolidated balance
      sheets and consolidated statements of operations, shareholders’ equity and cash
      flows (i) as of and for the fiscal years ended September 30, 2006, 2005 and
      2004, reported on by KPMG LLP, and (ii) as of and for the fiscal quarter ended
      December 31, 2006. Such financial statements (i) were prepared in accordance
      with GAAP consistently applied throughout the period covered thereby, except
      as
      otherwise expressly noted therein and except, in the case of such quarterly
      financial statements, the normal year-end audit adjustments and the absence
      of
      footnotes, (ii) in all material respects fairly present the financial
      condition and shareholders’ equity of the Borrower and its Subsidiaries as of
      the dates thereof and their results of operations and cash flows for the periods
      covered thereby and (iii) show all material Indebtedness and other liabilities,
      direct or contingent, of the Borrower and its Subsidiaries as of the dates
      thereof, including liabilities for taxes and material commitments.

     

    (b) Except
      with respect to any events disclosed in the Borrower’s Current Reports on Form
      8-K dated January 10, 2007 and March 12, 2007, since September 30, 2006,
      there has been no event or circumstance that, individually or in the aggregate,
      has had or could reasonably be expected to have a Material Adverse
      Effect.

     

    Section
      5.06. Litigation.
      Except
      as disclosed on Schedule 5.06,
      there
      are no actions, suits, proceedings, claims or disputes pending or, to the
      knowledge of the Borrower, threatened or contemplated, at law, in equity, in
      arbitration or before any Governmental Authority, against the Borrower or any
      of
      its Subsidiaries or against any of their properties or revenues that,
      individually or in the aggregate, could reasonably be expected to have a
      Material Adverse Effect. 

     

    Section
      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, individually or in the aggregate,
      could reasonably be expected to have a Material Adverse Effect. 

     

    Section
      5.08. Ownership
      of Property.

     

    (a) The
      Borrower and each of its Subsidiaries has (i) good title to, or valid
      leasehold interest in, all of its personal property necessary or used in the
      ordinary conduct of its business and (ii) good, indefeasible and insurable
      title in fee simple to, or valid leasehold interests in, all real property
      necessary or used in the ordinary conduct of its business, except where failure
      to have such title or other property interests could not, individually or in
      the
      aggregate, reasonably be expected to have a Material Adverse Effect.


     

    (b) Schedule 5.08(b)
      sets
      forth a complete and accurate list of all real property owned by each Loan
      Party
      that, as of the Closing Date, has an estimated fair market value of $5,000,000
      or more, in each case showing as of the Closing Date the street address, county
      or other relevant jurisdiction, state, record owner and estimated fair value
      thereof. Each Loan Party has good, indefeasible and insurable fee simple title
      to the real property owned by such Loan Party, free and clear of all Liens,
      other than Permitted Liens.

     

    
      
        
        

      

      
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    (c) Schedule 5.08(c)
      sets
      forth a complete and accurate list of all leases of real property under which
      any Loan Party is the lessee and which would constitute, as of the date hereof,
      Mortgaged Properties, showing as of the date hereof the street address, county
      or other relevant jurisdiction, state, lessor, lessee and expiration date
      thereof. Each such lease is the legal, valid and binding obligation of the
      lessor (assuming corporate power and authority and due execution and delivery
      on
      the part of the lessor with respect to such lease) thereof, enforceable in
      accordance with its terms.

     

    Section
      5.09. Environmental
      Compliance.

     

    (a) The
      Borrower and its Subsidiaries, and the facilities and properties owned or leased
      by the Borrower and its Subsidiaries, are and have been in compliance with
      all
      Environmental Laws, except for such noncompliance as would not, individually
      or
      in the aggregate, reasonably be expected to result in a Material Adverse
      Effect.

     

    (b) Except
      as
      set forth in Schedule 5.09,
      none of
      the properties currently or, to the knowledge of the Borrower, formerly owned
      or
      operated by the Borrower or any of its Subsidiaries is listed or proposed for
      listing on the NPL or on the CERCLIS or any analogous foreign, state or local
      list; and, except as would not, individually or in the aggregate, reasonably
      be
      expected to result in a Material Adverse Effect, Hazardous Materials have not
      been Released at, on, under or from any property currently or, to the knowledge
      of the Borrower, formerly owned or operated by the Borrower or any of its
      Subsidiaries.

     

    (c) Except
      as
      set forth on Schedule 5.09
      or as
      could not, individually or in the aggregate, reasonably be expected to have
      a
      Material Adverse Effect, neither the Borrower nor any of its Subsidiaries is
      undertaking, and has not completed, either individually or together with other
      potentially responsible parties, any investigation or assessment or remedial
      or
      response 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 the Borrower or any of its Subsidiaries have been disposed of in a manner
      not
      reasonably expected to result, individually or in the aggregate, in a Material
      Adverse Effect.

     

    (d) There
      are
      no pending or threatened claims, actions, suits, proceedings, or investigations
      against the Borrower or any of its Subsidiaries by any Government Authority
      or
      any other party arising under or relating to any Environmental Law, except
      for
      such claims, actions, suits, proceedings or investigations that, individually
      or
      in the aggregate, are not reasonably likely to result in a Material Adverse
      Effect.

     

    Section
      5.10. Insurance.
      The
      properties of the Borrower and its Subsidiaries are insured with financially
      sound and reputable insurance companies not Affiliates of the Borrower, 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 the same or similar businesses and owning
      similar properties in localities where the Borrower or the applicable Subsidiary
      operates. 

     

    
      
        
        

      

      
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    Section
      5.11. Taxes.
      The
      Borrower and its Subsidiaries have filed all material Federal, state and other
      material tax returns and reports required to be filed, and have paid all
      material Federal, state and other material taxes, assessments, fees and other
      governmental charges levied or imposed upon them or their properties, income
      or
      assets otherwise due and payable, except (a) those that are not overdue by
      more than 30 days, (b) those that are being contested in good faith by
      appropriate proceedings diligently conducted and for which adequate reserves
      have been provided in accordance with GAAP or (c) to the extent that the
      failure to make such filings could not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect. There is no proposed
      tax assessment against the Borrower or any Subsidiary that would, if made,
      have
      a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries
      is
      party to any tax sharing agreement with any other Person (other than the
      Borrower and its Subsidiaries) pursuant to which it is liable for any Taxes
      of
      any Person that, individually or in the aggregate, could reasonably be expected
      to have a Material Adverse Effect. 

     

    Section
      5.12. ERISA
      Compliance.

     

    (a) Each
      Plan
      is in compliance in all material respects with its terms, the applicable
      provisions of ERISA, the Code and other federal or state Laws. Each Plan that
      is
      intended to qualify under Section 401(a) of the Code is so qualified, and
      to the knowledge of the Borrower, nothing has occurred that could reasonably
      be
      expected to cause the loss of such qualification. There are no pending or,
      to
      the knowledge of the Borrower, threatened claims, actions or lawsuits, or action
      by any Governmental Authority, with respect to any Plan that, individually
      or in
      the aggregate, could reasonably be expected to have a Material Adverse
      Effect.

     

    (b) No
      ERISA
      Event has occurred or could reasonably be expected to occur that, individually
      or in the aggregate, has had or could reasonably be expected to have a Material
      Adverse Effect. No Pension Plan has any Unfunded Pension Liability, except
      as
      could not, individually or in the aggregate, reasonably be expected to have
      a
      Material Adverse Effect.

     

    (c) With
      respect to each scheme or arrangement mandated by a Governmental Authority
      outside the United States (a “Foreign
      Government Scheme or Arrangement”)
      and
      with respect to each employee benefit plan maintained or contributed to by
      any
      Loan Party or any Subsidiary of any Loan Party that is not subject to United
      States law (a “Foreign
      Plan”),
      except as could not, individually or in the aggregate, reasonably be expected
      to
      have a Material Adverse Effect:

     

    (i) 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;

     

    (ii) the
      fair
      market value of the assets of each funded Foreign Plan, the liability of each
      insurer for any Foreign Plan funded through insurance or the book reserve
      established for any Foreign Plan, together with any accrued contributions,
      is
      sufficient to procure or provide for the accrued benefit obligations, as of
      the
      date hereof, with respect to all current and former participants in such Foreign
      Plan according to the actuarial assumptions and valuations most recently used
      to
      account for such obligations in accordance with applicable generally accepted
      accounting principles; and

     

    
      
        
        

      

      
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    (iii) each
      Foreign Plan required to be registered has been registered and has been
      maintained in good standing with applicable regulatory authorities.

     

    Section
      5.13. Subsidiaries;
      Equity Interests.
      As of
      the Closing Date, the Borrower has no Subsidiaries other than those set forth
      on
Schedule 5.13,
      and all
      of the outstanding Equity Interests in such Subsidiaries have been validly
      issued, are fully paid and non-assessable and are owned by the Borrower or
      its
      Subsidiaries in the amounts specified on Schedule 5.13,
      free
      and clear of all Liens except those permitted under Section 7.01(a),
      (c),
      (h),
      (j)
      or
(m).
      As of
      the Closing Date, no Loan Party holds Equity Interests in any Person except
      as
      set forth on Schedule 5.13. 

     

    Section
      5.14. Margin
      Regulations; Investment Company Act.

     

    (a) Following
      the application of the proceeds of each Borrowing or drawing under each Letter
      of Credit, not more than 25% of the value of the assets (of the Borrower only,
      or of the Borrower and its Subsidiaries on a consolidated basis) subject to
      the
      provisions of Section 7.01
      or
Section 7.05
      or
      subject to any restriction contained in any agreement or instrument between
      the
      Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness
      and within the scope of Section 8.01(e)
      will be
      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.

     

    Section
      5.15. Disclosure.
      The
      Borrower has disclosed to the Administrative Agent and the Lenders all
      agreements, instruments and corporate or other restrictions to which the
      Borrower 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. Neither the Information Memorandum nor
      any
      report, financial statement, certificate or other written or formally presented
      information furnished by or on behalf of the Loan Parties to the Administrative
      Agent or any Lender in connection with the transactions contemplated hereby
      and
      the negotiation of this Agreement or delivered hereunder or under any other
      Loan
      Document (in each case taken as a whole and as modified or supplemented by
      other
      information so furnished) contains any untrue statement of a material 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 made, it being understood that
      actual results may vary from such projections, and such variations may be
      material. 

     

    Section
      5.16. Intellectual
      Property; Licenses, Etc.
      The
      Borrower and its Subsidiaries own, or possess the right to use, all of the
      trademarks, service marks, trade names, copyrights, patents, patent rights,
      franchises, licenses and other intellectual property rights (collectively,
      “IP
      Rights”)
      that
      are necessary for the operation of their businesses, without conflict with
      the
      rights of any other Person, except to the extent that the failure to so own
      or
      possess any such IP Rights (or any conflict pertaining thereto) could not,
      individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect. To the knowledge of the Borrower, none of the IP Rights
      currently used, or currently contemplated to be used, by the
      Borrower or any of its Subsidiaries infringes upon any valid rights held by
      any
      other Person, except to the extent that such infringement could not,
      individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect. Except as specifically disclosed in Schedule 5.16,
      no
      claim or litigation regarding any of the foregoing is pending or, to the
      knowledge of the Borrower, threatened, that, individually or in the aggregate,
      could reasonably be expected to have
      a
      Material Adverse Effect. 

     

    
      
        
        

      

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

     

    Section
      5.18. Senior
      Debt Status.
      On the
      Closing Date, no Indebtedness or other obligations, other than the Obligations,
      constitute “Designated Senior Debt” under any of the Indentures. 

     

    ARTICLE
      VI

     

    AFFIRMATIVE
      COVENANTS

     

    So
      long
      as any Lender shall have any Commitment hereunder, any Loan, any LC Disbursement
      or any interest or fees payable hereunder shall remain unpaid or unsatisfied
      or
      any Letter of Credit shall remain outstanding (other than any Letter of Credit
      the obligations of the Borrower under which shall have been cash collateralized
      or supported by letters of credit of other banks naming the applicable LC Issuer
      as the beneficiary in a manner satisfactory to such LC Issuer), the Borrower
      shall, and, except in the case of the covenants set forth in Sections 6.01,
      6.02,
      6.03,
      6.11,
      6.16
      and
6.17
      shall
      cause each Subsidiary to:

     

    Section
      6.01. Financial
      Statements.
      Deliver
      to the Administrative Agent, to be made available to the Lenders:

     

    (a) as
      soon
      as available, but in any event within 90 days after the end of each fiscal
      year
      of the Borrower (or, if later, by the date the Annual Report on Form 10-K of
      the
      Borrower for such fiscal year would have been required to be filed under the
      rules and regulations of the SEC, giving effect to any automatic extension
      available thereunder for filing of such form), a consolidated balance sheet
      of
      the Borrower and its Subsidiaries as at the end of such fiscal year, and the
      related consolidated statements of 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 prepared in accordance with GAAP,
      such
      consolidated financial statements to be audited and accompanied by a report
      and
      opinion of a “big four” national accounting firm or other Registered Public
      Accounting Firm of nationally recognized standing reasonably acceptable to
      the
      Administrative Agent, which report and opinion shall be prepared in accordance
      with generally accepted auditing standards and applicable Securities
      Laws;

     

    
      
        
        

      

      
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    (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 (or, if later, by
      the
      date the Quarterly Report on Form 10-Q of the Borrower for such fiscal quarter
      would have been required to be filed under the rules and regulations of the
      SEC,
      giving effect to any automatic extension available thereunder for filing of
      such
      form), a consolidated balance sheet of the Borrower and its Subsidiaries as
      at
      the end of such fiscal quarter, and the related consolidated statements of
      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 the chief financial 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; and

     

    (c) as
      soon
      as available, but in any event within 91 days after the end of each fiscal
      year
      of the Borrower, forecasts prepared by management of the Borrower, in form
      reasonably satisfactory to the Administrative Agent, of the operating budget
      and
      cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal
      year, such projections to be accompanied by a certificate of the chief financial
      officer of the Borrower to the effect that (i) such projections were prepared
      by
      the Borrower in good faith, (ii) the Borrower has a reasonable basis for the
      assumptions contained in such projections and (iii) such projections have been
      prepared in accordance with such assumptions, it being understood that actual
      results may vary from such projections, and such variations may be
      material.

     

    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.

     

    Section
      6.02. Certificates;
      Other Information. 
      Deliver
      to the Administrative Agent, to be made available to the Lenders:

     

    (a) concurrently
      with the delivery of the financial statements referred to in Sections 6.01(a)
      and
(b),
      a duly
      completed Compliance Certificate signed by a Responsible Officer of the
      Borrower, which shall include, to the extent applicable, the computations of
      pro
      forma calculations referred to in the definition of the terms Consolidated
      EBITDA and Consolidated Interest Expense;

     

    (b) concurrently
      with the delivery of the financial statements referred to in Section
      6.01(a),
      a
      certificate of a Responsible Officer of the Borrower that all notices required
      to be provided under Section 6.13
      have
      been provided;

     

    (c) promptly
      after any request by the Administrative Agent, copies of any final management
      letters submitted to the board of directors (or the audit committee of the
      board
      of directors) of any Loan Party by independent accountants;

     

    
      
        
        

      

      
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    (d) promptly
      after the same becomes publicly 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 that the Borrower files or is required to file
      with
      the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934,
      or with any national securities exchange, and in any case not otherwise required
      to be delivered pursuant to this Section 6.02;
      

     

    (e) promptly
      after the furnishing thereof, copies of any statement or report furnished to
      any
      holder of debt securities of the Borrower or of any of its Subsidiaries pursuant
      to the terms of any indenture, loan or credit or similar agreement and not
      otherwise required to be delivered pursuant to this Section 6.02;

     

    (f) promptly
      and in any event within five Business Days after receipt thereof by the
      Borrower or any of its Subsidiaries, notice of receipt of any notice or other
      correspondence received from the SEC (or comparable agency in any applicable
      non-U.S. jurisdiction) concerning any material investigation or possible
      material investigation or other material inquiry by such agency regarding
      financial or other operational results of the Borrower or any of its
      Subsidiaries, but not copies of any such notice or correspondence;

     

    (g) promptly
      after the occurrence thereof or any material development therein, notice of
      any
      Environmental Liability of, or any noncompliance with any Environmental Law
      or
      Environmental Permit by, the Borrower or any of its Subsidiaries that,
      individually or in the aggregate, could reasonably be expected to have a
      Material Adverse Effect; and

     

    (h) promptly,
      such additional information regarding the business, financial, legal or
      corporate affairs of the Borrower or any of its Subsidiaries, 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
      otherwise, 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 on which (i) the Borrower
      posts such documents, or provides a link thereto, on the Borrower’s principal
      publicly accessible website or (ii) such documents are posted on the
      Borrower’s behalf on an Internet or intranet website, if any, to which each
      Lender and the Administrative Agent have access (which may be a commercial
      or a
      third-party website or a website sponsored by the Administrative Agent);
provided
      that the
      Borrower shall notify the Administrative Agent of the posting of any such
      documents and provide to the Administrative Agent by electronic mail electronic
      versions (i.e.,
      soft
      copies) of such documents.

     

    Section
      6.03. Notices.
      Promptly
      notify the Administrative Agent of:

     

    (a) the
      occurrence of any Default;

     

    (b) any
      matter that has resulted or could reasonably be expected to result in a Material
      Adverse Effect;

     

    
      
        
        

      

      
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    (c) the
      occurrence of any ERISA Event;

     

    (d) the
      occurrence of any Disposition or Casualty Event, or the incurrence or issuance
      of any Indebtedness or Equity Interests, in each case for which the Borrower
      is
      required to make a mandatory prepayment pursuant to Section 2.04(b);
      and

     

    (e) the
      occurrence of any Internal Control Event.

     

    Each
      notice pursuant to Section 6.03(a),
      (b),
      (c)
      or
(e)
      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 in respect of which a Default exists.

     

    Section
      6.04. Nonpublic
      Information.
      Concurrently with the delivery of any document or notice required to be
      delivered pursuant to Section 6.01,
      6.02
      or
6.03,
      indicate in writing whether such document or notice contains Nonpublic
      Information. The Borrower and each Lender acknowledge that certain of the
      Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive
      material non-public information with respect to the Borrower, its Subsidiaries
      or its or their securities) and, if documents or notices required to be
      delivered pursuant to Section 6.01,
      6.02
      or
6.03,
      or
      otherwise, are being distributed through IntraLinks/IntraAgency, SyndTrak or
      another relevant website or other information platform (the “Platform”),
      any
      document or notice that the Borrower has indicated contains Nonpublic
      Information shall not be posted on that portion of the Platform designated
      for
      such public-side Lenders. If the Borrower has not indicated whether a document
      or notice delivered pursuant to Section 6.01,
      6.02
      or
6.03
      contains
      Nonpublic Information, the Administrative Agent reserves the right to post
      such
      document or notice solely on that portion of the Platform designated for Lenders
      who wish to receive Nonpublic Information with respect to the Borrower, its
      Subsidiaries and its and their securities. 

     

    Section
      6.05. Payment
      of Obligations.
      Pay,
      discharge or otherwise satisfy as the same shall become due and payable
      (a) all material tax liabilities, assessments and governmental charges or
      levies upon it or its 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,
      except to the extent the failure to pay or discharge the same could not,
      individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect, and (b) all lawful claims that, if unpaid, would by Law
      become a Lien upon its assets. 

     

    Section
      6.06. Preservation
      of Existence, Etc.

     

    (a) Other
      than as to Dormant Subsidiaries, 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
      except, other than with respect to the Borrower, to the extent the failure
      to do
      so could not, individually or in the aggregate, reasonably be expected to have
      a
      Material Adverse Effect; 

     

    
      
        
        

      

      
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    (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
      to the extent the failure to do so could not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect; and 

     

    (c) preserve
      or renew all of its registered IP Rights, except to the extent the failure
      to do
      so could not, individually or in the aggregate, reasonably be expected to have
      a
      Material Adverse Effect.

     

    Section
      6.07. Maintenance
      of Properties.
      Except
      with respect to Dormant Subsidiaries and except where the failure to do so
      could
      not, individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect, (a) maintain, preserve and protect all of its properties
      and equipment that are 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 in
      accordance with prudent industry practice. 

     

    Section
      6.08. Maintenance
      of Insurance.
      Maintain, with financially sound and reputable insurance companies not
      Affiliates of the Borrower, insurance with respect to its properties in such
      amounts (after giving effect to any self-insurance (including with captive
      insurance companies) compatible with the following standards), with such
      deductibles and covering such risks as are customarily carried by companies
      engaged in the same or similar businesses and owning similar properties in
      localities where the Borrower or the applicable Subsidiary operates. 

     

    Section
      6.09. Compliance
      with Laws.
      Comply
      with the requirements of all Laws and all orders, writs, injunctions and decrees
      applicable to it or to its business or property, except where such requirement
      of Law or order, writ, injunction or decree is being contested in good faith
      by
      appropriate proceedings diligently conducted or where the failure to comply
      therewith could not, individually or in the aggregate, reasonably be expected
      to
      have a Material Adverse Effect. 

     

    Section
      6.10. Books
      and Records.
      Maintain
      proper books of record and account, in which full, true and correct entries
      shall be made of all material financial transactions and matters involving
      the
      assets and business of the Borrower or such Subsidiary, as the case may be,
      in a
      manner that permits the preparation of financial statements in accordance with
      GAAP. 

     

    Section
      6.11. Inspection
      Rights.
      Permit
      representatives and independent contractors of the Administrative Agent and
      each
      Lender to visit and inspect any of its properties, to examine its corporate,
      financial and operating records, and make copies thereof or abstracts therefrom,
      and to discuss its affairs, finances and accounts with its directors, officers,
      and independent public accountants, all at reasonable times during normal
      business hours, in reasonable intervals and upon reasonable advance notice
      to
      the Borrower; provided,
      that,
      excluding any such visits and inspections during the continuation of an Event
      of
      Default, only the Administrative Agent on behalf of the Lenders may exercise
      rights under this Section 6.11
      and
      the
      Administrative Agent shall not exercise such rights more often than twice during
      any calendar year and any one such time shall be at the Borrower’s expense;
provided further,
      that
      when an Event of Default exists the Administrative Agent or any Lender may
      do
      any of the foregoing at the expense of the Borrower at any time during normal
      business hours and upon reasonable advance notice to the Borrower. The
      Administrative Agent and the Lenders shall give the Borrower the opportunity
      to
      participate in any discussions with the Borrower’s accountants. 

     

    
      
        
        

      

      
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    Section
      6.12. Use
      of
      Proceeds.
      Use the
      proceeds of the Loans solely to repay in full all amounts outstanding under
      the
      Existing Credit Agreement and to pay fees and expenses related to the
      Transactions and, with respect to any remaining proceeds, for general corporate
      purposes not in contravention of any Law or of any Loan Document; and use
      Letters of Credit solely to support obligations of the Borrower and its
      Subsidiaries incurred in the ordinary course of business. 

     

    Section
      6.13. Information
      Regarding Collateral; Additional Subsidiaries. ii)
      Furnish
      to the Collateral Agent prompt written notice of any change in (i) any Loan
      Party’s legal name, as reflected in its Organization Documents, (ii) any
      Loan Party’s jurisdiction of organization or corporate structure and
      (iii) any Loan Party’s identity, Federal Taxpayer Identification Number or
      organization number, if any, assigned by the jurisdiction of its organization,
      and not effect or permit any such change unless all filings have been made
      under
      the Uniform Commercial Code or otherwise that are required in order for the
      Collateral Agent to continue at all times following such change to have a valid,
      legal and perfected security interest in all the Collateral. 

     

    (b) If
      any
      material assets (including any Equity Interests and any real properties or
      leasehold interests that would constitute Mortgaged Properties) are acquired,
      or
      any deposit accounts or securities accounts described in the definition of
      the
      term Guarantee and Collateral Requirement are established, by the Borrower
      or
      any Subsidiary Loan Party (or held by any Person becoming a Subsidiary Loan
      Party) after the Closing Date (other than assets (but not Equity Interests
      or
      any such accounts) constituting Collateral under the Guarantee and Collateral
      Agreement that become subject to the Lien created by the Guarantee and
      Collateral Agreement upon acquisition thereof, but only if such Lien thereon
      shall be perfected), notify the Collateral Agent thereof and, if requested
      by
      the Collateral Agent, cause such assets or accounts to be subjected to a Lien
      securing the Obligations and take such actions as shall be necessary or
      reasonably requested by the Collateral Agent to grant and perfect such Liens,
      all at the expense of the Loan Parties.

     

    (c) If
      any
      additional Subsidiary (other than a Dormant Subsidiary) is formed or acquired
      after the Closing Date or if any Subsidiary ceases to be a Dormant Subsidiary,
      notify, within 10 Business Days after such Subsidiary is formed or acquired
      or
      ceases to be a Dormant Subsidiary, as the case may be, the Collateral Agent
      thereof and, promptly thereafter, cause the Guarantee and Collateral Requirement
      to be satisfied with respect to such Subsidiary (if it is a Subsidiary Loan
      Party) and with respect to any Equity Interest in or Indebtedness of such
      Subsidiary owned by or on behalf of any Loan Party.

     

    Section
      6.14. Compliance
      with Environmental Laws.
      Except
      to the extent the failure to do so could not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect, comply, and cause
      all
      lessees and other Persons operating or occupying its properties to comply,
      with
      all applicable Environmental Laws and Environmental Permits; obtain and renew
      all Environmental Permits necessary for its operations and properties; and
      conduct any investigation, study, sampling and testing, and undertake any
      cleanup, removal, remedial or other action necessary to remove and clean up
      all
      Hazardous Materials from any of its properties in accordance with the
      requirements of all applicable Environmental Laws; provided,
      however,
      that
      neither the Borrower nor any of its Subsidiaries shall be required to undertake
      any such cleanup, removal, remedial or other action (a) to the extent that
      its obligation to do so is being contested in good faith and by proper
      proceedings diligently pursued and appropriate reserves are being maintained
      in
      accordance with GAAP with respect to such circumstances or (b) where
      failure to do so could not, individually or in the aggregate, reasonably be
      expected to have a Material Adverse Effect. 

     

    
      
        
        

      

      
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    Section
      6.15. Further
      Assurances.
      Promptly
      upon request by the Administrative Agent, or any Lender through the
      Administrative Agent, (a) correct any material defect or error that may be
      discovered in any Loan Document or in the execution, acknowledgment, filing
      or
      recordation thereof, and (b) 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 the
      Administrative Agent or the Collateral Agent may reasonably require from time
      to
      time in order to cause the Guarantee and Collateral Requirement to be and remain
      satisfied and assure, convey, grant, assign, transfer, preserve, protect and
      confirm more effectively unto the Administrative Agent or the Collateral Agent,
      the rights granted or now or hereafter intended to be granted to such Persons
      under any Loan Document or under any other instrument executed in connection
      with any Loan Document to which the Borrower or any other Loan Party is or
      is to
      be a party. 

     

    Section
      6.16. Interest
      Rate Hedging.
      No later
      than 90 days after the Closing Date, obtain and, at all times thereafter until
      the third anniversary of the Closing Date cause to be maintained, protection
      against fluctuations in interest rates pursuant to one or more Swap Contracts
      in
      form and substance reasonably satisfactory to the Administrative Agent, in
      order
      to ensure that not less than 50% of the aggregate principal amount of the total
      Indebtedness for borrowed money of the Borrower and its Subsidiaries then
      outstanding is either (i) subject to such Swap Contracts or
      (ii) Indebtedness that bears interest at a fixed rate. 

     

    Section
      6.17. Ratings.
      Use
      commercially reasonable efforts to obtain as promptly as practicable after
      the
      Closing Date, and thereafter to maintain at all times, ratings issued by Moody’s
      and S&P with respect to senior secured debt of the Borrower. 

     

    Section
      6.18. Certain
      Post-Closing
      Collateral Obligations.
      As
      promptly as practicable, and in any event within 60 days, after the Closing
      Date, (a) cause the requirements set forth in clauses
      (c)
      (with
      respect to Foreign Subsidiaries), (e),
      (f)
      and
(g)
      of the
      definition of the term Guarantee and Collateral Requirement to be satisfied
      and
      (b) deliver all mortgages, foreign pledge agreements, control agreements, lien
      searches, agreements of third parties and documents from public officials that
      would have been required to be delivered on the Closing Date but for the last
      sentence of Article
      IV,
      in each
      case except to the extent otherwise agreed to by the Collateral Agent pursuant
      to the last two sentences of the definition of the term Guarantee and Collateral
      Requirement.

     

    
      
        
        

      

      
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    ARTICLE
      VII

     

    NEGATIVE
      COVENANTS

     

    So
      long
      as any Lender shall have any Commitment hereunder, any Loan, any LC Disbursement
      or any interest or fees payable hereunder shall remain unpaid or unsatisfied
      or
      any Letter of Credit shall remain outstanding (other than any Letter of Credit
      the obligations of the Borrower under which shall have been cash collateralized
      or supported by letters of credit of other banks naming the applicable LC Issuer
      as the beneficiary in a manner satisfactory to such LC Issuer), the Borrower
      shall not, nor shall it permit any Subsidiary to, directly or
      indirectly:

     

    Section
      7.01. Liens.

     

    Create,
      incur, assume or suffer to exist any Lien upon any of its properties or assets,
      whether now owned or hereafter acquired, other than the following (“Permitted
      Liens”):

     

    (a) Liens
      created under any Loan Document;

     

    (b) Liens
      existing on the Closing Date and set forth on Schedule 7.01(b),
      and any
      renewals or extensions thereof; provided
      that (i)
      such Liens shall apply only to the assets to which they apply on the Closing
      Date and (ii) such Liens shall secure only (A) those obligations that they
      secure on the Closing Date and (B) refinancings, refundings, renewals and
      extensions of such secured obligations permitted hereunder so long as the
      aggregate principal amount of obligations secured under this Section
      7.01(b)
      does not
      exceed at any time the sum of (x) the principal amount of the obligations
      secured by such Liens on the Closing Date and (y) the aggregate amount of
      reasonable premiums paid, and fees and expenses reasonably incurred, in
      connection with such refinancings, refundings, renewals and
      extensions;

     

    (c) Liens
      for
      Taxes, fees, assessments or other governmental charges that are not overdue
      by
      more than 30 days or, if more than 30 days overdue, (i) that are being
      contested in good faith by appropriate proceedings diligently conducted and
      for
      which adequate reserves have been provided in accordance with GAAP or
      (ii) with respect to which in the aggregate the failure to make payment
      could not reasonably be expected to have a Material Adverse Effect;

     

    (d) statutory
      Liens of landlords, warehousemen, mechanics, materialmen, repairmen or other
      like Liens arising in the ordinary course of business that secure obligations
      that are not overdue by more than 30 days or, if more than 30 days overdue,
      (i) that are being contested in good faith by appropriate proceedings
      diligently conducted and for which adequate reserves have been provided in
      accordance with GAAP or (iii) with respect to which in the aggregate the
      failure to make payment could not reasonably be expected to have a Material
      Adverse Effect;

     

    (e) pledges
      and deposits made in the ordinary course of business (i) in connection with
      workers’ compensation, unemployment insurance and other social security
      legislation, other than any Lien imposed by ERISA, or (ii) securing
      insurance premiums or reimbursement obligations under insurance policies, in
      each case payable to insurance carriers that provide insurance to the Borrower
      or any of its Subsidiaries;

     

    (f) pledges
      and deposits made in the ordinary course of business to secure the performance
      of bids, trade contracts and leases (other than Indebtedness), statutory
      obligations, surety, stay, customs and appeal bonds, performance bonds,
      performance and completion guarantees and other obligations of a like nature
      (including those to secure health, safety and environmental
      obligations);

     

    
      
        
        

      

      
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    (g) easements,
      rights-of-way, restrictions, encroachments, protrusions and other similar
      encumbrances and minor title defects affecting real property that do not secure
      Indebtedness, that are incurred in the ordinary course of business and that
      do
      not materially and adversely affect the use of the property subject thereto
      for
      its intended purpose;

     

    (h) Liens
      securing judgments for the payment of money that have not resulted in an Event
      of Default under Section 8.01(h);

     

    (i) Liens
      securing Indebtedness permitted under Section 7.02(c);
      provided
      that
      (i) such Liens do not at any time encumber any assets other than the assets
      financed by such Indebtedness or, if applicable, subject to such Capitalized
      Lease and the proceeds and product thereof and accessions thereto and
      (ii) the Indebtedness secured thereby does not exceed the cost or fair
      market value, whichever is lower, of the assets being encumbered at the time
      such assets became so encumbered; provided further,
      however,
      that in
      the event purchase money obligations are owed to any Person with respect to
      financing of more than one purchase of equipment, Liens securing such purchase
      money obligations shall be permitted to extend to all equipment so financed
      by
      such Person;

     

    (j) Liens
      securing Indebtedness or other obligations in an aggregate principal
      amount at
      any
      time outstanding not
      to
      exceed $15,000,000; provided
      that any
      such Liens that extend to or cover any Collateral shall not secure Indebtedness
      or other obligations in an aggregate principal amount at any time outstanding
      in
      excess of $10,000,000;

     

    (k) Liens
      arising solely by virtue of any statutory or common law provision relating
      to
      banker’s liens, rights of set-off or similar rights and remedies as to deposit
      or commodity trading or brokerage accounts or other funds maintained with a
      creditor depository institution, provided
      that
      such accounts and funds are not primarily intended by the Borrower or any
      Subsidiary to provide collateral to the depository institution or the commodity
      intermediary;

     

    (l) Liens
      on
      property of any Subsidiary in favor of the Borrower or any Subsidiary Loan
      Party;

     

    (m) Liens
      on
      property of any Foreign Subsidiary securing Indebtedness of such Foreign
      Subsidiary permitted under Section 7.02(e);

     

    (n) (i) leases,
      licenses, subleases and sublicenses granted in the ordinary course of business
      and that do not (A) interfere in any material respect with the business of
      the Borrower or any of its material Subsidiaries or (B) secure any
      Indebtedness for borrowed money or (ii) the rights reserved or vested in
      any Person by the terms of any lease, license, franchise, grant or permit held
      by the Borrower or any of its Subsidiaries, or by Law to terminate any such
      lease, license, franchise, grant or permit or to require annual or periodic
      payments as a condition to the continuance thereof;

     

    
      
        
        

      

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

     

    (p) Liens
      consisting of (i) agreements to Dispose of any property in a Disposition
      permitted under Section 7.05
      and
      (ii) earnest money deposits made by the Borrower or any of its Subsidiaries
      in connection with any letter of intent or purchase agreement entered into
      in
      connection with an Investment permitted under Section 7.03;

     

    (q) any
      Lien
      existing on (i) any asset prior to the acquisition thereof by the Borrower
      or
      any Subsidiary or (ii) any asset of any Person that becomes a Subsidiary (or
      is
      merged into or consolidated with any Subsidiary) after the date hereof prior
      to
      the time such Person becomes a Subsidiary (or is so merged or consolidated);
      provided
      that (A)
      such Lien does not extend to or cover any other assets (other than the proceeds
      or products of the assets originally subject thereto and, in the case of Liens
      referred to in clause (ii), after-acquired assets subjected to a Lien pursuant
      to requirements existing at the time such Person became a Subsidiary (or was
      so
      merged or consolidated), other than any such after-acquired assets that would
      not have been subject to such Lien but for such Person becoming a Subsidiary
      (or
      so being merged or consolidated)), (ii) such Lien was not created in
      contemplation of or in connection with such acquisition or such Person becoming
      a Subsidiary (or so being merged or consolidated), as the case may be, and
      (iii) the Indebtedness secured thereby is permitted under Section 7.02(i);

     

    (r) Liens
      arising out of conditional sale, title retention, consignment or similar
      arrangements for sale of goods entered into by the Borrower or any of its
      Subsidiaries in the ordinary course of business;

     

    (s) Liens
      deemed to exist in connection with Investments in repurchase agreements
      permitted under Section 7.03;

     

    (t) Liens
      on
      assets constituting ABL Collateral securing Indebtedness and other obligations
      under the Permitted ABL Facility; provided
      that the
      Borrower, the Collateral Agent and the institution serving as collateral agent
      for the Permitted ABL Facility shall have entered into the ABL Intercreditor
      Agreement;

     

    (u) Liens
      that are contractual rights of set-off under agreements entered into with
      customers of the Borrower or any Subsidiary in the ordinary course of business;
      and

     

    (v) Liens
      securing IRB Debt permitted by Section 7.02(n),
      provided
      that
      Liens extend to and cover only the capital assets and improvements financed
      with
      such IRB Debt.

     

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

     

    (a) Indebtedness
      constituting (i) Investments permitted under Section 7.03(c),
      provided
      that
      (A) any such Indebtedness that is owed to a Loan Party shall be evidenced
      by a promissory note that shall have been pledged in accordance with the
      Guarantee and Collateral Requirement, (B) any such Indebtedness of a Loan
      Party to a Subsidiary that is not a Subsidiary Loan Party shall be subordinated
      to the Obligations on terms no less favorable to the Lenders than the terms
      set
      forth on Exhibit
      F,
      as
      reasonably determined by the Administrative Agent, and (C) no Domestic
      Subsidiary of the Borrower shall Guarantee obligations of the Borrower under
      the
      Permitted ABL Facility unless such Domestic Subsidiary shall have Guaranteed
      the
      Obligations and (ii) Guarantees by the Borrower of (A) Indebtedness of any
      Foreign Subsidiary permitted under Section
      7.02(e)
      or (B)
      Indebtedness of any Foreign Subsidiary under a Qualified Foreign Credit
      Facility;

     

    
      
        
        

      

      
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    (b) Indebtedness
      under the Loan Documents;

     

    (c) Indebtedness
      in respect of Capitalized Leases, Synthetic Lease Obligations and purchase
      money
      obligations to finance the purchase, repair or improvement of fixed or capital
      assets; provided,
      however,
      that
      the aggregate amount of such Indebtedness at any time outstanding shall not
      exceed $15,000,000;

     

    (d) Indebtedness
      (other than Indebtedness of Foreign Subsidiaries) in an aggregate principal
      amount at any time outstanding not to exceed $25,000,000;

     

    (e) Indebtedness
      of Foreign Subsidiaries to Persons other than the Borrower and its Subsidiaries
      in an aggregate principal amount at any time outstanding not to exceed
      $25,000,000, it being understood that any such Indebtedness may be incurred
      under a Qualified Foreign Credit Facility, subject to the limitation set forth
      in the definition of such term;

     

    (f) Guarantees
      resulting from endorsement of negotiable instruments in the ordinary course
      of
      business;

     

    (g) obligations
      in respect of surety, stay, customs and appeal bonds, performance bonds and
      performance and completion guarantees required in the ordinary course of
      business or in connection with the enforcement of rights or claims of the
      Borrower or its Subsidiaries or in connection with judgments that have not
      resulted in an Event of Default under Section
      8.01(h);

     

    (h) Indebtedness
      outstanding on the date hereof and set forth on Schedule 7.02(h)
      and any
      refinancings, refundings, renewals or extensions thereof, provided
      that
      (i) the principal 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 paid, and fees and expenses reasonably incurred, in
      connection with such refinancing, refunding, renewal or extension and by an
      amount equal to any existing commitments unutilized thereunder and (ii) the
      direct or any contingent obligor with respect thereto is not changed as a result
      of or in connection with such refinancing, refunding, renewal or extension;
      provided further
      that
      (A) the final maturity and the weighted average life to maturity thereof is
      no shorter than that of the Indebtedness being refinanced, refunded, renewed
      or
      extended and (B) the terms relating to collateral (if any) and subordination
      (if
      any), and other material terms (other than interest rates) taken as a whole,
      of
      any such refinancing, refunding, renewing or extending 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 Lenders than the terms of
      any
      agreement or instrument governing the Indebtedness being refinanced, refunded,
      renewed or extended;

     

    (i) Indebtedness
      of any Person that becomes a Subsidiary (or is merged into or consolidated
      with
      any Subsidiary) after the date hereof as a result of a Permitted Acquisition
      or
      is assumed by the Borrower or any of its Subsidiaries in connection with any
      Permitted Acquisition (provided
      that (i)
      such Indebtedness was not incurred in contemplation of such Permitted
      Acquisition and (ii) the aggregate principal amount of Indebtedness permitted
      by
      this Section 7.02(i)
      shall
      not exceed $20,000,000 at any time outstanding), and any refinancings,
      refunding, renewal or extension thereof that would have been permitted under
      Section
      7.02(h)
      had such
      Indebtedness been permitted under such Section;

     

    
      
        
        

      

      
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    (j) Indebtedness
      in respect of netting services, overdraft protections and similar arrangements
      in each case in connection with cash management and deposit
      accounts;

     

    (k) Indebtedness
      consisting of (i) the financing of insurance premiums in the ordinary course
      of
      business or (ii) take or pay obligations contained in supply arrangements not
      to
      exceed $100,000,000 in the aggregate;

     

    (l) Indebtedness
      incurred by the Borrower or any of its Subsidiaries constituting reimbursement
      obligations with respect to letters of credit issued in the ordinary course
      of
      business in respect of workers compensation claims, health, disability or other
      employee benefits or property, casualty or liability insurance or
      self-insurance, other Indebtedness with respect to reimbursement-type
      obligations regarding workers compensation claims and other Indebtedness in
      respect of bankers’ acceptance, letter of credit, warehouse receipts or similar
      facilities entered into in the ordinary course of business; provided
      that
      upon the drawing of such letters of credit or the incurrence of such
      Indebtedness, such obligations are reimbursed within five Business Days
      following such drawing or incurrence;

     

    (m) Indebtedness
      under an asset based revolving credit facility in an aggregate principal amount
      at any time outstanding not to exceed the lesser of (i) the Facilities Reduction
      Amount at such time and (ii) $300,000,000 (such facility, the “Permitted
      ABL Facility”);

     

    (n) IRB
      Debt
      in an aggregate principal amount at any time outstanding not to exceed
      $20,000,000; and

     

    (o) all
      premiums (if any), interest (including post-petition interest), fees, expenses,
      charges and additional or contingent interest on obligations described in
clauses
      (a)
      through
(n)
      above.

     

    Section
      7.03. Investments.
      Make or
      hold any Investments, except:

     

    (a) Investments
      in Cash Equivalents;

     

    (b) advances
      to officers, directors and employees of the Borrower and its Subsidiaries
      (i) for travel, entertainment, relocation and analogous ordinary business
      purposes, in an aggregate amount not to exceed $5,000,000 at any time
      outstanding, and (ii) in connection with such Person’s purchase of Equity
      Interests of the Borrower, in an aggregate amount not to exceed $5,000,000
      at
      any time outstanding, in each case determined without regard to any write-downs
      or write-offs of such advances;

     

    (c) Investments
      by the Borrower in any Subsidiary and by any Subsidiary
      in any other Subsidiary or in the Borrower (except Investments in Equity
      Interests of the Borrower), provided
      that (i)
      the aggregate amount of Investments made since the Closing Date by the Loan
      Parties in Subsidiaries that are not Subsidiary Loan Parties shall not exceed
      the sum of (A) $50,000,000, (B) $25,000,000 (provided
      that
      Investments made in reliance on this clause (B) shall be used by the recipient
      thereof, promptly upon the receipt thereof, to repay Indebtedness of such
      recipient or its Subsidiaries (subject to, in the case of any such Indebtedness
      that is a revolving extension of credit, a corresponding permanent reduction
      in
      related commitments)) and (C) the aggregate amount of dividends paid, or loans
      or advances repaid, by the Foreign Subsidiaries to, and Investments made by
      the
      Foreign Subsidiaries in, the Loan Parties since the Closing Date and (ii) any
      such Investments by a Loan Party that constitute loans or advances to a
      Subsidiary shall be evidenced by a promissory note that shall have been pledged
      in accordance with the Guarantee and Collateral Requirement;

     

    
      
        
        

      

      
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    (d) 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 and other credits to suppliers
      made in the ordinary course of business;

     

    (e) Guarantees
      permitted by Section 7.02;

     

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

     

    (g) Investments
      by the Borrower in Swap Contracts;

     

    (h) the
      purchase or other acquisition of all of the Equity Interests in, or all or
      substantially all of the property and assets constituting a line of business,
      a
      business unit or division of, any Person that, upon the consummation thereof,
      will be owned by the Borrower or a Wholly-Owned Subsidiary (including as a
      result of a merger or consolidation between such Person and any Subsidiary);
      provided
      that no
      such purchase or other acquisition may be made prior to September 30, 2007
      and
      with respect to each such purchase or other acquisition made
      thereafter:

     

    (i) all
      actions required to be taken under Section
      6.13
      with
      respect to any Subsidiary that is the surviving or continuing Person in any
      such
      merger or consolidation, or any such purchased or otherwise acquired assets,
      shall
      have been taken;

     

    (ii) the
      lines
      of business of the Person or assets to be so purchased or otherwise acquired
      shall be reasonably related or similar to one or more lines of business that
      are
      the principal lines of businesses of the Borrower and its
      Subsidiaries;

     

    (iii) (A) the
      total cash and noncash consideration (excluding the fair market value of all
      Equity Interests of the Borrower (other than any such Equity Interests that
      would give rise to Indebtedness) issued or transferred to the sellers thereof,
      but including all indemnities, earnouts and other contingent payment obligations
      to, and the aggregate amounts paid or to be paid under noncompete, consulting
      and other affiliated agreements with, the sellers thereof, all write-downs
      of
      property and assets and reserves for liabilities with respect thereto and all
      assumptions of debt, liabilities and other obligations in connection therewith)
      paid by or on behalf of the Borrower and its Subsidiaries for any such purchase
      or other acquisition, when aggregated with the total cash and noncash
      consideration (determined as set forth above) paid by or on behalf of the
      Borrower and its Subsidiaries for all other purchases and other acquisitions
      made by the Borrower and its Subsidiaries pursuant to this Section 7.03(h),
      shall
      not exceed $25,000,000 in any fiscal year of the Borrower or (B) such
      Investment is made solely with the Equity Interests of the Borrower (other
      than
      any such Equity Interests that would give rise to Indebtedness);

     

    
      
        
        

      

      
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    (iv) immediately
      before and immediately after giving effect to any such purchase or other
      acquisition, (A) no Event of Default shall have occurred and be continuing
      and
      (B) the Borrower and its Subsidiaries shall be in pro forma compliance with
      the
      covenant set forth in Section 7.11,
      such
      compliance to be determined on the basis of the financial information most
      recently delivered to the Administrative Agent pursuant to Section 6.01(a)
      or
(b)
      as
      though such purchase or other acquisition had been consummated as of the first
      day of the fiscal period covered thereby; and

     

    (v) the
      Borrower shall have delivered to the Administrative Agent, at least five
      Business Days prior to 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(h)
      have
      been satisfied or will be satisfied on or prior to the consummation of such
      purchase or other acquisition;

     

    (i) so
      long
      as no Event of Default shall have occurred and be continuing or would result
      therefrom, other Investments not exceeding $25,000,000 in the aggregate since
      the Closing Date (with all such Investments valued at the time of Investment
      at
      the cash amount thereof, if in cash, the fair market value thereof as determined
      by the board of directors of the Borrower, if in property, and at the maximum
      amount thereof if in Guarantees);

     

    (j) bank
      deposits made in the ordinary course of business;

     

    (k) promissory
      notes and other non-cash consideration received in connection with Dispositions
      permitted by Section 7.05;

     

    (l) Investments
      in the ordinary course of business consisting of (i) endorsements for
      collection or deposit and (ii) customary trade arrangements with customers
      consistent with past practices; and

     

    (m) Investments
      (including debt obligations and Equity Interests) received in connection with
      the bankruptcy or reorganization of any Person and in settlement of obligations
      of, or other disputes with, such Persons arising in the ordinary course of
      business and upon the foreclosure with respect to any secured Investment or
      other transfer of title with respect to any secured Investment.

     

    Section
      7.04. Fundamental
      Changes.
      Merge or
      consolidate with or into another Person, except that, so long as no Event of
      Default shall have occurred and be continuing or would result therefrom,
(a)
      any
      Subsidiary may merge or consolidate with (i) the Borrower, provided
      that the
      Borrower shall be the continuing or surviving Person, other than in connection
      with a merger the purpose of which is to reincorporate the Borrower in another
      state of the United States so long as the surviving Person expressly assumes
      all
      of the obligations of the Borrower under the Loan Documents in a manner
      reasonably satisfactory to the Administrative Agent, or (ii) any other
      Subsidiary; provided
      that
      (A) in a merger or consolidation of any Wholly-Owned Subsidiary with
      another Subsidiary, the continuing or surviving Person shall be a Wholly-Owned
      Subsidiary and (B) in a merger or consolidation of any Subsidiary Loan
      Party with another Subsidiary, the continuing or surviving Person shall be
      a
      Subsidiary Loan Party; and (b) in
      connection with any Permitted Acquisition, a Subsidiary may merge or consolidate
      with any other Person, provided
      that the
      continuing or surviving Person shall be a Wholly-Owned Subsidiary. 

     

    
      
        
        

      

      
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    Section
      7.05. Dispositions. Make
      any
      Disposition, except:

     

    (a) Dispositions
      of no longer useful or used, surplus, obsolete or worn out assets in the
      ordinary course of business;

     

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

     

    (c) Dispositions
      of equipment (i) in a transaction where such equipment is exchanged for
      credit against the purchase price of similar replacement equipment or
      (ii) the proceeds of such Disposition are reasonably promptly applied to
      the purchase price of such replacement equipment;

     

    (d) Dispositions
      of cash or Cash Equivalents;

     

    (e) Dispositions
      of property by any Subsidiary to the Borrower or by the Borrower or any
      Subsidiary to any other Subsidiary; provided
      that
      (i) if the transferor of such property is a Loan Party, the transferee
      thereof shall be a Loan Party and (ii) to the extent such transaction
      constitutes an Investment, such transaction is permitted under Section 7.03;

     

    (f) Dispositions
      permitted under Section
      7.06;

     

    (g) Disposition
      of (i) the Home and Garden division of the Borrower, in whole or in part, (ii)
      assets constituting one or more other divisions or lines of business of the
      Borrower and its Subsidiaries and (iii) any manufacturing plants or facilities,
      in each case, made as part of a debt reduction program of the Borrower;
provided
      that at
      least 75% of the consideration received by the Borrower and its Subsidiaries
      in
      any such Disposition shall be in the form of cash and Cash
      Equivalents;

     

    (h) Dispositions
      not otherwise permitted under this Section 7.05;
      provided
      that
      (i) at the time of such Disposition, no Event of Default shall have
      occurred and be continuing or would result therefrom, (ii) the aggregate
      book value of all property Disposed of in reliance on this Section
      7.03(h)
      shall
      not exceed $35,000,000 in any fiscal year of the Borrower or $100,000,000 since
      the Closing Date and (iii) at least 75% of the consideration received by
      the Borrower and its Subsidiaries in any such Disposition shall be in the form
      of cash and Cash Equivalents; 

     

    (i) Dispositions
      of property pursuant to sale and leaseback transactions; provided
      that
      (i) the aggregate fair market value of all property Disposed of in reliance
      on this Section 7.03(i)
      shall
      not exceed $15,000,000 (which amount may, with prior approval by the
      Administrative Agent, be increased to $25,000,000) since the Closing Date and
      (ii) at least 75% of the consideration received by the Borrower and its
      Subsidiaries in any such Disposition shall be in the form of cash and Cash
      Equivalents;

     

    
      
        
        

      

      
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    (j) (i) sales
      or discounts of accounts receivable without recourse arising in the ordinary
      course of business in connection with the compromise or collection thereof
      (but
      not as part of any securitization or factoring arrangement) and (ii) sales
      or transfers of accounts receivable and related rights by any Foreign Subsidiary
      pursuant to customary receivables financing facilities or factoring
      arrangements;

     

    (k) transfers
      of property that is the subject of a Casualty Event upon receipt of insurance
      or
      other proceeds arising from such Casualty Event;

     

    (l) Dispositions
      of Equity Interests in Dormant Subsidiaries;

     

    (m) Dispositions
      of Investments in joint ventures to the extent required by, or made pursuant
      to,
      any buy/sell arrangement or any similar binding arrangement between joint
      venture parties, in each case, that is in effect on the Closing
      Date;

     

    (n) Dispositions
      of accounts receivable pursuant to retailer-mandated factoring programs in
      an
      aggregate amount not to exceed $15,000,000 since the Closing Date;

     

    (o) Dispositions
      set forth on Schedule
      7.05;
      and

     

    (p) Dispositions
      in the ordinary course of business consisting of abandonment of IP Rights that,
      in the good faith determination of the Borrower or any Subsidiary, are
      uneconomical, negligible, obsolete or otherwise not material in the conduct
      of
      its business;

     

    provided,
      however,
      that
      any Disposition pursuant to Sections 7.05(a),
      (b),
      (c),
      (g),
      (h),
      (i),
      (n)
      and
(o)
      shall be
      made at least for the fair market value of the assets Disposed.

     

    Section
      7.06. Restricted
      Payments.
      Declare
      or make, directly or indirectly, any Restricted Payment, except
      that:

     

    (a) each
      Subsidiary may make Restricted Payments to the Borrower or any other Subsidiary
      or, in the case of any Subsidiary that is not a Wholly-Owned Subsidiary, to
      any
      other Person that owns a direct Equity Interest in such Subsidiary, ratably
      in
      accordance with such Person’s ownership of the type of Equity Interest in
      respect of which such Restricted Payment is being made;

     

    (b) the
      Borrower and each of its Subsidiaries 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 of its Subsidiaries may purchase, redeem or otherwise acquire
      its common Equity Interests with the proceeds received from the substantially
      concurrent issuance of new common Equity Interests of such Person (other than
      any such issuance to the Borrower or a Subsidiary); 

     

    
      
        
        

      

      
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    (d) so
      long
      as no Event of Default shall have occurred and be continuing or would result
      therefrom, the Borrower and its Subsidiaries may repurchase, retire or otherwise
      acquire for value common stock or options with respect to common stock held
      by
      directors, officers, consultants or employees of the Borrower or any of its
      Subsidiaries (or any persons that formerly held any such position), or by the
      estate, family member, spouse or former spouse of any of the foregoing Persons,
      in each case, (i) pursuant to the exercise by any holder thereof of a right
      under the equity incentive plans of the Borrower and its Subsidiaries to require
      such repurchase in connection with any Taxes payable by such holder as a result
      of vesting, or lapse of restrictions on transfer, of such common stock or
      options or (ii) in connection with the death or disability of any such director,
      officer, consultant or employee (or any person that formerly held any such
      position); provided
      that
      such Restricted Payments shall not exceed $5,000,000 in the aggregate in any
      calendar year and the price paid for any such common stock or option shall
      not
      exceed the market value of such common stock or option at the time paid;
      and

     

    (e) so
      long
      as no Event of Default shall have occurred and be continuing or would result
      therefrom, the Borrower may make cash payments in lieu of issuing fractional
      shares in connection with the exercise of warrants, options or other securities
      convertible into or exchangeable for Equity Interests of the Borrower or its
      Subsidiaries, provided
      that any
      such cash payment shall not be for the purpose of evading the limitations set
      forth in this Section 7.06
      (as
      determined in good faith by the board of directors of the Borrower (or any
      authorized committee thereof)).

     

    Section
      7.07. Change
      in Nature of Business.
      Engage
      in any material line of business substantially different from the lines of
      business conducted by the Borrower and its Subsidiaries on the Closing Date
      or
      any business reasonably related or ancillary thereto. 

     

    Section
      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 (a) on 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, (b) transactions
      among the Borrower and its Subsidiaries, (c) dividends, redemptions,
      repurchases and other transactions permitted under Section 7.06,
      (d) customary fees payable to any directors of the Borrower and its
      Subsidiaries and reimbursement of reasonable out-of-pocket costs of the
      directors of the Borrower and its Subsidiaries, (e) employment and
      severance arrangements between the Borrower or its Subsidiaries and their
      respective officers and employees entered into in the ordinary course of
      business, (f) the payment of customary fees and indemnities to directors,
      officers and employees of the Borrower and its Subsidiaries in the ordinary
      course of business and (g) transactions pursuant to any agreement in effect
      on the Closing Date and set forth on Schedule 7.08,
      as any
      such agreement may be amended, supplemented or otherwise modified, provided
      that the
      terms thereof following any such amendment, supplement or modifications are
      not,
      individually or in the aggregate, more adverse in any material respect to the
      Loan Parties or the Lenders than the terms thereof in effect on the Closing
      Date. 

     

    Section
      7.09. Burdensome
      Agreements. Enter
      into, incur or permit to exist any Contractual Obligation that prohibits,
      restricts or imposes any condition upon (a) the ability of the Borrower or
      any Subsidiary to create, incur or permit to exist any Lien upon any of its
      property or assets or (b) the ability of any Subsidiary to pay dividends or
      other distributions with respect to any shares of its capital stock or to make
      or repay loans or advances to the Borrower or any other Subsidiary or to
      Guarantee Indebtedness of the Borrower or any other Subsidiary; provided
      that
      (i) the foregoing shall not apply to restrictions and conditions imposed by
      Law or by any Loan Document, (ii) the foregoing shall not apply to
      restrictions and conditions existing on the date hereof identified on
Schedule 7.09
      (but
      shall apply to any extension or renewal of, or any amendment or modification
      expanding the scope of, any such restriction or condition), (iii) the
      foregoing shall not apply to customary restrictions and conditions contained
      in
      agreements relating to the sale of a Subsidiary pending such sale, provided
      such
      restrictions and conditions apply only to the Subsidiary that is to be sold
      and
      such sale is permitted hereunder, (iv) clause (a) of the foregoing shall
      not apply to restrictions or conditions imposed by any agreement relating to
      secured Indebtedness permitted by this Agreement if such restrictions or
      conditions apply only to the property or assets securing such Indebtedness
      and
      (v) clause (a) of the foregoing shall not apply to customary provisions in
      leases and other contracts restricting the assignment thereof. 

     

    
      
        
        

      

      
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    Section
      7.10. Use
      of
      Proceeds.
      Use the
      proceeds of any Credit Extension to purchase or carry margin stock (within
      the
      meaning of Regulation U of the FRB), to extend credit to others for the purpose
      of purchasing or carrying margin stock or to refund Indebtedness originally
      incurred for such purpose, in each case, in violation of Regulation T or U
      of
      the FRB. 

     

    Section
      7.11. Senior
      Secured Leverage Ratio. Permit
      the Senior Secured Leverage Ratio at any time during any period set forth below
      to be greater than the ratio set forth below opposite such period:

    


    
      	
              Period

            	 	
              Maximum
                Senior Secured Leverage Ratio

            
	
              April 1,
                2007 to September 30, 2007

            	 	
              7.50
                to 1.00

            
	
              October
                1, 2007 to September 30, 2008

            	 	
              6.25
                to 1.00

            
	
              October 1,
                2008 to September 30, 2009

            	 	
              5.75
                to 1.00

            
	
              October 1,
                2009 and thereafter

            	 	
              5.00
                to 1.00

            


    

    


    Section
      7.12. Capital
      Expenditures.
      Make any
      Capital Expenditures, other than (a) Permitted Acquisitions and
      (b) other Capital Expenditures made in the ordinary course of business that
      do not exceed (i) for the fiscal year ending September 30, 2007, $50,000,000
      in
      the aggregate, (ii) for the fiscal year ending September 30, 2008, $45,000,000
      in the aggregate, (iii) for the fiscal year ending September 30, 2009,
      $45,000,000 in the aggregate and (iv) for the fiscal year ending September
      30,
      2010 and for any fiscal year thereafter, $50,000,000 in the aggregate for any
      such fiscal year. The amount of any Capital Expenditures permitted to be made
      pursuant to clause (b) above in any fiscal year may, to the extent not expended
      in such fiscal year, be carried over for expenditure in the next two fiscal
      years, provided
      that (A)
      such Capital Expenditures made in any fiscal year shall be deemed to use, first,
      the amount permitted for such fiscal year and, second, the amount carried over
      from any prior year pursuant to this sentence and (B) at the time of making
      of
      any Capital Expenditure made in reliance on this sentence, no Event of Default
      shall have occurred or be continuing. 

     

    
      
        
        

      

      
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    Section
      7.13. Amendment
      of Certain Documents. a) Amend,
      supplement or otherwise modify any of its Organization Documents, except to
      the
      extent any of the foregoing could not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect. 

     

    (b) Amend,
      supplement or otherwise modify any Indenture or any other agreement, instrument
      or document governing any Material Indebtedness, except to the extent any of
      the
      foregoing is not adverse to the interests of the Lenders under the Loan
      Documents in any material respect and except in connection with any refinancing,
      refunding, renewal or extension of any Material Indebtedness permitted under
      Section 7.02(h).

     

    Section
      7.14. Accounting
      Changes.
      Make any
      change in (i) accounting policies or reporting practices, except as
      required or permitted by GAAP, or (ii) its fiscal year, except with the
      prior written approval of the Administrative Agent. 

     

    Section
      7.15. Prepayments,
      Etc. of Indebtedness.
      Pay or
      make, or agree to pay or make, directly or indirectly, any payment or other
      distribution (whether in cash, securities or other property) of or in respect
      of
      principal of or interest on any subordinated Indebtedness (including the
      Subordinated Notes), or any payment or other distribution (whether in cash,
      securities or other property), including any sinking fund or similar deposit,
      on
      account of the purchase, redemption, retirement, acquisition, cancellation
      or
      termination of any subordinated Indebtedness, except:

     

    (a) regularly
      scheduled or other mandatory interest and principal payments as and when due
      in
      respect of any such Indebtedness, other than any payments prohibited by the
      subordination provisions thereof;

     

    (b) refinancings
      of such Indebtedness to the extent permitted under Section 7.02;
      and

     

    (c) prepayment
      of Indebtedness of any Loan Party owed to any other Loan Party.

     

    Section
      7.16. Speculative
      Transactions.
      Enter
      into any Swap Contract, other than Swap Contracts entered into in the ordinary
      course of business to hedge or mitigate risks to which the Borrower or any
      Subsidiary is exposed in the conduct of its business or the management of its
      liabilities. 

     

    Section
      7.17. Senior
      Debt Status.
      Designate any Indebtedness (other than the Indebtedness under the Loan Documents
      or the Permitted ABL Facility) of the Borrower or any of its Subsidiaries as
      “Designated Senior Debt” under and as defined in any of the Indentures; or
      permit the aggregate LC Exposure at any time to exceed the aggregate amount
      of
      Indebtedness that could be incurred by the Borrower at such time under the
      covenants of the Indentures limiting Indebtedness (without reliance on any
      provision permitting the incurrence of Indebtedness based upon the satisfaction
      of any interest coverage or other financial ratio test). 

     

    
      
        
        

      

      
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    ARTICLE
      VIII

     

    EVENTS
      OF
      DEFAULT AND REMEDIES

     

    Section
      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 (i) to pay when due any amount of
      principal of any Loan or any reimbursement obligation in respect of any LC
      Disbursement, (ii) to pay within three days after the same becomes due, any
      interest on any Loan or on any LC Disbursement or any fee due hereunder or
      (iii)
      to pay within five days after the same becomes due any other amount payable
      hereunder or under any other Loan Document; 

     

    (b) Specific
      Covenants.
      The
      Borrower (i) fails to perform or observe any covenant or agreement
      contained in Section 6.03(a),
      6.06(a)
      (with
      respect to maintenance of existence of the Borrower to the extent required
      thereunder) or 6.11
      or in
Article
      VII
      or
      (ii) fails to perform or observe any covenant or agreement contained in
Section 6.01(a)
      or
(b)
      and such
      failure continues for 15 days; 

     

    (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 the date on which such Loan Party knew
      or
      should have known of such failure; 

     

    (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 required to be delivered in connection
      herewith or therewith, shall be incorrect or misleading in any material
      respect when
      made
      or deemed made;

     

    (e) Cross-Default.
      (i) Any
      Loan Party (A) fails to make any payment when due (whether by scheduled
      maturity, required prepayment, acceleration, demand or otherwise) in respect
      of
      any Material Indebtedness (other than Indebtedness hereunder) and such failure
      shall continue after the applicable grace period or (B) fails to observe or
      perform any other agreement or condition relating to any Material Indebtedness
      or contained in any instrument or agreement evidencing, securing or relating
      thereto, or any other event occurs, the effect of which failure or such other
      event is to cause, or to permit the holder or holders of Material Indebtedness
      to cause (after the applicable grace period, with the giving of notice if
      required), such Material 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 Material Indebtedness to
      be
      made, prior to its stated maturity; or (ii) there occurs under any Swap Contract
      an Early Termination Date (as defined in such Swap Contract) resulting from
      (A)
      any event of default under such Swap Contract as to which the Borrower or any
      Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B)
      any
      Termination Event (as so defined) under such Swap Contract as to which the
      Borrower or any Subsidiary is an Affected Party (as so defined) and, in either
      event, the Swap Termination Value owed by the Loan Party or such Subsidiary
      as a
      result thereof is greater than the Threshold Amount;

     

    
      
        
        

      

      
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    (f) Insolvency
      Proceedings, Etc.
      Any
      Loan Party or any of its Subsidiaries (other than any Dormant Subsidiary)
      institutes or consents to the institution of any proceeding under any Debtor
      Relief Law, or makes an assignment for the benefit of creditors; 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; 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
      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 days, or an order
      for relief is entered in any such proceeding; 

     

    (g) Inability
      to Pay Debts; Attachment.
      (i) Any
      Loan Party or any of its Subsidiaries (other than any Dormant Subsidiary)
      becomes unable or admits in writing its inability or fails generally to pay
      its
      debts as they become due or (ii) any writ or warrant of attachment or execution
      or similar process is issued or levied against all or any material part of
      the
      property of any such Person and is not released, vacated or fully bonded within
      30 days after its issue or levy;

     

    (h) Judgments.
      One or
      more judgments or orders for the payment of money in an aggregate amount in
      excess of the Threshold Amount (to the extent not covered by third-party
      insurance as to which the insurer has been notified of the potential claim
      and
      does not dispute coverage) is rendered against any Loan Party or any of its
      Subsidiaries and the same shall remain undischarged for a period of 45
      consecutive days during which execution shall not be effectively
      stayed;

     

    (i) ERISA.
      (i) An
      ERISA Event occurs with respect to a Foreign Plan, Pension Plan or Multiemployer
      Plan that 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, or similar liabilities of any Loan Party under a Foreign
      Plan,
      in each case where such liability could reasonably be expected to have,
      individually or in the aggregate, a Material Adverse Effect or (ii) the Borrower
      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, or a similar event occurs with respect to any
      Foreign Plan, in each case where such failure could reasonably be expected
      to
      have, individually or in the aggregate, a Material Adverse Effect; 

     

    (j) Invalidity
      of Loan Documents.
      Any
      material 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, including as a result of a transaction permitted under Section 7.04
      or
Section 7.05,
      or
      satisfaction in full of all the Obligations, ceases to be in full force and
      effect; or any Loan Party or any other Person 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
      provision of any Loan Document, or purports to revoke, terminate or rescind
      any
      provision of any Loan Document; 

     

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

     

    
      
        
        

      

      
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    (l) Senior
      Debt Status.
      The
      Obligations shall cease to be “Senior Debt” and “Designated Senior Debt” for
      purposes of any of the Indentures, or any Loan Party shall so assert in writing;
      or

     

    (m) Collateral
      Document.
      Any
      Collateral Document after delivery thereof pursuant to Section 4.01
      or
6.13
      shall
      for any reason (other than pursuant to the terms thereof, including as a result
      of a transaction permitted under Section 7.05)
      cease
      to create a valid and perfected Lien on and security interest in the Collateral
      purported to be covered thereby, or any Loan Party shall so assert in
      writing.

     

    Section
      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 be terminated, whereupon such Commitments
      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 LC Exposure in accordance with
Section 2.03(l);
      and


     

    (d) exercise
      on behalf of itself and the Lenders all rights and remedies available to it
      and
      the Lenders under the Loan Documents;

     

    provided,
      however,
      that
      upon the occurrence any Event of Default with respect to the Borrower described
      in Section 8.01(f),
      the
      Commitments 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 LC Exposure as aforesaid shall automatically become effective,
      in each case without further act of the Administrative Agent or any
      Lender.

     

    ARTICLE
      IX

     

    ADMINISTRATIVE
      AGENT

     

    Section
      9.01. Appointment
      of Agents.
      GSCP is
      hereby appointed as the Syndication Agent hereunder, and each Lender hereby
      authorizes GSCP to act as the Syndication Agent in accordance with the terms
      hereof and the other Loan Documents. GSCP is hereby appointed as the
      Administrative Agent and as the Collateral Agent hereunder and under the other
      Loan Documents, and each Lender hereby authorizes GSCP to act as the
      Administrative Agent and the Collateral Agent in accordance with the terms
      hereof and the other Loan Documents. Wachovia is hereby appointed as the Deposit
      Agent hereunder, and each Lender hereby authorizes Wachovia to act as the
      Deposit Agent in accordance with the terms hereof and of the other Loan
      Documents. Each Agent hereby agrees to act in its capacity as such upon the
      express conditions contained herein and the other Loan Documents, as applicable.
      The provisions of this Article
      IX
      are
      solely for the benefit of the Agents and the Lenders (and, in the case of
Section
      9.09,
      the
      Arrangers), and no Loan Party shall have any rights as a third party beneficiary
      of any of the provisions thereof. In performing its functions and duties
      hereunder, each Agent shall act solely as an agent of Lenders and does not
      assume and shall not be deemed to have assumed any obligation towards or
      relationship of agency or trust with or for the Borrower or any of its
      Subsidiaries. The Syndication Agent, without consent of or notice to any party
      hereto, may assign any and all of its rights or obligations hereunder to any
      of
      its Affiliates. As of the Closing Date, GSCP, in its capacity as the Syndication
      Agent, shall have no obligations, but shall be entitled to all benefits of
      this
Article
      IX. 

     

    
      
        
        

      

      
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    Section
      9.02. Powers
      and
      Duties.
      Each
      Lender irrevocably authorizes each Agent to take such action on such Lender’s
      behalf and to exercise such powers, rights and remedies hereunder and under
      the
      other Loan Documents as are specifically delegated or granted to such Agent
      by
      the terms hereof and thereof, together with such powers, rights and remedies
      as
      are reasonably incidental thereto. Each Agent shall have only those duties
      and
      responsibilities as are expressly specified herein and in the other Loan
      Documents. Each Agent may exercise such powers, rights and remedies and perform
      such duties by or through its agents or employees. No Agent shall have, by
      reason hereof or any of the other Loan Documents, a fiduciary relationship
      in
      respect of any Lender; and nothing herein or in any of the other Loan Documents,
      expressed or implied, is intended to or shall be so construed as to impose
      upon
      any Agent any obligations in respect hereof or any of the other Loan Documents
      except as expressly set forth herein or therein. 

     

    Section
      9.03. General
      Immunity.

     

    (a) No
      Responsibility for Certain Matters.
      No Agent
      shall be responsible to any Lender for the execution, effectiveness,
      genuineness, validity, enforceability, collectability or sufficiency hereof
      or
      of any other Loan Document or for any representations, warranties, recitals
      or
      statements made herein or therein or made in any written or oral statements
      or
      in any financial or other statements, instruments, reports or certificates
      or
      any other documents furnished or made by any Agent to the Lenders or by or
      on
      behalf of any Loan Party or any Lender to any Agent or any Lender in connection
      with the Loan Documents and the transactions contemplated thereby or for the
      financial condition or business affairs of any Loan Party or any other Person
      liable for the payment of any Obligations, nor shall any Agent be required
      to
      ascertain or inquire as to the performance or observance of any of the terms,
      conditions, provisions, covenants or agreements contained in any of the Loan
      Documents or as to the use of the proceeds of the Loans or as to the existence
      or possible existence of any Event of Default or Default or to make any
      disclosures with respect to the foregoing. Anything contained herein to the
      contrary notwithstanding, the Administrative Agent shall not have any liability
      arising from confirmations of the amount of outstanding Loans or the LC Exposure
      or the component amounts thereof.

     

    (b) Exculpatory
      Provisions.
      No Agent
      or any of its officers, partners, directors, employees or agents shall be liable
      to Lenders for any action taken or omitted by any Agent under or in connection
      with any of the Loan Documents, except to the extent caused by such Agent’s
      gross negligence or willful misconduct. Each Agent shall be entitled to refrain
      from any act or the taking of any action (including the failure to take an
      action) in connection herewith or any of the other Loan Documents or from the
      exercise of any power, discretion or authority vested in it hereunder or
      thereunder unless and until such Agent shall have received instructions in
      respect thereof from the Required Lenders (or such other Lenders as may be
      required to give such instructions under Section
      10.01)
      and,
      upon receipt of such instructions from the Required Lenders (or such other
      Lenders, as the case may be), such Agent shall be entitled to act or (where
      so
      instructed) refrain from acting, or to exercise such power, discretion or
      authority, in accordance with such instructions. Without prejudice to the
      generality of the foregoing, (i) each Agent shall be entitled to rely, and
      shall
      be fully protected in relying, upon any communication, instrument or document
      believed by it to be genuine and correct and to have been signed or sent by
      the
      proper Person or Persons and shall be entitled to rely and shall be protected
      in
      relying on opinions and judgments of attorneys (who may be attorneys for the
      Borrower and its Subsidiaries), accountants, experts and other professional
      advisors selected by it; and (ii) no Lender shall have any right of action
      whatsoever against any Agent as a result of such Agent acting or (where so
      instructed) refraining from acting hereunder or any of the other Loan Documents
      in accordance with the instructions of the Required Lenders (or such other
      Lenders as may be required to give such instructions under Section
      10.01).

     

    
      
        
        

      

      
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    (c) Delegation
      of Duties.
      Each
      Agent may perform any and all of its duties and exercise its rights and powers
      under this Agreement or under any other Loan Document by or through any one
      or
      more sub-agents appointed by such Agent. Each Agent and any such sub-agent
      may
      perform any and all of its duties and exercise its rights and powers by or
      through its Affiliates. The exculpatory, indemnification and other provisions
      of
      this Section
      9.03
      and of
Section
      9.06
      shall
      apply to the respective Affiliates of the Agents and shall apply to their
      respective activities in connection with the syndication of the Facilities
      as
      well as activities as an Agent. All of the rights, benefits, and privileges
      (including the exculpatory and indemnification provisions) of this Section
      9.03
      and of
Section
      9.06
      shall
      apply to any such sub-agent and to the Affiliates of any such sub-agent, and
      shall apply to their respective activities as sub-agent as if such sub-agent
      and
      Affiliates were named herein. Notwithstanding anything herein to the contrary,
      with respect to each sub-agent appointed by any Agent, (i) such sub-agent shall
      be a third party beneficiary under this Agreement with respect to all such
      rights, benefits and privileges (including exculpatory rights and rights to
      indemnification) and shall have all of the rights and benefits of a third party
      beneficiary, including an independent right of action to enforce such rights,
      benefits and privileges (including exculpatory rights and rights to
      indemnification) directly, without the consent or joinder of any other Person,
      against any or all of the Loan Parties and the Lenders, (ii) such rights,
      benefits and privileges (including exculpatory rights and rights to
      indemnification) shall not be modified or amended without the consent of such
      sub-agent, and (iii) such sub-agent shall only have obligations to the Agent
      that has appointed such sub-agent, and not to any Loan Party, any Lender or
      any
      other Person, and no Loan Party, Lender or any other Person shall have any
      rights, directly or indirectly, as a third party beneficiary or otherwise,
      against such sub-agent.

     

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

     

    
      
        
        

      

      
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    Section
      9.05. Lenders’
      Representations, Warranties and Acknowledgments.

     

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

     

    (b) Each
      Lender, by delivering its signature page to this Agreement and funding its
      Loans
      or making its LC Deposit on the Closing Date, or delivering its signature page
      to an Assignment and Acceptance, shall be deemed to have acknowledged receipt
      of, and consented to and approved, each Loan Document and each other document
      required to be approved by any Agent or Lenders, as applicable, on the Closing
      Date.

     

    Section
      9.06. Right
      to Indemnity.
      Each
      Lender, in proportion to its “pro rata share”, severally agrees to indemnify
      each Agent, to the extent that such Agent shall not have been reimbursed by
      any
      Loan Party, for and against any and all liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses (including
      counsel fees and disbursements) or disbursements of any kind or nature
      whatsoever which may be imposed on, incurred by or asserted against such Agent
      in exercising its powers, rights and remedies or performing its duties hereunder
      or under the other Loan Documents or otherwise in its capacity as such Agent
      in
      any way relating to or arising out of this Agreement or the other Loan
      Documents; provided,
      no
      Lender shall be liable for any portion of such liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      resulting from such Agent’s gross negligence or willful misconduct. If any
      indemnity furnished to any Agent for any purpose shall, in the opinion of such
      Agent, be insufficient or become impaired, such Agent may call for additional
      indemnity and cease, or not commence, to do the acts indemnified against until
      such additional indemnity is furnished; provided, in no event shall this
      sentence require any Lender to indemnify any Agent against any liability,
      obligation, loss, damage, penalty, action, judgment, suit, cost, expense or
      disbursement in excess of such Lender’s Applicable Percentage thereof; and
provided further,
      this
      sentence shall not be deemed to require any Lender to indemnify any Agent
      against any liability, obligation, loss, damage, penalty, action, judgment,
      suit, cost, expense or disbursement described in the proviso in the immediately
      preceding sentence. For purposes of this paragraph, “pro rata share” means the
      percentage obtained by dividing (a) an amount equal to the sum of the aggregate
      principal amount of Loans, LC Exposure and unused Commitment of a Lender by
      (b)
      an amount equal to the sum of the aggregate principal amount of Loans, LC
      Exposures and unused Commitments of all Lenders. 

     

    
      
        
        

      

      
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    Section
      9.07. Successor
      Agents.
      Each of
      the Administrative Agent and the Deposit Agent may resign at any time by giving
      30 days’ prior written notice thereof to the Lenders and the Borrower (and, in
      the case of the Deposit Agent, the Administrative Agent). The Administrative
      Agent may be removed at any time with or without cause by an instrument or
      concurrent instruments in writing delivered to the Borrower and the
      Administrative Agent and signed by the Required Lenders. The Deposit Agent
      may
      be removed at any time with or without cause by an instrument or concurrent
      instruments in writing delivered to the Borrower and the Deposit Agent and
      signed by the Required LC Lenders and the Administrative Agent. Upon any such
      notice of resignation or any such removal, (a) the Required Lenders shall
      have the right to appoint a successor Administrative Agent that shall have
      been
      approved by the Borrower (such approval not to be unreasonably withheld) and
      (b) the Required LC Lenders shall have the right to appoint a successor
      Deposit Agent that shall have been approved by the Borrower (such approval
      not
      to be unreasonably withheld). Upon the acceptance of any appointment as the
      Administrative Agent or as the Deposit Agent hereunder by a successor
      Administrative Agent or a successor Deposit Agent, such successor Administrative
      Agent or such successor Deposit Agent, as the case may be, shall thereupon
      succeed to and become vested with all the rights, powers, privileges and duties
      of the retiring or removed Agent, and the retiring or removed Agent shall
      promptly (i) transfer to such applicable successor Agent all sums and other
      items of Collateral held under the Collateral Documents and, in the case of
      a
      retiring or removed Deposit Agent, all sums in the LC Deposit Account, together
      with all records and other documents necessary or appropriate in connection
      with
      the performance of the duties of such successor Agent under the Loan Documents,
      and (ii) in the case of a retiring or removed Administrative Agent, execute
      and
      deliver to such successor Administrative Agent such amendments to financing
      statements, and take such other actions, as may be necessary or appropriate
      in
      connection with the assignment to such successor Administrative Agent of the
      security interests created under the Collateral Documents, whereupon such
      retiring or removed Administrative Agent shall be discharged from its duties
      and
      obligations hereunder. Any resignation or removal of GSCP or its successor
      as
      the Administrative Agent pursuant to this Section
      9.07
      shall
      also constitute the resignation or removal of GSCP or its successor as the
      Collateral Agent. After any retiring or removed Agent’s resignation or removal
      hereunder as an Agent, the provisions of this Article
      IX
      shall
      inure to its benefit as to any actions taken or omitted to be taken by it while
      it was such Agent hereunder. Any successor Administrative Agent appointed
      pursuant to this Section
      9.07
      shall,
      upon its acceptance of such appointment, become the successor Collateral Agent
      for all purposes hereof. 

     

    Section
      9.08. Collateral
      Documents.

     

    (a) Concerning
      Collateral Agent.
      Each
      Secured Party hereby further authorizes the Collateral Agent, on behalf of
      and
      for the benefit of Secured Parties, to be the agent for and representative
      of
      the Secured Parties with respect to the Collateral and the Collateral Documents;
      provided
      that the
      Collateral Agent shall owe no fiduciary duty, duty of loyalty, duty of care,
      duty of disclosure or any other obligation whatsoever to any holder of
      Obligations with respect to any Swap Contract. Subject to Section
      10.01,
      without
      further written consent or authorization from any Secured Party, the Collateral
      Agent may execute any documents or instruments necessary to (i) in connection
      with a Disposition of assets permitted by this Agreement, release any Lien
      encumbering any item of Collateral that is the subject of such Disposition
      or to
      which Required Lenders (or such other Lenders as may be required to give such
      consent under Section
      10.01)
      have
      otherwise consented or (ii) release any Subsidiary Loan Party from its
      obligations under the Guarantee and Collateral Agreement or any other Collateral
      Document in connection with a Disposition (including by merger or consolidation)
      of all of the Equity Interests of any Subsidiary Loan Party in accordance with
      the terms hereof or any other transaction with respect to which the Required
      Lenders (or such other Lenders as may be required to give such consent under
      Section
      10.01)
      have
      otherwise consented.

     

    
      
        
        

      

      
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    (b) Right
      to Realize on Collateral and Enforce Guaranty.
      Anything
      contained in any of the Loan Documents to the contrary notwithstanding, the
      Borrower, the Administrative Agent, the Collateral Agent and each other Secured
      Party hereby agree that (i) no Secured Party shall have any right individually
      to realize upon any of the Collateral or to enforce any Guarantee of the
      Obligations, it being understood and agreed that all powers, rights and remedies
      hereunder may be exercised solely by the Administrative Agent, on behalf of
      the
      Secured Parties, in accordance with the terms hereof and all powers, rights
      and
      remedies under the Collateral Documents may be exercised solely by the
      Collateral Agent, on behalf of the Secured Parties, and (ii) in the event of
      a
      foreclosure by the Collateral Agent on any of the Collateral pursuant to a
      public or private sale or other disposition, the Collateral Agent or any Lender
      may be the purchaser or licensor of any or all of such Collateral at any such
      sale or other disposition, and the Collateral Agent, as agent for and
      representative of the Secured Parties (but not any Lender or Lenders in its
      or
      their respective individual capacities unless Required Lenders shall otherwise
      agree in writing) shall be entitled, for the purpose of bidding and making
      settlement or payment of the purchase price for all or any portion of the
      Collateral sold at any such public sale, to use and apply any of the Obligations
      as a credit on account of the purchase price for any collateral payable by
      the
      Collateral Agent at such sale or other disposition. Each Secured Party, whether
      or not a party hereto, will be deemed, by its acceptance of the benefits of
      the
      Collateral and of the Guarantees of the Obligations provided under the Loan
      Documents, to have agreed to the foregoing provisions.

     

    Section
      9.09. No
      Arranger Duties.
      Anything
      herein to the contrary notwithstanding, no Arranger shall have any duties or
      responsibilities under this Agreement or any of the other Loan Documents solely
      in its capacity as an Arranger.

     

    ARTICLE
      X

     

    MISCELLANEOUS

     

    Section
      10.01. Amendments,
      Waivers, Etc.
      No
      amendment or waiver of any provision of this Agreement or of 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, in the case of any Loan Document other than this
      Agreement, the applicable Loan Party or Loan Parties 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 it is given;
provided,
      however,
      that,
      subject to Section
      10.16,
      no such
      amendment, waiver or consent shall:

     

    (a) extend
      or
      increase any Commitment of any Lender without the written consent of such Lender
      (it being understood that a waiver of any condition or precedent set forth
      in
Article IV,
      or
      waiver of any Default or Event of Default, mandatory prepayment or mandatory
      reduction of the Commitments, shall not constitute an extension or increase
      of
      any commitment of any Lender);

     

    
      
        
        

      

      
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    (b) postpone
      the maturity of any Loan, any date fixed for any scheduled payment of principal
      amount of any Loan under Section
      2.06,
      any
      date fixed for repayment of any LC Deposit or a portion thereof to any LC Lender
      under Section
      2.03(o),
      the
      required date of reimbursement of any LC Disbursement or any date for payment
      of
      interest or fees (including the LC Deposit Return and the LC Lender Fees)
      payable hereunder, or forgive, waive or excuse any such payment, repayment
      or
      reimbursement or any amount thereof, in each case without the written consent
      of
      each Lender directly affected thereby (it being understood that a waiver of
      any
      Default or Event Default, or a waiver of any mandatory prepayment of the Term
      Loans, shall not constitute a postponement of any date fixed for the payment
      of
      principal or interest); 

     

    (c) reduce
      the principal amount of, or the rate of interest specified herein on, any Loan
      or LC Disbursement, or reduce any LC Lender Fees or any other fees or premiums
      payable hereunder or the rate of the LC Deposit Return on any LC Deposit, in
      each case without the written consent of each Lender directly affected thereby;
      provided,
      however,
      that
      only the consent of the Required Lenders shall be necessary to amend the
      definition of “Default Rate” or to waive any obligation of the Borrower to pay
      interest or LC Lender Fees at the Default Rate;

     

    (d) change
      Section
      2.11(f)
      or
2.12
      in a
      manner that would alter the pro rata sharing of payments required thereby
      without the prior written consent of each Lender;

     

    (e) change
      any provision of this Section 10.01
      or the
      percentage set forth in the definition of the term Required Lenders or any
      other
      provision hereof or of any other Loan Document specifying the number or
      percentage of Lenders (or Lenders of any Class) required to amend, waive or
      otherwise modify any rights thereunder or make any determination or grant any
      consent thereunder, without the written consent of each Lender (or each Lender
      of such Class, as the case may be); 

     

    (f) release
      all or substantially all the Collateral from the Liens of the Collateral
      Documents in any transaction or series of related transactions, without the
      written consent of each Lender (it being understood that a transaction permitted
      under Section 7.05
      shall
      not be deemed to constitute a release of all or substantially all of the
      Collateral from the Liens of the Collateral Documents);

     

    (g) release
      all or substantially all of the Subsidiary Loan Parties from their Guarantees
      under the Guarantee and Collateral Agreement (except as expressly provided
      in
Section 9.08)
      or
      limit their liability in respect of such Guarantees, without the written consent
      of each Lender (it being understood that a transaction permitted under
Section
      7.05
      shall
      not be deemed to constitute a release of all or substantially all of the
      Guarantees under the Guarantee and Collateral Agreement); and

     

    
      
        
        

      

      
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    (h) change
      any provisions of this Agreement or any other Loan Document in a manner that
      by
      its terms adversely affects the rights in respect of collateral or payments
      due
      to Lenders of one Class differently than Lenders of any other Class without
      the
      written consent of (i) if such adversely affected Lenders are Dollar Term B
      Lenders, the Required Dollar Term B Lenders, (ii) if such adversely affected
      Lenders are Dollar Term B II Lenders, the Required Dollar Term B II Lenders,
      (iii) if such adversely affected Lenders are Euro Term Lenders, the Required
      Euro Term Lenders and (iv) if such adversely affected Lenders are LC Lenders,
      the Required LC Lenders;

     

    and
      provided further
      that,
      subject to Section
      10.16,
      (i) no
      amendment, waiver or consent shall, unless in writing and signed by an LC Issuer
      in addition to the Lenders required above, affect the rights or duties of such
      LC Issuer under this Agreement or any other Loan Document; (ii) no amendment,
      waiver or consent shall, unless in writing and signed by the Administrative
      Agent, the Collateral Agent, the Deposit Agent or the Syndication Agent in
      addition to the Lenders required above, affect the rights or duties of the
      Administrative Agent, the Collateral Agent, the Deposit Agent or the Syndication
      Agent, as the case may be, under this Agreement or any other Loan Document;
      and
      (iii) any amendment or waiver of, or consent to any departure from, this
      Agreement or any other Loan Document that by its terms affects the rights or
      duties thereunder of (A) Lenders of one Class but not Lenders of any other
      Class, (B) Term Lenders but not the LC Lenders or (C) LC Lenders but not the
      Term Lenders, may be effected by an agreement or agreements in writing signed
      by
      (x) the requisite percentage in interest of Lenders of the affected Class or
      Classes that would be required under this Section
      10.01
      to
      consent thereto if such Class or Classes of Lenders were the only Class of
      Lenders hereunder at the time and (y) the Borrower or, in the case of any Loan
      Document other than this Agreement, the applicable Loan Party or Loan Parties,
      and acknowledged by the Administrative Agent. Notwithstanding the foregoing,
      Section
      2.03
      may be
      amended by the Company, the Administrative Agent and the Deposit Agent or any
      LC
      Issuer, as the case may be, and without the consent of any Lender, to modify
      provisions relating to the LC Deposits or the issuance and administration of
      Letters of Credit issued by such LC Issuer as necessary to conform to the
      systems, procedures and policies of the Deposit Agent or such LC Issuer;
provided,
      that no
      such amendment shall reduce or postpone the payment of any reimbursement, fee
      or
      other amount due to any LC Lender hereunder.

     

    In
      the
      event that (a) the Borrower or the Administrative Agent has requested the
      Lenders to consent to a departure from or waiver of any provision of any Loan
      Document or to agree to any amendment thereof, (b) the consent, waiver or
      amendment in question requires under this Section
      10.01
      the
      agreement of all affected Lenders or all Lenders of a certain Class and (c)
      the
      Required Lenders (or, in the case of a required agreement of all Lenders of
      a
      certain Class, the Required Dollar Term Lenders, the Required Euro Term Lenders
      or the Required LC Lenders, as applicable) have agreed to such consent, waiver
      or amendment, then any Lender that does not agree to such consent, waiver or
      amendment shall be deemed to be a “Non-Consenting
      Lender.”
The
      Borrower shall be entitled to replace any Non-Consenting Lender in accordance
      with the provisions of Section 10.12.

     

    
      
        
        

      

      
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        Section
          10.02. Notices
          and Other Communications; Facsimile Copies.

      

    

     

    (a) Notices
      Generally.
      Except
      in the case of notices and other communications expressly permitted to be given
      by telephone (and except as provided in Section
      10.02(b)),
      all
      notices and other communications provided for herein shall be in writing and
      shall be delivered by hand or overnight courier service, mailed by certified
      or
      registered mail, electronic mail or sent by facsimile as follows, 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, any Agent or any LC Issuer, to the address, facsimile number,
      electronic mail address or telephone number specified for such Person on
Schedule 10.02;
      and


     

    (ii) if
      to any
      other Lender, to the address, facsimile number, electronic mail address or
      telephone number specified in its Administrative Questionnaire.

     

    Notices
      sent by hand or overnight courier service shall be deemed to have been given
      when received; notices mailed by certified or registered mail shall be deemed
      to
      have been given four Business Days after deposit in the mails postage
      prepaid; and 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); provided,
      that no
      notice to any Agent shall be effective until received by such Agent;
provided further,
      that
      any such notice or other communication shall at the request of any Agent be
      provided to any sub-agent appointed by it pursuant to Section 9.03(c) hereto,
      as
      designated by such Agent from time to time. Notices delivered through electronic
      communications to the extent provided in Section
      10.02(b)
      shall be
      effective as provided in such Section.

     

    (b) Electronic
      Communications.
      Notices, communications, information, documents and other materials delivered
      or
      furnished to the Lenders and the LC Issuers hereunder may be delivered or
      furnished by electronic communication (including e-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 or any LC Issuer pursuant
      to
Article
      II
      if such
      Lender or such LC Issuer, as applicable, 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 each of them hereunder
      by
      electronic communications pursuant to procedures approved by it, provided
      that
      approval of such procedures may be limited to particular notices or
      communications.

     

    Unless
      the Administrative Agent otherwise prescribes, (i) notices and other
      communications sent to an e-mail address shall be deemed received upon the
      sender’s receipt of an acknowledgement from the intended recipient (such as by
      the “return receipt requested” function, as available, return e-mail or other
      written acknowledgement), provided
      that if
      such notice or other communication is not sent during the normal business hours
      of the recipient, such notice or communication shall be deemed to have been
      sent
      at the opening of business on the next business day for the recipient, and
      (ii) notices or communications posted to an Internet or intranet website
      shall be deemed received upon the deemed receipt by the intended recipient
      at
      its e-mail address as described in the foregoing clause (i) of notification
      that such notice or communication is available and identifying the website
      address therefor.

     

    
      
        
        

      

      
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    (c) The
      Platform.
      The
      Platform and any Approved Electronic Communications are provided “as is” and “as
      available”. None of the Agents or any of their respective officers, directors,
      employees, agents, advisors or representatives (the “Agent
      Affiliates”)
      warrant the accuracy, adequacy or completeness of the Approved Electronic
      Communications or the Platform, and each of the Agents expressly disclaims
      liability for errors or omissions in the Platform and the Approved Electronic
      Communications. No warranty of any kind, express, implied or statutory,
      including any warranty of merchantability, fitness for a particular purpose,
      non-infringement of third party rights or freedom from viruses or other code
      defects is made by any Agent or any Agent Affiliates in connection with the
      Platform or the Approved Electronic Communications. Each of the Loan Parties
      understands that the distribution of material through an electronic medium
      is
      not necessarily secure and that there are confidentiality and other risks
      associated with such distribution, and agrees and assumes the risks associated
      with such electronic distribution, except to the extent caused by the willful
      misconduct or gross negligence of the Administrative Agent. Each of the Loan
      Parties, the Lenders, the LC Issuers and the other Agents agree that the
      Administrative Agent may, but shall not be obligated to, store any Approved
      Electronic Communications on the Platform in accordance with the Administrative
      Agent’s customary document retention procedures and policies.

     

    (d) Change
      of Address, Etc.
      Each of
      the Borrower, any Agent or any LC Issuer may change its address, facsimile
      number, electronic mail address or telephone number for notices and other
      communications hereunder by notice to the other parties hereto. Each Lender
      may
      change its address, facsimile number, electronic mail address or telephone
      number for notices and other communications hereunder by notice to the Borrower,
      the Administrative Agent and, in the case of the LC Lenders, each LC Issuer.
      In
      addition, each Lender agrees to notify the Administrative Agent from time to
      time to ensure that the Administrative Agent has on record (i) an effective
      address, contact name, telephone number, facsimile number and electronic mail
      address to which notices and other communications may be sent and
      (ii) accurate wire instructions for such Lender.

     

    (e) Reliance
      by Administrative Agent, LC Issuers and Lenders. The
      Agents, the LC Issuers and the Lenders shall be entitled to rely and act upon
      any notices (including telephonic Committed Loan Notices) purportedly given
      by
      or on behalf of an authorized representative 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,
      each LC Issuer, each Lender and the Related Parties of each of the foregoing
      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,
      other than losses, costs, expenses and liabilities resulting from the gross
      negligence or willful misconduct of such Person. All telephonic notices to
      and
      other telephonic communications with the Administrative Agent may be recorded
      by
      the Administrative Agent, and each of the parties hereto hereby consents to
      such
      recording.

     

    Section
      10.03. No
      Waiver; Cumulative Remedies.
      No
      failure by any Lender, any LC Issuer or any Agent to exercise, and no delay
      by
      any such Person in exercising, any right, remedy, power or privilege hereunder
      or under 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 or thereunder preclude any other or further exercise thereof or the
      exercise of any other right, remedy, power or privilege. The rights, remedies,
      powers and privileges provided hereunder and under each other Loan Document
      are
      cumulative and not exclusive of any rights, remedies, powers and privileges
      provided by Law or otherwise. 

     

    
      
        
        

      

      
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    Section
      10.04. Expenses;
      Indemnity; Damage Waiver.

     

    (a) Costs
      and Expenses.
      Whether
      or not the transactions contemplated hereby shall be consummated, the Borrower
      agrees to pay promptly (i) all the actual and reasonable costs and expenses
      of
      preparation of the Loan Documents and any consents, amendments, waivers or
      other
      modifications thereto; (ii) all the costs of furnishing all opinions by counsel
      for the Borrower and the other Loan Parties; (iii) the reasonable fees, expenses
      and disbursements of counsel to the Agents and to either Arranger in connection
      with the negotiation, preparation, execution and administration of the Loan
      Documents and any consents, amendments, waivers or other modifications thereto
      and any other documents or matters requested by the Borrower; (iv) all the
      actual costs and reasonable expenses of creating, perfecting and recording
      Liens
      in favor of the Collateral Agent, for the benefit of the Secured Parties,
      including filing and recording fees, expenses and taxes, stamp or documentary
      taxes, search fees, title insurance premiums and reasonable fees, expenses
      and
      disbursements of counsel to any Agent and of counsel providing any opinions
      that
      any Agent or Required Lenders may request in respect of the Collateral or the
      Liens created pursuant to the Collateral Documents; (v) all the actual costs
      and
      reasonable fees, expenses and disbursements of any auditors, accountants,
      consultants or appraisers; (vi) all the actual costs and reasonable expenses
      (including the reasonable fees, expenses and disbursements of any appraisers,
      consultants, advisors and agents employed or retained by the Collateral Agent
      and its counsel) in connection with the custody or preservation of any of the
      Collateral; (vii) all other actual and reasonable costs and expenses incurred
      by
      any Agent or any Arranger in connection with the syndication of the Loans and
      Commitments and the negotiation, preparation and execution of the Loan Documents
      and any consents, amendments, waivers or other modifications thereto and the
      transactions contemplated thereby; and (viii) after the occurrence of a Default
      or an Event of Default, all costs and expenses, including reasonable attorneys’
fees (including allocated actual costs of internal counsel) and costs of
      settlement, incurred by any Agent, Lenders and LC Issuers in enforcing any
      Obligations of or in collecting any payments due from any Loan Party hereunder
      or under the other Loan Documents by reason of such Default or Event of Default
      (including in connection with the sale, lease or license of, collection from,
      or
      other realization upon any of the Collateral or the enforcement of any Guarantee
      of the Obligations) or in connection with any refinancing or restructuring
      of
      the credit arrangements provided hereunder in the nature of a “work-out” or
      pursuant to any insolvency or bankruptcy cases or proceedings.

     

    (b) Indemnification
      by the Borrower.
      In
      addition to the payment of expenses pursuant to Section
      10.04(a),
      whether
      or not the transactions contemplated hereby shall be consummated, the Borrower
      agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay
      and hold harmless, each Agent, each Lender and each LC Issuer, and the officers,
      partners, members, directors, trustees, advisors, employees, agents, sub-agents
      and Affiliates of any of the foregoing (each, an “Indemnitee”),
      from
      and against any and all Indemnified Liabilities; provided
      that the
      Borrower shall have no obligation to any Indemnitee hereunder with respect
      to
      any Indemnified Liabilities to the extent such Indemnified Liabilities arise
      from the gross negligence or willful misconduct of such Indemnitee. To the
      extent that the undertakings to defend, indemnify, pay and hold harmless set
      forth in this Section
      10.04(b)
      may be
      unenforceable in whole or in part because they violate any Law or public policy,
      the Borrower shall contribute the maximum portion that it is permitted to pay
      and satisfy under applicable Law to the payment and satisfaction of all
      Indemnified Liabilities incurred by Indemnitees or any of them.

     

    
      
        
        

      

      
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    (c) Waiver
      of Consequential Damages, Etc.
      To the
      extent permitted by applicable Law, the Borrower shall not assert, and hereby
      waives, any claim against each Lender, each Agent and their respective
      Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory
      of liability, for special, indirect, consequential or punitive damages (as
      opposed to direct or actual damages) (whether or not the claim therefor is
      based
      on contract, tort or duty imposed by any applicable legal requirement) arising
      out of, in connection with, arising out of, as a result of, or in any way
      related to, this Agreement or any Loan Document or any agreement or instrument
      contemplated hereby or thereby or referred to herein or therein, the
      transactions contemplated hereby or thereby, any Loan or the use of the proceeds
      thereof or any act or omission or event occurring in connection therewith,
      and
      the Borrower hereby waives, releases and agrees not to sue upon any such claim
      or any such damages, whether or not accrued and whether or not known or
      suspected to exist in its favor.

     

    (d) Payments.
      All
      amounts due under this Section
      10.04
      shall be
      payable not later than ten Business Days after demand therefor.

     

    (e) Survival.
      The
      agreements in this Section
      10.04
      shall
      survive the resignation or removal of any Agent, the replacement of any Lender,
      the termination of the Commitments and the repayment, satisfaction or discharge
      of all the other Obligations. 

     

    Section
      10.05. Payments
      Set Aside.
      To the
      extent that any payment by or on behalf of the Borrower is made to the
      Administrative Agent, any LC Issuer or any Lender, or the Administrative Agent,
      any LC Issuer 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 the Administrative Agent, such LC
      Issuer 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 and each LC Issuer severally agrees to pay
      to
      the Administrative Agent upon demand its applicable share (without duplication)
      of any amount so recovered from or repaid by the Administrative 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.
      The obligations of the Lenders and the LC Issuers under clause (b) of the
      preceding sentence shall survive the payment in full of the Obligations and
      the
      termination of this Agreement. 

     

    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

       

      
        Section
          10.06. Successors
          and Assigns.

      

    

     

    (a) Generally.
      This
      Agreement shall be binding upon the parties hereto and their respective
      successors and assigns and shall inure to the benefit of the parties hereto
      and
      the successors and assigns of Lenders and the Agents. No rights or obligations
      of the Borrower hereunder nor any interest therein may be assigned or delegated
      by the Borrower without the prior written consent of each Lender. Nothing in
      this Agreement, expressed or implied, shall be construed to confer upon any
      Person (other than the parties hereto, their respective successors and assigns
      permitted hereby and, to the extent expressly contemplated hereby, Affiliates
      of
      each of the Agents and Lenders) any legal or equitable right, remedy or claim
      under or by reason of this Agreement

     

    (b) Register.
      The
      Administrative Agent (or its agent or sub-agent appointed by it) shall maintain
      at the Administrative Agent’s Office a register for the recordation of the names
      and addresses of Lenders and the Commitments, Loans, LC Deposit and Sub-Account
      of each Lender from time to time (the “Register”).
      The
      Register shall be available for inspection by the Borrower or any Lender (with
      respect to any entry relating to such Lender’s Commitments, Loans, LC Deposit or
      Sub-Account) at any reasonable time and from time to time upon reasonable prior
      notice. The Administrative Agent shall record, or shall cause to be recorded,
      in
      the Register the Commitments, Loans, LC Deposits and Sub-Accounts in accordance
      with the provisions of this Section
      10.06,
      and
      each repayment or prepayment in respect of the principal amount of the Loans
      and
      any repayment to the LC Lenders of its LC Deposit or any portion thereof, and
      any such recordation shall be conclusive and binding on the Borrower and each
      Lender, absent manifest error; provided
      that
      failure to make any such recordation, or any error in such recordation, shall
      not affect any Lender’s Commitments or the Borrower’s obligations hereunder. The
      Borrower hereby designates GSCP to serve as the Borrower’s agent solely for
      purposes of maintaining the Register as provided in this Section
      10.06(b),
      and the
      Borrower hereby agrees that, to the extent GSCP serves in such capacity, GSCP
      and its officers, directors, employees, agents, sub-agents and Affiliates shall
      constitute “Indemnitees.”

     

    (c) 
      The
      Borrower, the Agents and the Lenders shall deem and treat the Persons listed
      as
      Lenders in the Register as the holders and owners of the corresponding
      Commitments, Loans and LC Deposits listed therein for all purposes hereof,
      and
      no assignment or transfer of any such Commitment, Loan or LC Deposit shall
      be
      effective, in each case, unless and until recorded in the Register following
      receipt of an Assignment and Assumption effecting the assignment thereof,
      together with the required forms and certificates regarding tax matters and
      any
      fees payable in connection with such assignment, in each case, as provided
      in
Section 10.06(e).
      Each
      assignment shall be recorded in the Register on the Business Day the Assignment
      and Assumption is received by the Administrative Agent, if received by 12:00
      p.m., and on the following Business Day if received after such time, prompt
      notice thereof shall be provided to the Borrower and a copy of such Assignment
      and Assumption shall be maintained, as applicable. The date of such recordation
      of an assignment shall be referred to herein as the “Assignment
      Effective Date”.
      Any
      request, authority or consent of any Person who, at the time of making such
      request or giving such authority or consent, is listed in the Register as a
      Lender shall be conclusive and binding on any subsequent holder, assignee or
      transferee of the corresponding Commitments, Loans or LC Deposits.

     

    (d) Right
      to Assign.
      Each
      Lender shall have the right at any time to assign all or a portion of its rights
      and obligations under this Agreement, including all or a portion of its
      Commitments, Loans and LC Deposit or of any other Obligations (provided,
      however,
      that
      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,
      except that this proviso shall not be construed to prohibit the assignment
      of a
      proportionate part of all the assigning Lender’s rights and obligations in
      respect of one Class of Commitments or Loans):

     

    (i)
      to
      any Person meeting the criteria of clause (a) of the definition of the term
      Eligible Assignee upon the giving of notice to the Borrower and the
      Administrative Agent; and

     

    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

    

     

    (ii)
      to
      any
      Person meeting the criteria of clause (b) of the definition of the term Eligible
      Assignee upon the giving of notice to the Borrower and the Administrative Agent;
      provided,
      further
      each such assignment pursuant to this Section
      10.06(d)(ii)
      shall be
      in an aggregate amount of not less than $1,000,000, or such lesser amount as
      may
      be agreed to by the Borrower and the Administrative Agent or as shall constitute
      the aggregate amount of the Dollar Term B Loans, the Dollar Term B II Loans
      or
      the Euro Term Loans, or the LC Deposit, of the assigning Lender.

     

    (e) Mechanics.
      Assignments and assumptions of Loans, Commitments and LC Deposits shall be
      effected by manual execution and delivery to the Administrative Agent of an
      Assignment and Assumption. Assignments made pursuant to the foregoing provision
      shall be effective as of the Assignment Effective Date. In connection with
      all
      assignments there shall be delivered to the Administrative Agent such forms,
      certificates or other evidence, if any, with respect to United States federal
      income tax withholding matters as the assignee under such Assignment and
      Assumption may be required to deliver pursuant to Section
      3.01(f),
      together
      with payment to the Administrative Agent of a registration and processing fee
      of
      $3,500 (except that no such registration and processing fee shall be payable
      (i)
      in connection with an assignment by or to GSCP or any Affiliate thereof or
      (ii)
      in the case of an Assignee that is already a Lender or is an Affiliate or
      Related Fund of a Lender or a Person under common management with a
      Lender).
      In
      connection with each assignment of an LC Commitment or an LC Deposit, the LC
      Deposit of the assignor LC Lender shall not be released, but shall instead
      be
      purchased by the relevant assignee and continue to be held for application
      (to
      the extent not already applied) in accordance with Article
      II
      to
      satisfy such assignee’s obligations in respect of its LC Exposure. Each LC
      Lender agrees that on the Assignment Effective Date for any such assignment
      (i)
      the Administrative Agent shall establish a new Sub-Account in the name of the
      assignee, (ii) a corresponding portion of the LC Deposit credited to the
      Sub-Account of the assignor LC Lender shall be purchased by the assignee and
      shall be transferred from the Sub-Account of the assignor to the Sub-Account
      of
      the assignee and (iii) if after giving effect to such assignment the LC Deposit
      of the assignor LC Lender shall be zero, the Administrative Agent shall close
      the Sub-Account of such assignor.

     

    (f) Representations
      and Warranties of Assignee.
      Each
      Lender, upon execution and delivery hereof or upon succeeding to an interest
      in
      the Commitments, Loans or LC Deposits, as the case may be, represents and
      warrants as of the Closing Date or as of the Assignment Effective Date that
      (i)
      it is an Eligible Assignee; (ii) it has experience and expertise in the making
      of or investing in commitments or loans such as the applicable Commitments
      or
      Loans, as the case may be; and (iii) it will make or invest in, as the case
      may
      be, its Commitments or Loans for its own account in the ordinary course and
      without a view to distribution of such Commitments or Loans within the meaning
      of the Securities Laws (it being understood that, subject to the provisions
      of
      this Section
      10.06,
      the
      disposition of such Commitments or Loans or any interests therein shall at
      all
      times remain within its exclusive control).

     

    
      
        
        

      

      
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    (g) Effect
      of Assignment.
      Subject
      to the terms and conditions of this Section
      10.06,
      as of
      the Assignment Effective Date with respect to any Assignment and Assumption,
      (i)
      the assignee thereunder shall have the rights and obligations of a Lender
      hereunder to the extent of its interest in the Loans, Commitments and LC Deposit
      as reflected in the Register and shall thereafter be a party hereto and a Lender
      for all purposes hereof; (ii) the assigning Lender thereunder shall, to the
      extent that rights and obligations hereunder have been assigned to the assignee,
      relinquish its rights (other than any rights which expressly survive the
      termination hereof) and be released from its obligations hereunder (and, in
      the
      case of an assignment covering all or the remaining portion of an assigning
      Lender’s rights and obligations hereunder, such Lender shall cease to be a party
      hereto on the Assignment Effective Date; provided,
      anything contained in any of the Loan Documents to the contrary notwithstanding,
      (A) an LC Issuer shall continue to have all rights and obligations thereof
      with
      respect to Letters of Credit issued by it hereunder until the cancellation
      or
      expiration of such Letters of Credit and the reimbursement of any amounts drawn
      thereunder and (B) such assigning Lender shall continue to be entitled to the
      benefit of all indemnities hereunder as specified herein with respect to matters
      arising out of the prior involvement of such assigning Lender as a Lender
      hereunder); and (iii) the Commitments and Applicable Percentages shall be
      modified to reflect such assignment.

     

    (h) Participations.
      

     

    (i) Each
      Lender shall have the right at any time to sell one or more participations
      to
      any Person (other than the Borrower, any of its Subsidiaries or any of its
      other
      Affiliates) in all or any part of its Commitments, Loans or other
      Obligations.

     

    (ii) 
      The
      holder of any such participation, other than an Affiliate of the Lender granting
      such participation, shall not be entitled to require such Lender to take or
      omit
      to take any action hereunder, except with respect to any amendment, waiver
      or
      consent described in the first proviso to Section
      10.01
      that
      affects such participant.

     

    (iii) 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
      10.06(d);
      provided
      that (A)
      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 and (B) 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
      3.01
      as
      though it were a Lender; provided further
      that,
      except as specifically set forth in clauses (A) and (B) of this sentence,
      nothing herein shall require any notice to the Borrower or any other Person
      in
      connection with the sale of any participation. To the extent permitted by Law,
      each participant also shall be entitled to the benefits of Section 10.08
      as
      though it were a Lender, provided
      (1) such
      Participant agrees to be subject to Section
      2.12
      as
      though it were a Lender and (2) the Borrower is notified of the participation
      sold to such participant.

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

     

    (i) Certain
      Other Assignments and Participations.
      In
      addition to any other assignment or participation permitted pursuant to this
      Section
      10.06,
      any
      Lender may assign and/or pledge all or any portion of its Loans and the other
      Obligations owed to such Lender, if any, to secure obligations of such Lender,
      including to any Federal Reserve Bank as collateral security pursuant to
      Regulation A of the FRB and any operating circular issued by such Federal
      Reserve Bank; provided,
      that no
      Lender, as between the Borrower and such Lender, shall be relieved of any of
      its
      obligations hereunder as a result of any such assignment and pledge; and
provided further,
      that in
      no event shall the applicable Federal Reserve Bank, pledgee or trustee be
      considered to be a “Lender” or be entitled to require the assigning Lender to
      take or omit to take any action hereunder.

     

    Section
      10.07. Confidentiality.
      Each
      Agent, each Lender and each LC Issuer shall hold all non-public information
      regarding the Borrower and its Subsidiaries and their businesses identified
      as
      such by the Borrower and obtained by such Agent, Lender or LC Issuer pursuant
      to
      the requirements hereof in accordance with such Agent’s, Lender’s or LC Issuer’s
      customary procedures for handling confidential and non-public information of
      such nature, it being understood and agreed by the Borrower that, in any event,
      the Agents, the Lenders and the LC Issuers may make (a) disclosures of such
      information to their respective Affiliates and to their respective agents and
      advisors (and to other Persons authorized by such Agent, such Lender or such
      LC
      Issuer to organize, present or disseminate such information in connection with
      disclosures otherwise made in accordance with this Section
      10.07),
      (b)
      disclosures of such information reasonably required by any bona fide or
      potential assignee, transferee or participant in connection with the
      contemplated assignment, transfer or participation of any Commitments or Loans
      or any participations therein or by any direct or indirect contractual
      counterparties (or the professional advisors thereto) to any swap or derivative
      transaction relating to the Borrower and its obligations (provided
      that
      such assignees, transferees, participants, counterparties and advisors are
      advised of and agree to be bound by either the provisions of this Section
      10.07
      or other
      provisions at least as restrictive as this Section
      10.07)),
      (c)
      disclosure to any rating agency when required by it, provided
      that,
      prior to any disclosure, such rating agency shall undertake in writing to
      preserve the confidentiality of any confidential and non-public information
      relating to the Loan Parties received by it from any of the Agents or any Lender
      and (d) disclosures required or requested by any governmental agency or
      representative thereof or by the NAIC or pursuant to legal or judicial process;
      provided,
      unless
      specifically prohibited by applicable Law, each Agent, each Lender and each
      LC
      Issuer shall make reasonable efforts to notify the Borrower of any request
      by
      NAIC or any governmental agency or representative thereof (other than any such
      request in connection with any examination of the financial condition or other
      routine examination of such Person by such governmental agency), or pursuant
      to
      any legal or judicial process, for disclosure of any such non-public information
      prior to disclosure of such information. In addition, each Agent, each Lender
      and each LC Issuer may disclose the existence of this Agreement and the
      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
      and the other Loan Documents. 

     

    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    

     

    Section
      10.08. Right
      of Setoff.
      If an
      Event of Default shall have occurred and be continuing, each Lender and each
      LC
      Issuer is hereby authorized at any time and from time to time, to the fullest
      extent permitted by applicable Law, to set off and apply any and all deposits
      (general or special, time or demand, provisional or final, in whatever currency)
      at any time held and other obligations (in whatever currency) at any time owing
      by such Lender or such LC Issuer to or for the credit or the account of the
      Borrower or any other Loan Party against any and all of the Obligations of
      the
      Borrower or such Loan Party now or hereafter existing under this Agreement
      or
      any other Loan Document to such Lender or such LC Issuer, irrespective of
      whether or not such Lender or such LC Issuer shall have made any demand under
      this Agreement or any other Loan Document and although such obligations of
      the
      Borrower or such Loan Party may be contingent or unmatured or are owed to a
      branch or office of such Lender or such LC Issuer different from the branch
      or
      office holding such deposit or obligated on such indebtedness. The rights of
      each Lender and each LC Issuer under this Section
      10.08
      are in
      addition to other rights and remedies (including other rights of setoff) that
      such Lender and such LC Issuer may have. Each Lender and each LC Issuer agrees
      to notify the Borrower and the Administrative Agent promptly after any such
      setoff and application, provided
      that the
      failure to give such notice shall not be deemed to affect the validity of such
      setoff and application. 

     

    Section
      10.09. Counterparts;
      Effectiveness;
      Integration. (a)
      This
      Agreement may be executed in counterparts (and by different parties hereto
      in
      different counterparts), each of which shall constitute an original, but all
      of
      which when taken together shall constitute a single contract. Delivery of an
      executed counterpart of a signature page of this Agreement by facsimile or
      by an
      electronically mailed scanned copy shall be effective as delivery of a manually
      executed counterpart of this Agreement. Except as provided in Article
      IV,
      this
      Agreement shall become effective when it shall have been executed by the
      Administrative Agent and when the Administrative Agent shall have received
      counterparts hereof that, when taken together, bear the signatures of each
      of
      the other parties hereto. 

     

    (b) This
      Agreement, the other Loan Documents and the Fee Letters constitute the entire
      agreement among the parties relating to the subject matter hereof and supersede
      any and all previous agreements and understandings, oral or written, relating
      to
      the subject matter hereof.

     

    Section
      10.10. 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 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. 

     

    Section
      10.11. 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. 

     

    
      
        
        

      

      
        107

        
          

        

      

      
        
        

      

    

     

    Section
      10.12. Replacement
      of Lenders.
      If any
      Lender requests compensation under Section 3.04,
      or if
      the Borrower is required to pay or delivers to such Lender and the
      Administrative Agent a certificate setting forth reasons as to why it reasonably
      anticipates that it will be required to pay, and such Lender and the
      Administrative Agent agree with such reasons, any additional amount to any
      Lender or any Governmental Authority for the account of any Lender pursuant
      to
Section 3.01,
      if any
      Lender ceases to make Eurocurrency Rate Loans as a result of a condition
      described in Section 3.02
      or
3.04,
      if any
      Lender is a Non-Consenting Lender or if any other circumstance exists hereunder
      that gives the Borrower the right to replace a Lender as a party hereto, then
      the Borrower may, at its sole expense and effort, upon notice to such Lender
      and
      the Administrative Agent, require such Lender to assign, without recourse (in
      accordance with and subject to the restrictions contained in, and consents
      required by, Section 10.06),
      all of
      its interests, rights and obligations under this Agreement and the other Loan
      Documents to an Eligible Assignee that shall assume such obligations (which
      assignee may be another Lender, if a Lender accepts such assignment),
provided
      that:

     

    (a) the
      Borrower or assignee shall have paid to the Administrative Agent the
      registration and processing fee specified in Section
      10.06(e);

     

    (b) such
      Lender shall have received payment of an amount equal to the sum of (i) the
      outstanding principal amount of its Loans and all interest accrued thereon,
      (ii) its LC Deposit and the LC Deposit Return accrued thereon,
      (iii) all accrued and unpaid LC Lender Fees owing to such Lender and
      (iv) all other amounts payable to such Lender hereunder and under the other
      Loan Documents (including any amounts under Section 3.05)
      from
      the assignee (to the extent of the amounts referred to in clauses (i), (ii)
      and
      (iii)) or the Borrower (in the case of the amounts referred to in clause
      (iv));

     

    (c) in
      the
      case of any such assignment resulting from a claim for compensation under
Section 3.04
      or
      payments required to be made pursuant to Section 3.01,
      such
      assignment will result in a reduction in such compensation or payments
      thereafter; and

     

    (d) such
      assignment does not conflict with applicable Law.

     

    A
      Lender
      shall not be required to make any such assignment if, prior thereto, as a result
      of a waiver by such Lender or otherwise, the circumstances entitling the
      Borrower to require such assignment cease to apply.

     

    Section
      10.13. Governing
      Law; Jurisdiction; Etc.

     

    (a) GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
      THE
      STATE OF NEW YORK.

     

    (b) SUBMISSION
      TO JURISDICTION.
      EACH OF
      THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND
      ITS
      PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW
      YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR
      THE
      SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN
      ANY
      ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
      LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH
      OF
      THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
      RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
      NEW
      YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN
      SUCH
      FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY
      SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
      JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
      NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT
      THAT ANY AGENT, ANY LENDER OR ANY LC ISSUER MAY OTHERWISE HAVE TO BRING ANY
      ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
      AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS
      OF
      ANY JURISDICTION.

     

    
      
        
        

      

      
        108

        
          

        

      

      
        
        

      

    

     

    (c) WAIVER
      OF VENUE.
      THE
      BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED
      BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
      OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
      AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN
      PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY
      IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
      DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING
      IN ANY SUCH COURT.

     

    (d) SERVICE
      OF PROCESS.
      EACH
      PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED
      FOR NOTICES IN SECTION 10.02
      (OTHER
      THAN BY EMAIL OR OTHER ELECTRONIC COMMUNICATION). NOTHING IN THIS AGREEMENT
      WILL
      AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER
      PERMITTED BY APPLICABLE LAW

     

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

     

    
      
        
        

      

      
        109

        
          

        

      

      
        
        

      

    

     

    Section
      10.15. Patriot
      Act.
      Each
      Lender and each Agent (for itself and not on behalf of any Lender) hereby
      notifies each Loan Party that pursuant to the requirements of the USA PATRIOT
      Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)), it
      is
      required to obtain, verify and record information that identifies the Borrower
      and each Subsidiary Loan Party, which information includes the name and address
      of the Borrower and the Subsidiary Loan Parties and other information that
      will
      allow such Lender or Agent, as applicable, to identify the Borrower and the
      Subsidiary Loan Parties in accordance with such Act. 

     

    Section
      10.16. Concerning
      the Permitted ABL Facility.
      The
      Lenders acknowledge that obligations of the Borrower under the Permitted ABL
      Facility may be secured by Liens on assets of the Borrower and its Subsidiaries
      that constitute ABL Collateral. At the request of the Borrower, the
      Administrative Agent or the Collateral Agent shall enter into the ABL
      Intercreditor Agreement establishing the relative rights of the Lenders and
      of
      the lenders under the Permitted ABL Facility with respect to the ABL Collateral.
      Each Lender hereby irrevocably authorizes and directs the Administrative Agent
      and/or the Collateral Agent to execute and deliver ABL Intercreditor Agreement
      and any documents relating thereto, in each case, on behalf of such Lender
      and
      without any further consent, authorization or other action by such Lender,
      and
      agrees that no Lender shall have any right of action whatsoever against the
      Administrative Agent or the Collateral Agent as a result of any action taken
      by
      such Agent pursuant to this Section 10.16.
      The
      Administrative Agent and the Collateral Agent shall have the benefit of the
      provisions of Article
      IX
      with
      respect to all actions taken by them pursuant to this Section 10.16
      to the
      full extent thereof. 

     

    
      
        
        

      

      
        110

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be duly executed as of the date
      first above written.

    
      	 	 	 
	 	SPECTRUM
              BRANDS,
              INC., as the Borrower
	 
 	 
 	 
 
	 	By:  	/s/
              Randall J. Steward
	 	
              
Name: Randall
              J. Steward
	 	
              Title: Executive
                Vice President and Chief  Financial
                Officer

            


    

     

    
      
        	 	 	 
	 	SPECTRUM
                BRANDS,
                INC., as the Borrower
	 
 	 
 	 
 
	 	By:  	/s/
                James T. Lucke
	 	
                
Name: James
                T. Lucke
	 	Title: Senior
                Vice President, Secretary and  General
                Counsel


      

    

     

    
      
        	 	 	 
	 	GOLDMAN
                SACHS
                CREDIT PARTNERS L.P.,
                individually and as the Administrative Agent, the Collateral Agent
                and the
                Syndication Agent
	 
 	 
 	 
 
	 	By:  	/s/
                Walter A. Jackson
	 	
                
Name: Walter
                A. Jackson
	 	Title: Authorized
                Signatory


      

    

     

    
      	 	 	 
	 	WACHOVIA
              BANK,
              NATIONAL ASSOCIATION, as
              the Deposit Agent
	 
 	 
 	 
 
	 	By:  	/s/
              Vicky Balmot
	 	
              
Name: Vicky
              Balmot
	 	Title: Managing
              Director


    

    
       

    

    
      
        	 	 	 
	 	BANK
                OF AMERICA,
                N.A., as
                an LC Issuer
	 
 	 
 	 
 
	 	By:  	/s/
                Kevin M. Behan
	 	
                
Name: Kevin
                M. Behan
	 	
                Title: SVP