$400,000,000 Amended and Restated Revolving Credit Agreement


                                                    Exhibit
      10.1(a)


     

    $400,000,000

     

    AMENDED
      AND RESTATED REVOLVING CREDIT AGREEMENT

     

    Dated
      as
      of April 3,
      2007,

     

    Among

     

    BERRY
      PLASTICS GROUP, INC.,

    


    


    BERRY
      PLASTICS HOLDING CORPORATION

    


     

    and

     

    CERTAIN
      OF ITS SUBSIDIARIES PARTY HERETO

     

    as
      Borrowers,

     

    THE
      LENDERS PARTY HERETO,

     

    BANK
      OF
      AMERICA, N.A.,

     

    as
      Collateral Agent and Administrative Agent,

     

    GOLDMAN
      SACHS CREDIT PARTNERS L.P.,

     

    as
      Syndication Agent,

     

    CREDIT
      SUISSE SECURITIES (USA) LLC

    CITIGROUP
      GLOBAL MARKETS INC.

    DEUTSCHE
      BANK SECURITIES INC.

    J.P.
      MORGAN SECURITIES INC.

    LEHMAN
      BROTHERS INC.

     

    as
      Co-Documentation Agents

     

    BANC
      OF
      AMERICA SECURITIES LLC

    CITIGROUP
      GLOBAL MARKETS INC.

    CREDIT
      SUISSE SECURITIES (USA) LLC

    DEUTSCHE
      BANK SECURITIES INC.

    GOLDMAN
      SACHS CREDIT PARTNERS L.P.

    J.P.
      MORGAN SECURITIES INC.

    LEHMAN
      BROTHERS INC.

    as
      Joint
      Bookrunners 

    _________________

     

    BANC
      OF
      AMERICA SECURITIES LLC

     

    and

     

    GOLDMAN
      SACHS CREDIT PARTNERS L.P.

     

    as
      Joint
      Lead Arrangers

     

    _________________

     

    


     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


      TABLE
        OF
        CONTENTS

      Page

       

      ARTICLE
        I

       

      Definitions

       

      
        	
                SECTION
                  1.01.

              	
                Defined
                  Term

              	 2
	
                SECTION
                  1.02.

              	
                Terms
                  Generally

              	 60
	
                SECTION
                  1.03.

              	
                Effectuation
                  of Transactions

              	 60
	
                SECTION
                  1.04.

              	
                Exchange
                  Rates; Currency Equivalents

              	 60
	
                SECTION
                  1.05.

              	
                Senior
                  Debt

              	 61


      

       

      ARTICLE
        II

       

      The
        Credits

       

      
        	
                SECTION
                  2.01.

              	
                Commitments

              	 61
	
                SECTION
                  2.02.

              	
                Loans
                  and Borrowings

              	 61
	
                SECTION
                  2.03.

              	
                Requests
                  for Borrowings

              	 62
	
                SECTION
                  2.04.

              	
                Swingline
                  Loans and Agent Advances

              	 63
	
                SECTION
                  2.05.

              	
                Letters
                  of Credit

              	 66
	
                SECTION
                  2.06.

              	
                Funding
                  of Borrowings

              	 72
	
                SECTION
                  2.07.

              	
                Interest
                  Elections

              	 72
	
                SECTION
                  2.08.

              	
                Termination
                  and Reduction of Commitments

              	 73
	
                SECTION
                  2.09.

              	
                Repayment
                  of Loans; Evidence of Debt

              	 73
	
                SECTION
                  2.10.

              	
                Repayment
                  of Revolving Loans

              	 74
	
                SECTION
                  2.11.

              	
                Prepayment
                  of Loans

              	 76
	
                SECTION
                  2.12.

              	
                Fees

              	 76
	
                SECTION
                  2.13.

              	
                Interest

              	 77
	
                SECTION
                  2.14.

              	
                Alternate
                  Rate of Interest

              	 78
	
                SECTION
                  2.15.

              	
                Increased
                  Costs

              	 78
	
                SECTION
                  2.16.

              	
                Break
                  Funding Payments

              	 79
	
                SECTION
                  2.17.

              	
                Taxes

              	 80
	
                SECTION
                  2.18.

              	
                Payments
                  Generally; Pro Rata Treatment; Sharing of Set-offs

              	 82
	
                SECTION
                  2.19.

              	
                Mitigation
                  Obligations; Replacement of Lenders

              	 84
	
                SECTION
                  2.20.

              	
                Illegality

              	 85
	
                SECTION
                  2.21.

              	
                Incremental
                  Commitments

              	 85


      

       

      ARTICLE
        III

       

      Representations
        and Warranties

      

        
          	
                  SECTION
                    3.01.

                	
                  Organization;
                    Powers

                	 86
	
                  SECTION
                    3.02.

                	
                  Authorization

                	 87
	
                  SECTION
                    3.03.

                	
                  Enforceability

                	 87


        

         

         

        
          
             

          

          
            i

            
              

            

          

          
             

          

        

         

        
          	
                  SECTION
                    3.04.

                	
                  Governmental
                    Approvals

                	 87
	
                  SECTION
                    3.05.

                	
                  Financial
                    Statements

                	 88
	
                  SECTION
                    3.06.

                	
                  No
                    Material Adverse Effect

                	 88
	
                  SECTION
                    3.07.

                	
                  Title
                    to Properties; Possession Under Leases

                	 88
	
                  SECTION
                    3.08.

                	
                  Subsidiaries

                	 89
	
                  SECTION
                    3.09.

                	
                  Litigation;
                    Compliance with Laws

                	 89
	
                  SECTION
                    3.10.

                	
                  Federal
                    Reserve Regulations

                	 89
	
                  SECTION
                    3.11.

                	
                  Investment
                    Company Act

                	 90
	
                  SECTION
                    3.12.

                	
                  Use
                    of Proceeds

                	 90
	
                  SECTION
                    3.13.

                	
                  Tax
                    Returns

                	 90
	
                  SECTION
                    3.14.

                	
                  No
                    Material Misstatements

                	 90
	
                  SECTION
                    3.15.

                	
                  Employee
                    Benefit Plans

                	 91
	
                  SECTION
                    3.16.

                	
                  Environmental
                    Matters

                	 91
	
                  SECTION
                    3.17.

                	
                  Security
                    Documents

                	 92
	
                  SECTION
                    3.18.

                	
                  Location
                    of Real Property and Leased Premises

                	 93
	
                  SECTION
                    3.19.

                	
                  Solvency

                	 93
	
                  SECTION
                    3.20.

                	
                  Labor
                    Matters

                	 94
	
                  SECTION
                    3.21.

                	
                  Insurance

                	 94
	
                  SECTION
                    3.22.

                	
                  No
                    Default

                	 94
	
                  SECTION
                    3.23.

                	
                  Intellectual
                    Property; Licenses, Etc.

                	 94
	
                  SECTION
                    3.24.

                	
                  Senior
                    Debt

                	 95
	
                  SECTION
                    3.25.

                	
                  Common
                    Enterprise

                	 95


        

        
           

        

      

      ARTICLE
        IV

       

      Conditions
        of Lending

      

        
          	
                  SECTION
                    4.01.

                	
                  All
                    Credit Events

                	 95
	
                  SECTION
                    4.02.

                	
                  Effectiveness
                    of Commitments

                	 96


        

      

       

      ARTICLE
        V

       

      Affirmative
        Covenants

      


      
        	
                SECTION
                  5.01.

              	
                Existence;
                  Businesses and Properties

              	 99
	
                SECTION
                  5.02.

              	
                Insurance

              	 100
	
                SECTION
                  5.03.

              	
                Taxes

              	 101
	
                SECTION
                  5.04.

              	
                Financial
                  Statements, Reports, etc.

              	 101
	
                SECTION
                  5.05.

              	
                Litigation
                  and Other Notices

              	 104
	
                SECTION
                  5.06.

              	
                Compliance
                  with Laws

              	 104
	
                SECTION
                  5.07.

              	
                Maintaining
                  Records; Access to Properties and
                  Inspections

              	 104
	
                SECTION
                  5.08.

              	
                Use
                  of Proceeds

              	 105
	
                SECTION
                  5.09.

              	
                Compliance
                  with Environmental Laws

              	 105
	
                SECTION
                  5.10.

              	
                Further
                  Assurances; Additional Security

              	 105
	
                SECTION
                  5.12.

              	
                Appraisals
                  and Reports

              	 107
	
                SECTION
                  5.13.

              	
                Collateral
                  Reporting

              	 108
	
                SECTION
                  5.14.

              	
                Accounts

              	 108


      

       

       

      
        
           

        

        
          ii

          
            

          

        

        
           

        

      

       

      
        	
                SECTION
                  5.15.

              	
                Collection
                  of Accounts; Payments

              	 108
	
                SECTION
                  5.16.

              	
                Inventory;
                  Perpetual Inventory

              	 111


      

    

     

     

    ARTICLE
      VI

     

    Negative
      Covenants

    

      
        	
                SECTION
                  6.01.

              	
                Indebtedness

              	 112
	
                SECTION
                  6.02.

              	
                Liens

              	 115
	
                SECTION
                  6.03.

              	
                Sale
                  and Lease-Back Transactions

              	 120
	
                SECTION
                  6.04.

              	
                Investments,
                  Loans and Advances

              	 120
	
                SECTION
                  6.05.

              	
                Mergers,
                  Consolidations, Sales of Assets and Acquisitions

              	 124
	
                SECTION
                  6.06.

              	
                Dividends
                  and Distributions

              	 127
	
                SECTION
                  6.07.

              	
                Transactions
                  with Affiliates

              	 129
	
                SECTION
                  6.08.

              	
                Business
                  of the Borrowers and the Subsidiaries

              	 132
	
                SECTION
                  6.09.

              	
                Limitation
                  on Modifications of Indebtedness; Modifications of Certificate
                  of
                  Incorporation, By-Laws and Certain Other Agreements; etc.

              	 132
	
                SECTION
                  6.10.

              	
                Fiscal
                  Year; Accounting

              	 134
	
                SECTION
                  6.11.

              	
                Availability
                  Triggering Event

              	 134
	
                SECTION
                  6.12.

              	
                Qualified
                  CFC Holding Companies

              	 134


      

    

     

    ARTICLE
      VIA

     

    Holdings
      Negative Covenants

     

     

    ARTICLE
      VII

     

    Events
      of
      Default

    

      
        	
                SECTION
                  7.01.

              	
                Events
                  of Default

              	 135
	
                SECTION
                  7.02.

              	
                Exclusion
                  of Immaterial Subsidiaries

              	 138
	
                SECTION
                  7.03.

              	
                Holdings’
                  Right to Cure

              	 138


      

    

     

     

    ARTICLE
      VIII

     

    The
      Agents

    

      
        	
                SECTION
                  8.01.

              	
                Appointment

              	 139
	
                SECTION
                  8.02.

              	
                Delegation
                  of Duties

              	 141
	
                SECTION
                  8.03.

              	
                Exculpatory
                  Provisions

              	 142
	
                SECTION
                  8.04.

              	
                Reliance
                  by Administrative Agent

              	 142
	
                SECTION
                  8.05.

              	
                Notice
                  of Default

              	 143
	
                SECTION
                  8.06.

              	
                Non-Reliance
                  on Agents and Other Lenders

              	 143
	
                SECTION
                  8.07.

              	
                Indemnification

              	 144
	
                SECTION
                  8.08.

              	
                Agent
                  in Its Individual Capacity

              	 144
	
                SECTION
                  8.09.

              	
                Successor
                  Administrative Agent

              	 145


      

       

       

      
        
           

        

        
          iii

          
            

          

        

        
           

        

      

       

      
        	
                SECTION
                  8.10.

              	
                Agents
                  and Arrangers

              	 145
	
                SECTION
                  8.11.

              	
                [Reserved]

              	 145
	
                SECTION
                  8.12.

              	
                Field
                  Audit and Examination Reports; Disclaimer by Lenders

              	 145


      

    

     

    ARTICLE
      IX

     

    Miscellaneous

    

      
        	
                SECTION
                  9.01.

              	
                Notices;
                  Communications

              	 146
	
                SECTION
                  9.02.

              	
                Survival
                  of Agreement

              	 147
	
                SECTION
                  9.03.

              	
                Binding
                  Effect

              	 148
	
                SECTION
                  9.04.

              	
                Successors
                  and Assigns

              	 148
	
                SECTION
                  9.05.

              	
                Expenses;
                  Indemnity

              	 152
	
                SECTION
                  9.06.

              	
                Right
                  of Set-off

              	 154
	
                SECTION
                  9.07.

              	
                Applicable
                  Law

              	 154
	
                SECTION
                  9.08.

              	
                Waivers;
                  Amendment

              	 154
	
                SECTION
                  9.09.

              	
                Interest
                  Rate Limitation

              	 156
	
                SECTION
                  9.10.

              	
                Entire
                  Agreement

              	 157
	
                SECTION
                  9.11.

              	
                WAIVER
                  OF JURY TRIAL

              	 157
	
                SECTION
                  9.12.

              	
                Severability

              	 157
	
                SECTION
                  9.13.

              	
                Counterparts

              	 157
	
                SECTION
                  9.14.

              	
                Headings

              	 157
	
                SECTION
                  9.15.

              	
                Jurisdiction;
                  Consent to Service of Process

              	 158
	
                SECTION
                  9.16.

              	
                Confidentiality

              	 158
	
                SECTION
                  9.17.

              	
                Platform;
                  Borrower Materials

              	 159
	
                SECTION
                  9.18.

              	
                Release
                  of Liens and Guarantees

              	 159
	
                SECTION
                  9.19.

              	
                Judgment
                  Currency

              	 160
	
                SECTION
                  9.20.

              	
                USA
                  PATRIOT Act Notice

              	 160
	
                SECTION
                  9.21.

              	
                Joint
                  and Several Liability

              	 160
	
                SECTION
                  9.22.

              	
                Contribution
                  and Indemnification among the Borrowers

              	 161
	
                SECTION
                  9.23.

              	
                Agency
                  of Company for Each Other Borrower

              	 162
	
                SECTION
                  9.24.

              	
                Additional
                  Borrowers

              	 162
	
                SECTION
                  9.25.

              	
                Express
                  Waivers By Borrowers In Respect of Cross Guaranties and Cross
                  Collateralization

              	 163
	
                SECTION
                  9.26.

              	
                Intercreditor
                  Agreements and Collateral Agreement

              	 164


      

    

     

    
 

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    Exhibits
      and Schedules

     

    
      	
              Exhibit
                A

            	
              Form
                of Assignment and Acceptance

            


    

    
      	
              Exhibit B

            	
              Form
                of Solvency Certificate

            


    

    
      	
              Exhibit C-1

            	
              Form
                of Borrowing Request

            


    

    
      	
              Exhibit C-2

            	
              Form
                of Swingline Borrowing Request

            


    

    
      	
              Exhibit D

            	
              [Reserved]

            


    

    
      	
              Exhibit E

            	
              Form
                of Collateral Agreement

            


    

    
      	
              Exhibit
                F

            	
              Form
                of Borrowing Base Certificate

            


    

    


    
      	
              Schedule 1.01(a)

            	
              Certain
                U.S. Subsidiaries

            


    

    
      	
              Schedule
                1.01(b)

            	
              Acceptable
                Appraisers

            


    

    
      	
              Schedule 1.01(c)

            	
              Mortgaged
                Properties

            


    

    
      	
              Schedule 1.01(d)

            	
              Immaterial
                Subsidiaries

            


    

    
      	
              Schedule
                1.01(e)

            	
              Past
                Due Accounts

            


    

    
      	
              Schedule
                1.01(f)

            	
              Existing
                Bankers’ Acceptances

            


    

    
      	
              Schedule
                1.01(g)

            	
              Existing
                Letters of Credit

            


    

    
      	
              Schedule 1.01(i)

            	
              Unrestricted
                Subsidiaries

            


    

    
      	Schedule 2.01 	 Commitments


      	
              Schedule 3.01

            	
              Organization
                and Good Standing

            


    

    
      	
              Schedule 3.04

            	
              Governmental
                Approvals

            


    

    
      	
              Schedule 3.07(b)

            	
              Possession
                under Leases

            


    

    
      	
              Schedule 3.08(a)

            	
              Subsidiaries

            


    

    
      	
              Schedule 3.08(b)

            	
              Subscriptions

            


    

    
      	
              Schedule 3.13

            	
              Taxes

            


    

    
      	
              Schedule 3.16

            	
              Environmental
                Matters

            


    

    
      	
              Schedule 3.21

            	
              Insurance

            


    

    
      	
              Schedule 3.23

            	
              Intellectual
                Property

            


    

    
      	
              Schedule
                4.02

            	
              Borrowing
                Base Calculation on Closing Date

            


    

    
      	
              Schedule 4.02(d)

            	
              Post-Closing
                Interest Deliveries

            


    

    
      	
              Schedule 6.01

            	
              Indebtedness

            


    

    
      	
              Schedule 6.02(a)

            	
              Liens

            


    

    
      	
              Schedule 6.04

            	
              Investments

            


    

    
      	
              Schedule
                6.05

            	
              Mergers,
                Consolidations, Sales of Assets and
                Acquisitions

            


    

    
      	
              Schedule 6.07

            	
              Transactions
                with Affiliates

            


    

    
      	
              Schedule 9.01

            	
              Notice
                Information

            


    

    


     

    
 

    
      
         

      

      
        v

        
          

        

      

      
         

      

    

     

    



    This
      AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is entered into as of April
      3,
      2007 (this “Agreement”),
      among
      BERRY PLASTICS GROUP, INC., a Delaware corporation (“Holdings”),
      COVALENCE SPECIALTY MATERIALS CORP., a Delaware corporation (“Covalence”),
      which
      on the Closing Date shall be merged with and into Berry Plastics Holding
      Corporation, a Delaware corporation (“Berry”),
      with
      Berry surviving such merger (the “Company”),
      certain domestic Subsidiaries of the Company party hereto from time to time,
      the
      LENDERS party hereto from time to time, BANK OF AMERICA, N.A., as administrative
      agent (in such capacity, the “Administrative
      Agent”)
      and
      collateral agent for the Lenders, GOLDMAN SACHS CREDIT PARTNERS L.P., as
      syndication agent (in such capacity, the “Syndication
      Agent”),
      and
      CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (USA) LLC, DEUTSCHE
      BANK
      SECURITIES INC., J.P. MORGAN SECURITIES INC., and LEHMAN BROTHERS INC. as
      co-documentation agents (in such capacities, the “Documentation
      Agents”).

     

    WHEREAS,
      this Agreement has been titled the “Amended and Restated Revolving Credit
      Agreement” for convenience of reference only and is, and is intended to be, a
      new revolving credit agreement.

     

    WHEREAS,
      Covalence Holdings, Covalence, the lenders and agents named therein, and Bank
      of
      America, N.A., as administrative agent for such lenders, are parties to that
      certain Revolving Credit Agreement dated as of May 18, 2006 (“the “Existing
      Credit Agreement”);
      

     

    WHEREAS
      Covalence Holdings, Covalence, the lenders and agents named therein, and Bank
      of
      America, N.A., as administrative agent for such lenders are parties to that
      certain Amended and Restated Credit Agreement, dated as of May 18, 2006 (the
      “Existing
      Term Loan Agreement”);
      

     

    WHEREAS,
      Berry Holdings, BPC Acquisition Corp., which was merged with and into Berry
      (formerly known as BPC Holding Corporation), the lenders and agents named
      therein, and Credit Suisse, Cayman Islands Branch, as administrative agent
      and
      collateral agent for such lenders, are parties to that certain Credit Agreement
      dated as of September 20, 2006 (the “Berry
      Credit Agreement”);
      

     

    WHEREAS,
      on the Closing Date, Berry and Covalence shall enter into a business combination
      (the “Business
      Combination”)
      pursuant to which (i) immediately prior to the effectiveness of this Agreement,
      Berry Holdings shall merge with and into Covalence Holdings, and Covalence
      Holdings shall be renamed Berry Plastics Group, Inc. (ii) substantially
      simultaneously with the effectiveness of this Agreement, Covalence Holdings
      shall contribute all of the capital stock of Berry to Covalence (the
“Contribution”),
      and
      (iii) immediately following the effectiveness of this Agreement, Covalence
      shall
      merge with and into Berry, with Berry as the surviving corporation, pursuant
      to
      an Agreement and Plan of Merger and Corporate Reorganization between Covalence
      and Holdings and Berry Holdings dated March 9, 2007 (the “Merger
      Agreement”);

     

    WHEREAS,
      in connection with the Business Combination, the Borrowers (as defined below)
      desire to obtain from the Lenders a revolving credit facility in an
      aggregate

     

    


    
      
        
          Amended
            and Restated Revolving Credit Agreement

          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

    

    


    principal
      amount at any time outstanding not in excess of $400 million (subject to
      increases as permitted herein), the proceeds of which may be used (i) to
      refinance the following (the “Refinancing”):
      (x)
      the “Revolving Loans” (as defined in the Berry Credit Agreement); and (y) the
“Loans” (as defined in the Existing Credit Agreement), and (ii) for general
      corporate purposes.

     

    NOW,
      THEREFORE, the Borrowers, the Lenders and the other parties hereto hereby agree
      that, effective as of the Closing Date and upon fulfillment of the conditions
      set forth herein, the Existing Credit Agreement is hereby amended and restated
      in its entirety to read as follows:

     

     

    ARTICLE
      I

     

     

    


     

     

    Definitions

     

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

     

    “ABL
      Fixed Charge Coverage Ratio”
means
      the ratio of (a) EBITDA of the Company for the most recent period of four
      consecutive fiscal quarters of the Company for which financial statements are
      available minus the income taxes paid in cash by the Company and included in
      the
      determination of Consolidated Net Income during such period minus non-financed
      Capital Expenditures of the Company and its Subsidiaries during such period
      to
      (b) the sum of (i) scheduled principal payment required to be made during such
      period in respect of Indebtedness for borrowed money plus
      (ii) the
      Consolidated Interest Expense (excluding amortization of any original issue
      discount, interest paid in kind or added to principal and other noncash
      interest) of the Company and its Subsidiaries for such period plus
      (iii)
      Distributions pursuant to Sections 6.06(c) and (e) in each case to the extent
      paid by the Company in cash.

     

    For
      fiscal periods ending prior to the first full fiscal quarter after the Closing
      Date, the ratio shall be calculated on a Pro Forma Basis giving effect to the
      Transactions.

     

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

     

    “ABR
      Borrowing”
shall
      mean a Borrowing comprised of ABR Loans.

     

    “ABR
      Loan”
shall
      mean any ABR Revolving Loan, Swingline Loan or Agent Advance.

     

    “ABR
      Revolving Facility Borrowing”
shall
      mean a Borrowing comprised of ABR Revolving Loans.

     

    


    
      
        
          Amended
            and Restated Revolving Credit Agreement

          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

    

    


    “ABR
      Revolving Loan”
shall
      mean any Revolving Loan bearing interest at a rate determined by reference
      to
      the ABR in accordance with the provisions of Article II.

     

    “Acceptable
      Appraiser”
means
      (a) any person listed on Schedule
      1.01(b),
      or
      (b) any other experienced and reputable appraiser reasonably acceptable to
      the Company and the Administrative Agent.

     

    “Acceptance
      Credit”
shall
      mean a commercial Letter of Credit in which the applicable Issuing Bank engages
      with the beneficiary of such Letter of Credit to accept a time
      draft.

     

    “Acceptance
      Documents”
shall
      mean such general acceptance agreements, applications, certificates and other
      documents as the applicable Issuing Bank may require in connection with the
      creation of Bankers’ Acceptances.

     

    “Accommodation
      Payment”
shall
      have the meaning assigned to such term in Section 9.22.

     

    “Account”
means,
      with respect to a person, any of such person’s now owned and hereafter acquired
      or arising accounts, as defined in the UCC, including any rights to payment
      for
      the sale or lease of goods or rendition of services, whether or not they have
      been earned by performance, and “Accounts”
means,
      with respect to any such person, all of the foregoing.

     

    “Account
      Debtor”
means
      each person obligated on an Account.

     

    “Acquisition
      Agreement”
shall
      mean
      the
      Stock and Asset Purchase Agreement (as amended by that certain Closing Agreement
      dated as of February 16, 2006) dated as of December 20, 2005, among Tyco Group
      S.a.r.l., a Luxembourg company, Covalence and, for purposes of Section 11.15
      thereof only, Tyco International Group S.A.

     

    “Act”
shall
      have the meaning assigned to such term in Section 9.20.

     

    “Additional
      Mortgage”
shall
      have the meaning assigned to such term in Section 5.10(c).

     

    “Adjusted
      LIBO Rate”
shall
      mean, with respect to any Eurocurrency Borrowing for any Interest Period, an
      interest rate per annum equal to (a) the LIBO Rate in effect for such Interest
      Period divided by (b) one minus the Statutory Reserves applicable to such
      Eurocurrency Borrowing, if any.

     

    “Administrative
      Agent”
shall
      have the meaning assigned to such term in the introductory paragraph of this
      Agreement.

     

    “Administrative
      Agent Fees”
shall
      have the meaning assigned to such term in Section 2.12(c).

     

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

     

    


    
      
        
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    “Affiliate”
shall
      mean, when used with respect to a specified person, another person that
      directly, or indirectly through one or more intermediaries, Controls or is
      Controlled by or is under common Control with the person specified. For purposes
      of clause (h) of the definition of Eligible Accounts, the term “Affiliate”,
      however, with respect to any Loan Party or the Equity Investors, shall exclude
      any Apollo Operating Company.

     

    “Agent
      Advance Exposure”
shall
      mean at any time the aggregate principal amount of all outstanding Agent
      Advances at such time. The Agent Advance Exposure of any Revolving Lender at
      any
      time shall mean its Pro Rata Share of the aggregate Agent Advance Exposure
      at
      such time.

     

    “Agent
      Advances”
shall
      have the meaning assigned to such term in Section 2.04(d).

     

    “Agents”
shall
      mean the Administrative Agent and the Collateral Agent.

     

    “Agreement”
shall
      have the meaning assigned to such term in the Introductory paragraph of this
      Agreement.

     

    “Agreement
      Currency”
shall
      have the meaning assigned to such term in Section 9.19.

     

    “Allocable
      Amount”
shall
      have the meaning assigned to such term in Section 9.22.

     

    “Alternate
      Currency”
shall
      mean, with respect to any Letter of Credit, Canadian Dollars or Euros and any
      other currency other than Dollars as may be acceptable to the Administrative
      Agent and the Issuing Bank with respect thereto in their sole discretion.


     

    “Alternate
      Currency Letter of Credit”
shall
      mean any Letter of Credit denominated in an Alternate Currency. 

     

    “Apollo
      Operating Company”
means
      a
      person engaged in the business of producing goods or providing services that
      but
      for the last sentence of the definition of Affiliate would be an Affiliate
      of
      the Equity Investors.

     

    “Applicable
      Margin”
shall
      mean for any day prior to October 1, 2007, 1.25% per annum in the case of any
      Eurocurrency Loan and 0.00% per annum in the case of any ABR Loan and on and
      after October 1, 2007, the Applicable Margin will be determined pursuant to
      the
      Pricing Grid.

     

    “Applicable
      Period”
means
      an Excess Cash Flow Period or an Excess Cash Flow Interim Period, as the case
      may be.

     

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

     

    


    
      
        
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    “Asset
      Sale”
shall
      mean any loss, damage, destruction or condemnation of, or any sale, transfer
      or
      other disposition (including any sale and leaseback of assets and any mortgage
      or lease of real property) to any person of any asset or assets of the Company
      or any Subsidiary.

     

    “Assignee”
shall
      have the meaning assigned to such term in Section 9.04(b).

     

    “Assignment
      and Acceptance”
shall
      mean an assignment and acceptance entered into by a Lender and an Assignee,
      and
      accepted by the Administrative Agent and the Company (if required by such
      assignment and acceptance), in the form of Exhibit A
      or such
      other form as shall be approved by the Administrative Agent.

     

    “Availability”
shall
      mean, at any time, (a) the Borrowing Base minus
      (b) the
      Revolving Facility Credit Exposure.

     

    “Availability
      Period”
shall
      mean the period from and including the Closing Date to but excluding the earlier
      of the Revolving Facility Maturity Date and the date of termination of the
      Revolving Facility Commitments.

     

    “Availability
      Triggering Event”
shall
      mean that (a) except for purposes of Sections 5.07, 5.12, 5.13 and 5.15, the
      Availability is less than the Threshold Amount, or (b) for purposes of Section
      5.07, 5.12, 5.13 and 5.15 only, the Availability is less than the Threshold
      Amount for five consecutive Business Days. Once occurred, an Availability
      Triggering Event shall be deemed to be continuing until such time as the
      Availability is greater than the Threshold Amount for 10 consecutive
      days.

     

    “Available
      Unused Commitment”
shall
      mean, with respect to a Revolving Lender at any time, an amount equal to the
      amount by which (a) the Revolving Facility Commitment of such Revolving Lender
      at such time exceeds (b) the Revolving Facility Credit Exposure of such
      Revolving Lender at such time minus such Revolving Lender’s Pro Rata Share of
      the Swingline Exposure and the Agent Advance Exposure.

     

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

     

    “Bankers’
      Acceptance” or “BA”
shall
      mean a time draft, drawn by the beneficiary under an Acceptance Credit and
      accepted by the applicable Issuing Bank upon presentation of documents by the
      beneficiary of an Acceptance Credit pursuant to Section 2.05 hereof, in the
      standard form for bankers’ acceptances of such Issuing Bank.

     

    “Bankruptcy
      Code”
means
      Title 11 of the United States Code (11 U.S.C. § 101 et seq.).

     

    “BBA
      LIBOR”
shall
      have the meaning assigned to such term in the definition of “LIBO Rate” in this
      Section 1.01.

     

    “Below
      Threshold Asset Sale Proceeds”
shall
      have the meaning assigned to such term in the definition of “Cumulative Credit”
in this Section 1.01.

     

    


    
      
        
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    “Berry”
shall
      have the meaning assigned to such term in the introductory paragraph of this
      Agreement.

     

    “Berry
      Credit Agreement”
shall
      have the meaning assigned to such term in the recitals hereto.

     

    “Berry
      Holdings”
shall
      mean Berry Plastics Group, Inc., which prior to the Closing Date was merged
      with
      and into Covalence Holdings.

     

    “Berry
      Senior Subordinated Note Documents”
shall
      mean the Berry Senior Subordinated Notes and the Berry Senior Subordinated
      Notes
      Indenture.

     

    “Berry
      Senior Subordinated Notes”
shall
      mean the 11% Senior Subordinated Notes due 2016, issued pursuant to the Berry
      Senior Subordinated Notes Indenture and any notes issued in exchange for, and
      as
      contemplated by, the Berry Senior Subordinated Notes and the related
      registration rights agreement with substantially identical terms as the Berry
      Senior Subordinated Notes.

     

    “Berry
      Senior Subordinated Notes Indenture”
shall
      mean the Indenture dated as of September 20, 2006 under which the Berry Senior
      Subordinated Notes were issued, among Berry and certain of its subsidiaries
      party thereto and the trustee named therein from time to time, as in effect
      on
      the Closing Date and as amended, restated, supplemented or otherwise modified
      from time to time in accordance with the requirements thereof and of this
      Agreement.

     

    “Blocked
      Account Agreement”
means
      an agreement among one or more of the Loan Parties, the Collateral Agent, and
      a
      Clearing Bank, in form and substance reasonably satisfactory to the Collateral
      Agent, concerning the collection of payments which represent the proceeds of
      Accounts and other Collateral of a Loan Party.

     

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

     

    “Board
      of Directors”
means
      as to any person, the board of directors or other governing body of such person,
      or, if such person is owned or managed by a single entity, the board of
      directors or other governing body of such person.

     

    “Borrower”
means,
      the Company, those certain subsidiaries of the Company party hereto, and any
      other person who becomes a party to this Agreement as a “Borrower”
      pursuant to the terms hereof, jointly, severally, and collectively, and
“Borrowers”
means
      more than one or all of the foregoing persons, jointly, severally, and
      collectively, as the context requires. 

     

    “Borrower
      Materials”
shall
      have the meaning assigned to such term in Section 9.17.

     

    “Borrowing”
shall
      mean all Revolving Loans of a single Type and made on a single date and, in
      the
      case of Eurocurrency Loans, as to which a single Interest Period is in effect.
      Unless the context indicates otherwise, the term “Borrowing” shall also include
      any Swingline Borrowing and any Agent Advance.

     

    


    
      
        
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    “Borrowing
      Base”
means,
      at any time, an amount equal to the lesser of 

     

    (a) the
      Revolving Facility Commitment, and 

     

    (b) the
      result of:

     

    (i)
      the
      sum of (A) eighty-five percent (85.0%) of the Net Amount of Eligible Accounts,
      and
      (B)
      eighty-five percent (85.0%) of the Orderly Liquidation Value of Eligible
      Inventory, minus

     

    (ii)
      all
      Reserves, without duplication of any items that are otherwise addressed or
      excluded through eligibility criteria, which the Administrative Agent deems
      necessary in the exercise of its Reasonable Credit Judgment to maintain with
      respect to any Loan Party, including Reserves for any amounts which the
      Administrative Agent or any Lender may be obligated to pay in the future for
      the
      account of any Loan Party.

     

    The
      specified percentages set forth in this definition will not be reduced without
      the consent of the Company. Any determination by the Administrative Agent in
      respect of the Borrowing Base shall be based on the Administrative Agent’s
      Reasonable Credit Judgment. The parties understand that the exclusionary
      criteria in the definitions of Eligible Accounts and Eligible Inventory, any
      Reserves that may be imposed as provided herein, and Net Amount of Eligible
      Accounts and factors considered in the calculation of Orderly Liquidation Value
      of Eligible Inventory have the effect of reducing the Borrowing Base, and,
      accordingly, whether or not any provisions hereof so state, all of the foregoing
      shall be determined without duplication so as not to result in multiple
      reductions in the Borrowing Base for the same facts or
      circumstances.

     

    “Borrowing
      Base Certificate”
means
      a
      certificate by a Responsible Officer of the Company, substantially in the form
      of Exhibit
      F
      (or
      another form reasonably acceptable to the Administrative Agent, including,
      on
      the Closing Date only, Schedule
      4.02)
      setting
      forth the calculation of the Borrowing Base, including a calculation of each
      component thereof (including, to the extent the Company has received notice
      of
      any such Reserve from the Administrative Agent, any of the Reserves included
      in
      such calculation pursuant to clause (b)(ii) of the definition of the Borrowing
      Base), all in such detail as shall be reasonably satisfactory to the
      Administrative Agent.

     

    “Borrowing
      Minimum”
shall
      mean $5 million, except in the case of Swingline Loans, $1 million.

     

    “Borrowing
      Multiple”
shall
      mean $1 million, except in the case of Swingline Loans, $500,000.

     

    “Borrowing
      Request”
shall
      mean a request by a Borrower in accordance with the terms of Section 2.03
      and substantially in the form of Exhibit C-1.

     

    “Budget”
shall
      have the meaning assigned to such term in Section 5.04(e).

     

    


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

     

    “Business
      Combination”
shall
      have the meaning assigned to such term in the Recitals hereto.

     

    “Capital
      Expenditures”
shall
      mean, for any person in respect of any period, the aggregate of all expenditures
      incurred by such person during such period that, in accordance with GAAP, are
      or
      should be included in “additions to property, plant or equipment” or similar
      items reflected in the statement of cash flows of such person, provided,
      however,
      that
      Capital Expenditures for the Company and the Subsidiaries shall not
      include:

     

    (a) expenditures
      to the extent they are made with proceeds of the issuance of Equity Interests
      of
      Holdings after the Closing Date or funds that would have constituted any Net
      Proceeds under clause (a) of the definition of the term “Net Proceeds” (but
      for the application of the first proviso to such clause (a)),

     

    (b) expenditures
      with proceeds of insurance settlements, condemnation awards and other
      settlements in respect of lost, destroyed, damaged or condemned assets,
      equipment or other property to the extent such expenditures are made to replace
      or repair such lost, destroyed, damaged or condemned assets, equipment or other
      property or otherwise to acquire, maintain, develop, construct, improve, upgrade
      or repair assets or properties useful in the business of the Company and the
      Subsidiaries within 15 months of receipt of such proceeds (or, if not made
      within such period of 15 months, are committed to be made during such
      period),

     

    (c) interest
      capitalized during such period,

     

    (d) expenditures
      that are accounted for as capital expenditures of such person and that actually
      are paid for by a third party (excluding Holdings, the Company or any Subsidiary
      thereof) and for which neither Holdings, the Company nor any Subsidiary has
      provided or is required to provide or incur, directly or indirectly, any
      consideration or obligation to such third party or any other person (whether
      before, during or after such period),

     

    (e) the
      book
      value of any asset owned by such person prior to or during such period to the
      extent that such book value is included as a capital expenditure during such
      period as a result of such person reusing or beginning to reuse such asset
      during such period without a corresponding expenditure actually having been
      made
      in such period; provided,
      that
      (i) any expenditure necessary in order to permit such asset to be reused shall
      be included as a Capital Expenditure during the period that such expenditure
      actually is made and (ii) such book value shall have been included in Capital
      Expenditures when such asset was originally acquired,

     

    


    
      
        
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    (f) the
      purchase price of equipment purchased during such period to the extent the
      consideration therefor consists of any combination of (i) used or surplus
      equipment traded in at the time of such purchase and (ii) the proceeds of a
      concurrent sale of used or surplus equipment, in each case, in the ordinary
      course of business,

     

    (g) Investments
      in respect of a Permitted Business Acquisition, 

     

    (h) the
      Business Combination, or

     

    (i) the
      purchase of property, plant or equipment made within 15 months of the sale
      of
      any asset to the extent purchased with the proceeds of such sale (or, if not
      made within such period of 15 months, to the extent committed to be made during
      such period).

     

    “Capital
      Lease Obligations”
of
      any
      person shall mean the obligations of such person to pay rent or other amounts
      under any lease of (or other arrangement conveying the right to use) real or
      personal property, or a combination thereof, which obligations are required
      to
      be classified and accounted for as capital leases on a balance sheet of such
      person under GAAP and, for purposes hereof, the amount of such obligations
      at
      any time shall be the capitalized amount thereof at such time determined in
      accordance with GAAP.

     

    “Cash
      Interest Expense”
shall
      mean, with respect to the Company and the Subsidiaries on a consolidated basis
      for any period, Interest Expense for such period, less the sum of, without
      duplication, (a) pay in kind Interest Expense or other noncash Interest Expense
      (including as a result of the effects of purchase accounting), (b) to the extent
      included in Interest Expense, the amortization of any financing fees paid by,
      or
      on behalf of, the Company or any Subsidiary, including such fees paid in
      connection with the Transactions, (c) the amortization of debt discounts, if
      any, or fees in respect of Swap Agreements and (d) cash interest income of
      Company and its Subsidiaries for such period; provided,
      that
      Cash Interest Expense shall exclude any one time financing fees, including
      those
      paid in connection with the Transactions, or upon entering into any amendment
      of
      this Agreement.

     

    For
      fiscal periods ending prior to the first full fiscal quarter after the Closing
      Date, Cash Interest Expense shall be calculated on a Pro Forma Basis giving
      effect to the Transactions.

     

    “CD”
and
      “Canadian
      Dollars”
each
      shall mean the lawful currency of Canada.

     

    A
      “Change
      in Control”
shall
      be deemed to occur if:

     

    (a) at
      any
      time, (i) Holdings shall fail to own, directly or indirectly, beneficially
      and
      of record, 100% of the issued and outstanding Equity Interests of the Company,
      (ii) a majority of the seats (other than vacant seats) on the Board of Directors
      of Holdings shall at any time be occupied by persons who were neither (A)
      nominated by the board of directors of Holdings or a Permitted Holder, (B)
      appointed by directors so nominated nor (C) appointed by a Permitted Holder
      or
      (iii) a “change of control” (or similar event) shall occur under the Second Lien
      Notes Indenture, either of the Senior Subordinated Notes Indentures, any
      Material Indebtedness or any Permitted Refinancing

     

    


    
      
        
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    Indebtedness
      in respect of any of the foregoing or any Disqualified Stock (to the extent
      the
      aggregate amount of the applicable Disqualified Stock exceeds
      $35 million);

     

    (b) at
      any
      time prior to a Qualified IPO, any combination of Permitted Holders shall fail
      to own beneficially (within the meaning of Rule 13d-5 of the Exchange Act as
      in
      effect on the Closing Date), directly or indirectly, in the aggregate Equity
      Interests representing at least a majority of the aggregate ordinary voting
      power represented by the issued and outstanding Equity Interests of Holdings;
      or

     

    (c) at
      any
      time after a Qualified IPO, any person or “group” (within the meaning of
      Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934 as in
      effect on the Closing Date), other than any combination of the Permitted Holders
      or any “group” including any Permitted Holders, shall have acquired beneficial
      ownership of 35% or more on a fully diluted basis of the voting interest in
      Holdings’ Equity Interests and the Permitted Holders shall own, directly or
      indirectly, less than such person or “group” on a fully diluted basis of the
      voting interest in Holdings’ Equity Interests.

     

    “Change
      in Law”
shall
      mean (a) the adoption of any law, rule or regulation after the Closing Date,
      (b)
      any change in law, rule or regulation or in the interpretation or application
      thereof by any Governmental Authority after the Closing Date or (c) compliance
      by any Lender or Issuing Bank (or, for purposes of Section 2.15(b), by any
      Lending Office of such Lender or by such Lender’s or Issuing Bank’s holding
      company, if any) with any written request, guideline or directive (whether
      or
      not having the force of law) of any Governmental Authority made or issued after
      the Closing Date.

     

    “Charges”
shall
      have the meaning assigned to such term in Section 9.09. 

     

    “Clearing
      Bank”
means
      either Bank of America or any other banking institution with whom a Payment
      Account has been established pursuant to a Blocked Account
      Agreement.

     

    “Closing
      Date”
shall
      mean April 3, 2007.

     

    “Code”
shall
      mean the Internal Revenue Code of 1986, as amended from time to time and the
      regulations promulgated and rulings issued thereunder.

     

    “Collateral”
shall
      mean all the “Collateral” as defined in any Security Document and shall also
      include the Mortgaged Properties and all other property that is subject to
      any
      Lien in favor of the Collateral Agent or any Subagent for the benefit of the
      Lenders pursuant to any Security Documents.

     

    “Collateral
      Access Agreement”
shall
      mean a landlord waiver, bailee letter or similar acknowledgment, in form and
      substance reasonably satisfactory to the Collateral Agent and containing such
      lien waivers, subordination provisions and other agreements of any lessor,
      landlord, warehouseman or processor in possession of Inventory, in each case
      reasonably required by the Collateral Agent to preserve, protect and maintain
      the security interest (and the priority of the security interest) of the
      Collateral Agent in such Inventory and executed pursuant to the requirements
      set
      forth in clause (j) of the definition of “Eligible Inventory”.

     

    


    
      
        
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    “Collateral
      Agent”
means
      the party acting as collateral agent for the Secured Parties under the Security
      Documents. On the Closing Date, the Collateral Agent is the same person as
      the
      Administrative Agent. Unless the context otherwise requires, the term
“Administrative Agent” as used herein shall, unless the context otherwise
      requires, include the Collateral Agent, notwithstanding various specific
      references to the Collateral Agent herein.

     

    “Collateral
      Agent’s Liens”
means
      the Liens in the Collateral granted to the Collateral Agent, for the benefit
      of
      the Secured Parties, pursuant to the Collateral Agreement and the other Loan
      Documents.

     

    “Collateral
      Agreement”
shall
      mean the Second Amended and Restated First Lien Guarantee and Collateral
      Agreement, dated as of the date hereof, as amended, supplemented or otherwise
      modified from time to time, in the form of Exhibit E,
      among
      Holdings, the Company, each Subsidiary Loan Party, the Collateral Agent and
      Credit Suisse as collateral agent.

     

    “Collateral
      and Guarantee Requirement”
shall
      mean the requirement that:

     

    (a) on
      the
      Closing Date, the Collateral Agent shall have received (i) from Holdings, the
      Company and each Subsidiary Loan Party, a counterpart of the Collateral
      Agreement duly executed and delivered on behalf of such person and (ii) an
      Acknowledgment and Consent in the form attached to the Collateral Agreement,
      executed and delivered by each issuer of Pledged Collateral (as defined in
      the
      Collateral Agreement), if any, that is not a Loan Party; 

     

    (b) on
      or
      before the Closing Date, (i) the Collateral Agent shall have received (A) a
      pledge of all the issued and outstanding Equity Interests of (x) the Company
      and
      (y) each Domestic Subsidiary (other than Subsidiaries listed on Schedule 1.01(a))
      owned
      on the Closing Date directly by or on behalf of the Company or any Subsidiary
      Loan Party and (B) a pledge of 65% of the outstanding Equity Interests of (1)
      each “first tier” Foreign Subsidiary directly owned by any Loan Party (except
      for NIM Holdings Limited, Berry Plastics Asia Pte. Ltd., Ociesse s.r.l., Berry
      Plastics Acquisition Corporation II, and Berry Plastics Acquisition Corporation
      XIV, LLC), and (2) each “first tier” Qualified CFC Holding Company directly
      owned by any Loan Party and (ii) a collateral agent under the Collateral
      Agreement, shall have received all certificates or other instruments (if any)
      representing such Equity Interests, together with stock powers or other
      instruments of transfer with respect thereto endorsed in blank;

     

    (c) (i)
      all
      Indebtedness of the Company and each Subsidiary having, in the case of each
      instance of Indebtedness, an aggregate principal amount in excess of $5 million
      (other than (A) intercompany current liabilities incurred in the ordinary course
      of business in connection with the cash management operations of Holdings and
      its Subsidiaries or (B) to the extent that a pledge of such promissory note
      or
      instrument would violate applicable law) that is owing to any Loan Party shall
      be evidenced by a promissory note or an instrument and shall have been pledged
      pursuant to the Collateral Agreement (or other applicable Security Document
      as
      reasonably required by the Administrative Agent) (which pledge, in the case
      of
      any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan
      Party, shall be limited to 65% of the amount

     

    


    
      
        
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    outstanding
      thereunder), and (ii) Credit Suisse, as a collateral agent under the Collateral
      Agreement shall have received all such promissory notes or instruments, together
      with note powers or other instruments of transfer with respect thereto endorsed
      in blank;

     

    (d) in
      the
      case of any person that becomes a Subsidiary Loan Party after the Closing Date,
      the Collateral Agent shall have received a supplement to each of the Collateral
      Agreement, the Intercreditor Agreement and the Senior Lender Intercreditor
      Agreement, in the form specified therein, duly executed and delivered on behalf
      of such Subsidiary Loan Party;

     

    (e) in
      the
      case of any person that becomes a “first tier” Foreign Subsidiary directly owned
      by the Company or a Subsidiary Loan Party after the Closing Date, the Collateral
      Agent shall have received, as promptly as practicable following a request by
      the
      Collateral Agent, a Foreign Pledge Agreement, duly executed and delivered on
      behalf of such Foreign Subsidiary and the direct parent company of such Foreign
      Subsidiary;

     

    (f) after
      the
      Closing Date, (i) all the outstanding Equity Interests of (A) any person that
      becomes a Subsidiary Loan Party after the Closing Date and (B) subject to
      Section 5.10(g), all the Equity Interests that are acquired by a Loan Party
      after the Closing Date, shall have been pledged pursuant to the Collateral
      Agreement; provided,
      that in
      no event shall more than 65% of the issued and outstanding Equity Interests
      of
      any “first tier” Foreign Subsidiary or any “first tier” Qualified CFC Holding
      Company directly owned by such Loan Party be pledged to secure Obligations,
      and
      in no event shall any of the issued and outstanding Equity Interests of any
      Foreign Subsidiary that is not a “first tier” Foreign Subsidiary of a Loan Party
      or any Qualified CFC Holding Company that is not a “first tier” Subsidiary of a
      Loan Party be pledged to secure Obligations, and (ii) a collateral agent under
      the Collateral Agreement shall have received all certificates or other
      instruments (if any) representing such Equity Interests, together with stock
      powers or other instruments of transfer with respect thereto endorsed in
      blank;

     

    (g) except
      as
      otherwise contemplated by any Security Document, all documents and instruments,
      including Uniform Commercial Code financing statements, 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 Security Documents (in each
      case, including any supplements thereto) and perfect such Liens to the extent
      required by, and with the priority required by, the Security Documents, shall
      have been filed, registered or recorded or delivered to the Collateral Agent
      for
      filing, registration or the recording concurrently with, or promptly following,
      the execution and delivery of each such Security Document;

     

    (h) within
      90
      days (or such longer period as the Administrative Agent may determine) after
      the
      Closing Date, the Collateral Agent shall have received (i) counterparts of
      each
      Mortgage to be entered into with respect to each Mortgaged Property set forth
      on
Schedule 1.01(c)
      duly
      executed and delivered by the record owner of such Mortgaged Property and
      suitable for recording or filing and (ii) such other documents including, but
      not limited to, any consents, agreements and confirmations of

     

    


    
      
        
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    third
      parties, as the Collateral Agent may reasonably request with respect to any
      such
      Mortgage or Mortgaged Property;

     

    (i) within
      90
      days (or such longer period as the Administrative Agent may determine) after
      the
      Closing Date, the Collateral Agent shall have received, except as otherwise
      set
      forth in clause (m) below, a policy or policies or marked-up unconditional
      binder of title insurance or foreign equivalent thereof, as applicable, paid
      for
      by the Borrowers, issued by a nationally recognized title insurance company
      insuring the Lien of each Mortgage to be entered into on or after the Closing
      Date as a valid first Lien on the Mortgaged Property described therein, free
      of
      any other Liens except as permitted by Section 6.02 and Liens arising by
      operation of law, together with such customary endorsements (including zoning
      endorsements where reasonably appropriate and available), coinsurance and
      reinsurance as the Collateral Agent may reasonably request, and with respect
      to
      any such property located in a state in which a zoning endorsement is not
      available, a zoning compliance letter from the applicable municipality in a
      form
      reasonably acceptable to the Collateral Agent;

     

    (j) at
      or
      prior to delivery of any Mortgages, evidence of the insurance required by the
      terms of the Mortgages;

     

    (k) except
      as
      otherwise contemplated by any Security Document, each Loan Party shall have
      obtained all consents and approvals required to be obtained by it in connection
      with (i) the execution and delivery of all Security Documents (or supplements
      thereto) to which it is a party and the granting by it of the Liens thereunder
      and (ii) the performance of its obligations thereunder; and

     

    (l) after
      the
      Closing Date, the Administrative Agent shall have received (i) such other
      Security Documents as may be required to be delivered pursuant to Section 5.10,
      and (ii) upon reasonable request by the Administrative Agent, evidence of
      compliance with any other requirements of Section 5.10.

     

    “Collateral
      Audit”
shall
      have the meaning assigned to such term in Section 5.07.

     

    “Commitment
      Fee”
shall
      have the meaning assigned to such term in Section 2.12(a).

     

    “Commitments”
shall
      mean (a) with respect to any Lender, such Lender’s Revolving Facility Commitment
      (including any Incremental Revolving Facility Commitment), and (b) with respect
      to any Swingline Lender, its Swingline Commitment.

     

    “Company”
shall
      have the meaning assigned to such term in the Recitals hereto.

     

    “Conduit
      Lender”
shall
      mean any special purpose corporation organized and administered by any Lender
      for the purpose of making Loans otherwise required to be made by such Lender
      and
      designated by such Lender in a written instrument;
      provided,
      that
      the designation by any Lender of a Conduit Lender shall not relieve the
      designating Lender of any of its obligations to fund a Loan under this Agreement
      if, for any reason, its Conduit Lender fails to fund any such Loan, and the
      designating Lender (and not the Conduit Lender) shall have the sole

     

    


    
      
        
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    right
      and
      responsibility to deliver all consents and waivers required or requested under
      this Agreement with respect to its Conduit Lender;
      provided,
      further,
      that no
      Conduit Lender shall (a) be entitled to receive any greater amount pursuant
      to
      Section 2.15, 2.16, 2.17 or 9.05 than the designating Lender would have
      been entitled to receive in respect of the extensions of credit made by such
      Conduit Lender or (b) be deemed to have any Commitment.

     

    “Consolidated
      Debt”
at
      any
      date shall mean the sum of (without duplication) all Indebtedness consisting
      of
      Capital Lease Obligations, Indebtedness for borrowed money (other than letters
      of credit to the extent undrawn but including all Bankers’ Acceptances issued
      under Acceptance Credits), Disqualified Stock and Indebtedness in respect of
      the
      deferred purchase price of property or services of the Company and the
      Subsidiaries determined on a consolidated basis on such date in accordance
      with
      GAAP. 

     

    “Consolidated
      Interest Expense”
means,
      with respect to any person for any period, the sum, without duplication,
      of:

     

    (i) consolidated
      interest expense of such person for such period, to the extent such expense
      was
      deducted in computing Consolidated Net Income (including amortization of
      original issue discount, the interest component of Capital Lease Obligations,
      and net payments and receipts (if any) pursuant to interest rate Hedging
      Obligations and excluding amortization of deferred financing fees and expensing
      of any bridge or other financing fees);

     

    (ii) consolidated
      capitalized interest of such person for such period, whether paid or accrued;
      and

     

    (iii) less
      interest income for such period.

     

    “Consolidated
      Net Income”
shall
      mean, with respect to any person for any period, the aggregate of the Net Income
      of such person and its subsidiaries for such period, on a consolidated basis;
      provided,
      however,
      that,
      without duplication,

     

    (i)any
      net
      after-tax extraordinary, nonrecurring or unusual gains or losses or income
      or
      expense or charge (less all fees and expenses relating thereto) including,
      without limitation, any severance, relocation or other restructuring expenses,
      any expenses relating to any reconstruction, recommissioning or reconfiguration
      of fixed assets for alternative uses and fees, expenses or charges relating
      to
      new product lines, plant shutdown costs, acquisition integration costs, and
      fees, expenses or charges related to any offering of Equity Interests of
      Holdings, any Investment, acquisition or Indebtedness permitted to be incurred
      hereunder (in each case, whether or not successful), including any such fees,
      expenses, charges or change in control payments related to the Transactions
      (including any transition-related expenses incurred before, on or after the
      Original Agreement Date), in each case, shall be excluded,

     

    (ii)any
      net
      after-tax income or loss from discontinued operations and any net after-tax
      gain
      or loss from disposed, abandoned, transferred, closed or discontinued operations
      shall be excluded,

     

    


    
      
        
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    (iii)any
      net
      after-tax gain or loss (less all fees and expenses or charges relating thereto)
      attributable to business dispositions or asset dispositions other than in the
      ordinary course of business (as determined in good faith by the Board of
      Directors of the Company) shall be excluded,

     

    (iv)any
      net
      after-tax income or loss (less all fees and expenses or charges relating
      thereto) attributable to the early extinguishment of indebtedness shall be
      excluded,

     

    (v)(A)
      the
      Net Income for such period of any person that is not a subsidiary of such
      person, or is an Unrestricted Subsidiary, or that is accounted for by the equity
      method of accounting, shall be included only to the extent of the amount of
      dividends or distributions or other payments paid in cash (or to the extent
      converted into cash) to the referent person or a subsidiary thereof in respect
      of such period and (B) the Net Income for such period shall include any ordinary
      course dividend distribution or other payment in cash received from any person
      in excess of the amounts included in clause (A),

     

    (vi)Consolidated
      Net Income for such period shall not include the cumulative effect of a change
      in accounting principles during such period, 

     

    (vii)any
      increase in amortization or depreciation or any one-time non-cash charges
      resulting from purchase accounting (or similar accounting, in the case of the
      Transactions) in connection with the Transactions or any acquisition that is
      consummated after the Original Agreement Date shall be excluded, 

     

    (viii)any
      non-cash impairment charges or asset write-off resulting from the application
      of
      GAAP, and the amortization of intangibles arising pursuant to GAAP, shall be
      excluded,

     

    (ix)any
      non-cash expenses realized or resulting from stock option plans, employee
      benefit plans or post-employment benefit plans, grants of stock appreciation
      or
      similar rights, stock options, restricted stock grants or other rights to
      officers, directors and employees of such person or any of its subsidiaries
      shall be excluded, 

     

    (x)accruals
      and reserves that are established within twelve months after the Closing Date
      and that are so required to be established in accordance with GAAP shall be
      excluded, 

     

    (xi)any
      expenses realized in respect of the obligations under Sections 2.9 or 5.4 of
      the
      Acquisition Agreement, shall in each case be excluded, 

     

    (xii)
      non-cash
      gains, losses, income and expenses resulting from fair value accounting required
      by Statement of Financial Accounting Standards No. 133 shall be excluded,
      and

     

    (xiii)
      non-cash
      charges for deferred tax asset valuation allowances shall be excluded.


     

    


    
      
        
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    “Consolidated
      Total Assets”
shall
      mean, as of any date, the total assets of the Company and the consolidated
      Subsidiaries, determined in accordance with GAAP, as set forth on the
      consolidated balance sheet of the Company as of such date.

     

    “Contribution”
shall
      have the meaning assigned to such term in the recitals hereto.

     

    “Control”
shall
      mean the possession, directly or indirectly, of the power to direct or cause
      the
      direction of the management or policies of a person, whether through the
      ownership of voting securities, by contract or otherwise, and “Controlling”
and
      “Controlled”
shall
      have meanings correlative thereto.

     

    “Covalence”
shall
      have the meaning assigned to such term in the introductory paragraph of this
      Agreement.

     

    “Covalence
      Holdings”
shall
      mean Covalence Specialty Materials Holding Corp., which immediately prior to
      the
      Closing Date was merged with Berry Holdings, with Covalence Specialty Materials
      Holding Corp. surviving and being renamed Berry Plastics Group,
      Inc.

     

    “Covalence
      Senior Subordinated Note Documents”
shall
      mean the Covalence Senior Subordinated Notes and the Covalence Senior
      Subordinated Notes Indenture.

     

    “Covalence
      Senior Subordinated Notes”
shall
      mean the Company’s 101⁄4% Senior Subordinated Notes due 2016, issued pursuant to
      the Covalence Senior Subordinated Notes Indenture and any notes issued by the
      Company in exchange for, and as contemplated by, the Covalence Senior
      Subordinated Notes and the related registration rights agreement with
      substantially identical terms as the Covalence Senior Subordinated
      Notes.

     

    “Covalence
      Senior Subordinated Notes Indenture”
shall
      mean the Indenture dated as of February 16, 2006 among the Company and certain
      of the Subsidiaries party thereto and the trustee named therein from time to
      time, as in effect on the Closing Date and as amended, restated, supplemented
      or
      otherwise modified from time to time in accordance with the requirements thereof
      and of this Agreement.

     

    “Credit
      Event”
shall
      have the meaning assigned to such term in Article IV.

     

    “Credit
      Suisse”
shall
      mean Credit Suisse, Cayman Islands Branch.

     

    “Cumulative
      Credit”
shall
      mean, at any date, an amount, not less than zero in the aggregate, determined
      on
      a cumulative basis equal to, without duplication:

     

    (a)
      $100.0 million, plus:

     

    (b)
      the
      Cumulative Retained Excess Cash Flow Amount at such time, plus 

     

    (c)
      the
      aggregate amount of proceeds received after the Original Agreement Date and
      prior to such time that would have constituted Net Proceeds pursuant to clause
      (a) of the definition thereof except for the operation of clause (A), (B) or
      (C)
      of the second proviso thereof (the “Below
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    (d)
      the
      cumulative amount of proceeds (including cash and the fair market value of
      property other than cash) from the sale of Equity Interests of Holdings or
      any
      Parent Entity after the Original Agreement Date and on or prior to such time
      (including upon exercise of warrants or options) which proceeds have been
      contributed as common equity to the capital of the Company and common Equity
      Interests of the Company issued upon conversion of Indebtedness of the Company
      or any Subsidiary owed to a person other than the Company or a Subsidiary not
      previously applied for a purpose other than use in the Cumulative Credit;
provided,
      that
      this clause (d) shall exclude Permitted Cure Securities and the proceeds
      thereof, sales of Equity Interests financed as contemplated by Section 6.04(e)
      and any amounts used to finance the payments or distributions in respect of
      any
      Junior Financing pursuant to Section 6.09(b), plus

     

    (e)
      100%
      of the aggregate amount of contributions to the common capital of the Company
      received in cash (and the fair market value of property other than cash) after
      the Original Agreement Date (subject to the same exclusions as are applicable
      to
      clause (d) above); plus

     

    (f)
      the
      principal amount of any Indebtedness (including the liquidation preference
      or
      maximum fixed repurchase price, as the case may be, of any Disqualified Stock)
      of the Company or any Subsidiary thereof issued after the Original Agreement
      Date (other than Indebtedness issued to a Subsidiary), which has been converted
      into or exchanged for Equity Interests (other than Disqualified Stock) in
      Holdings or any Parent Entity, plus

     

    (g)
      100%
      of the aggregate amount received by the Company or any Subsidiary in cash (and
      the fair market value of property other than cash received by the Company or
      any
      Subsidiary) after the Original Agreement Date from:

     

    (A) the
      sale
      (other than to the Company or any Subsidiary) of the Equity Interests of an
      Unrestricted Subsidiary, or

     

    (B) any
      dividend or other distribution by an Unrestricted Subsidiary, plus

     

    (h)
      in
      the event any Unrestricted Subsidiary has been redesignated as a Subsidiary
      or
      has been merged, consolidated or amalgamated with or into, or transfers or
      conveys its assets to, or is liquidated into, Holdings, the Company or any
      Subsidiary, the fair market value of the Investments of Holdings, the Company
      or
      any Subsidiary in such Unrestricted Subsidiary at the time of such Subsidiary
      Redesignation, combination or transfer (or of the assets transferred or
      conveyed, as applicable), plus

     

    (i)
      an
      amount equal to any returns (including dividends, interest, distributions,
      returns of principal, profits on sale, repayments, income and similar amounts)
      actually received by the Company or any Subsidiary in respect of any Investments
      made pursuant to Section 6.04(j) (or the corresponding provision of the senior
      secured bank credit facility then applicable to such entity) after the Original
      Agreement Date, minus 

     

    (j)
      any
      amounts thereof used to make Investments pursuant to Section 6.04(b)(y) (or
      the
      corresponding provision of the senior secured bank credit facility then
      applicable to such entity) after the Original Agreement Date prior to such
      time,
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    (k)
      any
      amounts thereof used to make Investments pursuant to Section 6.04(j)(ii) (or
      the
      corresponding provision of the senior secured bank credit facility then
      applicable to such entity) after the Original Agreement Date prior to such
      time,
minus 

     

    (l)
      the
      cumulative amount of dividends paid and distributions made pursuant to Section
      6.06(e) (or the corresponding provision of the senior secured bank credit
      facility then applicable to such entity) after the Original Agreement Date
      prior
      to such time, minus 

     

    (m)
      payments or distributions in respect of Junior Financings pursuant to Section
      6.09(b)(i) (or the corresponding provision of the senior secured bank credit
      facility then applicable to such entity) (other than payments made with proceeds
      from the issuance of Equity Interests that were excluded from the calculation
      of
      the Cumulative Credit pursuant to clause (d) above) after the Original Agreement
      Date;

     

    provided,
      however,
      for
      purposes of Section 6.06(e), the calculation of the Cumulative Credit shall
      not
      include any Below Threshold Asset Sale Proceeds except to the extent they are
      used as contemplated in clauses (j) and (k) above.

     

    “Cumulative
      Retained Excess Cash Flow Amount”
shall
      mean, at any date, an amount, not less than zero in the aggregate, determined
      on
      a cumulative basis equal to:

     

    (a) the
      aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for
      all
      Excess Cash Flow Periods ending after the Original Agreement Date and prior
      to
      such date, plus

     

    (b) for
      each
      Excess Cash Flow Interim Period ended prior to such date but as to which the
      corresponding Excess Cash Flow Period has not ended, an amount equal to the
      Retained Percentage of Excess Cash Flow for such Excess Cash Flow Interim
      Period, minus

     

    (c) the
      cumulative amount of all Retained Excess Cash Flow Overfundings as of such
      date.

     

    “Cure
      Amount”
shall
      have the meaning assigned to such term in Section 7.03(a).

     

    “Cure
      Right”
shall
      have the meaning assigned to such term in Section 7.03(a).

     

    “Current
      Assets”
shall
      mean, with respect to the Company and the Subsidiaries on a consolidated basis
      at any date of determination, the sum of all assets (other than cash and
      Permitted Investments or other cash equivalents and amounts receivable under
      Sections 2.9 and 5.4 of the Acquisition Agreement) that would, in accordance
      with GAAP, be classified on a consolidated balance sheet of the Company and
      the
      Subsidiaries as current assets at such date of determination, other than amounts
      related to current or deferred Taxes based on income or profits.

     

    “Current
      Liabilities”
shall
      mean, with respect to the Company and the Subsidiaries on a consolidated basis
      at any date of determination, all liabilities that would, in accordance with
      GAAP, be classified on a consolidated balance sheet of the Company and
      the

     

    


    
      
        
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    Subsidiaries
      as current liabilities at such date of determination, other than (a) the current
      portion of any Indebtedness, (b) accruals of Interest Expense (excluding
      Interest Expense that is due and unpaid), (c) accruals for current or deferred
      Taxes based on income or profits, (d) accruals, if any, of transaction costs
      resulting from the Transactions and obligations under Sections 2.9 and 5.4
      of
      the Acquisition Agreement, (e) accruals of any costs or expenses related to
      (i)
      severance or termination of employees prior to the Original Agreement Date
      or
      (ii) bonuses, pension and other post-retirement benefit obligations, and (f)
      accruals for add-backs to EBITDA included in clauses (a)(iv) through
      (a)(vi) of the definition of such term. 

     

    “Debt
      Service”
shall
      mean, with respect to the Company and the Subsidiaries on a consolidated basis
      for any period, Cash Interest Expense for such period plus scheduled principal
      amortization of Consolidated Debt for such period.

     

    “Default”
shall
      mean any event or condition that upon notice, lapse of time or both would
      constitute an Event of Default.

     

    “Defaulting
      Lender”
shall
      mean any Lender with respect to which a Lender Default is in
      effect.

     

    “Designated
      Non-Cash Consideration”
mean
      the fair market value of non-cash consideration received by the Company or
      one
      of its Subsidiaries in connection with an Asset Sale that is so designated
      as
      Designated Non-Cash Consideration pursuant to a certificate of a Responsible
      Officer, setting forth the basis of such valuation, less the amount of cash
      equivalents received in connection with a subsequent sale of such Designated
      Non-Cash Consideration.

     

    “Disqualified
      Stock”
shall
      mean, with respect to any person, any Equity Interests of such person that,
      by
      its terms (or by the terms of any security or other Equity Interests into which
      it is convertible or for which it is redeemable or exchangeable), or upon the
      happening of any event or condition (a) matures or is mandatorily redeemable
      (other than solely for Qualified Equity Interests), pursuant to a sinking fund
      obligation or otherwise (except as a result of a change of control or asset
      sale
      so long as any rights of the holders thereof upon the occurrence of a change
      of
      control or asset sale event shall be subject to the prior repayment in full
      of
      the Loans and all other Obligations that are accrued and payable and the
      termination of the Commitments), (b) is redeemable at the option of the holder
      thereof (other than solely for Qualified Equity Interests), in whole or in
      part,
      (c) provides for the scheduled payments of dividends in cash, or (d) is or
      becomes convertible into or exchangeable for Indebtedness or any other Equity
      Interests that would constitute Disqualified Stock, in each case, prior to
      the
      date that is ninety-one (91) days after the Revolving Facility Maturity Date;
      provided,
      however,
      that
      only the portion of the Equity Interests that so mature or are mandatorily
      redeemable, are so convertible or exchangeable or are so redeemable at the
      option of the holder thereof prior to such date shall be deemed to be
      Disqualified Stock; provided further,
      however,
      that if
      such Equity Interests are issued to any employee or to any plan for the benefit
      of employees of the Company or the Subsidiaries or by any such plan to such
      employees, such Equity Interests shall not constitute Disqualified Stock solely
      because they may be required to be repurchased by the Company in order to
      satisfy applicable statutory or regulatory obligations or as a result of such
      employee’s termination, death or disability.

     

    


    
      
        
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    “Distributions”
shall
      have the meaning assigned to such term in Section 6.06.

     

    “Documentation
      Agents”
shall
      have the meaning assigned to such term in the introductory paragraph of this
      Agreement.

     

    “Dollar”
and
      “$”
means
      dollars in the lawful currency of the United States.

     

    “Dollar
      Equivalent”
means,
      at any time, (a) with respect to any amount denominated in Dollars, such amount,
      and (b) with respect to any amount denominated in any currency other than
      Dollars, the equivalent amount thereof in Dollars as determined by the
      Administrative Agent at such time on the basis of the Spot Rate (determined
      in
      respect of the most recent Revaluation Date or other applicable date of
      determination) for the purchase of Dollars with such currency.

     

    “Domestic
      Subsidiary”
shall
      mean any Subsidiary that is not a Foreign Subsidiary or a Qualified CFC Holding
      Company or a subsidiary listed on Schedule
      1.01(a).

     

    “EBITDA”
shall
      mean, with respect to the Company and the Subsidiaries on a consolidated basis
      for any period, the Consolidated Net Income of the Company and the Subsidiaries
      for such period plus
      (a) the
      sum of (in each case without duplication and to the extent the respective
      amounts described in subclauses (i) through (vii) of this clause (a)
      reduced such Consolidated Net Income (and were not excluded therefrom) for
      the
      respective period for which EBITDA is being determined):

     

    (i)provision
      for Taxes based on income, profits or capital of the Company and the
      Subsidiaries for such period, including, without limitation, state, franchise
      and similar taxes,

     

    (ii)Interest
      Expense of the Company and the Subsidiaries for such period (net of interest
      income of the Company and its Subsidiaries for such period),

     

    (iii)depreciation
      and amortization expenses of the Company and the Subsidiaries for such
      period,

     

    (iv)business
      optimization expenses and other restructuring charges (which, for the avoidance
      of doubt, shall include, without limitation, the effect of inventory
      optimization programs, plant closure, retention, severance, systems
      establishment costs and excess pension charges); provided,
      that
      with respect to each business optimization expense or other restructuring
      charge, the Company shall have delivered to the Administrative Agent an
      officers’ certificate specifying and quantifying such expense or
      charge,

     

    (v)any
      other
      non-cash charges; provided,
      that,
      for purposes of this subclause (v) of this clause (a), any non-cash
      charges or losses shall be treated as cash charges or losses in any subsequent
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    (vi)the
      amount of management, consulting, monitoring, transaction and advisory fees
      and
      related expenses paid to any Fund or any Fund Affiliates (or any accruals
      related to such fees and related expenses) during such period; provided,
      that
      such amount shall not exceed in any four quarter period the sum of (i) the
      greater of $7.5 million and 2.0% of EBITDA for such four quarter period,
plus
      (ii) the
      amount of deferred fees (to the extent such fees would otherwise have been
      permitted to be included in clause (i) if paid, but were not included in such
      clause (i)), plus
      (iii)
      2.0% of the value of transactions permitted hereunder and entered into by the
      Company or any of the Subsidiaries with respect to which any Fund or any Fund
      Affiliate provides any of the aforementioned types of services, and

     

    (vii)non-operating
      expenses.

     

    minus
      (b) the
      sum of (without duplication and to the extent the amounts described in this
      clause (b) increased such Consolidated Net Income for the respective period
      for which EBITDA is being determined) non-cash items increasing Consolidated
      Net
      Income of the Company and the Subsidiaries for such period (but excluding any
      such items (A) in respect of which cash was received in a prior period or will
      be received in a future period or (B) which represent the reversal of any
      accrual of, or cash reserve for, anticipated cash charges in any prior
      period).

     

    For
      purposes of determining EBITDA under this Agreement for any quarter ending
      prior
      to the first full quarter ending after the Closing Date, EBITDA for such fiscal
      quarter shall be calculated on a Pro Forma Basis giving effect to the Business
      Combination and the other Transactions occurring on the Closing
      Date.

     

    “Eligible
      Accounts”
means
      all Accounts of the Borrowers reflected in the most recent Borrowing Base
      Certificate, except any Account with respect to which any of the exclusionary
      criteria set forth below applies (unless the Administrative Agent in its
      reasonable discretion elects to include such Account), such excluded Accounts
      being any Account or Accounts:

     

    (a) with
      respect to which more than 120 days have elapsed since the date of the original
      invoice therefor or which is more than 60 days past due; provided
      that
      Accounts listed on Schedule
      1.01(e)
      (as
      updated from time to time by the Company with the consent of the Administrative
      Agent (not to be unreasonably withheld or delayed)) in an aggregate amount
      of
      not more than $5 million at any time shall be ineligible pursuant to this clause
      (a) only if they are more than 60 days past due or 180 days from the invoice
      date;

     

    (b) that
      do
      not represent a bona fide indebtedness incurred in the amount of the Account
      for
      goods sold or services rendered to, and accepted by, the applicable Account
      Debtor; or that are not for a liquidated amount payable by the Account Debtor
      on
      the terms then in effect for such Account; or for which payment has been or
      will
      be received or credit, discount or extension, or agreement therefor, or
      compromise, compounding or settlement thereof, has been or will be granted,
      or
      any party liable thereon has been released, in each case other than in the
      ordinary course of business consistent with past practice; or for which invoices
      have not been issued or copies of any

     

    


    
      
        
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    invoice
      with respect to such Account delivered to the Collateral Agent by any Loan
      Party
      do not represent genuine copies of the original invoice sent to the Account
      Debtor named therein;

     

    (c) with
      respect to which Account (or any other Account due from such Account Debtor),
      in
      whole or in part, a check, promissory note, draft, trade acceptance, or other
      instrument for the payment of money has been received, presented for payment,
      and returned uncollected for any reason;

     

    (d) which
      represents a progress billing; provided
      that for
      the purposes hereof, “progress billing” means any invoice for goods sold or
      leased or services rendered under a contract or agreement pursuant to which
      the
      Account Debtor’s obligation to pay such invoice is conditioned upon the
      applicable Borrower’s completion of any further performance under the contract
      or agreement;

     

    (e) with
      respect to which any one or more of the following events has occurred to the
      Account Debtor on such Account: (i) death or judicial declaration of
      incompetency of an Account Debtor who is an individual; (ii) the filing by
      or
      against the Account Debtor of a request or petition for liquidation,
      reorganization, arrangement, adjustment of debts, adjudication as a bankrupt,
      winding-up, or other relief under the bankruptcy, insolvency, or similar laws
      of
      the United States, any state or territory thereof, or any foreign jurisdiction,
      now or hereafter in effect; (iii) the making of any general assignment by the
      Account Debtor for the benefit of creditors; (iv) the appointment of a receiver
      or trustee for the Account Debtor or for all or a substantial portion of the
      assets of the Account Debtor, including, without limitation, the appointment
      of
      or taking possession by a “custodian”, as defined in the Bankruptcy Code; (v)
      the institution by or against the Account Debtor of any other type of insolvency
      proceeding (under the Bankruptcy Code or otherwise) or of any formal or informal
      proceeding for the dissolution or liquidation of, settlement of claims against,
      or winding up of affairs of, the Account Debtor; (vi) the sale, assignment,
      or
      transfer of all or substantially all of the assets of the Account Debtor (unless
      the obligations under such Account are assumed by the successor); (vii) the
      nonpayment generally by the Account Debtor of its debts as they become due;
      or
      (viii) the cessation of the business of the Account Debtor as a going
      concern;

     

    (f) if
      fifty
      percent (50.0%) or more of the aggregate Dollar amount of outstanding Accounts
      owed at such time by the Account Debtor thereon is classified as ineligible
      under clause
      (a)
      preceding;

     

    (g) owed
      by
      an Account Debtor which: (i) is not organized under the laws of the United
      States or Canada or any political subdivision, state, or province thereof;
      or
      (ii) is the government of any foreign country or sovereign state, or of any
      state, province, municipality, or other political subdivision thereof, or of
      any
      department, agency, public corporation, or other instrumentality thereof; except
      to the extent that such Account is insured by the Export-Import Bank of the
      United States or secured or payable by a letter of credit satisfactory to the
      Administrative Agent in its reasonable discretion;

     

    


    
      
        
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    (h) which
      are
      Intercompany Accounts or other Accounts owed by an Account Debtor which is
      an
      Affiliate or employee of any Borrower (not including, for the avoidance of
      doubt, any Apollo Operating Company);

     

    (i) except
      as
      agreed by the Administrative Agent as provided in clause
      (g)
      preceding or clause
      (l)
      following regarding political subdivisions of the United States but not the
      U.S.
      federal government, with respect to which either the perfection, enforceability,
      or validity of the Collateral Agent’s Lien in such Account, or the Collateral
      Agent’s right or ability to obtain direct payment to the Collateral Agent of the
      proceeds of such Account, is governed by any federal, state, or local statutory
      requirements other than those of the UCC; except to the extent that such Account
      is insured by the Export-Import Bank of the United States or secured or payable
      by a letter of credit satisfactory to the Administrative Agent in its reasonable
      discretion;

     

    (j) owed
      by
      an Account Debtor to which a Loan Party or any of their respective Subsidiaries
      is indebted in any way, or which is subject to any right of set-off or
      recoupment by the Account Debtor (but only to the extent of such indebtedness,
      right of set-off or recoupment), unless the Account Debtor has entered into
      an
      agreement acceptable to the Administrative Agent to waive set-off rights; or
      if
      the Account Debtor thereon has disputed liability on such Account or made any
      claim with respect to any other Account due from such Account Debtor (but only
      to the extent of such disputed liability or claim); but in each such case only
      if the aggregate amount of all such indebtedness, set-offs, recoupments,
      disputes and claims with respect to all Eligible Accounts exceeds $2 million,
      and then only to the extent of such aggregate indebtedness, set-offs,
      recoupments, disputes and claims in excess of $2 million;

     

    (k) with
      respect to which any Borrower at the time of determination deems such Account
      as
      uncollectible;

     

    (l) owed
      by
      any state of the United States or any municipality, or other political
      subdivision, department, agency, public corporation, or other instrumentality
      thereof, and as to which the Collateral Agent determines that its Lien therein
      is not or cannot be perfected; except to the extent that such Account is insured
      by the Export-Import Bank of the United States or secured or payable by a letter
      of credit satisfactory to the Administrative Agent in its reasonable
      discretion;

     

    (m) which
      represents a sale on a bill-and-hold, guaranteed sale, sale and return, sale
      on
      approval, consignment, or other repurchase or return basis;

     

    (n) which
      is
      evidenced by a promissory note or other instrument or by chattel
      paper;

     

    (o) of
      any
      one Account Debtor or group of affiliated Account Debtors that are in excess
      of
      (i) 35%, in the case of Wal-Mart Stores, Inc., its Affiliates and subsidiaries,
      and (ii) 20% in the case of all other Account Debtors, of total Eligible
      Accounts;

     

    


    
      
        
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    (p) which
      arises out of a sale not made in the ordinary course of such Borrower’s business
      except to the extent that the aggregate amount of such Accounts outstanding
      does
      not exceed $2 million;

     

    (q) with
      respect to which the goods giving rise to such Account have not been shipped
      and
      delivered to, or have been rejected by, the Account Debtor or the services
      giving rise to such Account have not been performed by the applicable Borrower,
      and, if applicable, accepted by the Account Debtor, or the Account Debtor
      revokes its acceptance of such goods or services, but, in each case, only to
      the
      extent of the portion of such Account applicable to goods or services in
      question;

     

    (r) which
      arises out of an enforceable contract or order which, by its terms, validly
      forbids, restricts, or makes void or unenforceable the granting of a Lien by
      such Loan Party to the Collateral Agent with respect to such
      Account;

     

    (s) which
      is
      not subject to a first priority and perfected security interest in favor of
      the
      Collateral Agent, for the benefit of the Collateral Agent and the Lenders,
      or
      which is subject to any other Lien other than Liens securing the Second Lien
      Obligations and the Term Loan Obligations and Permitted Liens arising by
      operation of law; and

     

    (t) 30%
      of
      the value of each Account which is owed to a Newly Obligated Party acquired
      in a
      Permitted Business Acquisition under this Agreement, for which the
      Administrative Agent has not been given the opportunity for a reasonable period
      (which shall not be required to be longer than thirty (30) days (or, in the
      case
      of acquisitions of less than $50 million, twenty (20) days)) prior to and/or
      after the closing of such acquisition to complete such due diligence as it
      deems, in the exercise of Reasonable Credit Judgment, to be necessary in the
      circumstances.

     

    If
      any
      Account at any time ceases to be an Eligible Account, then such Account shall
      promptly be excluded from the calculation of the Borrowing Base; provided,
      however,
      that if
      any Account ceases to be an Eligible Account because of the adjustment of or
      imposition of new exclusionary criteria pursuant to the succeeding paragraph,
      the Administrative Agent will not require exclusion of such Account from the
      Borrowing Base until 20 days following the date on which the Administrative
      Agent gives notice to the Company of such ineligibility.

     

    The
      Administrative Agent and the Collateral Agent reserve the right, at any time
      and
      from time to time after the Closing Date, or upon reasonable request of the
      Company upon completion and delivery to the Administrative Agent of field
      examinations and appraisals in accordance with Section 5.12 (including, without
      limitation, the Post-Closing Reports), to adjust any of the exclusionary
      criteria set forth above and to establish new criteria, in their Reasonable
      Credit Judgment (based on an analysis of material facts or events first
      occurring, or first discovered by such Agents, in connection with the
      preparation and review of the Post-Closing Reports or thereafter), subject,
      after any adjustments based on the Post-Closing Reports, to the approval of
      Required Lenders in the case of adjustments or new criteria which have the
      effect of making more credit available than would have been available based
      upon
      the criteria in effect.

     

    


    
      
        
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    “Eligible
      Inventory”
means
      all Inventory of the Borrowers reflected in the most recent Borrowing Base
      Certificate, except any Inventory with respect to which any of the exclusionary
      criteria set forth below applies (unless the Administrative Agent in its
      reasonable discretion elects to include any such Inventory):

     

    (a) Inventory
      that is not owned by a Borrower;

     

    (b) Inventory
      that is not subject to the Collateral Agent’s Liens, or is subject to any other
      Lien (other than Permitted Liens arising by operation of law or the Liens
      securing the Second Lien Obligations and the Term Loan Obligations);
provided
      that
      (unless such Permitted Liens (A) are junior in priority to the Collateral
      Agent’s Liens (other than statutory landlord’s Liens to the extent provided
      otherwise by a Requirement of Law) and (B) do not impair directly or indirectly
      the ability of the Collateral Agent to realize on or obtain the full benefit
      of
      the Collateral), the Administrative Agent may, in the exercise of Reasonable
      Credit Judgment, establish a Reserve against availability with respect to any
      Inventory subject to such Permitted Liens in an amount not to exceed (on an
      aggregate basis for all Inventory from time to time subject to such Permitted
      Liens) (A) in the case of Inventory subject to Liens described in Section
      6.02(e), the greater of (x) an amount equal to the amount which would have
      to be
      paid to such Lien claimant in order to obtain a release of such Liens, or (y)
      an
      amount equal to thirty (30) days’ rent for the properties or facilities on or at
      which the applicable Inventory is located and (B) in the case of Inventory
      subject to Liens described in Section 6.02(d), the amount of such taxes, fees,
      assessments or other charges;

     

    (c) Inventory
      that consists of packing and shipping materials (other than finished goods
      inventory), or advertising or marketing materials (including
      samples);

     

    (d) Inventory
      that is unmerchantable, or the sale or other disposition of which would
      contravene in any material respect any applicable laws or other governmental
      rules or regulations, but only if such contravention would have a material
      effect on the salability or value of such Inventory;

     

    (e) Inventory
      that is not currently either usable or salable in the normal course of the
      applicable Borrower’s business, as so identified according to the Company’s
      accounting policy;

     

    (f) Inventory
      that is slow-moving, obsolete or defective, as so identified according to the
      Company’s accounting policy;

     

    (g) Inventory
      that has been returned to a Borrower or a Subsidiary by a buyer or held for
      return by a supplier (and is not held for resale);

     

    (h) Inventory
      that is subject to any Lien permitted under Section 6.02(p) or (bb) or any
      other
      Inventory financed by letters of credit or bankers’ acceptances for which the
      Collateral Agent does not have possession or control of the documents of
      title;

     

     

    (i) Inventory
      that is not located within the United States or Canada (or is in-transit from
      vendors or suppliers, except that in-transit Inventory will not be
      deemed

     

    


    
      
        
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    ineligible
      if (i) in the case of in-transit inventory not located within the United States
      or Canada, it has been paid for in advance of shipment and legal ownership
      thereof has passed to the applicable Borrower as evidenced by customary
      documents of title, and (ii) in the case of in-transit Inventory located within
      the United States or Canada, legal ownership thereof has passed to the
      applicable Borrower as evidenced by customary documents of title);

     

    (j) Inventory
      that is (i) stored or located on property that is (A) leased to the Borrower
      that owns such Inventory, or (B) owned or leased by a warehouseman that has
      contracted with such Borrower to store such Inventory, or (ii) stored with
      or
      otherwise in the possession of a bailee, provided
      that
      such Inventory shall not be excluded if (1) the applicable Borrower shall have
      delivered to the Collateral Agent a Collateral Access Agreement executed by
      such
      lessor or warehouseman or bailee with respect to such property, (2) the
      Collateral Agent has given its prior consent thereto, or (3) Reserves have
      been
      established with respect thereto, in an amount (on an aggregate basis for all
      Inventory from time to time so located or possessed) not to exceed (a) in the
      case of Inventory located in a warehouse or leased facility, the greater of
      (x)
      an amount equal to the amount which would have to be paid to such claimant
      in
      order to obtain a release of any Permitted Lien held by such claimant, or (y)
      an
      amount equal to thirty (30) days’ rent or storage fee for the warehouses or
      facilities on or at which the applicable Inventory is located and (b) in the
      case of Inventory otherwise in the possession of a bailee, the amount necessary
      to complete any work being performed on such Inventory and/or to obtain a
      surrender of the Inventory to the possession of the applicable Borrower or
      the
      Collateral Agent, or, in any such case under this clause (3), such lesser amount
      as may be approved by the Collateral Agent;

     

    (k) if
      such
      Inventory contains or bears any Proprietary Rights licensed to a Borrower by
      any
      third party, and the Administrative Agent shall not be able to sell or otherwise
      dispose of such Inventory pursuant to Article
      VII
      or the
      terms of the Collateral Agreement subject to the same rights and obligations
      as
      the applicable Borrower pursuant to the contract with such licensor without
      infringing the rights of the licensor of such Proprietary Rights or violating
      any contract with such licensor (and without payment of any royalties other
      than
      any royalties due with respect to the sale or disposition of such Inventory
      pursuant to the existing license agreement), and, if the Administrative Agent
      deems it necessary, such Borrower shall deliver to the Administrative Agent
      a
      consent or sublicense agreement from such licensor in form and substance
      reasonably acceptable to the Administrative Agent; and

     

    (l) 20%
      of
      the total book value of Inventory that is owned by a Newly Obligated Party
      acquired in a Permitted Business Acquisition under this Agreement, for which
      the
      Administrative Agent has not been given the opportunity for a reasonable period
      (which shall not be required to be longer than thirty (30) days (or, in the
      case
      of acquisitions of less than $50 million, twenty (20) days)) prior to and/or
      after the closing of such acquisition to complete such due diligence as it
      deems, in the exercise of Reasonable Credit Judgment, to be necessary in the
      circumstances.

     

    


    
      
        
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    If
      any
      Inventory at any time ceases to be Eligible Inventory, such Inventory shall
      promptly be excluded from the calculation of the Borrowing Base; provided,
      however,
      that if
      any Inventory ceases to be Eligible Inventory because of the adjustment of
      or
      imposition of new exclusionary criteria pursuant to the succeeding paragraph,
      the Agents will not require exclusion of such Inventory from the Borrowing
      Base
      until 20 days following the date on which the Administrative Agent gives notice
      to the Company of such ineligibility.

     

    The
      Administrative Agent and the Collateral Agent reserve the right, at any time
      and
      from time to time after the Closing Date, or upon reasonable request of the
      Company upon completion and delivery to the Administrative Agent of field
      examinations and appraisals in accordance with Section 5.12 (including, without
      limitation, the Post-Closing Reports), to adjust any of the exclusionary
      criteria set forth above and to establish new criteria, in their Reasonable
      Credit Judgment (based on an analysis of material facts or events first
      occurring, or first discovered by such Agents, in connection with the
      preparation and review of the Post-Closing Reports or thereafter), subject,
      after any adjustments based on the Post-Closing Reports, to the approval of
      Required Lenders in the case of adjustments or new criteria which have the
      effect of making more credit available than would have been available based
      upon
      the criteria in effect.

     

    “EMU”
means
      the economic and monetary union in accordance with the Treaty of Rome 1957,
      as
      amended by the Single European Act 1986, the Maastricht Treaty of 1992 and
      the
      Amsterdam Treaty of 1998.

     

    “EMU
      Legislation”
means
      the legislative measures of the European Council for the introduction of,
      changeover to or operation of a single or unified European
      currency.

     

    “environment”
shall
      mean ambient and indoor air, surface water and groundwater (including potable
      water, navigable water and wetlands), the land surface or subsurface strata,
      natural resources such as flora and fauna, the workplace or as otherwise defined
      in any Environmental Law.

     

    “Environmental
      Laws”
shall
      mean all applicable laws (including common law), rules, regulations, codes,
      ordinances, orders, decrees or judgments, promulgated or entered into by any
      Governmental Authority, relating in any way to the environment, preservation
      or
      reclamation of natural resources, the generation, management, Release or
      threatened Release of, or exposure to, any Hazardous Material or to occupational
      health and safety matters (to the extent relating to the environment or
      Hazardous Materials).

     

    “Equity
      Interests”
of
      any
      person shall mean any and all shares, interests, rights to purchase or otherwise
      acquire, warrants, options, participations or other equivalents of or interests
      in (however designated) equity or ownership of such person, including any
      preferred stock, any limited or general partnership interest and any limited
      liability company membership interest, and any
      securities or other rights or interests convertible into or exchangeable for
      any
      of the foregoing.

     

    
      “Equity
        Investors”
means
        one or more investment funds advised, managed or controlled by Apollo Management
        V, L.P. Apollo Management VI, L.P., their Affiliates, and any group in which
        any
        such Equity Investors are, in the aggregate, a principal
        member.

    

     

    
      
        
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    “ERISA”
shall
      mean the Employee Retirement Income Security Act of 1974, as the same may be
      amended from time to time and any final regulations promulgated and the rulings
      issued thereunder.

     

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

     

    “ERISA
      Event”
shall
      mean (a) any Reportable Event or
      the
      requirements of Section 4043(b) of ERISA apply with respect to a
      Plan;
      (b) the
      existence with respect to any Plan of an “accumulated funding deficiency” (as
      defined in Section 412 of the Code or Section 302 of ERISA), whether
      or not waived; (c) the filing pursuant to Section 412(d) of the Code or
      Section 303(d) of ERISA of an application for a waiver of the minimum
      funding standard with respect to any Plan, the failure to make by its due date
      a
      required installment under Section 412(m) of the Code with respect to any
      Plan or the failure to make any required contribution to a Multiemployer Plan;
      (d) the incurrence by Holdings, the Company, a Subsidiary or any ERISA Affiliate
      of any liability under Title IV of ERISA with respect to the termination of
      any
      Plan or Multiemployer Plan; (e) the receipt by Holdings, the Company, a
      Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of
      any
      notice relating to an intention to terminate any Plan or to appoint a trustee
      to
      administer any Plan under Section 4042 of ERISA; (f) the incurrence by
      Holdings, the Company, a Subsidiary or any ERISA Affiliate of any liability
      with
      respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
      Plan; (g) the receipt by Holdings, the Company, a Subsidiary or any ERISA
      Affiliate of any notice, or the receipt by any Multiemployer Plan from Holdings,
      the Company, a Subsidiary or any ERISA Affiliate of any notice, concerning
      the
      impending imposition of Withdrawal Liability or a determination that a
      Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
      within the meaning of Title IV of ERISA;
      (h) the
      conditions for imposition of a lien under Section 302(f) of ERISA shall have
      been met with respect to any Plan; or (i) the adoption of an amendment to a
      Plan
      requiring the provision of security to such Plan pursuant to Section 307 of
      ERISA.

     

    “Euro”
and
      “EUR”
each
      shall mean the lawful currency of the Participating Member States introduced
      in
      accordance with the EMU Legislation.

     

    “Eurocurrency
      Borrowing”
shall
      mean a Borrowing comprised of Eurocurrency Loans.

     

    “Eurocurrency
      Loan”
shall
      mean any Eurocurrency Revolving Loan.

     

    “Eurocurrency
      Revolving Facility Borrowing”
shall
      mean a Borrowing comprised of Eurocurrency Revolving Loans.

     

    


    
      
        
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    “Eurocurrency
      Revolving Loan”
shall
      mean any Revolving Loan bearing interest at a rate determined by reference
      to
      the Adjusted LIBO Rate in accordance with the provisions of
      Article II.

     

    “Event
      of Default”
shall
      have the meaning assigned to such term in Section 7.01.

     

    “Excess
      Cash Flow”
shall
      mean, with respect to the Company and its Subsidiaries on a consolidated basis
      for any Applicable Period, EBITDA of the Company and its Subsidiaries on a
      consolidated basis for such Applicable Period, minus,
      without
      duplication,

     

    (a)Debt
      Service for such Applicable Period,

     

    (b)the
      amount of any voluntary prepayment permitted hereunder (or, if made prior to
      the
      Closing Date, permitted under the senior secured bank credit facility then
      applicable to such entity) of term Indebtedness during such Applicable Period
      (other than any voluntary prepayment of the Revolving Loans), so long as the
      amount of such prepayment is not already reflected in Debt Service,

     

    (c)(i)
      Capital Expenditures by the Company and the Subsidiaries on a consolidated
      basis
      during such Applicable Period that are paid in cash (to the extent permitted
      under this Agreement) and (ii) the aggregate consideration paid in cash during
      the Applicable Period in respect of Permitted Business Acquisitions and other
      Investments permitted hereunder less
      any
      amounts received in respect thereof as a return of capital,

     

    (d)Capital
      Expenditures that the Company or any Subsidiary shall, during such Applicable
      Period, become obligated to make but that are not made during such Applicable
      Period (to the extent permitted under this Agreement or if prior to the Closing
      Date, the senior secured bank credit facility then applicable to such entity);
      provided,
      that
      (i) Holdings shall deliver a certificate to the Administrative Agent not later
      than 90 days after the end of such Applicable Period, signed by a Responsible
      Officer of the Company and certifying that such Capital Expenditures and the
      delivery of the related equipment will be made in the following Applicable
      Period, and (ii) any amount so deducted shall not be deducted again in a
      subsequent Applicable Period,

     

    (e)Taxes
      paid in cash by Holdings and its Subsidiaries on a consolidated basis during
      such Applicable Period or that will be paid within six months after the close
      of
      such Applicable Period; provided,
      that
      with respect to any such amounts to be paid after the close of such Applicable
      Period, (i) any amount so deducted shall not be deducted again in a subsequent
      Applicable Period, and (ii) appropriate reserves shall have been established
      in
      accordance with GAAP,

     

    (f)an
      amount
      equal to any increase in Working Capital of the Company and its Subsidiaries
      for
      such Applicable Period,

     

    (g)cash
      expenditures made in respect of Swap Agreements during such Applicable Period,
      to the extent not reflected in the computation of EBITDA or Interest
      Expense,

     

    


    
      
        
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    (h)permitted
      dividends or distributions or repurchases of its Equity Interests paid in cash
      by the Company during such Applicable Period and permitted dividends paid by
      any
      Subsidiary to any person other than Holdings, the Company or any of the
      Subsidiaries during such Applicable Period, in each case in accordance with
      Section 6.06 hereof (or the corresponding provision of the senior secured
      bank credit facility then applicable to such entity) (other than
      Section 6.06(e) or the corresponding provision of the senior secured bank
      credit facility then applicable to such entity),

     

    (i)amounts
      paid in cash during such Applicable Period on account of (A) items that were
      accounted for as noncash reductions of Net Income in determining Consolidated
      Net Income or as noncash reductions of Consolidated Net Income in determining
      EBITDA of the Company and its Subsidiaries in a prior Applicable Period and
      (B)
      reserves or accruals established in purchase accounting, 

     

    (j)to
      the
      extent not deducted in the computation of Net Proceeds in respect of any asset
      disposition or condemnation giving rise thereto, the amount of any mandatory
      prepayment of Indebtedness (other than Indebtedness created hereunder or under
      any other Loan Document), together with any interest, premium or penalties
      required to be paid (and actually paid) in connection therewith, 

     

    (k)the
      aggregate amount of items that were added to or not deducted from Net Income
      in
      calculating Consolidated Net Income or were added to or not deducted from
      Consolidated Net Income in calculating EBITDA to the extent such items
      represented a cash payment (which had not reduced Excess Cash Flow upon the
      accrual thereof in a prior Applicable Period), or an accrual for a cash payment,
      by the Company and its Subsidiaries or did not represent cash received by the
      Company and its Subsidiaries, in each case on a consolidated basis during such
      Applicable Period, and

     

    (l)amounts
      paid in cash during such Applicable Period in respect of obligations under
      Sections 2.9 and 5.4 of the Acquisition Agreement,

     

    plus,
      without
      duplication,

     

    (i)an
      amount
      equal to any decrease in Working Capital for such Applicable
      Period,

     

    (ii)all
      amounts referred to in clauses (b), (c), (d) and (h) above to the extent
      funded with the proceeds of the issuance or the incurrence of Indebtedness
      (including Capital Lease Obligations and purchase money Indebtedness, but
      excluding, solely as relating to Capital Expenditures, proceeds of Revolving
      Loans (or, if prior to the Closing Date, revolving loans pursuant to the senior
      secured bank credit facility then applicable to such entity)), the sale or
      issuance of any Equity Interests (including any capital contributions) and
      any
      loss, damage, destruction or condemnation of, or any sale, transfer or other
      disposition (including any sale and leaseback of assets and any mortgage or
      lease of Real Property) to any person of any asset or assets, in each case
      to
      the extent there is a corresponding deduction from Excess Cash Flow
      above,

     

    


    
      
        
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    (iii)to
      the
      extent any permitted Capital Expenditures referred to in clause (d) above
      and the delivery of the related equipment do not occur in the following
      Applicable Period of the Company specified in the certificate of the Company
      provided pursuant to clause (d) above, the amount of such Capital
      Expenditures that were not so made in such following Applicable
      Period,

     

    (iv)cash
      payments received in respect of Swap Agreements during such Applicable Period
      to
      the extent (i) not included in the computation of EBITDA or (ii) such payments
      do not reduce Cash Interest Expense,

     

    (v)any
      extraordinary or nonrecurring gain realized in cash during such Applicable
      Period,

     

    (vi)to
      the
      extent deducted in the computation of EBITDA, cash interest income,
      and

     

    (vii) the
      aggregate amount of items that were deducted from or not added to Net Income
      in
      connection with calculating Consolidated Net Income or were deducted from or
      not
      added to Consolidated Net Income in calculating EBITDA to the extent either
      (i)
      such items represented cash received by the Company or any Subsidiary or (ii)
      such items do not represent cash paid by the Company or any Subsidiary, in
      each
      case on a consolidated basis during such Applicable Period. 

     

    “Excess
      Cash Flow Interim Period”
shall
      mean, (x) during any Excess Cash Flow Period, any one-, two-, or three-quarter
      period (a) commencing on the later of (i) the end of the immediately preceding
      Excess Cash Flow Period and (ii) if applicable, the end of any prior Excess
      Cash
      Flow Interim Period occurring during the same Excess Cash Flow Period and (b)
      ending on the last day of the most recently ended fiscal quarter (other than
      the
      last day of the Fiscal Year) during such Excess Cash Flow Period for which
      financial statements are available and (y) during the period from the Original
      Agreement Date until the beginning of the first Excess Cash Flow Period, any
      period commencing on the Original Agreement Date and ending on the last day
      of
      the most recently ended fiscal quarter for which financial statements are
      available.

     

    “Excess
      Cash Flow Period”
shall
      mean (i) each fiscal year of the Company, commencing with the first full fiscal
      year of the Company following the Closing Date, and (ii) the period from January
      1, 2007 through the day prior to the initial fiscal year referred to in clause
      (i).

     

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

     

    “Excluded
      Indebtedness”
shall
      mean all Indebtedness permitted to be incurred under Section 6.01(other
      than Section 6.01(v)).

     

    “Excluded
      Taxes”
shall
      mean, with respect to the Administrative Agent, any Lender, any Issuing Bank
      or
      any other recipient of any payment to be made by or on account of any obligation
      of any Borrower hereunder, (a) any income taxes imposed on (or measured by)
      its
      net income (or franchise taxes imposed in lieu of net income taxes) by the
      United States of America (or any state or locality thereof) or the jurisdiction
      under the laws of which such

     

    


    
      
        
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    recipient
      is organized or in which its principal office is located or, in the case of
      any
      Lender, in which its applicable Lending Office is located or any other
      jurisdiction as a result of such recipient engaging in a trade or business
      in
      such jurisdiction for tax purposes, (b) any branch profits tax or any similar
      tax that is imposed by any jurisdiction described in clause (a) above, (c)
      in the case of a Lender making a Loan to any Borrower, any tax (including any
      backup withholding tax) imposed by the United States (or the jurisdiction under
      the laws of which such Lender is organized or in which its principal office
      is
      located or in which its applicable Lending Office is located or any other
      jurisdiction as a result of such Lender engaging in a trade or business or
      having a taxable presence in such jurisdiction for tax purposes) that (x) is
      in
      effect and would apply to amounts payable hereunder to such Lender at the time
      such Lender becomes a party to such Loan to any Borrower (or designates a new
      Lending Office) except to the extent that the assignor to such Lender in the
      case of an assignment or the Lender in the case of a designation of a new
      Lending Office (for the absence of doubt, other than the Lending Office at
      the
      time such Lender becomes a party to such Loan) was entitled, at the time of
      such
      assignment or designation of a new Lending Office, respectively, to receive
      additional amounts from a Loan Party with respect to any withholding tax
      pursuant to Section 2.17(a) or Section 2.17(c) or (y) is attributable
      to such Lender’s failure to comply with Section 2.17(e) or (f) with respect
      to such Loan and (d) any taxes that are imposed as a result of any event
      occurring after the Lender becomes a Lender (other than a Change in Law) in
      the
      case of clause (a), (b), (c), and (d), together with any and all interest and
      penalties related thereto. 

     

    “Existing
      Bankers’ Acceptance”
shall
      mean each of the bankers’ acceptances set forth on Schedule
      1.01(f).

     

    “Existing
      Credit Agreement”
shall
      have the meaning set forth in the recitals hereto.

     

    “Existing
      Letter of Credit”
shall
      mean each of the letters of credit set forth on Schedule
      1.01(g).

     

    “Existing
      Term Loan Agreement”
shall
      have the meaning set forth in the recitals hereto.

     

    “Facility”
shall
      mean the Revolving Facility.

     

    “Federal
      Funds Effective Rate”
shall
      mean, for any day, the rate per annum equal to the weighted average of the
      rates
      on overnight Federal funds transactions with members of the Federal Reserve
      System arranged by Federal funds brokers on such day, as published by the
      Federal Reserve Bank of New York on the Business Day next succeeding such
      day; provided
      that (a)
      if such day is not a Business Day, the Federal Funds Effective 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 Effective
      Rate
      for such day shall be the average rate (rounded upward, if necessary, to a
      whole
      multiple of 1/100 of 1%) charged to Bank of America on such day on such
      transactions as determined by the Administrative Agent.

     

    


    
      
        
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    “Fee
      Letter”
shall
      mean that certain Fee Letter dated March 2, 2007 by and among the Company,
      Bank
      of America, N.A., Banc of America Securities LLC, Citigroup Global Markets
      Inc.,
      Credit Suisse, Credit Suisse Securities (USA) LLC, Deutsche Bank AG New York
      Branch, Deutsche Bank Securities Inc., Goldman Sachs Credit Partners L.P.,
      JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc. and Lehman Brothers
      Inc.

     

    “Fees”
shall
      mean the Commitment Fees, the L/C Participation Fees, the Issuing Bank Fees
      and
      the Administrative Agent Fees.

     

    “Financial
      Officer”
of
      any
      person shall mean the Chief Financial Officer, principal accounting officer,
      Treasurer, Assistant Treasurer or Controller of such person.

     

    “First
      Lien Debt”
at
      any
      date shall mean (i) the aggregate principal amount of Consolidated Debt of
      the
      Company and its Subsidiaries outstanding at such date that consists of, without
      duplication, Indebtedness that in each case is then secured by first priority
      Liens on property or assets of the Company and its Subsidiaries (other than
      property or assets held in a defeasance or similar trust or arrangement for
      the
      benefit of the Indebtedness secured thereby), less (ii) without duplication,
      the
      Unrestricted Cash and Permitted Investments of the Company and its Subsidiaries
      on such date.

     

    “Fiscal
      Period”
means
      a
      calendar month.

     

    “Foreign
      Pledge Agreement”
shall
      mean a pledge agreement with respect to the Pledged Collateral that constitutes
      Equity Interests of a “first tier” Foreign Subsidiary, in form and substance
      reasonably satisfactory to the Collateral Agent; provided,
      that in
      no event shall more than 65% of the issued and outstanding Equity Interests
      of
      such Foreign Subsidiary be pledged to secure Obligations of the
      Borrowers.

     

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

     

    “Fund
      Affiliates”
shall
      mean (i) each Affiliate of any Funds, (ii) any individual who is a partner
      or
      employee of Apollo Management, L.P., Apollo Management IV, L.P. or Apollo
      Management V, L.P., Apollo Management VI, L.P., and (iii) Graham BPC Investment
      Holdings, LP.

     

    “Fund
      I”
shall
      mean Apollo Management V, L.P. and other affiliated co-investment
      partnerships.

     

    “Fund
      II”
shall
      mean affiliates of Apollo Management VI, L.P. and other affiliated co-investment
      partnerships and Graham Partners Inc.

     

    “Fund
      Termination Fee”
shall
      have the meaning specified in Section 6.07(b)(xiv).

     

    “Funds”
shall
      mean Fund I and Fund II, collectively.

     

    


    
      
        
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    “GAAP”
shall
      mean generally accepted accounting principles in effect from time to time in
      the
      United States, applied on a consistent basis, subject to the provisions of
      Section 1.02; provided
      that any
      reference to the application of GAAP in Sections 3.13(b), 3.20, 5.03, 5.07
      and
      6.02(e) to a Foreign Subsidiary (and not as a consolidated Subsidiary of the
      Company) shall mean generally accepted accounting principles in effect from
      time
      to time in the jurisdiction of organization of such Foreign Subsidiary.


     

    “Governmental
      Authority”
shall
      mean any federal, state, local or foreign court or governmental agency,
      authority, instrumentality or regulatory or legislative body.

     

    “Guarantee”
of
      or
      by any person (the “guarantor”)
      shall
      mean (a) any obligation, contingent or otherwise, of the guarantor guaranteeing
      or having the economic effect of guaranteeing any Indebtedness or other
      obligation of any other person (the “primary
      obligor”)
      in any
      manner, whether directly or indirectly, and including any obligation of the
      guarantor, direct or indirect, (i) to purchase or pay (or advance or supply
      funds for the purchase or payment of) such Indebtedness or other obligation
      (whether arising by virtue of partnership arrangements, by agreement to keep
      well, to purchase assets, goods, securities or services, to take-or-pay or
      otherwise) or to purchase (or to advance or supply funds for the purchase of)
      any security for the payment of such Indebtedness or other obligation, (ii)
      to
      purchase or lease property, securities or services for the purpose of assuring
      the owner of such Indebtedness or other obligation of the payment thereof,
      (iii)
      to maintain working capital, equity capital or any other financial statement
      condition or liquidity of the primary obligor so as to enable the primary
      obligor to pay such Indebtedness or other obligation, (iv) entered into for
      the
      purpose of assuring in any other manner the holders of such Indebtedness or
      other obligation of the payment thereof or to protect such holders against
      loss
      in respect thereof (in whole or in part) or (v) as an account party in respect
      of any letter of credit, bank guarantee, bankers’ acceptance or other letter of
      guaranty issued to support such Indebtedness or other obligation, or (b) any
      Lien on any assets of the guarantor securing any Indebtedness (or any existing
      right, contingent or otherwise, of the holder of Indebtedness to be secured
      by
      such a Lien) of any other person, whether or not such Indebtedness or other
      obligation is assumed by the guarantor; provided,
      however,
      the
      term “Guarantee” shall not include endorsements of instruments for deposit or
      collection in the ordinary course of business or customary and reasonable
      indemnity obligations in effect on the Closing Date or entered into in
      connection with any acquisition or disposition of assets permitted by this
      Agreement (other than such obligations with respect to Indebtedness). The amount
      of any Guarantee shall be deemed to be an amount equal to the stated or
      determinable amount of the Indebtedness in respect of which such Guarantee
      is
      made or, if not stated or determinable, the maximum reasonably anticipated
      liability in respect thereof (assuming such person is required to perform
      thereunder) as determined by such person in good faith.

     

    “guarantor”
shall
      have the meaning assigned to such term in the definition of the term
“Guarantee.”

     

    “Hazardous
      Materials”
shall
      mean all pollutants, contaminants, wastes, chemicals, materials, substances
      and
      constituents, including, without limitation, explosive or radioactive substances
      or petroleum or petroleum distillates, asbestos or asbestos containing
      materials, polychlorinated biphenyls or radon gas, of any nature subject to
      regulation or which can give rise to liability under any Environmental
      Law.

     

    


    
      
        
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    “Hedging
      Obligations”
means,
      with respect to any person, the obligations of such person under (i) currency
      exchange, interest rate or commodity swap agreements, currency exchange,
      interest rate or commodity cap agreements and currency exchange, interest rate
      or commodity collar agreements, and (ii) other agreements or arrangements
      designed to protect such person against fluctuations in currency exchange,
      interest rates or commodity prices.

     

    “Holdings”
shall
      have the meaning assigned to such term in the introductory paragraph of this
      Agreement.

     

    “Immaterial
      Subsidiary”
shall
      mean any Subsidiary that is not a Borrower and that, as of the last day of
      the
      fiscal quarter of the Company most recently ended, (a) did not have assets
      with
      a value in excess of 5.0% of the Consolidated Total Assets or revenues
      representing in excess of 5.0% of total revenues of the Company and the
      Subsidiaries on a consolidated basis as of such date and (b) when taken together
      with all other Immaterial Subsidiaries as of such date, did not have assets
      with
      a value in excess of 10.0% of the Consolidated Total Assets or revenues
      representing in excess of 10.0% of total revenues of the Company and the
      Subsidiaries on a consolidated basis as of such date. Each Immaterial Subsidiary
      as of the Closing Date shall be set forth in Schedule
      1.01(d).

     

    “Increased
      Amount Date”
shall
      have the meaning assigned to such term in Section 2.21.

     

    “Incremental
      Amount”
shall
      mean, at any time, the excess, if any, of (a) $150 million over
      (b) the
      aggregate amount of all Incremental Revolving Facility Commitments established
      prior to such time pursuant to Section 2.21.

     

    “Incremental
      Assumption Agreement”
shall
      mean an Incremental Assumption Agreement in form and substance reasonably
      satisfactory to the Administrative Agent, among the Borrowers, the
      Administrative Agent and one or more Incremental Revolving Lenders.

     

    “Incremental
      Revolving Facility Commitment”
shall
      mean any increased or incremental Revolving Facility Commitment provided
      pursuant to Section 2.21.

     

    “Incremental
      Revolving Lender”
shall
      mean a Lender with a Revolving Facility Commitment or an outstanding Revolving
      Loan as a result of an Incremental Revolving Facility Commitment.

     

    “Indebtedness”
of
      any
      person shall mean, without duplication, (a) all obligations of such person
      for
      borrowed money, (b) all obligations of such person evidenced by bonds,
      debentures, notes or similar instruments, (c) all obligations of such person
      under conditional sale or other title retention agreements relating to property
      or assets purchased by such person, (d) all obligations of such person issued
      or
      assumed as the deferred purchase price of property or services, to the extent
      that the same would be required to be shown as a long term liability on a
      balance sheet prepared in accordance with GAAP, (e) all Capital Lease
      Obligations of such person, (f) all net payments that such person would have
      to
      make in the event of an early termination, on the date Indebtedness of such
      person is being determined, in respect of outstanding Swap Agreements, (g)
      the
      principal component of all obligations, contingent or otherwise, of such person
      as an account party in respect of letters of credit, (h) the
      principal

     

    


    
      
        
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    component
      of all obligations of such person in respect of bankers’ acceptances, (i) all
      Guarantees by such person of Indebtedness described in clauses (a) to (h) above)
      and (j) the amount of all obligations of such person with respect to the
      redemption, repayment or other repurchase of any Disqualified Stock (excluding
      accrued dividends that have not increased the liquidation preference of such
      Disqualified Stock); provided,
      that
      Indebtedness shall not include (A) trade payables, accrued expenses and
      intercompany liabilities arising in the ordinary course of business, (B) prepaid
      or deferred revenue arising in the ordinary course of business, (C) purchase
      price holdbacks arising in the ordinary course of business in respect of a
      portion of the purchase prices of an asset to satisfy unperformed obligations
      of
      the seller of such asset, (D) earn-out obligations until such obligations become
      a liability on the balance sheet of such person in accordance with GAAP or
      (E)
      obligations under Section 2.9 and 5.4 of the Acquisition Agreement. The
      Indebtedness of any person shall include the Indebtedness of any partnership
      in
      which such person is a general partner, other than to the extent that the
      instrument or agreement evidencing such Indebtedness expressly limits the
      liability of such person in respect thereof. 

     

    “Indemnified
      Taxes”
shall
      mean all Taxes other than Excluded Taxes. 

     

    “Indemnitee”
shall
      have the meaning assigned to such term in Section 9.05(b).

     

    “Ineligible
      Institution”
shall
      mean the persons identified in writing to the Administrative Agent by the
      Company on the Closing Date, and as may be identified in writing to the
      Administrative Agent by the Company from time to time thereafter with the
      consent of the Administrative Agent (not to be unreasonably withheld or
      delayed), by delivery of a notice thereof to the Administrative Agent setting
      forth such person or persons (or the person or persons previously identified
      to
      the Administrative Agent that are to be no longer considered “Ineligible
      Institutions”).

     

    “Information”
shall
      have the meaning assigned to such term in Section 3.14(a).

     

    “Information
      Memorandum”
shall
      mean the Confidential Information Memorandum dated March 13, 2007, as modified
      or supplemented prior to the Closing Date.

     

    “Initial
      Pro Forma Adjustment”
shall
      mean an amount equal to $2.75 million for each quarterly period ending March
      2006 and June 2006, $5.876 million for the quarterly period ending September
      2006, and $3.125 million for the quarterly period ending December
      2006.

     

    “Intellectual
      Property Rights”
shall
      have the meaning assigned to such term in Section 3.23.

     

    “Intercreditor
      Agreement”
shall
      mean the Intercreditor Agreement by and among Credit Suisse and Bank of America,
      as first lien agents, Wells Fargo Bank, N.A., as trustee, Holdings, the Company
      and the Subsidiary Loan Parties, as in effect on the Closing Date.

     

    “Intercompany
      Accounts”
means
      all assets and liabilities, however arising, which are due to any Loan Party
      from, which are due from any Loan Party to, or which otherwise arise from any
      transaction by any Loan Party with, any Affiliate of such Loan
      Party.

     

    


    
      
        
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    “Interest
      Election Request”
shall
      mean a request by a Borrower to convert or continue a Revolving Facility
      Borrowing in accordance with Section 2.07.

     

    “Interest
      Expense”
shall
      mean, with respect to any person for any period, the sum of (a) gross interest
      expense of such person for such period on a consolidated basis, including (i)
      the amortization of debt discounts, (ii) the amortization of all fees (including
      fees with respect to Swap Agreements) payable in connection with the incurrence
      of Indebtedness to the extent included in interest expense, (iii) the portion
      of
      any payments or accruals with respect to Capital Lease Obligations allocable
      to
      interest expense and (iv) net payments and receipts (if any) pursuant to
      interest rate Hedging Obligations, and (b) capitalized interest of such person.
      For purposes of the foregoing, gross interest expense shall be determined after
      giving effect to any net payments made or received and costs incurred by the
      Company and the Subsidiaries with respect to Swap Agreements.

     

    “Interest
      Payment Date”
shall
      mean, (a) with respect to any Eurocurrency Loan, the last day of each Interest
      Period applicable to the Borrowing of which such Loan is a part and, in the
      case
      of a Eurocurrency Borrowing with an Interest Period of more than three months’
duration, each day that would have been an Interest Payment Date had successive
      Interest Periods of three months’ duration been applicable to such Borrowing
      and, in addition, the date of any refinancing or conversion of such Borrowing
      with or to a Borrowing of a different Type, (b) with respect to any ABR Loan,
      the last Business Day of each calendar quarter and (c) with respect to any
      Swingline Loan or Agent Advance, the last Business Day of each calendar month
      and on the Revolving Facility Maturity Date or, if earlier, on the date on
      which
      the Revolving Facility Commitments of all the Lenders shall be terminated as
      provided herein.

     

    “Interest
      Period”
shall
      mean, as to any Eurocurrency Borrowing, the period commencing on the date of
      such Borrowing or on the last day of the immediately preceding Interest Period
      applicable to such Borrowing, as applicable, and ending on the numerically
      corresponding day (or, if there is no numerically corresponding day, on the
      last
      day) in the calendar month that is 1, 2, 3 or 6 months thereafter (or 9 or
      12
      months, if at the time of the relevant Borrowing, all Lenders make interest
      periods of such length available), as the Borrowers may elect, or the date
      any
      Eurocurrency Borrowing is converted to an ABR Borrowing in accordance with
      Section 2.07 or repaid or prepaid in accordance with Section 2.09,
      2.10 or 2.11; provided,
      however,
      that if
      any Interest Period would end on a day other than a Business Day, such Interest
      Period shall be extended to the next succeeding Business Day unless such next
      succeeding Business Day would fall in the next calendar month, in which case
      such Interest Period shall end on the next preceding Business Day. Interest
      shall accrue from and including the first day of an Interest Period to but
      excluding the last day of such Interest Period.

     

    “Inventory”
means,
      with respect to a person, all of such person’s now owned and hereafter acquired
      inventory, as defined in the UCC, goods, and merchandise, wherever located,
      in
      each case to be furnished under any contract of service or held for sale or
      lease, all returned goods, raw materials, work-in-process, finished goods
      (including embedded software), other materials, and supplies of any kind,
      nature, or description which are used or consumed in such person’s business or
      used in connection with the packing, shipping, advertising, selling, or
      finishing of such goods, merchandise, and other property, and all documents
      of
      title or other documents representing them.

     

    


    
      
        
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    “Investment”
shall
      have the meaning assigned to such term in Section 6.04.

     

    “Issuing
      Bank”
shall
      mean Bank of America, Credit Suisse, Deutsche Bank AG New York Branch and each
      other Issuing Bank designated pursuant to Section 2.05(k), in each case in
      its capacity as an issuer of Letters of Credit hereunder, and its successors
      in
      such capacity as provided in Section 2.05(i). An Issuing Bank may, in its
      discretion, arrange for one or more Letters of Credit to be issued by Affiliates
      of such Issuing Bank, in which case the term “Issuing Bank” shall include any
      such Affiliate with respect to Letters of Credit issued by such
      Affiliate.

     

    “Issuing
      Bank Fees”
shall
      have the meaning assigned to such term in Section 2.12(b).

     

    “Joint
      Lead Arrangers”
shall
      mean Banc of America Securities LLC and Goldman Sachs Credit Partners L.P.,
      in
      their capacities as joint lead arrangers.

     

    “Judgment
      Currency”
shall
      have the meaning assigned to such term in Section 9.19.

     

    “Junior
      Financing”
shall
      have the meaning assigned to such term in Section 6.09(b).

     

    “L/C
      -
      BA Disbursement”
shall
      mean (i) a payment or disbursement made by an Issuing Bank pursuant to a Letter
      of Credit (other than an Acceptance Credit) or (ii) a payment of a Bankers’
Acceptance upon presentation.

     

    “L/C
      -
      BA Participation Fee”
shall
      have the meaning assigned such term in Section 2.12(b).

     

    “Lender”
shall
      mean each financial institution listed on Schedule 2.01,
      as well
      as any person that becomes a “Lender” hereunder pursuant to Section 9.04.
      For the avoidance of doubt, the term “Lender” includes the Swingline Lender and,
      with respect to any Agent Advances, the Administrative Agent.

     

    “Lender
      Default”
shall
      mean (i) the refusal (which has not been retracted) of a Lender to make
      available its portion of any Borrowing, to acquire participations in a Swingline
      Loan or Agent Advance pursuant to Section 2.04 or to fund its portion of
      any unreimbursed payment under Section 2.05(e), or (ii) a Lender having
      notified the Company and/or the Administrative Agent in writing that it does
      not
      intend to comply with its obligations under Section 2.04, 2.05 or
      2.06.

     

    “Lending
      Office”
shall
      mean, as to any Lender, the applicable branch, office or Affiliate of such
      Lender designated by such Lender to make Loans.

     

    “Letter
      of Credit”
shall
      mean any letter of credit and any bank guarantee issued pursuant to
      Section 2.05, including any Acceptance Credit and any Alternate Currency
      Letter of Credit. Each Existing Letter of Credit shall be deemed to constitute
      a
      Letter of Credit issued hereunder on the Closing Date for all purposes of the
      Loan Documents.

     

    


    
      
        
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    “Letter
      of Credit Commitment”
shall
      mean, with respect to each Issuing Bank, the commitment of such Issuing Bank
      to
      issue Letters of Credit pursuant to Section
      2.05.
      

     

    “Letter
      of Credit Sublimit”
shall
      mean the aggregate Letter of Credit Commitments of the Issuing Banks, in an
      amount not to exceed $100 million (or the equivalent thereof in an Alternate
      Currency).

     

    “LIBO
      Rate”
shall
      mean, with respect to any Eurocurrency Borrowing for any 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 Dollar deposits (for delivery on
      the
      first day of such Interest Period) with a term equivalent to such Interest
      Period; provided,
      that if
      such rate is not available at such time for any reason, then the “LIBO 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 for delivery
      on
      the first day of such Interest Period in same day funds in the approximate
      amount of the Eurocurrency Loan being made, continued or converted by Bank
      of
      America and with a term equivalent to such Interest Period would be offered
      by
      Bank of America’s London Branch to major banks in the London interbank
      eurodollar market at their request at approximately 11:00 a.m. (London time)
      two
      Business Days prior to the commencement of such Interest Period.

     

    “Lien”
shall
      mean, with respect to any asset, (a) any mortgage, deed of trust, lien,
      hypothecation, pledge, charge, security interest or similar encumbrance in
      or on
      such asset and (b) the interest of a vendor or a lessor under any conditional
      sale agreement, capital lease or title retention agreement (or any financing
      lease having substantially the same economic effect as any of the foregoing)
      relating to such asset, provided, that in no event shall an operating lease
      or
      an agreement to sell be deemed to constitute a Lien.

     

    “Loan
      Account”
shall
      mean the loan account of the Borrowers, which account shall be maintained by
      the
      Administrative Agent.

     

    “Loan
      Documents”
shall
      mean this Agreement, the Letters of Credit, the Security Documents, the
      Intercreditor Agreement, the Senior Lender Intercreditor Agreement and any
      Note
      issued under Section 2.09(e), and solely for the purposes of Sections 4.02
      and 7.01 hereof, the Fee Letter.

     

    “Loan
      Parties”
shall
      mean Holdings, the Borrowers and the Subsidiary Loan Parties.

     

    “Loans”
shall
      mean the Revolving Loans, the Swingline Loans and the Agent
      Advances.

     

    “Local
      Time”
shall
      mean New York City time.

     

    “Management
      Group”
means
      the group consisting of the directors, executive officers and other management
      personnel of the Company, Holdings and their Subsidiaries, as the case may
      be,
      on the Closing Date together with (a) any new directors whose election by
      such

     

    


    
      
        
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    boards
      of
      directors or whose nomination for election by the shareholders of the Company
      or
      Holdings, as the case may be, was approved by a vote of a majority of the
      directors of the Company or Holdings, as the case may be, then still in office
      who were either directors on the Closing Date or whose election or nomination
      was previously so approved and (b) executive officers and other management
      personnel of the Company or Holdings and their Subsidiaries, as the case may
      be,
      hired at a time when the directors on the Closing Date together with the
      directors so approved constituted a majority of the directors of the Company
      or
      Holdings, as the case may be.

     

    “Margin
      Stock”
shall
      have the meaning assigned to such term in Regulation U.

     

    “Material
      Adverse Effect”
shall
      mean a material adverse effect on the business, property, operations or
      condition of the Company and its Subsidiaries, taken as a whole, or the validity
      or enforceability of any of the material Loan Documents or the rights and
      remedies of the Administrative Agent and the Lenders thereunder.

     

    “Material
      Indebtedness”
shall
      mean Indebtedness (other than Loans and Letters of Credit) of any one or more
      of
      the Company or any Subsidiary in an aggregate principal amount exceeding $35
      million.

     

    “Material
      Subsidiary”
shall
      mean any Subsidiary other than an Immaterial Subsidiary.

     

    “Maximum
      Rate”
shall
      have the meaning assigned to such term in Section 9.09. 

     

    “Merger
      Agreement”
shall
      have the meaning assigned to such term in the recitals hereto.

     

    “Merger
      Documents”
shall
      mean the collective reference to the Merger Agreement, all material exhibits
      and
      schedules thereto and all agreements expressly contemplated
      thereby.

     

    “Moody’s”
shall
      mean Moody’s Investors Service, Inc.

     

    “Mortgaged
      Properties”
shall
      mean the Real Properties owned in fee by the Loan Parties that are set forth
      on
Schedule 1.01(c)
      and each
      additional Real Property encumbered by a Mortgage pursuant to
      Section 5.10.

     

    “Mortgages”
shall
      mean the mortgages, trust deeds, deeds of trust, deeds to secure debt,
      assignments of leases and rents, and other security documents delivered with
      respect to Mortgaged Properties, each in form and substance reasonably
      satisfactory to the Administrative Agent and the Company, as amended,
      supplemented or otherwise modified from time to time. For the avoidance of
      doubt, Mortgages may include mortgages delivered under the Existing Credit
      Agreement to the extent amended to be in a form otherwise satisfactory to the
      Administrative Agent.

     

    “Multiemployer
      Plan”
shall
      mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to
      which the Company, Holdings or any Subsidiary or any ERISA

     

    


    
      
        
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    Affiliate
      (other than one considered an ERISA Affiliate only pursuant to
      subsection (m) or (o) of Code Section 414) is making or accruing an
      obligation to make contributions, or has within any of the preceding six plan
      years made or accrued an obligation to make contributions.

     

    “Net
      Amount of Eligible Accounts”
means,
      at any time, the gross amount of Eligible Accounts less sales, excise, or
      similar taxes, and less returns, discounts, claims, credits, and allowances
      of
      any nature at any time issued, owing, granted, outstanding, available, or
      claimed (in each case without duplication, whether of the exclusionary criteria
      set forth in the definition of Eligible Accounts, of any Reserve, or
      otherwise).

     

    “Net
      Income”
shall
      mean, with respect to any person, the net income (loss) of such person,
      determined in accordance with GAAP and before any reduction in respect of
      preferred stock dividends.

     

    “Net
      Proceeds”
shall
      mean:

     

    (a) 100%
      of
      the cash proceeds actually received by the Company or any Subsidiary Loan Party
      (including any cash payments received by way of deferred payment of principal
      pursuant to a note or installment receivable or purchase price adjustment
      receivable or otherwise and including casualty insurance settlements and
      condemnation awards, but only as and when received) from any Asset Sale (other
      than those pursuant to Section 6.05(a), (b), (c), (d) (except as contemplated
      by
      Section 6.03(b)), (e), (f), (h), (i) or (j)), net of (i) attorneys’ fees,
      accountants’ fees, investment banking fees, survey costs, title insurance
      premiums, and related search and recording charges, transfer taxes, deed or
      mortgage recording taxes, required debt payments and required payments of other
      obligations relating to the applicable asset to the extent such debt or
      obligations are secured by a Lien permitted hereunder (other than pursuant
      to
      the Loan Documents or the Term Loan Documents) on such asset, other customary
      expenses and brokerage, consultant and other customary fees actually incurred
      in
      connection therewith, (ii) Taxes paid or payable as a result thereof, and (iii)
      the amount of any reasonable reserve established in accordance with GAAP against
      any adjustment to the sale price or any liabilities (other than any taxes
      deducted pursuant to clause (i) above) (x) related to any of the applicable
      assets and (y) retained by the Company or any of the Subsidiaries including,
      without limitation, pension and other post-employment benefit liabilities and
      liabilities related to environmental matters or against any indemnification
      obligations (however, the amount of any subsequent reduction of such reserve
      (other than in connection with a payment in respect of any such liability)
      shall
      be deemed to be Net Proceeds of such Asset Sale occurring on the date of such
      reduction); provided,
      that,
      if no Event of Default exists and the Company shall deliver a certificate of
      a
      Responsible Officer of the Company to the Administrative Agent promptly
      following receipt of any such proceeds setting forth the Company’s intention to
      use any portion of such proceeds, to acquire, maintain, develop, construct,
      improve, upgrade or repair assets useful in the business of the Company and
      the
      Subsidiaries or to make investments in Permitted Business Acquisitions, in
      each
      case within 15 months of such receipt, such portion of such proceeds shall
      not
      constitute Net Proceeds except to the extent not, within 15 months of such
      receipt, so used or contractually committed to be so used (it being

     

    


    
      
        
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    understood
      that if any portion of such proceeds are not so used within such 15-month period
      but within such 15-month period are contractually committed to be used, then
      upon the termination of such contract, such remaining portion shall constitute
      Net Proceeds as of the date of such termination or expiry without giving effect
      to this proviso); provided,
      further,
      that
      (A) no proceeds realized in a single transaction or series of related
      transactions shall constitute Net Proceeds unless such proceeds shall exceed
      $5.0 million, (B) no proceeds shall constitute Net Proceeds in any fiscal year
      until the aggregate amount of all such proceeds in such fiscal year shall exceed
      $10.0 million,
      (C) at any time during the 15-month period contemplated by the immediately
      preceding proviso above, if, on a Pro Forma Basis after giving effect to the
      Asset Sale and the application of the proceeds thereof, the Total Net First
      Lien
      Leverage Ratio is less than or equal to 2.00 to 1.00, up to $100 million of
      such
      proceeds shall not constitute Net Proceeds, and

     

    (b) 100%
      of
      the cash proceeds from the incurrence, issuance or sale by the Borrowers or
      any
      Subsidiary Loan Party of any Indebtedness (other than Excluded Indebtedness),
      net of all taxes and fees (including investment banking fees), commissions,
      costs and other expenses, in each case incurred in connection with such issuance
      or sale.

     

    For
      purposes of calculating the amount of Net Proceeds, fees, commissions and other
      costs and expenses payable to the Company or any Affiliate of the Company shall
      be disregarded, except for financial advisory fees customary in type and amount
      paid to Affiliates of the Funds and otherwise not prohibited from being paid
      hereunder.

     

    “New
      York Courts”
shall
      have the meaning assigned to such term in Section 9.15(a).

     

    “Newly
      Obligated Party”
means
      each person, if any, who becomes party to this Agreement as a Loan Party
      effective as of any date after the Closing Date.

     

    “Non-Consenting
      Lender”
shall
      have the meaning assigned to such term in Section 2.19(c).

     

    “Note”
shall
      have the meaning assigned to such term in Section 2.09(e).

     

    “Obligations”
shall
      mean all amounts owing to the Administrative Agent or any Lender pursuant to
      the
      terms of this Agreement or any other Loan Document.

     

    “Orderly
      Liquidation Value”
means
      an amount equal to the most recently determined Orderly Liquidation Value Factor
      multiplied by the book value of all Eligible Inventory of the Loan
      Parties.

     

    “Orderly
      Liquidation Value Factor”
means,
      with respect to Eligible Inventory of the Loan Parties, the net orderly
      liquidation value thereof (expressed as a percentage) as determined by an
      Acceptable Appraiser in accordance with Section 5.12; provided,
      that
      the Orderly Liquidation Value Factor as of the Closing Date shall be 75% until
      otherwise determined in accordance with Section 5.12.

     

    


    
      
        
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    “Original
      Agreement Date”
shall
      mean February 16, 2006 in respect of the subsidiaries of Covalence Holdings
      prior to the Closing Date, shall mean September 20, 2006 in respect of
      subsidiaries of Berry Holdings prior to the Closing Date, and shall mean the
      Closing Date in respect of subsidiaries of Holdings that were not subsidiaries
      of Covalence Holdings or Berry Holdings prior to the Closing Date.

     

    “Other
      Taxes”
shall
      mean any and all present or future stamp or documentary taxes or any other
      excise, transfer, sales, property, intangible, mortgage recording, or similar
      taxes, charges or levies arising from any payment made hereunder or from the
      execution, delivery or enforcement of, or otherwise with respect to, the Loan
      Documents, and any and all interest and penalties related thereto (but not
      Excluded Taxes).

     

    “Overdraft
      Line”
shall
      have the meaning assigned to such term in Section 6.01(w).

     

    “Parent
      Entity”
means
      any direct or indirect parent of Holdings. 

     

    “Participant”
shall
      have the meaning assigned to such term in Section 9.04(c)(i). 

     

    “Participating
      Member State”
means
      each state so described in any EMU Legislation.

     

    “Payment
      Account”
means
      each bank account established or maintained pursuant to Section
      5.15,
      to
      which the funds of the Borrowers and their Subsidiaries (including proceeds
      of
      Accounts and other Collateral) are deposited or credited, and which is
      maintained in the name of the Collateral Agent or any Loan Party, or any of
      them, as the Collateral Agent may determine, on terms acceptable to the
      Collateral Agent.

     

    “Pending
      Revolving Loans”
means,
      at any time, the aggregate principal amount of all Revolving Loans, Swingline
      Loans and Agent Advances requested in any Borrowing Request received by the
      Administrative Agent or otherwise which have not yet been advanced.

     

    “PBGC”
shall
      mean the Pension Benefit Guaranty Corporation referred to and defined in
      ERISA.

     

    “Perfection
      Certificate”
shall
      mean the Perfection Certificate with respect to Company and the other Loan
      Parties in a form reasonably satisfactory to the Administrative
      Agent.

     

    “Permitted
      Business Acquisition”
shall
      mean any acquisition of all or substantially all the assets of, or all the
      Equity Interests (other than directors’ qualifying shares) in, or merger or
      consolidation with, a person or division or line of business of a person (or
      any
      subsequent investment made in a person, division or line of business previously
      acquired in a Permitted Business Acquisition), if immediately after giving
      effect thereto: (i) no Event of Default shall have occurred and be continuing
      or
      would result therefrom; (ii) all transactions related thereto shall be
      consummated in accordance with applicable laws; (iii) with respect to any such
      acquisition or investment with a fair market value in excess of $20.0 million,
      the Company and its Subsidiaries shall be in Pro Forma Compliance after giving
      effect to such acquisition or

     

    


    
      
        
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    investment
      and any related transaction; (iv) any acquired or newly formed Subsidiary shall
      not be liable for any Indebtedness except for Indebtedness permitted by Section
      6.01; (v) to the extent required by Section 5.10, any person acquired in such
      acquisition, if acquired by a Borrower or a Domestic Subsidiary, shall be merged
      into a Borrower or a Subsidiary Loan Party or become upon consummation of such
      acquisition a Subsidiary Loan Party; and (vi) the aggregate amount of such
      acquisitions and investments in assets that are not owned by the Borrowers
      or
      Subsidiary Loan Parties or in Equity Interests in persons that are not
      Subsidiary Loan Parties or persons that do not become Subsidiary Loan Parties
      upon consummation of such acquisition shall not exceed the greater (x) 4.5%
      of
      Consolidated Total Assets as of the end of the fiscal quarter immediately prior
      to the date of such acquisition or investment for which financial statements
      have been delivered pursuant to Section 5.04 and (y) $150 million.

     

    “Permitted
      Cure Securities”
shall
      mean any equity securities of Holdings other than Disqualified Stock and upon
      which all dividends or distributions (if any) shall, prior to 91 days after
      the
      Revolving Facility Maturity Date, be payable solely in additional shares of
      such
      equity security.

     

    “Permitted
      Holder”
shall
      mean each of (i) the Funds and the Fund Affiliates, and (ii) the Management
      Group.

     

    “Permitted
      Investments”
shall
      mean: 

     

    (a)direct
      obligations of the United States of America or any member of the European Union
      or any agency thereof or obligations guaranteed by the United States of America
      or any member of the European Union or any agency thereof, in each case with
      maturities not exceeding two years;

     

    (b)time
      deposit accounts, certificates of deposit and money market deposits maturing
      within 180 days of the date of acquisition thereof issued by a bank or trust
      company that is organized under the laws of the United States of America, any
      state thereof or any foreign country recognized by the United States of America
      having capital, surplus and undivided profits in excess of $250 million and
      whose long-term debt, or whose parent holding company’s long-term debt, is rated
      A (or such similar equivalent rating or higher by at least one nationally
      recognized statistical rating organization (as defined in Rule 436 under
      the Securities Act));

     

    (c)repurchase
      obligations with a term of not more than 180 days for underlying securities
      of
      the types described in clause (a) above entered into with a bank meeting
      the qualifications described in clause (b) above;

     

    (d)commercial
      paper, maturing not more than one year after the date of acquisition, issued
      by
      a corporation (other than an Affiliate of any Borrower) organized and in
      existence under the laws of the United States of America or any foreign country
      recognized by the United States of America with a rating at the time as of
      which
      any investment therein is made of P-1 (or higher) according to Moody’s, or A-1
      (or higher) according to S&P;

     

    


    
      
        
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    (e)securities
      with maturities of two years or less from the date of acquisition issued or
      fully guaranteed by any State, commonwealth or territory of the United States
      of
      America, or by any political subdivision or taxing authority thereof, and rated
      at least A by S&P or A by Moody’s;

     

    (f)shares
      of
      mutual funds whose investment guidelines restrict 95% of such funds’ investments
      to those satisfying the provisions of clauses (a) through (e)
      above;

     

    (g)money
      market funds that (i) comply with the criteria set forth in Rule 2a-7 under
      the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by
      Moody’s and (iii) have portfolio assets of at least $5,000.0 million;
      and

     

    (h)time
      deposit accounts, certificates of deposit and money market deposits in an
      aggregate face amount not in excess of 0.5% of the total assets of the Company
      and the Subsidiaries, on a consolidated basis, as of the end of the Company’s
      most recently completed fiscal year; and

     

    (i)instruments
      equivalent to those referred to in clauses (a) through (h) above denominated
      in
      any foreign currency comparable in credit quality and tenor to those referred
      to
      above and commonly used by corporations for cash management purposes in any
      jurisdiction outside the United States to the extent reasonably required in
      connection with any business conducted by any Subsidiary organized in such
      jurisdiction.

     

    “Permitted
      Liens”
shall
      have the meaning assigned to such term in Section 6.02.

     

    “Permitted
      Refinancing Indebtedness”
shall
      mean any Indebtedness issued in exchange for, or the net proceeds of which
      are
      used to extend, refinance, renew, replace, defease or refund (collectively,
      to
“Refinance”),
      the
      Indebtedness being Refinanced (or previous refinancings thereof constituting
      Permitted Refinancing Indebtedness); provided,
      that
      (a) the principal amount (or accreted value, if applicable) of such Permitted
      Refinancing Indebtedness does not exceed the principal amount (or accreted
      value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued
      interest and premium thereon and underwriting discounts, fees, commissions
      and
      expenses), (b) except with respect to Section 6.01(i), the weighted average
      life
      to maturity of such Permitted Refinancing Indebtedness is greater than or equal
      to the earlier of (i) the weighted average life to maturity of the Indebtedness
      being Refinanced and (ii) 90 days after the Revolving Facility Maturity Date,
      (c) if the Indebtedness being Refinanced is subordinated in right of payment
      to
      the Obligations under this Agreement, such Permitted Refinancing Indebtedness
      shall be subordinated in right of payment to such Obligations on terms at least
      as favorable to the Lenders as those contained in the documentation governing
      the Indebtedness being Refinanced, (d) no Permitted Refinancing Indebtedness
      shall have different obligors, or greater guarantees or security, than the
      Indebtedness being Refinanced and (e) if the Indebtedness being Refinanced
      is
      secured by any collateral (whether equally and ratably with, or junior to,
      the
      Secured Parties or otherwise), such Permitted Refinancing Indebtedness may
      be
      secured by such collateral (including in respect of working capital facilities
      of Foreign Subsidiaries otherwise permitted under this Agreement only, any
      collateral pursuant to after-acquired property clauses to the extent any such
      collateral secured the Indebtedness being Refinanced) on terms no less favorable
      to the Secured Parties than those contained in the

     

    


    
      
        
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    documentation
      governing the Indebtedness being Refinanced; provided further,
      that
      with respect to a Refinancing of (x) the Senior Subordinated Notes or other
      subordinated Indebtedness permitted to be incurred herein, such Permitted
      Refinancing Indebtedness shall (i) be subordinated to the guarantee by Holdings
      and the Subsidiary Loan Parties of the Revolving Facility, and (ii) be otherwise
      on terms not materially less favorable to the Lenders than those contained
      in
      the documentation governing the Indebtedness being refinanced and (y) the Second
      Lien Notes, (i) the Liens, if any, securing such Permitted Refinancing
      Indebtedness shall be subject to an intercreditor agreement that is
      substantially consistent with and no less favorable to the Lenders in all
      material respects than the Intercreditor Agreement and (ii) such Permitted
      Refinancing Indebtedness shall be otherwise on terms not materially less
      favorable to the Lenders than those contained in the documentation governing
      the
      Indebtedness being Refinanced.

     

    “person”
shall
      mean any natural person, corporation, business trust, joint venture,
      association, company, partnership, limited liability company or government,
      individual or family trusts, or any agency or political subdivision
      thereof.

     

    “Plan”
shall
      mean any employee pension benefit plan, as such term is defined in Section
      3(2)
      of ERISA, (other than a Multiemployer Plan), (i) subject to the provisions
      of
      Title IV of ERISA, (ii) sponsored or maintained (at the time of determination
      or
      at any time within the five years prior thereto) by Holdings, the Company or
      any
      ERISA Affiliate, or (iii) in respect of which Holdings, the Company, any
      Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would
      under Section 4069 of ERISA be deemed to be) an “employer” as defined in
      Section 3(5) of ERISA.

     

    “Platform”
shall
      have the meaning assigned to such term in Section 9.17(b).

     

    “Pledged
      Collateral”
shall
      have the meaning assigned to such term in the Collateral Agreement.

     

    “Post-Closing
      Reports”
shall
      mean field exam reports and appraisals with respect to the Accounts and
      Inventory of the Loan Parties, in each case in form customary for financings
      similar to this Agreement.

     

    


    
      
        
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    “Pricing
      Grid”
shall
      mean, with respect to the Revolving Loans, the table set forth below:


     

    
      	
               

               

              Level

               

            	
              Quarterly
                Average Daily Availability

              (as
                a percentage of the Borrowing Base) 

            	
              Applicable
                Margin for ABR Loans

               

            	
              Applicable
                Margin for Eurocurrency Loans

               

            
	
              I

               

            	
              Less
                than or equal to 25%

               

            	
              0.00%

               

            	
              1.75%

               

            
	
              II

               

            	
              More
                than 25% but less than or equal to 50%

               

            	
              0.00%

               

            	
              1.50%

               

            
	
              III

               

            	
              More
                than 50% but less than or equal to 75%

               

            	
              0.00%

               

            	
              1.25%

               

            
	
              IV

               

            	
              More
                than 75%

               

            	
              0.00%

               

            	
              1.00%

               

            


    

    


     

    For
      the
      purposes of the Pricing Grid, changes in the Applicable Margin shall become
      effective on the first Business Day of each calendar quarter (to be effective
      from such date until changed pursuant to the Pricing Grid), and shall be
      determined in accordance with the Pricing Grid based on average daily
      Availability during the immediately preceding fiscal quarter. 

     

    “primary
      obligor”
shall
      have the meaning given such term in the definition of the term
“Guarantee.”

     

    “Primary
      Payment Account”
shall
      have the meaning assigned to such term in Section 5.15(a).

     

    “Pro
      Forma Adjusted EBITDA”
shall
      have the meaning assigned to such term in Section 3.05.

     

    “Pro
      Forma Basis”
shall
      mean, as to any person, for any events as described below that occur subsequent
      to the commencement of a period for which the financial effect of such events
      is
      being calculated, and giving effect to the events for which such calculation
      is
      being made, such calculation as will give pro forma effect to such events as
      if
      such events occurred on the first day of the four consecutive fiscal quarter
      period ended on or before the occurrence of such event (the “Reference
      Period”):
      (i)
      in making any determination of EBITDA, effect shall be given to any Asset Sale,
      any acquisition (or any similar transaction or transactions not otherwise
      permitted under Section 6.04 or 6.05 that require a waiver or consent of the
      Required Lenders and such waiver or consent has been obtained), any dividend,
      distribution or other similar payment, any designation of any Subsidiary as
      an
      Unrestricted Subsidiary and any Subsidiary Redesignation, the Initial Pro Forma
      Adjustment for the quarters ending March 2006,

     

    


    
      
        
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    June
      2006, September 2006, and December 2006, and any restructurings of the business
      of the Company or any of its Subsidiaries that are expected to have a continuing
      impact and are factually supportable, which would include cost savings resulting
      from head count reduction, closure of facilities and similar operational and
      other cost savings, which adjustments the Company determines are reasonable
      as
      set forth in a certificate of a Financial Officer of the Company (the foregoing,
      together with any transactions related thereto or in connection therewith,
      the
“relevant
      transactions”),
      in
      each case that occurred during the Reference Period (or, in the case of
      determinations made pursuant to the definition of the term “Permitted Business
      Acquisition” or pursuant to Sections, 6.01(r), 6.02(u) or 6.06(e), occurring
      during the Reference Period or thereafter and through and including the date
      upon which the respective Permitted Business Acquisition or incurrence of
      Indebtedness or Liens, Asset Sale, or dividend is consummated), (ii) in making
      any determination on a Pro Forma Basis, (x) all Indebtedness (including
      Indebtedness issued, incurred or assumed as a result of, or to finance, any
      relevant transactions and for which the financial effect is being calculated,
      whether incurred under this Agreement or otherwise, but excluding normal
      fluctuations in revolving Indebtedness incurred for working capital purposes,
      in
      each case not to finance any acquisition) issued, incurred, assumed or
      permanently repaid during the Reference Period (or, in the case of
      determinations made pursuant to the definition of the term “Permitted Business
      Acquisition” or pursuant to Sections 6.01(r), 6.02(u) or 6.06(e), occurring
      during the Reference Period or thereafter and through and including the date
      upon which the respective Permitted Business Acquisition or incurrence of
      Indebtedness or Liens, Asset Sale, or dividend is consummated) shall be deemed
      to have been issued, incurred, assumed or permanently repaid at the beginning
      of
      such period and (y) Interest Expense of such person attributable to interest
      on
      any Indebtedness, for which pro forma effect is being given as provided in
      preceding clause (x) (A) bearing floating interest rates shall be computed
      on a
      pro forma basis as if the rate in effect on the date of such calculation had
      been the applicable rate for the entire period (taking into account any Hedging
      Obligations applicable to such Indebtedness if such Hedging Obligation has
      a
      remaining term in excess of 12 months), and (B) in respect of a Capital Lease
      Obligation shall be deemed to accrue at an interest rate reasonably determined
      by a responsible financial or accounting officer of the Company to be the rate
      of interest implicit in such Capital Lease Obligation in accordance with GAAP;
      and (iii) (A) any Subsidiary Redesignation then being designated, effect shall
      be given to such Subsidiary Redesignation and all other Subsidiary
      Redesignations after the first day of the relevant Reference Period and on
      or
      prior to the date of the respective Subsidiary Redesignation then being
      designated, collectively, and (B) any designation of a Subsidiary as an
      Unrestricted Subsidiary, effect shall be given to such designation and all
      other
      designations of Subsidiaries as Unrestricted Subsidiaries after the first day
      of
      the relevant Reference Period and on or prior to the date of the then applicable
      designation of a Subsidiary as an Unrestricted Subsidiary,
      collectively.

     

    Calculations
      made pursuant to the definition of the term “Pro Forma Basis” shall be
      determined in good faith by a Responsible Officer of the Company and may include
      adjustments to reflect (1) operating expense reductions and other operating
      improvements or synergies reasonably expected to result from such relevant
      transaction, which adjustments are reasonably anticipated by the Company to
      be
      realizable in connection with such relevant transaction (or any similar
      transaction or transactions made in compliance with this Agreement or that
      require a waiver or consent of the Required Lenders), and are estimated on
      a
      good faith basis by the Company, and (2) all adjustments reflected in the Pro
      Forma Financial Statements

     

    


    
      
        
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    and
      Pro
      Forma Adjusted EBITDA to the extent such adjustments, without duplication,
      continue to be applicable. The Company shall deliver to the Administrative
      Agent
      a certificate of a Financial Officer of the Company setting forth such
      demonstrable or additional operating expense reductions and other operating
      improvements or synergies and information and calculations supporting them
      in
      reasonable detail.

     

    “Pro
      Forma Compliance”
shall
      mean, at any date of determination, that (a) either (i) the Availability is
      equal to or greater than $100 million immediately before and after giving effect
      to the relevant transactions (including the assumption, issuance, incurrence
      and
      repayment of Indebtedness), or (ii)(A) the Company and its Subsidiaries shall
      be
      in compliance, on a Pro Forma Basis after giving effect on a Pro Forma Basis
      to
      the relevant transactions, with an ABL Fixed Charge Coverage Ratio of at least
      1:00 to 1:00 recomputed as at the last day of the most recently ended fiscal
      quarter of the Company and its Subsidiaries for which the financial statements
      and certificates required pursuant to Section 5.04 have been delivered, and
      (B)
      the Availability on a Pro Forma Basis is at least $60 million immediately before
      and after giving effect to the relevant transactions; and (b) and the Borrowers
      shall have delivered to the Administrative Agent a certificate of a Responsible
      Officer of the Borrowers to such effect, together with all relevant financial
      information.

     

    “Pro
      Forma Financial Statements”
shall
      have the meaning assigned to such term in Section 3.05(a).

     

    “Pro
      Rata Share”
means,
      with respect to a Lender, a fraction (expressed as a percentage), the numerator
      of which is the amount of such Lender’s Revolving Facility Commitment and the
      denominator of which is the sum of the amounts of all of the Lenders’ Revolving
      Facility Commitments, or if no Revolving Facility Commitments are outstanding,
      a
      fraction (expressed as a percentage), the numerator of which is the principal
      amount of Obligations owed to such Lender and the denominator of which is the
      aggregate principal amount of the Obligations owed to the Lenders, in each
      case
      giving effect to a Lender’s participation in Swingline Loans and Agent
      Advances.

     

    “Projections”
shall
      mean the projections of Holdings, the Company and the Subsidiaries included
      in
      the Information Memorandum and any other projections and any forward-looking
      statements (including statements with respect to booked business) of such
      entities furnished to the Lenders or the Administrative Agent by or on behalf
      of
      Holdings, the Company or any of the Subsidiaries prior to the Closing
      Date.

     

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

     

    “Public
      Lender”
shall
      have the meaning assigned to such term in Section 9.17.

    


    
      
        
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    “Qualified
      CFC Holding Company”
shall
      mean a Wholly Owned Subsidiary of the Company that is a limited liability
      company, that (a)
      is in
      compliance with Section 6.12 and (b) the primary asset of which consists of
      Equity Interests in either (i) a Foreign Subsidiary or (ii) a limited liability
      company that is in compliance with Section 6.12 and the primary asset of which
      consists of Equity Interests in a Foreign Subsidiary.

    


    “Qualified
      Equity Interests”
means
      any Equity Interest other than Disqualified Stock.

     

    “Qualified
      IPO”
shall
      mean an underwritten public offering of the Equity Interests of Holdings (or
      any
      Parent Entity) which generates cash proceeds of at least $50
      million.

     

    “Real
      Property”
means,
      collectively, all right, title and interest (including any leasehold estate)
      in
      and to any and all parcels of or interests in real property owned in fee or
      leased by any Loan Party, together with, in each case, all easements,
      hereditaments and appurtenances relating thereto, all improvements and
      appurtenant fixtures incidental to the ownership or lease thereof.

     

    “Reasonable
      Credit Judgment”
means
      reasonable credit judgment in accordance with customary business practices
      for
      comparable asset-based lending transactions and as it relates to the
      establishment of Reserves or the adjustment or imposition of exclusionary
      criteria shall require that, (x) such establishment, adjustment or imposition
      after the Closing Date be based on the analysis of facts or events relating
      to
      the Accounts, Inventory or other components of the Borrowing Base first
      occurring or first discovered by the Administrative Agent after the Closing
      Date
      or that are materially different from facts or events occurring or known to
      the
      Administrative Agent on the Closing Date, (y) the contributing factors to the
      imposition of any Reserve shall not duplicate (i) the exclusionary criteria
      set
      forth in definitions of “Eligible Accounts” and “Eligible Inventory”, as
      applicable (and vice versa) or (ii) any reserves deducted in computing book
      value and (z) the amount of any such Reserve so established or the effect of
      any
      adjustment or imposition of exclusionary criteria be a reasonable quantification
      of the incremental dilution of the Borrowing Base attributable to such
      contributing factors.

     

    “Reference
      Period”
shall
      have the meaning assigned to such term in the definition of the term “Pro Forma
      Basis.”

     

    “Refinance”
shall
      have the meaning assigned to such term in the definition of the term “Permitted
      Refinancing Indebtedness,” and “Refinanced”
shall
      have a meaning correlative thereto.

     

    “Refinancing”
shall
      have the meaning set forth in the recitals hereto.

     

    “Register”
shall
      have the meaning assigned to such term in Section 9.04(b).

     

    “Regulation
      U”
shall
      mean Regulation U of the Board as from time to time in effect and all official
      rulings and interpretations thereunder or thereof.

     

    “Regulation
      X”
shall
      mean Regulation X of the Board as from time to time in effect and all official
      rulings and interpretations thereunder or thereof.

     

    


    
      
        
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    “Related
      Fund”
shall
      mean, with respect to any Lender that is a fund that invests in bank or
      commercial loans and similar extensions of credit, any other fund that invests
      in bank or commercial loans and similar extensions of credit and is advised
      or
      managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity
      (or
      an Affiliate of such entity) that administers, advises or manages such
      Lender.

     

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

     

    “Related
      Sections”
shall
      have the meaning assigned to such term in Section 6.04.

     

    “Release”
shall
      mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying,
      discharging, injecting, escaping, leaching, dumping, disposing, depositing,
      emanating or migrating in, into, onto or through the environment.

     

    “relevant
      transactions”
shall
      have the meaning assigned to such term in the definition of “Pro Forma Basis” in
      this Section 1.01.

     

    “Remaining
      Present Value”
shall
      mean, as of any date with respect to any lease, the present value as of such
      date of the scheduled future lease payments with respect to such lease,
      determined with a discount rate equal to a market rate of interest for such
      lease reasonably determined at the time such lease was entered
      into.

     

    “Report”
shall
      have the meaning assigned to such term in Section 8.12(a).

     

    “Reportable
      Event”
shall
      mean any reportable event as defined in Section 4043(c) of ERISA or the
      regulations issued thereunder, other than those events as to which the 30-day
      notice period referred to in Section 4043(c) of ERISA has been waived, with
      respect to a Plan (other than a Plan maintained by an ERISA Affiliate that
      is
      considered an ERISA Affiliate only pursuant to subsection (m) or (o) of
      Section 414 of the Code).

     

    “Required
      Lenders”
shall
      mean, at any time, Lenders whose Pro Rata Shares aggregate more than fifty
      percent (50%). The Pro Rata Share of any Defaulting Lender shall be disregarded
      in determining Required Lenders at any time.

     

    “Required
      Percentage”
shall
      mean, with respect to an Excess Cash Flow Period (or Excess Cash Flow Interim
      Period), 50%; provided,
      that
      (a) if the Total Net First Lien Leverage Ratio at the end of the Applicable
      Period (or Excess Cash Flow Interim Period) is greater than 1.50 to 1.00 but
      less than or equal to 2.00 to 1.00, such percentage shall be 25%, and
      (b) if the Total Net First Lien Leverage Ratio at the end of the Applicable
      Period (or Excess Cash Flow Interim Period) is less than or equal to 1.50 to
      1.00, such percentage shall be 0%.

     

    “Requirement
      of Law”
means,
      as to any person, any law (statutory or common), treaty, rule, or regulation
      or
      determination of an arbitrator or of a Governmental Authority, in each case
      applicable to or binding upon the person or any of its property or to which
      the
      person or any of its property is subject.

     

    


    
      
        
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    “Reserves”
means
      such reserves against the Borrowing Base that the Administrative Agent has,
      in
      the exercise of its Reasonable Credit Judgment, established from time to time
      upon at least seven Business Days’ notice to the Company.

     

    “Responsible
      Officer”
of
      any
      person shall mean any executive officer or Financial Officer of such person
      and
      any other officer or similar official thereof responsible for the administration
      of the obligations of such person in respect of this Agreement.

     

    “Retained
      Excess Cash Flow Overfunding”
shall
      mean, at any time, in respect of any Excess Cash Flow Interim Period as to
      which
      the corresponding Excess Cash Flow Period has ended at such time, a portion
      of
      the cumulative Excess Cash Flow for such Excess Cash Flow Interim Period equal
      to the amount, if any, by which the Retained Percentage of Excess Cash Flow
      for
      such Excess Cash Flow Interim Period exceeds the Retained Percentage of Excess
      Cash Flow for such corresponding Excess Cash Flow Period.

     

    “Retained
      Percentage”
shall
      mean, with respect to any Excess Cash Flow Period (or Excess Cash Flow Interim
      Period), (a) 100% minus (b) the Required Percentage with respect to such Excess
      Cash Flow Period (or Excess Cash Flow Interim Period).

     

    “Revaluation
      Date”
means,
      with respect to any Alternate Currency Letter of Credit, each of the following:
      (i) each date of issuance of an Alternate Currency Letter of Credit,
      (ii) each date of an amendment of an Alternate Currency Letter of Credit
      having the effect of increasing the amount thereof, (iii) each date of any
      payment by the Issuing Bank under an Alternate Currency Letter of Credit, and
      (iv) such additional dates as the Administrative Agent or the Issuing Bank
      shall
      determine or the Required Lenders shall require.

     

    “Revolving
      Facility”
shall
      mean the Revolving Facility Commitments (including any Incremental Revolving
      Facility Commitments) and the extensions of credit made hereunder by the
      Revolving Lenders.

     

    “Revolving
      Facility Borrowing”
shall
      mean a Borrowing comprised of Revolving Loans.

     

    “Revolving
      Facility Commitment”
shall
      mean, with respect to each Revolving Lender, the commitment of such Revolving
      Lender to make Revolving Loans pursuant to Section 2.01, expressed as an
      amount representing the maximum aggregate permitted amount of such Revolving
      Lender’s Revolving Facility Credit Exposure hereunder, as such commitment may be
      (a) reduced from time to time pursuant to Section 2.08, (b) reduced or
      increased from time to time pursuant to assignments by or to such Lender under
      Section 9.04, and (c) increased or provided under Section 2.21. The initial
      amount of each Lender’s Revolving Facility Commitment is set forth on
Schedule
      2.01,
      or in
      the Assignment and Acceptance or Incremental Assumption Agreement pursuant
      to
      which such Lender shall have assumed its Revolving Facility Commitment (or
      Incremental Revolving Facility Commitment), as applicable. The initial aggregate
      amount of the Lenders’ Revolving Facility Commitments prior to any Incremental
      Revolving Facility Commitments) is $400 million.

     

    “Revolving
      Facility Credit Exposure”
shall
      mean, at any time, the sum of (a) the aggregate principal amount of the
      Revolving Loans outstanding at such time, (b) the aggregate

     

    


    
      
        
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    amount
      of
      Pending Revolving Loans, (c) the Swingline Exposure and Agent Advance Exposure
      at such time and (d) the Revolving L/C - BA Exposure at such time. The Revolving
      Facility Credit Exposure of any Revolving Lender at any time shall be the
      product of (x) such Revolving Lender’s Pro Rata Share and (y) the aggregate
      Revolving Facility Credit Exposure of all Revolving Lenders, collectively,
      at
      such time.

     

    “Revolving
      Facility Maturity Date”
shall
      mean April 3, 2013.

     

    “Revolving
      Lender”
shall
      mean a Lender (including an Incremental Revolving Lender) with a Revolving
      Facility Commitment or with outstanding Revolving Loans.

     

    “Revolving
      Loan”
shall
      mean a Loan made by a Revolving Lender pursuant to
      Section 2.01.

     

    “Revolving
      L/C - BA Exposure”
shall
      mean at any time the sum of (a) the aggregate undrawn amount of all Letters
      of
      Credit outstanding at such time (calculated, in the case of Alternate Currency
      Letters of Credit, based on the Dollar Equivalent thereof), (b) the sum of
      the
      maximum aggregate amount that is, or at any time thereafter may become, payable
      by the Issuing Banks under all then outstanding Bankers’ Acceptances
      (calculated, in the case of Alternate Currency Letters of Credit, based on
      the
      Dollar Equivalent thereof) and (c) the aggregate principal amount of all L/C
      -
      BA Disbursements that have not yet been reimbursed at such time (calculated,
      in
      the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent
      thereof). The Revolving L/C - BA Exposure of any Revolving Lender at any time
      shall mean its Pro Rata Share of the aggregate Revolving L/C - BA Exposure
      at
      such time. For all purposes of this Agreement, if on any date of determination
      a
      Letter of Credit has expired by its terms but any amount may still be drawn
      thereunder by reason of the operation of Rule 3.14 of the International Standby
      Practices (ISP98), such Letter of Credit shall be deemed to be “outstanding” in
      the amount so remaining available to be drawn. Unless otherwise specified
      herein, the amount of a Letter of Credit at any time shall be deemed to be
      the
      stated amount of such Letter of Credit in effect at such time; provided,
      that
      with respect to any Letter of Credit that, by its terms or the terms of any
      document related thereto, provides for one or more automatic increases in the
      stated amount thereof, the amount of such Letter of Credit shall be deemed
      to be
      the maximum stated amount of such Letter of Credit after giving effect to all
      such increases, whether or not such maximum stated amount is in effect at such
      time.

     

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

     

    “Sale
      and Lease-Back Transaction”
shall
      have the meaning assigned to such term in Section 6.03.

     

    “SEC”
shall
      mean the Securities and Exchange Commission or any successor
      thereto.

     

    “Second
      Lien Fixed Rate Notes”
shall
      mean the 87⁄8% Second Priority Senior Secured Notes due 2014, issued by the
      Company pursuant to the Second Lien Notes Indenture and any notes issued in
      exchange for, and as contemplated by, the Second Lien Fixed Rate Notes and
      the
      related registration rights agreement with substantially identical terms as
      the
      Second Lien Fixed Rate Notes.

     

    


    
      
        
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    “Second
      Lien Floating Rate Notes”
shall
      mean the floating rate Second Priority Senior Secured Notes due 2014, issued
      pursuant to the Second Lien Notes Indenture and any notes issued by the Borrower
      in exchange for, and as contemplated by, the Second Lien Floating Rate Notes
      and
      the related registration rights agreement with substantially identical terms
      as
      the Second Lien Floating Rate Notes.

     

    “Second
      Lien Note Documents”
shall
      mean the Second Lien Notes, the Second Lien Notes Indenture and the Second
      Lien
      Security Documents.

     

    “Second
      Lien Notes”
shall
      mean the Second Lien Fixed Rate Notes and the Second Lien Floating Rate
      Notes.

     

    “Second
      Lien Notes Indenture”
shall
      mean the Indenture dated as of September
      20,
      2006
      among Berry and certain of its subsidiaries party thereto and the trustee named
      therein from time to time, as in effect on the Closing Date and as amended,
      restated, supplemented or otherwise modified from time to time in accordance
      with the requirements thereof and of this Agreement.

     

    “Second
      Lien Security Documents”
shall
      mean the “Security Documents” as defined in the Second Lien Notes
      Indenture.

     

    “Secured
      Parties”
shall
      mean the “Secured Parties” as defined in the Collateral Agreement.

     

    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended.

     

    “Security
      Documents”
shall
      mean the Mortgages, the Collateral Agreement, the Foreign Pledge Agreements
      and
      each of the security agreements and other instruments and documents executed
      and
      delivered pursuant to any of the foregoing or pursuant to
      Section 5.10.

     

    “Senior
      Lender Intercreditor Agreement”
shall
      mean the Amended and Restated Senior Lender Priority and Intercreditor Agreement
      dated as of the date hereof, as amended, supplemented or otherwise modified
      from
      time to time, among Holdings, the Borrowers, the Subsidiary Loan Parties, each
      Subsidiary that becomes a party thereto after the date hereof, the Collateral
      Agent, the Administrative Agent, the “Administrative Agent” under the Term Loan
      Credit Agreement and the “Collateral Agent” under the Term Loan Credit
      Agreement. 

     

    “Senior
      Subordinated Note Documents”
shall
      mean the Covalence Senior Subordinated Note Documents and the Berry Senior
      Subordinated Note Documents.

     

    “Senior
      Subordinated Notes”
shall
      mean the Covalence Senior Subordinated Notes and the Berry Senior Subordinated
      Notes.

     

    “Senior
      Subordinated Notes Indentures”
shall
      mean the Covalence Senior Subordinated Notes Indenture and the Berry Senior
      Subordinated Notes Indenture.

     

    “Settlement”
and
      “Settlement
      Date”
have
      the meanings specified in Section 2.04(e).

     

    


    
      
        
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    “Specified
      Default”
shall
      mean the occurrence of any Event of Default specified in Sections 7.01(b),
      (c),
      (h) or (i).

     

    “Spot
      Rate”
for
      a
      currency means the rate determined by the Administrative Agent or the Issuing
      Bank, as applicable, to be the rate quoted by the person acting in such capacity
      as the spot rate for the purchase by such person of such currency with another
      currency through its principal foreign exchange trading office at approximately
      11:00 a.m. on the date three Business Days prior to the date as of which the
      foreign exchange computation is made or if such rate cannot be computed as
      of
      such date such other rate as the Administrative Agent or the Issuing Bank shall
      reasonably determine is appropriate under the circumstances; provided
      that the
      Administrative Agent or the Issuing Bank may obtain such spot rate from another
      financial institution designated by the Administrative Agent or the Issuing
      Bank
      if the person acting in such capacity does not have as of the date of
      determination a spot buying rate for any such currency; and provided
      further
      that the Issuing Bank may use such spot rate quoted on the date as of which
      the
      foreign exchange computation is made in the case of any Letter of Credit
      denominated in an Alternate Currency.

     

    “Statutory
      Reserves”
shall
      mean, with respect to any currency, any reserve, liquid asset or similar
      requirements established by any Governmental Authority of the United States
      of
      America or of the jurisdiction of such currency or any jurisdiction in which
      Loans in such currency are made to which banks in such jurisdiction are subject
      for any category of deposits or liabilities customarily used to fund loans
      in
      such currency or by reference to which interest rates applicable to Loans in
      such currency are determined.

     

    “Subagent”
shall
      have the meaning assigned to such term in Section 8.02.

     

    “Subordinated
      Intercompany Debt”
shall
      have the meaning assigned to such term in Section 6.01(e).

     

    “subsidiary”
shall
      mean, with respect to any person (herein referred to as the “parent”), any
      corporation, partnership, association or other business entity (a) of which
      securities or other ownership interests representing more than 50% of the equity
      or more than 50% of the ordinary voting power or more than 50% of the general
      partnership interests are, at the time any determination is being made, directly
      or indirectly, owned, Controlled or held, or (b) that is, at the time any
      determination is made, otherwise Controlled, by the parent or one or more
      subsidiaries of the parent or by the parent and one or more subsidiaries of
      the
      parent.

     

    “Subsidiary”
shall
      mean, unless the context otherwise requires, a subsidiary of the Company.
      Notwithstanding the foregoing (and except for purposes of Sections 3.09, 3.13,
      3.15, 3.16, 5.03, 5.09 and 7.01(k), and the definition of Unrestricted
      Subsidiary contained herein), an Unrestricted Subsidiary shall be deemed not
      to
      be a Subsidiary of the Company or any of its Subsidiaries for purposes of this
      Agreement.

     

    “Subsidiary
      Loan Party”
shall
      mean (a) each Domestic Subsidiary of the Company on the Closing Date and (b)
      each Domestic Subsidiary of the Company that becomes, or is required to become,
      a party to the Collateral Agreement, the Intercreditor Agreement and the Senior
      Lender Intercreditor Agreement after the Closing Date. 

     

    


    
      
        
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    “Subsidiary
      Redesignation”
shall
      have the meaning provided in the definition of “Unrestricted Subsidiary”
contained in this Section 1.01.

     

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

     

    “Swingline
      Borrowing”
shall
      mean a Borrowing comprised of Swingline Loans.

     

    “Swingline
      Borrowing Request”
shall
      mean a request by a Borrower substantially in the form of Exhibit C-2.

     

    “Swingline
      Commitment”
shall
      mean, with respect to the Swingline Lender, the commitment of the Swingline
      Lender to make Swingline Loans pursuant to Section 2.04. The aggregate
      amount of the Swingline Commitments on the Closing Date is $25
      million.

     

    “Swingline
      Exposure”
shall
      mean at any time the aggregate principal amount of all outstanding Swingline
      Borrowings at such time. The Swingline Exposure of any Revolving Lender at
      any
      time shall mean its Pro Rata Share of the aggregate Swingline Exposure at such
      time.

     

    “Swingline
      Lender”
shall
      mean Bank of America in its capacity as a lender of Swingline
      Loans.

     

    “Swingline
      Loans”
shall
      mean the swingline loans made to the Borrowers pursuant to
      Section 2.04.

     

    “Syndication
      Agent”
shall
      have the meaning assigned to such term in the introductory paragraph of this
      Agreement.

     

    “Taxes”
shall
      mean any and all present or future taxes, levies, imposts, duties (including
      stamp duties), deductions, withholdings or similar charges (including
ad
      valorem
      charges)
      imposed by any Governmental Authority and any and all interest and penalties
      related thereto.

     

    “Term
      Facility Collateral Agent”
shall
      have the meaning assigned to such term in the Senior Lender Intercreditor
      Agreement.

     

    “Term
      Loans”
shall
      mean loans made pursuant to and in accordance with the Term Loan Credit
      Agreement.

     

    “Term
      Loan Credit Agreement”
shall
      mean the Second Amended and Restated Term Loan Credit Agreement, dated as of
      the
      date hereof among Holdings, the Company, the

     

    


    
      
        
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    lenders
      and agents party thereto and Credit Suisse, as administrative agent and
      collateral agent for such lenders, as amended, restated, supplemented, waived,
      replaced, restructured, repaid, refunded, refinanced or otherwise modified
      from
      time to time, including any agreement or indenture extending the maturity
      thereof, refinancing, replacing or otherwise restructuring all or any portion
      of
      the Indebtedness under such agreement or agreements or indenture or indentures
      or increasing the amount loaned thereunder or altering the maturity
      thereof.

     

    “Term
      Loan Documents”
shall
      mean the “Loan Documents” as defined in the Term Loan Credit Agreement.


     

    “Term
      Loan Obligations”
shall
      mean the “Obligations” as defined in the Term Loan Credit Agreement.


     

    “Term
      Loan Secured Parties”
shall
      have the meaning assigned to such term in the Senior Lender Intercreditor
      Agreement.

     

    “Test
      Period”
shall
      mean, on any date of determination, the period of four consecutive fiscal
      quarters of the Company then most recently ended (taken as one accounting
      period).

     

    “Threshold
      Amount”
means
      10% of the lesser of (i) the Revolving Facility Commitments and (ii) the
      Borrowing Base, in each case as of any date of determination.

     

    “Total
      Net First Lien Leverage Ratio”
means,
      on any date, the ratio of (a) First Lien Debt as of such date to (b) EBITDA
      for
      the period of four consecutive fiscal quarters of the Company most recently
      ended as of such date, all determined on a consolidated basis in accordance
      with
      GAAP; provided,
      that
      EBITDA shall be determined for the relevant Test Period on a Pro Forma
      Basis.

     

    “Transaction
      Documents”
shall
      mean the Loan Documents, the Term Loan Credit Agreement and the “Loan Documents”
as defined therein and the Merger Documents.

     

    “Transaction
      Expenses”
means
      any fees or expenses incurred or paid by the Funds or Fund Affiliates, Holdings,
      the Company (or any direct or indirect parent of the Company) or any of its
      Subsidiaries in connection with the Transactions, this Agreement and the other
      Loan Documents (including expenses in connection with Swap Agreements) and
      the
      transactions contemplated hereby and thereby.

     

    “Transactions”
shall
      mean, collectively, the transactions to occur pursuant to the Transaction
      Documents, including (a) the consummation of the Business Combination; (b)
      the
      execution and delivery of the Loan Documents, the creation or continuation
      of
      the Liens pursuant to the Security Documents, and the initial borrowings
      hereunder; (c) the Refinancing; and (d) the payment of all Transaction
      Expenses.

     

    “Type”
shall
      mean, when used in respect of any Loan or Borrowing, the Rate by reference
      to
      which interest on such Loan or on the Loans comprising such Borrowing
      is

     

    


    
      
        
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    determined.
      For purposes hereof, the term “Rate”
shall
      include the Adjusted LIBO Rate and the ABR.

     

    “UFCA”
shall
      have the meaning assigned to such term in Section 9.22.

     

    “UFTA”
shall
      have the meaning assigned to such term in Section 9.22.

     

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

     

    “Uniform
      Commercial Code”
or
      “UCC”
means
      the Uniform Commercial Code as the same may from time to time be in effect
      in
      the State of New York or the Uniform Commercial Code (or similar code or
      statute) of another jurisdiction, to the extent it may be required to apply
      to
      any item or items of Collateral.

     

    “Unrestricted
      Cash”
shall
      mean domestic cash or cash equivalents of the Company or any of its Subsidiaries
      that would not appear as “restricted” on a consolidated balance sheet of the
      Company or any of its Subsidiaries.

     

    “Unrestricted
      Subsidiary”
shall
      mean (i) any subsidiary of the Company identified on Schedule
      1.01(i)
      and (ii)
      any subsidiary of the Company that is acquired or created after the Closing
      Date
      and designated by the Company as an Unrestricted Subsidiary hereunder by written
      notice to the Administrative Agent; provided,
      that
      the Company shall only be permitted to so designate a new Unrestricted
      Subsidiary after the Closing Date and so long as (a) no Default or Event of
      Default has occurred and is continuing or would result therefrom, (b) such
      Unrestricted Subsidiary shall be capitalized (to the extent capitalized by
      the
      Company or any of its Subsidiaries) through Investments as permitted by, and
      in
      compliance with, Section 6.04(j), and any prior or concurrent Investments
      in such Subsidiary by the Company or any of its Subsidiaries shall be deemed
      to
      have been made under Section 6.04(j), (c) without duplication of clause
      (b), any assets owned by such Unrestricted Subsidiary at the time of the initial
      designation thereof shall be treated as Investments pursuant to
      Section 6.04(j),
      and (d)
      such Subsidiary shall have been designated an “unrestricted subsidiary” (or
      otherwise not be subject to the covenants and defaults) under the Second Lien
      Notes Indenture, the Senior Subordinated Notes Indentures, any other
      Indebtedness permitted to be incurred hereby and all Permitted Refinancing
      Indebtedness in respect of any of the foregoing and all Disqualified
      Stock;
      provided,
      further,
      that at
      the time of the initial Investment by the Company or any of its Subsidiaries
      in
      such Subsidiary, the Company shall designate such entity as an Unrestricted
      Subsidiary in a written notice to the Administrative Agent. The Company may
      designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this
      Agreement (each, a “Subsidiary
      Redesignation”);
      provided,
      that
      (i) such Unrestricted Subsidiary, both before and after giving effect to such
      designation, shall be a Wholly Owned Subsidiary of the Company, (ii) no Default
      or Event of Default has occurred and is continuing or would result therefrom,
      (iii) all representations and warranties contained herein and in the other
      Loan
      Documents shall be true and correct in all material respects with the same
      effect as though such representations and warranties had been made on and as
      of
      the date of such Subsidiary Redesignation (both before and after giving effect
      thereto), unless stated to

     

    


    
      
        
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    relate
      to
      a specific earlier date, in which case such representations and warranties
      shall
      be true and correct in all material respects as of such earlier date, and (iv)
      the Company shall have delivered to the Administrative Agent an officer’s
      certificate executed by a Responsible Officer of the Company, certifying to
      the
      best of such officer’s knowledge, compliance with the requirements of preceding
      clauses (i) through (iii), inclusive. 

     

    “Wholly
      Owned Subsidiary”
of
      any
      person shall mean a subsidiary of such person, all of the Equity Interests
      of
      which (other than directors’ qualifying shares or nominee or other similar
      shares required pursuant to applicable law) are owned by such person or another
      Wholly Owned Subsidiary of such person.

     

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

     

    “Working
      Capital”
shall
      mean, with respect to the Company and the Subsidiaries on a consolidated basis
      at any date of determination, Current Assets at such date of determination
      minus
      Current
      Liabilities at such date of determination; provided,
      that,
      for purposes of calculating Excess Cash Flow, increases or decreases in Working
      Capital shall be calculated without regard to any changes in Current Assets
      or
      Current Liabilities as a result of (a) any reclassification in accordance with
      GAAP of assets or liabilities, as applicable, between current and noncurrent
      or
      (b) the effects of purchase accounting.

     

    SECTION
      1.02. Terms
      Generally.
      The
      definitions set forth or referred to in Section 1.01 shall apply equally to
      both 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.” All references herein to
      Articles, Sections, Exhibits and Schedules shall be deemed references to
      Articles and Sections of, and Exhibits and Schedules to, this Agreement unless
      the context shall otherwise require. Except as otherwise expressly provided
      herein, any reference in this Agreement to any Loan Document shall mean such
      document as amended, restated, supplemented or otherwise modified from time
      to
      time. Except as otherwise expressly provided herein, all terms of an accounting
      or financial nature shall be construed in accordance with GAAP, as in effect
      from time to time; provided,
      that,
      if the Company notifies the Administrative Agent that the Company requests
      an
      amendment to any provision hereof to eliminate the effect of any change
      occurring after the Closing Date in GAAP or in the application thereof on the
      operation of such provision (or if the Administrative Agent notifies the Company
      that the Required Lenders request an amendment to any provision hereof for
      such
      purpose), regardless of whether any such notice is given before or after such
      change in GAAP or in the application thereof, then such provision shall be
      interpreted on the basis of GAAP as in effect and applied immediately before
      such change shall have become effective until such notice shall have been
      withdrawn or such provision amended in accordance herewith.

     

    SECTION
      1.03. Effectuation
      of Transactions.
      Each of
      the representations and warranties of Holdings and the Borrowers contained
      in
      this Agreement (and all corresponding definitions) are made after giving effect
      to the Transactions, unless the context otherwise requires.

     

    


    
      
        
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    SECTION
      1.04. Exchange
      Rates; Currency Equivalents. i)
      The
      Administrative Agent shall determine the Spot Rate as of each Revaluation Date
      to be used for calculating Dollar Equivalent amounts of Alternate Currency
      Letters of Credit. Such Spot Rate shall become effective as of such Revaluation
      Date and shall be the Spot Rate employed in converting any amounts between
      the
      Dollars and each Alternate Currency until the next Revaluation Date to occur.
      Except for purposes of financial statements delivered by Loan Parties hereunder
      or calculating financial covenants hereunder or except as otherwise provided
      herein, the applicable amount of any currency (other than Dollars) for purposes
      of the Loan Documents shall be such Dollar Equivalent amount as so determined
      by
      the Administrative Agent. No Default or Event of Default shall arise as a result
      of any limitation or threshold set forth in U.S. Dollars in Article VI or
      paragraph (f) or (j) of Section 7.01 being exceeded solely as a result of
      changes in currency exchange rates from those rates applicable on the first
      day
      of the fiscal quarter in which such determination occurs or in respect of which
      such determination is being made.

     

    (b) Wherever
      in this Agreement in connection with an Alternate Currency Letter of Credit,
      an
      amount, such as a required minimum or multiple amount, is expressed in Dollars,
      such amount shall be the Dollar Equivalent of such Dollar amount (rounded to
      the
      nearest unit of such Alternate Currency, with 0.5 of a unit being rounded
      upward), as determined by the Administrative Agent.

     

     

     

    
      
         

      

      
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      SECTION
        1.05. Senior
        Debt.
        The
        Obligations constitute (a) “First-Lien Indebtedness” pursuant to, and as defined
        in, the Intercreditor Agreement, (b) “Senior Debt” and “Designated Senior Debt”
pursuant to, and as defined in, the Senior Subordinated Notes Indentures,
        and
        (c) “First-Priority Lien Obligations” pursuant to, and as defined in, the Second
        Lien Notes Indenture. This Agreement is a “Credit Agreement” for purposes of the
        Subordinated Indentures and the Second Lien Notes Indenture.

    

    ARTICLE
      II

     

     

    


     

     

    The
      Credits

     

    SECTION
      2.01. Commitments.
      Subject
      to the terms and conditions set forth herein, each Lender agrees to make
      Revolving Loans to the Borrowers from time to time during the Availability
      Period in an aggregate principal amount that will not result in (i) such
      Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent
      with respect to Agent Advances) exceeding such Lender’s Revolving Facility
      Commitment (or, if less, prior to delivery to the Administrative Agent of the
      Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the
      Revolving Facility Credit Exposure exceeding the total Revolving Facility
      Commitments or, until delivery of the Post-Closing Reports to the Administrative
      Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure
      exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders,
      however, in their unanimous discretion, may elect to make Revolving Loans or
      issue or arrange to have issued Letters of Credit in excess of the Availability
      on one or more occasions, but if they do so, neither the Administrative Agent
      nor the Lenders shall be deemed thereby to have changed the limits of the
      Borrowing Base or to be obligated to exceed such limits on any other occasion.
      If the Revolving Facility Credit Exposure

     

    


     

    


    exceeds
      the Borrowing Base, the Lenders may refuse to make or otherwise restrict the
      making of Revolving Loans and the issuance of Letters of Credit as the Lenders
      determine until such excess has been eliminated, subject to the Administrative
      Agent’s authority, in its sole discretion, to make Agent Advances pursuant to
      the terms of Section 2.04(d). Within the foregoing limits and subject to the
      terms and conditions set forth herein, the Borrowers may borrow, prepay and
      reborrow Revolving Loans.

     

    SECTION
      2.02. Loans
      and Borrowings.
      ii)
      Each
      Revolving Loan shall be made as part of a Borrowing consisting of Loans under
      the Revolving Facility and of the same Type made by the Lenders ratably in
      accordance with their respective Commitments under the Revolving Facility (or,
      in the case of Swingline Loans, in accordance with their respective Swingline
      Commitments); provided,
      however,
      that
      Revolving Loans shall be made by the Revolving Lenders ratably in accordance
      with their respective Pro Rata Shares on the date such Loans are made hereunder.
      The failure of any Lender to make any Loan required to be made by it shall
      not
      relieve any other Lender of its obligations hereunder; provided,
      that
      the Commitments of the Lenders are several and no Lender shall be responsible
      for any other Lender’s failure to make Loans as required.

     

    (b) Subject
      to Section 2.14, each Borrowing (other than a Swingline Borrowing and
      excluding Agent Advances) shall be comprised entirely of ABR Loans or
      Eurocurrency Loans as the Borrowers may request in accordance herewith. Each
      Swingline Borrowing shall be an ABR Borrowing. Each Lender at its option may
      make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch
      or Affiliate of such Lender to make such Loan; provided,
      that
      any exercise of such option shall not affect the obligation of the Borrowers
      to
      repay such Loan in accordance with the terms of this Agreement and such Lender
      shall not be entitled to any amounts payable under Section 2.15 or 2.17
      solely in respect of increased costs resulting from such exercise and existing
      at the time of such exercise.

     

    (c) At
      the
      commencement of each Interest Period for any Eurocurrency Revolving Facility
      Borrowing, such Borrowing shall be in an aggregate amount that is an integral
      multiple of the Borrowing Multiple and not less than the Borrowing Minimum. At
      the time that each ABR Revolving Facility Borrowing is made, such Borrowing
      shall be in an aggregate amount that is an integral multiple of the Borrowing
      Multiple and not less than the Borrowing Minimum; provided,
      that an
      ABR Revolving Facility Borrowing may be in an aggregate amount that is equal
      to
      the entire unused balance of the Revolving Facility Commitments or that is
      required to finance the reimbursement of an L/C - BA Disbursement as
      contemplated by Section 2.05(e). Each Swingline Borrowing shall be in an
      amount that is an integral multiple of the Borrowing Multiple and not less
      than
      the Borrowing Minimum. Borrowings of more than one Type and under more than
      one
      Facility may be outstanding at the same time; provided,
      that
      there shall not at any time be more than a total of 10 Eurocurrency Borrowings
      outstanding under the Revolving Facility.

     

    (d) Notwithstanding
      any other provision of this Agreement, no Borrower shall be entitled to request,
      or to elect to convert or continue, any Borrowing if the Interest Period
      requested with respect thereto would end after the Revolving Facility Maturity
      Date.

     

    


    
      
        
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    SECTION
      2.03. Requests
      for Borrowings.
      To
      request a Revolving Facility Borrowing, a Borrower shall notify the
      Administrative Agent of such request by telephone (a) in the case of a
      Eurocurrency Borrowing, not later than 12:00 p.m., Local Time, three Business
      Days before the date of the proposed Borrowing or (b) in the case of an ABR
      Borrowing, not later than 12:00 noon, Local Time, one Business Day before the
      date of the proposed Borrowing; provided,
      that
      any such notice of an ABR Revolving Facility Borrowing to finance the
      reimbursement of an L/C - BA Disbursement as contemplated by
      Section 2.05(e) may be given not later than 10:00 a.m., Local Time, on the
      date of the proposed Borrowing. Each such telephonic Borrowing Request shall
      be
      irrevocable and shall be confirmed promptly by hand delivery or telecopy to
      the
      Administrative Agent of a written Borrowing Request in a form approved by the
      Administrative Agent and signed by such Borrower. Each such telephonic and
      written Borrowing Request shall specify the following information in compliance
      with Section 2.02:

     

    (i) the
      aggregate amount of the requested Borrowing;

     

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

     

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

     

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

     

    (v) the
      location and number of the Borrower’s account to which funds are to be
      disbursed.

     

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

     

    SECTION
      2.04. Swingline
      Loans and Agent Advances.
      iii)
      Subject
      to the terms and conditions set forth herein, the Swingline Lender agrees to
      make Swingline Loans to the Borrowers from time to time during the Availability
      Period, in an aggregate principal amount at any time outstanding that will
      not
      result in (i) the aggregate principal amount of outstanding Swingline Loans
      exceeding the Swingline Commitment or (ii) the Revolving Facility Credit
      Exposure exceeding the Borrowing Base; provided,
      that
      the Swingline Lender shall not be required to make a Swingline Loan to refinance
      an outstanding Swingline Borrowing. Within the foregoing limits and subject
      to
      the terms and conditions set forth herein, the Borrowers may borrow, prepay
      and
      reborrow Swingline Loans.

     

    (b) To
      request a Swingline Borrowing, the Borrowers shall notify the Administrative
      Agent and the Swingline Lender of such request by telephone (confirmed by
      a

     

    


    
      
        
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    Swingline
      Borrowing Request by telecopy), not later than 1:00 p.m., Local Time, on the
      day
      of a proposed Swingline Borrowing. Each such notice and Swingline Borrowing
      Request shall be irrevocable and shall specify (i) the requested date (which
      shall be a Business Day) and (ii) the amount of the requested Swingline
      Borrowing. The Swingline Lender shall consult with the Administrative Agent
      as
      to whether the making of the Swingline Loan is in accordance with the terms
      of
      this Agreement prior to the Swingline Lender funding such Swingline Loan. The
      Swingline Lender shall make each Swingline Loan in accordance with
      Section 2.02(a) on the proposed date thereof by wire transfer of
      immediately available funds by 3:00 p.m., Local Time, to the account of such
      Borrower (or, in the case of a Swingline Borrowing made to finance the
      reimbursement of an L/C - BA Disbursement as provided in Section 2.05(e),
      by remittance to the applicable Issuing Bank).

     

    (c) The
      Swingline Lender may by written notice given to the Administrative Agent not
      later than 10:00 a.m., Local Time, on any Business Day require the Revolving
      Lenders to acquire participations on such Business Day in all or a portion
      of
      the outstanding Swingline Loans made by it. Such notice shall specify the
      aggregate amount of such Swingline Loans in which the Revolving Lenders will
      participate. Promptly upon receipt of such notice, the Administrative Agent
      will
      give notice thereof to each such Lender, specifying in such notice such Lender’s
      Revolving Lender’s Pro Rata Share of such Swingline Loan or Loans. Each
      Revolving Lender hereby absolutely and unconditionally agrees, upon receipt
      of
      notice as provided above, to pay to the Administrative Agent for the account
      of
      the Swingline Lender, such Revolving Lender’s Pro Rata Share of such Swingline
      Loan or Loans. Each Revolving Lender acknowledges and agrees that its respective
      obligation to acquire participations in Swingline Loans pursuant to this
      paragraph is absolute and unconditional and shall not be affected by any
      circumstance whatsoever, including the occurrence and continuance of a Default
      or reduction or termination of the Commitments, and that each such payment
      shall
      be made without any offset, abatement, withholding or reduction whatsoever.
      Each
      Revolving Lender shall comply with its obligation under this paragraph by wire
      transfer of immediately available funds, in the same manner as provided in
      Section 2.06 with respect to Loans made by such Revolving Lender (and
      Section 2.06 shall apply, mutatis
      mutandis,
      to the
      payment obligations of the Lenders), and the Administrative Agent shall promptly
      pay to the Swingline Lender the amounts so received by it from the Revolving
      Lenders. The Administrative Agent shall notify the Borrowers of any
      participations in any Swingline Loan acquired pursuant to this
      paragraph (c), and thereafter payments in respect of such Swingline Loan
      shall be made to the Administrative Agent and not to the Swingline Lender.
      Any
      amounts received by the Swingline Lender from the Borrowers (or other party
      on
      behalf of such Borrowers) in respect of a Swingline Loan after receipt by the
      Swingline Lender of the proceeds of a sale of participations therein shall
      be
      promptly remitted to the Administrative Agent; any such amounts received by
      the
      Administrative Agent shall be promptly remitted by the Administrative Agent
      to
      the Revolving Lenders that shall have made their payments pursuant to this
      paragraph and to the Swingline Lender, as their interests may
      appear; provided,
      that
      any such payment so remitted shall be repaid to the Swingline Lender or to
      the
      Administrative Agent, as applicable, if and to the extent such payment is
      required to be refunded to the applicable Borrower for any reason. The purchase
      of participations in a Swingline Loan pursuant to this paragraph shall not
      relieve the Borrowers of any default in the payment thereof.

     

    


    
      
        
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    (d) Subject
      to the limitations set forth in the provisos contained in this Section 2.04(d),
      the
      Administrative Agent is hereby authorized by the Borrowers and the Lenders,
      from
      time to time in the Administrative Agent’s sole discretion, (i) after the
      occurrence of a Default or an Event of Default, or (ii) at any time that any
      of
      the other applicable conditions precedent set forth in Article
      IV
      have not
      been satisfied, to make advances to or for the account of any Borrower on behalf
      of the Lenders which the Administrative Agent, in its reasonable business
      judgment, deems necessary or desirable (A) to preserve or protect the
      Collateral, or any portion thereof, (B) to enhance the likelihood of, or
      maximize the amount of, repayment of the Revolving Loans and other Obligations,
      or (C) to pay any other amount chargeable to the Borrowers pursuant to the
      terms
      of this Agreement, including costs, fees, and expenses as described in Section
      9.05(a) (any of the advances described in this Section
      2.04(d)
      being
      hereinafter referred to as “Agent
      Advances”);
      provided
      that (1)
      the Revolving Facility Credit Exposure after giving effect to any Agent Advance
      shall not exceed the Revolving Facility Commitments and (2) Agent Advances
      outstanding and unpaid at no time will exceed $30 million in the aggregate,
      and
provided further
      that the
      Required Lenders may at any time revoke the Administrative Agent’s authorization
      contained in this Section
      2.04(d)
      to make
      Agent Advances, any such revocation to be in writing and to become effective
      prospectively upon the Administrative Agent’s receipt thereof. The Agent
      Advances shall be repayable on demand and secured by the Collateral Agent’s
      Liens in and to the Collateral, shall constitute Obligations hereunder, and
      shall bear interest at the rate applicable to Revolving Loans from time to
      time.
      The Administrative Agent shall notify each Lender in writing of each Agent
      Advance; provided
      that any
      delay or failure of the Administrative Agent in providing any such notice to
      any
      Lender shall not result in any liability or constitute the breach of any duty
      or
      obligation of the Administrative Agent hereunder.

     

    (e) The
      Administrative Agent, the Swingline Lender and the Lenders agree (which
      agreement shall not be for the benefit of or enforceable by the Borrowers)
      that
      in order to facilitate the administration of this Agreement and the other Loan
      Documents, settlement among them as to the Revolving Loans and the Swingline
      Loans and the Agent Advances shall take place on a periodic basis in accordance
      with the following provisions:

     

    (i) The
      Administrative Agent shall request settlement (a “Settlement”)
      with
      the Lenders on at least a weekly basis, or on a more frequent basis if so
      determined by the Administrative Agent, (A) on behalf of the Swingline Lender,
      with respect to each outstanding Swingline Loan, (B) for itself, with respect
      to
      each Agent Advance, and (C) with respect to collections received, in each
      case, by notifying the Lenders of such requested Settlement by telecopy,
      telephone, or other similar form of transmission, of such requested Settlement,
      no later than 12:00 noon, Local Time, on the date of such requested Settlement
      (the “Settlement
      Date”).
      Each
      Lender (other than the Swingline Lender, in the case of Swingline Loans, and
      the
      Administrative Agent, in the case of Agent Advances) shall make the amount
      of
      such Lender’s Pro Rata Share of the outstanding principal amount of the
      Swingline Loans and Agent Advances with respect to which Settlement is requested
      available to the Administrative Agent, to such account of the Administrative
      Agent as the Administrative Agent may designate, not later than 3:00 p.m.,
      Local
      Time, on the Settlement Date applicable thereto, which may occur before or
      after
      the occurrence or during the continuation of a Default or an Event of Default
      and whether or not the applicable conditions precedent set forth in Article
      IV
      have then been

     

    


    
      
        
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    satisfied.
      Such amounts made available to the Administrative Agent shall be applied against
      the amounts of the applicable Swingline Loan or Agent Advance and, together
      with
      the portion of such Swingline Loan or Agent Advance representing the Swingline
      Lender’s or Administrative Agent’s Pro Rata Share thereof, shall constitute
      Revolving Loans of the Revolving Lenders. If any such amount is not made
      available to the Administrative Agent by any Revolving Lender on the Settlement
      Date applicable thereto, the Administrative Agent shall, on behalf of the
      Swingline Lender with respect to each outstanding Swingline Loan and for itself
      with respect to each Agent Advance, be entitled to recover such amount on demand
      from such Revolving Lender together with interest thereon at the Federal Funds
      Effective Rate for the first three days from and after the Settlement Date
      and
      thereafter at the interest rate then applicable to ABR Revolving
      Loans.

     

    (ii) Notwithstanding
      the foregoing, not more than one Business Day after demand is made by the
      Administrative Agent (whether before or after the occurrence of a Default or
      an
      Event of Default and regardless of whether the Administrative Agent has
      requested a Settlement with respect to a Swingline Loan or Agent Advance),
      each
      Revolving Lender (A) shall irrevocably and unconditionally purchase and receive
      from the Swingline Lender or the Administrative Agent, as the case may be,
      without recourse or warranty, an undivided interest and participation in such
      Swingline Loan or Agent Advance equal to such Revolving Lender’s Pro Rata Share
      of such Swingline Loan or Agent Advance and (B) if Settlement has not previously
      occurred with respect to such Swingline Loans or Agent Advances, upon demand
      by
      the Swingline Lender or the Administrative Agent, as the case may be, shall
      pay
      to the Swingline Lender or Administrative Agent, as applicable, as the purchase
      price of such participation an amount equal to one-hundred percent (100%) of
      such Revolving Lender’s Pro Rata Share of such Swingline Loans or Agent
      Advances. If such amount is not in fact made available to the Administrative
      Agent by any Lender, the Administrative Agent shall be entitled to recover
      such
      amount on demand from such Lender together with interest thereon at the Federal
      Funds Effective Rate for the first three days from and after such demand and
      thereafter at the Interest Rate then applicable to ABR Revolving
      Loans.

     

    (iii) From
      and
      after the date, if any, on which any Lender purchases an undivided interest
      and
      participation in any Swingline Loan or Agent Advance pursuant to clause (ii)
      preceding, the Administrative Agent shall promptly distribute to such Revolving
      Lender such Revolving Lender’s Pro Rata Share of all payments of principal and
      interest and all proceeds of Collateral received by the Administrative Agent
      in
      respect of such Swingline Loan or Agent Advance.

     

    (iv) Between
      Settlement Dates, to the extent no Agent Advances are outstanding, the
      Administrative Agent may pay over to the Swingline Lender any payments received
      by the Administrative Agent, which in accordance with the terms of this
      Agreement would be applied to the reduction of the Revolving Loans, for
      application to the Swingline Lender’s Revolving Loans or Swingline Loans. If, as
      of any Settlement Date, collections received since the then immediately
      preceding Settlement Date have been applied to the Swingline Lender’s Revolving
      Loans, the Swingline Lender shall pay to the Administrative Agent for the
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    outstanding
      Revolving Loans of such Lenders, an amount such that each Lender shall, upon
      receipt of such amount, have, as of such Settlement Date, its Pro Rata Share
      of
      the Revolving Loans. During the period between Settlement Dates, the Swingline
      Lender with respect to Swingline Loans, the Administrative Agent with respect
      to
      Agent Advances, and each Revolving Lender with respect to the Revolving Loans,
      shall be entitled to interest at the applicable rate or rates payable under
      this
      Agreement on the actual average daily amount of funds employed by the Swingline
      Lender, the Administrative Agent and the Revolving Lenders.

     

    SECTION
      2.05. Letters
      of Credit.
      iv)
      General.
      Subject to the terms and conditions set forth herein, any Borrower may request
      the issuance of Letters of Credit for its own account in a form reasonably
      acceptable to the applicable Issuing Bank, at any time and from time to time
      during the Availability Period and prior to the date that is five Business
      Days
      prior to the Revolving Facility Maturity Date. 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 (including any
      Acceptance Documents) submitted by a Borrower to, or entered into by a Borrower
      with, an Issuing Bank relating to any Letter of Credit, the terms and conditions
      of this Agreement shall control. Each Existing Letter of Credit and Existing
      Bankers’ Acceptance shall be deemed to be a Letter of Credit or Bankers’
Acceptance, as applicable, under this Facility and each Lender that is an issuer
      of an Existing Letter of Credit or Existing Bankers’ Acceptance shall be deemed
      to be an Issuing Bank with respect to such Existing Letter of Credit or Existing
      Bankers’ Acceptance, as applicable, and shall have all rights of an Issuing Bank
      hereunder (but shall have no obligation extend or renew any Existing Letter
      of
      Credit or Existing Bankers’ Acceptance or to issue additional Letters of Credit
      or Bankers’ Acceptances) until such Existing Letter of Credit or Existing
      Bankers’ Acceptance, as applicable, has been terminated.

     

    (b) Notice
      of Issuance,
      Amendment,
      Renewal,
      Extension: Certain Conditions.
      To
      request the issuance of a Letter of Credit (or the amendment, renewal (other
      than an automatic extension in accordance with paragraph (c) of this Section)
      or
      extension of an outstanding Letter of Credit), a Borrower shall hand deliver
      or
      telecopy (or transmit by electronic communication, if arrangements for doing
      so
      have been approved by the applicable Issuing Bank) to the applicable Issuing
      Bank and the Administrative Agent (three Business Days in advance of the
      requested date of issuance, amendment or extension or such shorter period as
      the
      Administrative Agent and the Issuing Bank in their sole discretion may agree)
      a
      notice requesting the issuance of a Letter of Credit, or identifying the Letter
      of Credit to be amended or extended, and specifying the date of issuance,
      amendment or extension (which shall be a Business Day), the date on which such
      Letter of Credit and, in the case of an Acceptance Credit, all Bankers’
Acceptances created thereunder are to expire (which shall comply with
      paragraph (c) of this Section), the amount and currency (which may be
      Dollars or an Alternate Currency) of such Letter of Credit, the name and address
      of the beneficiary thereof and such other information as shall be necessary
      to
      issue, amend or extend such Letter of Credit (including whether such Letter
      of
      Credit is an Acceptance Credit). If requested by the applicable Issuing Bank,
      such Borrower also shall submit a letter of credit application on such Issuing
      Bank’s standard form in connection with any request for a Letter of Credit. A
      Letter of Credit shall be issued, amended or extended only if (and upon
      issuance, amendment or extension of each Letter of Credit such Borrower shall
      be
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    such
      issuance, amendment or extension (i) the Revolving L/C - BA Exposure shall
      not
      exceed the Letter of Credit Sublimit, (ii) the Revolving Facility Credit
      Exposure shall not exceed the Borrowing Base and (iii) in the case of any
      Acceptance Credit, the creation of any related Bankers’ Acceptances would not
      cause the applicable Issuing Bank to exceed the maximum amount of outstanding
      bankers’ acceptances permitted by applicable law.

     

    (c) Expiration
      Date.
      Each
      Letter of Credit shall expire (and in the case of an Acceptance Credit, shall
      provide that all Bankers’ Acceptances created thereunder (which shall in no
      event have a maturity of less than 30 or more than 120 days after creation
      thereof) shall expire) at or prior to the close of business on the earlier
      of
      (i) the date one year (unless otherwise agreed upon by the Administrative Agent
      and the Issuing Bank in their sole discretion) after the date of the issuance
      of
      such Letter of Credit (or, in the case of any extension thereof, one year
      (unless otherwise agreed upon by the Administrative Agent and the Issuing Bank
      in their sole discretion) after such renewal or extension) and (ii) the date
      that is three Business Days prior to the Revolving Facility Maturity
      Date; provided,
      that
      any Letter of Credit with one year tenor may provide for automatic extension
      thereof for additional one year periods (which, in no event, shall extend beyond
      the date referred to in clause (ii) of this paragraph (c)) so long as such
      Letter of Credit permits the Issuing Bank to prevent any such extension at
      least
      once in each twelve-month period (commencing with the date of issuance of such
      Letter of Credit) by giving prior notice to the beneficiary thereof not later
      than five days in each such twelve-month period to be agreed upon at the time
      such Letter of Credit is issued; provided,
      further,
      that if
      the Issuing Bank and the Administrative Agent each consent in their sole
      discretion, the expiration date on any Letter of Credit (or, in the case of
      an
      Acceptance Credit, any Bankers’ Acceptances thereunder) may extend beyond the
      date referred to in clause (ii) above, provided that, if any such Letter of
      Credit is outstanding or is issued after the date that is 30 days prior to
      the
      Revolving Facility Maturity Date the Borrowers shall provide cash collateral
      pursuant to documentation reasonably satisfactory to the Administrative Agent
      and the relevant Issuing Bank in an amount equal to 105% of the face amount
      of
      each such Letter of Credit on or prior to the date that is 30 days prior to
      the
      Revolving Facility Maturity Date or, if later, such date of
      issuance.

     

    (d) Participations.
      By the
      issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing
      the amount thereof) or the creation of a Bankers’ Acceptance in respect of an
      Acceptance Credit, and without any further action on the part of the applicable
      Issuing Bank or the Revolving Lenders, such Issuing Bank hereby grants to each
      Revolving Lender, and each Revolving Lender hereby acquires from such Issuing
      Bank, a participation in such Letter of Credit or Bankers’ Acceptance equal to
      such Revolving Lender’s Pro Rata Share of the aggregate amount available to be
      drawn under such Letter of Credit or the aggregate amount of such Bankers’
Acceptance (calculated, in the case of Alternate Currency Letters of Credit,
      based on the Dollar Equivalent thereof). In consideration and in furtherance
      of
      the foregoing, each Revolving Lender hereby absolutely and unconditionally
      agrees to pay to the Administrative Agent, for the account of the applicable
      Issuing Bank, in Dollars, such Revolving Lender’s Pro Rata Share of each L/C -
      BA Disbursement made by such Issuing Bank and not reimbursed by the Borrowers
      on
      the date due as provided in paragraph (e) of this Section, or of any
      reimbursement payment required to be refunded to the Borrowers for any reason
      (calculated, in the case of any Alternate Currency Letter of Credit, based
      on
      the Dollar Equivalent thereof). Each Revolving Lender acknowledges and agrees
      that its obligation to acquire participations pursuant to this paragraph in
      respect of Letters of Credit is absolute and unconditional and
      shall

     

    


    
      
        
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    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 reduction or termination of the Commitments, and that each such payment
      shall
      be made without any offset, abatement, withholding or reduction
      whatsoever.

     

    (e) Reimbursement.
      If the
      applicable Issuing Bank shall make any L/C - BA Disbursement in respect of
      a
      Letter of Credit or Bankers’ Acceptance, the Borrowers shall reimburse such L/C
      - BA Disbursement by paying to the Administrative Agent an amount in Dollars
      equal to such L/C - BA Disbursement (or, in the case of an Alternate Currency
      Letter of Credit, the Dollar Equivalent thereof) not later than 2:00 p.m.,
      Local
      Time, on the third Business Day after the Borrowers receives notice under
      paragraph (g) of this Section of such L/C - BA Disbursement, together
      with accrued interest thereon from the date of such L/C - BA Disbursement at
      the
      rate applicable to ABR Loans; provided,
      that
      the Borrowers may, subject to the conditions to borrowing set forth herein,
      request in accordance with Section 2.03 or 2.04 that such payment be
      financed with an ABR Revolving Facility Borrowing or a Swingline Borrowing,
      as
      applicable, in an equivalent amount and, to the extent so financed, the
      Borrowers’ obligation to make such payment shall be discharged and replaced by
      the resulting ABR Revolving Facility Borrowing or Swingline Borrowing. If the
      Borrowers fail to reimburse any L/C - BA Disbursement when due, then the
      Administrative Agent shall promptly notify the applicable Issuing Bank and
      each
      other Revolving Lender of the applicable L/C - BA Disbursement, the payment
      then
      due from the Borrowers in respect thereof and, in the case of a Revolving
      Lender, such Lender’s Pro Rata Share thereof. Promptly following receipt of such
      notice, each Revolving Lender shall pay to the Administrative Agent in Dollars
      its Pro Rata Share of the payment then due from the Borrowers in the same manner
      as provided in Section 2.06 with respect to Loans made by such Lender (and
      Section 2.06 shall apply, mutatis mutandis,
      to the
      payment obligations of the Revolving Lenders), and the Administrative Agent
      shall promptly pay to the applicable Issuing Bank the amounts so received by
      it
      from the Revolving Lenders. Promptly following receipt by the Administrative
      Agent of any payment from the Borrowers pursuant to this paragraph, the
      Administrative Agent shall distribute such payment to the applicable Issuing
      Bank or, to the extent that Revolving Lenders have made payments pursuant to
      this paragraph to reimburse such Issuing Bank, then to such Lenders and such
      Issuing Bank as their interests may appear. Any payment made by a Revolving
      Lender pursuant to this paragraph to reimburse an Issuing Bank for any L/C
      - BA
      Disbursement (other than the funding of an ABR Revolving Loan or a Swingline
      Borrowing as contemplated above) shall not constitute a Loan and shall not
      relieve the Borrowers of their obligation to reimburse such L/C - BA
      Disbursement.

     

    (f) Obligations
      Absolute.
      The
      obligation of the Borrowers to reimburse L/C - BA Disbursements as provided
      in
      paragraph (e) of this Section 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, any Bankers’
Acceptance or this Agreement, or any term or provision therein, (ii) any draft
      or other document presented under a Letter of Credit or Bankers’ Acceptance
      proving to be forged, fraudulent or invalid in any respect or any statement
      therein being untrue or inaccurate in any respect, (iii) payment by the
      applicable Issuing Bank under a Letter of Credit or Bankers’ Acceptance against
      presentation of a draft or other document that does not comply with the terms
      of
      such Letter of Credit or Bankers’ Acceptance

     

    


    
      
        
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    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, constitute a
      legal or equitable discharge of, or provide a right of setoff against, the
      Borrowers’ obligations hereunder. Neither the Administrative Agent, the Lenders
      nor any Issuing Bank, nor 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 Bankers’ Acceptance 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 or Bankers’ Acceptance (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 such Issuing
      Bank, or any of the circumstances referred to in clauses (i), (ii) or (iii)
      of the first sentence; provided,
      that
      the foregoing shall not be construed to excuse the applicable Issuing Bank
      from
      liability to the Borrowers to the extent of any direct damages (as opposed
      to
      consequential damages, claims in respect of which are hereby waived by the
      Borrowers to the extent permitted by applicable law) suffered by the Borrowers
      that are determined by a court of competent jurisdiction to have been caused
      by
      such Issuing Bank’s failure to exercise care when determining whether drafts and
      other documents presented under a Letter of Credit or Bankers’ Acceptance comply
      with the terms thereof. The parties hereto expressly agree that, in the absence
      of gross negligence or willful misconduct on the part of the applicable Issuing
      Bank, such Issuing Bank 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 or Bankers’ Acceptance, the applicable Issuing Bank may, in its
      sole discretion, either accept and make payment upon such documents without
      responsibility for further investigation, regardless of any notice or
      information to the contrary.

     

    (g) Disbursement
      Procedures.
      The
      applicable Issuing Bank shall, promptly following its receipt thereof, examine
      all documents purporting to represent a demand for payment or creation of a
      Bankers’ Acceptance under a Letter of Credit or any presentation for payment of
      a Bankers’ Acceptance. Such Issuing Bank shall promptly notify the
      Administrative Agent and the applicable Borrower by telephone (confirmed by
      telecopy) of any such demand for payment or Bankers’ Acceptance and whether such
      Issuing Bank has made or will make a L/C - BA Disbursement
      thereunder; provided,
      that
      any failure to give or delay in giving such notice shall not relieve the
      Borrowers of their obligation to reimburse such Issuing Bank and the Revolving
      Lenders with respect to any such L/C - BA Disbursement.

     

    (h) Interim
      Interest.
      If an
      Issuing Bank shall make any L/C - BA Disbursement, then, unless the Borrowers
      shall reimburse such L/C - BA Disbursement in full on the date such L/C - BA
      Disbursement is made, the unpaid amount thereof shall bear interest, for each
      day from and including the date such L/C - BA Disbursement is made to but
      excluding the date that the Borrowers reimburse such L/C - BA Disbursement,
      at
      the rate per annum then applicable to ABR Revolving Loans; provided,
      that,
      if such L/C - BA Disbursement is not reimbursed by the Borrowers when due
      pursuant to paragraph (e) of this Section, then Section 2.13(c) shall
      apply. Interest accrued pursuant to this paragraph shall be for the account
      of
      the applicable Issuing Bank, except that interest accrued on and after the
      date
      of payment by

     

    


    
      
        
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    any
      Revolving Lender pursuant to paragraph (e) of this Section to reimburse
      such Issuing Bank shall be for the account of such Revolving Lender to the
      extent of such payment.

     

    (i) Replacement
      of an Issuing Bank.
      An
      Issuing Bank may be replaced at any time by written agreement among the Company,
      the Administrative Agent, the replaced Issuing Bank and the successor Issuing
      Bank. The Administrative Agent shall notify the Lenders of any such replacement
      of an Issuing Bank. At the time any such replacement shall become effective,
      the
      Borrowers shall pay all unpaid fees accrued for the account of the replaced
      Issuing Bank pursuant to Section 2.12. From and after the effective date of
      any such replacement, (i) the successor Issuing Bank shall have all the rights
      and obligations of the replaced Issuing Bank under this Agreement with respect
      to Letters of Credit to be issued thereafter and (ii) references herein to
      the
      term “Issuing Bank” shall be deemed to refer to such successor or to any
      previous Issuing Bank, or to such successor and all previous Issuing Banks,
      as
      the context shall require. After the replacement of an Issuing Bank hereunder,
      the replaced Issuing Bank shall remain a party hereto and shall continue to
      have
      all the rights and obligations of such Issuing Bank under this Agreement with
      respect to Letters of Credit or Bankers’ Acceptances issued by it prior to such
      replacement but shall not be required to issue additional Letters of
      Credit.

     

    (j) Cash
      Collateralization.
      If any
      Event of Default shall occur and be continuing, (i) in the case of an Event
      of
      Default described in Section 7.01(h) or (i), on the Business Day or (ii) in
      the case of any other Event of Default, on the third Business Day, in each
      case,
      following the date on which the Company receives notice from the Administrative
      Agent (or, if the maturity of the Loans has been accelerated, Revolving Lenders
      with Revolving L/C - BA Exposure representing greater than 50% of the total
      Revolving L/C - BA Exposure) demanding the deposit of cash collateral pursuant
      to this paragraph, the Borrowers shall deposit in an account with the
      Administrative Agent, in the name of the Administrative Agent and for the
      benefit of the Lenders, an amount in cash equal to the Revolving L/C - BA
      Exposure as of such date plus any accrued and unpaid interest
      thereon; provided,
      that
      upon the occurrence of any Event of Default with respect to any Borrower
      described in clause (h) or (i) of Section 7.01, 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. Each such deposit pursuant to this paragraph shall be held by
      the
      Administrative Agent as collateral for the payment and performance of the
      obligations of the Borrowers 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 (i) for so long as an Event of Default shall be continuing, the
      Administrative Agent and (ii) at any other time, the Borrowers, in each case,
      in
      Permitted Investments and at the risk and expense of the Borrowers, 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 each Issuing Bank for L/C
      - BA
      Disbursements for which such Issuing Bank has not been reimbursed and, to the
      extent not so applied, shall be held for the satisfaction of the reimbursement
      obligations of the Borrowers for the Revolving L/C - BA Exposure at such time
      or, if the maturity of the Loans has been accelerated (but subject to the
      consent of Revolving Lenders with Revolving L/C - BA Exposure representing
      greater than 50% of the total Revolving L/C - BA Exposure), be applied to
      satisfy other obligations of the Borrowers under this Agreement. If the
      Borrowers are required to provide an amount of cash

     

    


    
      
        
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    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 Borrowers within
      three Business Days after all Events of Default have been cured or waived.
      

     

    (k) Additional
      Issuing Banks.
      From
      time to time, the Borrowers may by notice to the Administrative Agent designate
      one or more Lenders (in addition to Bank of America, Credit Suisse and Deutsche
      Bank AG New York Branch) each of which agrees (in its sole discretion) to act
      in
      such capacity and is reasonably satisfactory to the Administrative Agent as
      an
      Issuing Bank. Each such additional Issuing Bank shall execute a counterpart
      of
      this Agreement upon the approval of the Administrative Agent (which approval
      shall not be unreasonably withheld) and shall thereafter be an Issuing Bank
      hereunder for all purposes.

     

    (l) Reporting.
      Unless
      otherwise requested by the Administrative Agent, each Issuing Bank shall (i)
      provide to the Administrative Agent copies of any notice received from the
      Borrowers pursuant to Section 2.05(b) no later than the next Business Day
      after receipt thereof and (ii) report in writing to the Administrative Agent
      (A)
      on or prior to each Business Day on which such Issuing Bank expects to issue,
      amend or extend any Letter of Credit, the date of such issuance, amendment
      or
      extension, and the aggregate face amount of the Letters of Credit to be issued,
      amended or extended by it and outstanding after giving effect to such issuance,
      amendment or extension occurred (and whether the amount thereof changed), and
      the Issuing Bank shall be permitted to issue, amend or extend such Letter of
      Credit if the Administrative Agent shall not have advised the Issuing Bank
      that
      such issuance, amendment or extension would not be in conformity with the
      requirements of this Agreement, (B) on each Business Day on which such Issuing
      Bank makes any L/C - BA Disbursement or creates any Bankers’ Acceptance, the
      date of such L/C - BA Disbursement or Bankers’ Acceptance and the amount of such
      L/C - BA Disbursement or Bankers’ Acceptance and (C) on any other Business Day,
      such other information as the Administrative Agent shall reasonably request,
      including but not limited to prompt verification of such information as may
      be
      requested by the Administrative Agent.

     

    SECTION
      2.06. Funding
      of Borrowings.
      v)
      Each
      Lender shall make each Loan to be made by it hereunder on the proposed date
      thereof by wire transfer of immediately available funds by 12:00 noon, Local
      Time, to the account of the Administrative Agent most recently designated by
      it
      for such purpose by notice to the Lenders;
      provided,
      that
      Swingline Loans and Agent Advances shall be made as provided in
      Section 2.04. The Administrative Agent will make such Loans available to
      the Borrowers by promptly crediting the amounts so received, in like funds,
      to
      an account of the Borrowers maintained with the Administrative Agent in New
      York
      City; provided,
      that
      ABR Revolving Loans and Swingline Borrowings made to finance the reimbursement
      of a L/C - BA Disbursement and reimbursements as provided in
      Section 2.05(e) shall be remitted by the Administrative Agent to the
      applicable Issuing Bank.

     

    (b) Unless
      the Administrative Agent shall have received notice from a Lender prior to
      the
      proposed date of any Borrowing that such Lender will not make available to
      the
      Administrative Agent such Lender’s share of such Borrowing, the Administrative
      Agent may assume that such Lender has made such share available on such date
      in
      accordance with paragraph (a) of this Section and may, in reliance upon
      such assumption, make available to the Borrowers a corresponding amount. In
      such
      event, if a Lender has not in fact made its share of the applicable Borrowing
      available to the Administrative Agent, then the applicable Lender
      and

     

    


    
      
        
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    the
      Borrowers severally agree to pay to the Administrative Agent forthwith on demand
      (without duplication) such corresponding amount with interest thereon, for
      each
      day from and including the date such amount is made available to the Borrowers
      to but excluding the date of payment to the Administrative Agent, at (i) in
      the
      case of such Lender, the Federal Funds Effective Rate and a rate determined
      by
      the Administrative Agent in accordance with banking industry rules on interbank
      compensation or (ii) in the case of the Borrowers, the interest rate applicable
      to ABR Loans at such time. If such Lender pays such amount to the Administrative
      Agent, then such amount shall constitute such Lender’s Loan included in such
      Borrowing.

     

    SECTION
      2.07. Interest
      Elections.
      vi)
      Each
      Borrowing initially shall be of the Type specified in the applicable Borrowing
      Request and, in the case of a Eurocurrency Borrowing, shall have an initial
      Interest Period as specified in such Borrowing Request. Thereafter, any Borrower
      may elect to convert such Borrowing to a different Type or to continue such
      Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest
      Periods therefor, all as provided in this Section. Any Borrower may elect
      different options with respect to different portions of the affected Borrowing,
      in which case each such portion shall be allocated ratably among the Lenders
      holding the Loans comprising such Borrowing, and the Loans comprising each
      such
      portion shall be considered a separate Borrowing. This Section shall not apply
      to Swingline Borrowings or Agent Advances, which may not be converted or
      continued.

     

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

     

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

     

    (i) the
      Borrowing to which such Interest Election Request applies and, if different
      options are being elected with respect to different portions thereof, the
      portions thereof to be allocated to each resulting Borrowing (in which case
      the
      information to be specified pursuant to clauses (iii) and (iv) below shall
      be specified for each resulting Borrowing);

     

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

     

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

     

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

     

    


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

     

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

     

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

     

    SECTION
      2.08. Termination
      and Reduction of Commitments.
      vii)
      Unless
      previously terminated, the Revolving Facility Commitments shall terminate on
      the
      Revolving Facility Maturity Date.

     

    (b) The
      Borrowers may at any time terminate, or from time to time reduce, the Revolving
      Facility Commitments;
      provided,
      that
      (i) each reduction of the Revolving Facility Commitments shall be in an amount
      that is an integral multiple of $1 million and not less than $5 million (or,
      if
      less, the remaining amount of the Revolving Facility Commitments), and (ii)
      the
      Borrowers shall not terminate or reduce the Revolving Facility Commitments
      if,
      after giving effect to any concurrent prepayment of the Revolving Loans in
      accordance with Section 2.11, the Revolving Facility Credit Exposure would
      exceed the Borrowing Base.

     

    (c) The
      Borrowers shall notify the Administrative Agent of any election to terminate
      or
      reduce the Revolving Facility Commitments under paragraph (b) of this
      Section at least three Business Days prior to the effective date of such
      termination or reduction, specifying such election and the effective date
      thereof. Promptly following receipt of any notice, the Administrative Agent
      shall advise the applicable Lenders of the contents thereof. Each notice
      delivered by the Borrowers pursuant to this Section shall be
      irrevocable;
      provided,
      that a
      notice of termination of the Revolving Facility Commitments delivered by the
      Borrowers may state that such notice is conditioned upon the effectiveness
      of
      other credit facilities, in which case such notice may be revoked by the
      Borrowers (by notice to the Administrative Agent on or prior to the specified
      effective date) if such condition is not satisfied. Any termination or reduction
      of the Revolving Facility Commitments shall be permanent. Each reduction of
      the
      Revolving Facility Commitments shall be made ratably among the Lenders in
      accordance with their respective Revolving Facility Commitments.

     

    SECTION
      2.09. Repayment
      of Loans; Evidence of Debt.
      viii)
      The
      Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent
      for the account of each

     

    


    
      
        
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    Revolving
      Lender the then unpaid principal amount of each Revolving Loan to the Borrowers
      on the Revolving Facility Maturity Date, (ii) to the Swingline Lender the then
      unpaid principal amount of each Swingline Loan on the Revolving Facility
      Maturity Date, and (iii) to the Administrative Agent the then unpaid principal
      amount of each Agent Advance on the Revolving Facility Maturity
      Date; provided,
      that on
      each date that a Revolving Facility Borrowing is made by any Borrower, the
      Borrowers shall repay all Swingline Loans and Agent Advances then
      outstanding.

     

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

     

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

     

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

     

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

     

    SECTION
      2.10. Repayment
      of Revolving Loans.
      ix)  To
      the extent not previously paid, outstanding Revolving Loans shall be due and
      payable on the Revolving Facility Maturity Date.

     

    (b) Prior
      to
      any repayment of any Loan hereunder, the Borrowers shall select the Borrowing
      or
      Borrowings to be repaid and shall notify the Administrative Agent by telephone
      (confirmed by telecopy) of such selection not later than 1:00 p.m., Local Time,
      (i) in the case of an ABR Borrowing, one Business Day before the scheduled
      date
      of such repayment and (ii) in the case of a Eurocurrency Borrowing, three
      Business Days before the scheduled date of such repayment. Each repayment of
      a
      Borrowing shall be applied to the Revolving Loans included in the repaid
      Borrowing such that each Revolving Lender receives its ratable share of such
      repayment (based upon the respective Revolving Facility Credit Exposures of
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    Revolving
      Lenders at the time of such repayment). Notwithstanding anything to the contrary
      in the immediately preceding sentence, prior to any repayment of a Swingline
      Loan hereunder, the Borrowers shall select the Borrowing or Borrowings to be
      repaid and shall notify the Administrative Agent by telephone (confirmed by
      telecopy) of such selection not later than 1:00 p.m., Local Time, on the
      scheduled date of such repayment. Repayments of Loans shall be accompanied
      by
      accrued interest on the amount repaid.

     

    (c) All
      payments of interest, fees and reimbursement for expenses pursuant to Section
      9.05(a) may, if not paid by the due date, at the option of the Administrative
      Agent, be paid from the proceeds of Revolving Loans made hereunder, whether
      made
      following a request by the Borrowers pursuant to Section 2.01 or a deemed
      request as provided in this Section 2.10 (c). Upon the occurrence and during
      the
      continuance of any Event of Default, the Borrowers hereby irrevocably authorize
      the Administrative Agent to charge the Loan Account on the due date for the
      purpose of paying interest, fees and reimbursing expenses pursuant to Section
      9.05(a) and agree that all such accounts charged shall constitute Revolving
      Loans (including Swingline Loans and Agent Advances) and that all such Revolving
      Loans so made shall be deemed to have been requested pursuant to Section 2.01
      (except the Borrowers shall not be deemed to make any representation or warranty
      pursuant to Section 4.01(b) with respect to such Revolving Loans).

     

    SECTION
      2.11. Prepayment
      of Loans.
      x)
      The
      Borrowers shall have the right at any time and from time to time to prepay
      any
      Loan in whole or in part, without premium or penalty (but subject to
      Section 2.16), in an aggregate principal amount that is an integral
      multiple of the Borrowing Multiple and not less than the Borrowing Minimum
      or,
      if less, the amount outstanding, subject to prior notice in accordance with
      Section 2.10(d).

     

    (b) In
      the
      event and on such occasion that the total Revolving Facility Credit Exposure
      exceeds the Borrowing Base (including any reduction in the Borrowing Base as
      a
      result of a sale or other disposition of Eligible Inventory or Eligible Accounts
      outside the ordinary course of business), the Borrowers shall prepay Revolving
      Facility Borrowings, Swingline Borrowings or Agent Advances (or, if no such
      Borrowings or Agent Advances are outstanding, deposit cash collateral in an
      account with the Administrative Agent pursuant to Section 2.05(j)) in an
      aggregate amount equal to such excess.

     

    (c) In
      the
      event and on such occasion as the Revolving L/C-BA Exposure exceeds (i) the
      Letter of Credit Sublimit or (ii) the Borrowing Base, the Borrowers shall
      deposit cash collateral in an account with the Administrative Agent pursuant
      to
      Section 2.05(j) in an amount equal to such excess.

     

    SECTION
      2.12. Fees.
      xi)
      The
      Borrowers agree to pay to each Lender (other than any Defaulting Lender),
      through the Administrative Agent, on the fifth Business Day of each calendar
      quarter and on the Revolving Facility Maturity Date and, if earlier, on the
      date
      on which the Revolving Facility Commitments of all the Lenders shall be
      terminated as provided herein, a commitment fee (a “Commitment
      Fee”)
      on the
      daily amount of the Available Unused Commitment of such Lender during the
      preceding quarter (or other period commencing with the Closing Date or ending
      with the date on which the last of the Commitments of such Lender shall be
      terminated) at a rate equal to (i) if the average daily amount of the aggregate
      Available

     

    


    
      
        
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    Unused
      Commitments of all Lenders during such period is less than 50% of Revolving
      Facility Commitments, 0.25% per annum, and (ii) otherwise, 0.30% per annum.
      All
      Commitment Fees shall be computed on the basis of the actual number of days
      elapsed in a year of 360 days. For the purpose of calculating any Lender’s
      Commitment Fee, the outstanding Swingline Loans during the period for which
      such
      Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment
      Fee due to each Lender shall commence to accrue on the Closing Date and shall
      cease to accrue on the date on which the last of the Commitments of such Lender
      shall be terminated as provided herein. 

     

    (b) The
      Borrowers from time to time agree to pay (i) to each Revolving Lender (other
      than any Defaulting Lender), through the Administrative Agent, on the fifth
      Business Day of each calendar quarter and on the Revolving Facility Maturity
      Date and, if earlier, on the date on which the Revolving Facility Commitments
      of
      all the Lenders shall be terminated as provided herein, a fee (an “L/C
      -
      BA Participation Fee”)
      on
      such Lender’s Pro Rata Share of the daily aggregate Revolving L/C - BA Exposure
      (excluding the portion thereof attributable to unreimbursed L/C - BA
      Disbursements) during the preceding quarter (or shorter period commencing with
      the Closing Date or ending with the Revolving Facility Maturity Date or the
      date
      on which the Revolving Facility Commitments shall be terminated) at the rate
      per
      annum equal to the Applicable Margin for Eurocurrency Revolving Facility
      Borrowings on such payment date, and (ii) to the Issuing Bank, on the fifth
      Business Day of each calendar quarter and on the Revolving Facility Maturity
      Date and, if earlier, on the date on which the Revolving Facility Commitments
      of
      all the Lenders shall be terminated as provided herein, a fronting fee in
      respect of each Letter of Credit issued by such Issuing Bank and outstanding
      during the preceding quarter (or shorter period commencing with the Closing
      Date
      or ending with the Revolving Facility Maturity Date or the date on which the
      Revolving Facility Commitments shall be terminated) at a rate per annum equal
      to
      1/8 of 1% per annum of the stated amount of such Letter of Credit, plus (y)
      in
      connection with the issuance, amendment or transfer of any such Letter of Credit
      or any L/C - BA Disbursement thereunder, such Issuing Bank’s customary
      documentary and processing fees and charges (collectively, “Issuing
      Bank Fees”).
      All
      L/C Participation Fees and Issuing Bank Fees that are payable on a per annum
      basis shall be computed on the basis of the actual number of days elapsed in
      a
      year of 360 days.

     

    (c) The
      Borrowers agree to pay to the Administrative Agent and the Joint Lead Arrangers,
      for the account of the Administrative Agent and the Joint Lead Arrangers, as
      the
      case may be, the fees set forth in the Fee Letter, as amended, restated,
      supplemented or otherwise modified from time to time, at the times specified
      therein (the “Administrative
      Agent Fees”).

     

    (d) All
      Fees
      shall be paid on the dates due, in immediately available funds, to the
      Administrative Agent for distribution, if and as appropriate, among the Lenders,
      except that Issuing Bank Fees shall be paid directly to the applicable Issuing
      Banks. Once paid, none of the Fees shall be refundable under any
      circumstances.

     

    SECTION
      2.13. Interest.
      xii)
      The
      Loans comprising each ABR Borrowing (including each Swingline Loan and each
      Agent Advance) shall bear interest at the ABR plus the Applicable
      Margin.

     

    


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

     

    (c) Notwithstanding
      the foregoing, if any principal of or interest on any Loan or any Fees or other
      amount payable by the Borrowers hereunder is not paid when due, whether at
      stated maturity, upon acceleration or otherwise, such overdue amount shall
      bear
      interest, after as well as before judgment, at a rate per annum equal to (i)
      in
      the case of overdue principal of any Loan, 2% plus the rate otherwise applicable
      to such Loan as provided in the preceding paragraphs of this Section or
      (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans
      as provided in paragraph (a) of this Section;
      provided,
      that
      this paragraph (c) shall not apply to any Event of Default that has been
      waived by the Lenders pursuant to Section 9.08.

     

    (d) Accrued
      interest on each Loan shall be payable in arrears (i) on each Interest Payment
      Date for such Loan, and (ii) upon termination of the Revolving Facility
      Commitments; provided,
      that
      (A) interest accrued pursuant to paragraph (c) of this Section shall
      be payable on demand, (B) in the event of any repayment or prepayment of any
      Loan (other than a prepayment of an ABR Revolving Loan prior to the end of
      the
      Availability Period), accrued interest on the principal amount repaid or prepaid
      shall be payable on the date of such repayment or prepayment, and (C) in the
      event of any conversion of any Eurocurrency Loan prior to the end of the current
      Interest Period therefor, accrued interest on such Loan shall be payable on
      the
      effective date of such conversion.

     

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

     

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

     

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

     

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

     

    then
      the
      Administrative Agent shall give notice thereof to the Company and the Lenders
      by
      telephone or telecopy as promptly as practicable thereafter and, until the
      Administrative Agent notifies the Company and the Lenders that the circumstances
      giving rise to such notice no longer

     

    


    
      
        
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    exist,
      (i) any Interest Election Request that requests the conversion of any Borrowing
      to, or continuation of any Borrowing as, a Eurocurrency Borrowing denominated
      in
      such currency shall be ineffective and such Borrowing shall be converted to
      or
      continued as on the last day of the Interest Period applicable thereto an ABR
      Borrowing, and (ii) if any Borrowing Request requests a Eurocurrency Borrowing,
      such Borrowing shall be made as an ABR Borrowing.

     

    SECTION
      2.15. Increased
      Costs.
      xiii)
      If any
      Change in Law shall:

     

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

     

    (ii) impose
      on
      any Lender or Issuing Bank or the London interbank market any other condition
      affecting this Agreement or Eurocurrency 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 Loan (or of maintaining its obligation
      to
      make any such Loan) or to increase the cost to such Lender or Issuing Bank
      of
      participating in, issuing or maintaining any Letter of Credit or to reduce
      the
      amount of any sum received or receivable by such Lender or Issuing Bank
      hereunder (whether of principal, interest or otherwise), then the Borrowers
      will
      pay to such Lender or Issuing Bank, as applicable, such additional amount or
      amounts as will compensate such Lender or Issuing Bank, as applicable, for
      such
      additional costs incurred or reduction suffered.

     

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

     

    (c) A
      certificate of a Lender or an Issuing Bank setting forth the amount or amounts
      necessary to compensate such Lender or Issuing Bank or its holding company,
      as
      applicable, as specified in paragraph (a) or (b) of this Section 2.15 shall
      be delivered to the Company and shall be conclusive absent manifest error.
      The
      Borrowers shall pay such Lender or Issuing Bank, as applicable, the amount
      shown
      as due on any such certificate within 10 days after receipt
      thereof.

     

    


    
      
        
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    (d) Promptly
      after any Lender or any Issuing Bank has determined that it will make a request
      for increased compensation pursuant to this Section 2.15, such Lender or
      Issuing Bank shall notify the Company thereof. Failure or delay on the part
      of
      any Lender or Issuing Bank to demand compensation pursuant to this Section
      2.15
      shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand
      such compensation;
      provided,
      that
      the Borrowers shall not be required to compensate a Lender or an Issuing Bank
      pursuant to this Section 2.15 for any increased costs or reductions incurred
      more than 180 days prior to the date that such Lender or Issuing Bank, as
      applicable, notifies the Company of the Change in Law giving rise to such
      increased costs or reductions and of such Lender’s or Issuing Bank’s intention
      to claim compensation therefor;
      provided,
      further,
      that,
      if the Change in Law giving rise to such increased costs or reductions is
      retroactive, then the 180-day period referred to above shall be extended to
      include the period of retroactive effect thereof.

     

    (e) The
      foregoing provisions of this Section 2.15 shall not apply in the case of any
      Change in Law in respect of Taxes, which shall instead be governed by Section
      2.17.

     

    SECTION
      2.16. Break
      Funding Payments.
      In the
      event of (a) the payment of any principal of any Eurocurrency Loan other than
      on
      the last day of an Interest Period applicable thereto (including as a result
      of
      an Event of Default), (b) the conversion of any Eurocurrency Loan other than
      on
      the last day of the Interest Period applicable thereto, (c) the failure to
      borrow, convert, continue or prepay any Eurocurrency Loan on the date specified
      in any notice delivered pursuant hereto or (d) the assignment of any
      Eurocurrency Loan other than on the last day of the Interest Period applicable
      thereto as a result of a request by a Borrower pursuant to Section 2.19,
      then, in any such event, the Borrowers shall compensate each Lender for the
      loss, cost and expense attributable to such event. In the case of a Eurocurrency
      Loan, such loss, cost or expense to any Lender shall be deemed to be the amount
      determined by such Lender (it being understood that the deemed amount shall
      not
      exceed the actual amount) to be the excess, if any, of (i) the amount of
      interest which would have accrued on the principal amount of such Loan had
      such
      event not occurred, at the Adjusted LIBO Rate that would have been applicable
      to
      such Loan, for the period from the date of such event to the last day of the
      then current Interest Period therefor (or, in the case of a failure to borrow,
      convert or continue a Eurocurrency Loan, for the period that would have been
      the
      Interest Period for such Loan), over (ii) the amount of interest which would
      accrue on such principal amount for such period at the interest rate which
      such
      Lender would bid were it to bid, at the commencement of such period, for
      deposits in dollars of a comparable amount and period from other banks in the
      Eurodollar market. A certificate of any Lender setting forth any amount or
      amounts that such Lender is entitled to receive pursuant to this Section 2.16
      shall be delivered to the Company and shall be conclusive absent manifest error.
      The Borrowers shall pay such Lender the amount shown as due on any such
      certificate within 10 days after receipt thereof.

     

    SECTION
      2.17. Taxes.
      xiv)
      Any and
      all payments by or on account of any obligation of any Loan Party hereunder
      shall be made free and clear of and without deduction for any Indemnified Taxes
      or Other Taxes;
      provided,
      that if
      a Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes
      from such payments, then (i) the sum payable shall be increased as necessary
      so
      that after making all required deductions (including deductions applicable
      to
      additional sums payable under this Section) the Administrative Agent, any Lender
      or any Issuing Bank, as applicable, receives an amount equal to the sum it
      would
      have received

     

    


    
      
        
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    had
      no
      such deductions been made, (ii) such Loan Party shall make such deductions
      and
      (iii) such Loan Party shall timely pay the full amount deducted to the relevant
      Governmental Authority in accordance with applicable law.

     

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

     

    (c) Each
      Loan
      Party shall indemnify the Administrative Agent, each Lender and each Issuing
      Bank, within 10 days after written demand therefor, for the full amount of
      any
      Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender
      or such Issuing Bank, as applicable, on or with respect to any payment by or
      on
      account of any obligation of such Loan Party hereunder (including Indemnified
      Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
      under this Section) and any reasonable expenses arising therefrom or with
      respect thereto, whether or not such Indemnified Taxes or Other Taxes were
      correctly or legally imposed or asserted by the relevant Governmental Authority.
      A certificate as to the amount of such payment or liability delivered to such
      Loan Party by a Lender or an Issuing Bank, or by the Administrative Agent on
      its
      own behalf, on behalf of another Agent or on behalf of a Lender or an Issuing
      Bank, shall be conclusive absent manifest error.

     

    (d) As
      soon
      as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan
      Party to a Governmental Authority, such Loan Party 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.

     

    (e) Any
      Lender that is entitled to an exemption from or reduction of withholding Tax
      under the law of the jurisdiction in which any Borrower is located, or any
      treaty to which such jurisdiction is a party, with respect to payments under
      this Agreement shall deliver to the Company (with a copy to the Administrative
      Agent), to the extent such Lender is legally entitled to do so, at the time
      or
      times prescribed by applicable law, such properly completed and executed
      documentation prescribed by applicable law as may reasonably be requested by
      the
      Company to permit such payments to be made without such withholding Tax or
      at a
      reduced rate;
      provided,
      that no
      Lender shall have any obligation under this paragraph (e) with respect to
      any withholding Tax imposed by any jurisdiction other than the United States
      if
      in the reasonable judgment of such Lender such compliance would subject such
      Lender to any material unreimbursed cost or expense or would otherwise be
      disadvantageous to such Lender in any material respect.

     

    (f) Each
      Lender shall deliver to the Company and the Administrative Agent on the date
      on
      which such Lender becomes a Lender under this Agreement (and from time to time
      thereafter upon the reasonable request of the Company or the Administrative
      Agent), two original copies of whichever of the following is applicable: (i)
      duly completed copies of Internal Revenue Service Form W-8BEN (or any subsequent
      versions thereof or successors thereto), claiming eligibility for benefits
      of an
      income tax treaty to which the United States of America is a party, (ii) duly
      completed copies of Internal Revenue Service Form W-8ECI (or any subsequent
      versions thereof or successors thereto), (iii) in the case of a Lender claiming
      the

     

    


    
      
        
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    benefits
      of the exemption for portfolio interest under section 871(h) or 881(c) of
      the Code, (x) a certificate to the effect that, for United States federal income
      tax purposes, such Lender is not (A) a “bank” within the meaning of
      section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any
      Borrower within the meaning of section 871(h)(3) or 881(c)(3)(B) of the
      Code, or (C) a “controlled foreign corporation” described in
      section 881(c)(3)(C) of the Code and that, accordingly, such Lender
      qualifies for such exemption and (y) duly completed copies of Internal Revenue
      Service Form W-8BEN (or any subsequent versions thereof or successors thereto),
      (iv) duly completed copies of Internal Revenue Service Form W-8IMY, together
      with forms and certificates described in clauses (i) through (iii) above (and
      additional Form W-8IMYs) as may be required or (v) any other form prescribed
      by
      applicable law as a basis for claiming exemption from or a reduction in United
      States federal withholding tax duly completed together with such supplementary
      documentation as may be prescribed by applicable law to permit the Borrowers
      to
      determine the withholding or deduction required to be made. In addition, in
      each
      of the foregoing circumstances, each Lender shall deliver such forms, if legally
      entitled to deliver such forms, promptly upon the obsolescence, expiration
      or
      invalidity of any form previously delivered by such Lender. Each Lender shall
      promptly notify the Company at any time it determines that it is no longer
      in a
      position to provide any previously delivered certificate to the Company (or
      any
      other form of certification adopted by the United States of America or other
      taxing authorities for such purpose). In addition, each Lender shall deliver
      to
      the Company and the Administrative Agent two copies of Internal Revenue Service
      Form W-9 (or any subsequent versions thereof or successors thereto) on or before
      the date such Lender becomes a party and upon the expiration of any form
      previously delivered by such Lender. Notwithstanding any other provision of
      this
      paragraph, a Lender shall not be required to deliver any form pursuant to this
      paragraph that such Lender is not legally able to deliver.

     

    (g) If
      the
      Administrative Agent or a Lender receives a refund of any Indemnified Taxes
      or
      Other Taxes as to which it has been indemnified by a Loan Party or with respect
      to which such Loan Party has paid additional amounts pursuant to this
      Section 2.17, it shall pay over such refund to such Loan Party (but only to
      the extent of indemnity payments made, or additional amounts paid, by such
      Loan
      Party under this Section 2.17 with respect to the Taxes or Other Taxes
      giving rise to such refund), net of all out-of-pocket expenses of the
      Administrative Agent or such Lender (including any Taxes imposed with respect
      to
      such refund) as is determined by the Administrative Agent or such Lender, as
      applicable, in good faith and in its sole discretion, and without interest
      (other than any interest paid by the relevant Governmental Authority with
      respect to such refund);
      provided,
      that
      such Loan Party, upon the request of the Administrative Agent or such Lender,
      agrees to repay as soon as reasonably practicable the amount paid over to such
      Loan Party (plus any penalties, interest or other charges imposed by the
      relevant Governmental Authority) to the Administrative Agent or such Lender
      in
      the event the Administrative Agent or such Lender is required to repay such
      refund to such Governmental Authority. This Section 2.17(g) shall not be
      construed to require the Administrative Agent or any Lender to make available
      its Tax returns (or any other information relating to its Taxes which it deems
      confidential) to the Loan Parties or any other person.

     

    SECTION
      2.18. Payments
      Generally; Pro Rata Treatment; Sharing of Set-offs.
      xv)
      Unless
      otherwise specified, each Borrower shall make each payment required to be made
      by it hereunder (whether of principal, interest, fees or reimbursement of L/C
      -
      BA Disbursements, or of amounts payable under Section 2.15, 2.16, or 2.17,
      or otherwise) prior to 2:00 p.m., Local

     

    


    
      
        
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    Time,
      on
      the date when due, in immediately available funds, without condition or
      deduction for any defense, recoupment, set-off or counterclaim. Any amounts
      received after such time on any date may, in the discretion of the
      Administrative Agent, be deemed to have been received on the next succeeding
      Business Day for purposes of calculating interest thereon. All such payments
      shall be made to the Administrative Agent to the applicable account designated
      to the Borrowers by the Administrative Agent, except payments to be made
      directly to the applicable Issuing Bank or the Swingline Lender as expressly
      provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17
      and 9.05 shall be made directly to the persons entitled thereto. The
      Administrative Agent shall distribute any such payments received by it for
      the
      account of any other person to the appropriate recipient promptly following
      receipt thereof. If any payment hereunder shall be due on a day that is not
      a
      Business Day, the date for payment shall be extended to the next succeeding
      Business Day, and, in the case of any payment accruing interest, interest
      thereon shall be payable for the period of such extension. All payments under
      the Loan Documents shall be made in Dollars. Any payment required to be made
      by
      the Administrative Agent hereunder shall be deemed to have been made by the
      time
      required if the Administrative Agent shall, at or before such time, have taken
      the necessary steps to make such payment in accordance with the regulations
      or
      operating procedures of the clearing or settlement system used by the
      Administrative Agent to make such payment.

     

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

     

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

     

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

     

    (e) If
      any
      Lender shall fail to make any payment required to be made by it pursuant to
      Section 2.06(b) or 2.18(d), then the Administrative Agent may, in its discretion
      (notwithstanding any contrary provision hereof), apply any amounts thereafter
      received by the Administrative Agent for the account of such Lender to satisfy
      such Lender’s obligations under such Sections until all such unsatisfied
      obligations are fully paid.

     

    SECTION
      2.19. Mitigation
      Obligations; Replacement of Lenders.
      xvi)  If
      any Lender requests compensation under Section 2.15, or if the Borrowers
      are required to pay any additional amount to any Lender or any Governmental
      Authority for the account of any Lender pursuant to Section 2.17, 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
      reasonable judgment of such Lender, such designation or assignment (i) would
      eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as
      applicable, in the future and (ii) would not subject such Lender to any material
      unreimbursed cost or expense and would not otherwise be disadvantageous to
      such
      Lender in any material respect. The Borrowers hereby agree to pay all reasonable
      costs and expenses incurred by any Lender in connection with any such
      designation or assignment.

     

    (b) If
      any
      Lender requests compensation under Section 2.15, or if the Borrowers are
      required to pay any additional amount to any Lender or any Governmental
      Authority for the account of any Lender pursuant to Section 2.17, or is a
      Defaulting Lender, then the Borrowers may, at their sole expense and effort,
      upon notice to such Lender and the Administrative Agent, require such Lender
      to
      assign and delegate, without recourse (in accordance with and subject to the
      restrictions contained in Section 9.04), all its interests, rights and
      obligations under this Agreement to an assignee that shall assume such
      obligations (which assignee may be another Lender, if a Lender accepts such
      assignment);
      provided,
      that
      (i) the

     

    


    
      
        
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    Borrowers
      shall have received the prior written consent of the Administrative Agent (and,
      if in respect of any Revolving Facility Commitment or Revolving Loan, the
      Swingline Lender and the Issuing Bank), which consent shall not unreasonably
      be
      withheld, (ii) such Lender shall have received payment of an amount equal to
      the
      outstanding principal of its Loans and participations in L/C - BA Disbursements
      and Swingline Loans, accrued interest thereon, accrued fees and all other
      amounts payable to it hereunder, from the assignee (to the extent of such
      outstanding principal and accrued interest and fees) or the Borrowers (in the
      case of all other amounts) and (iii) in the case of any such assignment
      resulting from a claim for compensation under Section 2.15 or payments
      required to be made pursuant to Section 2.17, such assignment will result
      in a reduction in such compensation or payments. Nothing in this
      Section 2.19 shall be deemed to prejudice any rights that the Borrowers may
      have against any Lender that is a Defaulting Lender.

     

    (c) If
      any
      Lender (such Lender, a “Non-Consenting
      Lender”)
      has
      failed to consent to a proposed amendment, waiver, discharge or termination
      which pursuant to the terms of Section 9.08 requires the consent of all of
      the Lenders affected and with respect to which the Required Lenders shall have
      granted their consent, then the Borrowers shall have the right (unless such
      Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender
      by deeming such Non-Consenting Lender to have assigned its Loans, and its
      Commitments hereunder to one or more Assignees reasonably acceptable to (i)
      the
      Administrative Agent and (ii) if in respect of any Revolving Facility Commitment
      or Revolving Loan, the Swingline Lender and the Issuing Bank; provided,
      that:
      (a) all Obligations of the Borrowers owing to such Non-Consenting Lender being
      replaced shall be paid in full to such Non-Consenting Lender concurrently with
      such assignment, and (b) the replacement Lender shall purchase the foregoing
      by
      paying to such Non-Consenting Lender a price equal to the principal amount
      thereof plus accrued and unpaid interest thereon. No action by or consent of
      the
      Non-Consenting Lender shall be necessary in connection with such assignment,
      which shall be immediately and automatically effective upon payment of such
      purchase price. In connection with any such assignment, the Borrowers,
      Administrative Agent, such Non-Consenting Lender and the replacement Lender
      shall otherwise comply with Section 9.04; provided,
      that if
      such Non-Consenting Lender does not comply with Section 9.04 within three
      Business Days after Borrowers’ request, compliance with Section 9.04 shall not
      be required to effect such assignment.

     

    SECTION
      2.20. Illegality.
      If any
      Lender reasonably determines 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 any Lender or its applicable Lending Office to make or maintain
      any Eurocurrency Loans, then, on notice thereof by such Lender to the Company
      through the Administrative Agent, any obligations of such Lender to make or
      continue Eurocurrency Loans or to convert ABR Borrowings to Eurocurrency
      Borrowings shall be suspended until such Lender notifies the Administrative
      Agent and the Company that the circumstances giving rise to such determination
      no longer exist. Upon receipt of such notice, the Borrowers shall upon demand
      from such Lender (with a copy to the Administrative Agent), either convert
      all
      Eurocurrency Borrowings of such Lender to ABR Borrowings, either on the last
      day
      of the Interest Period therefor, if such Lender may lawfully continue to
      maintain such Eurocurrency Borrowings to such day, or immediately, if such
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    such
      Loans. Upon any such prepayment or conversion, the Borrowers shall also pay
      accrued interest on the amount so prepaid or converted. 

     

    SECTION
      2.21. Incremental
      Commitments.
      (a)  The Borrowers may, by written notice to the Administrative Agent from
      time to time, request Incremental Revolving Facility Commitments in an amount
      not to exceed the Incremental Amount from one or more Incremental Revolving
      Lenders (which may include any existing Lender) willing to provide such
      Incremental Revolving Facility Commitments, as the case may be, in their own
      discretion;
      provided,
      that
      (i) each Incremental Revolving Lender shall be subject to the approval of the
      Administrative Agent (which approval shall not be unreasonably withheld) unless
      such Incremental Revolving Lender is a Lender, and (ii) each Incremental
      Revolving Facility Commitment shall be on the same terms as the existing
      Revolving Facility Commitments and in all respects shall become a part of the
      Revolving Facility hereunder on such terms. Such notice shall set forth (i)
      the
      amount of the Incremental Revolving Facility Commitments being requested (which
      shall be in minimum increments of $5 million and a minimum amount of $25 million
      or equal to the remaining Incremental Amount), (ii) the aggregate amount of
      Incremental Revolving Facility Commitments, which shall not exceed the
      Incremental Amount, and (iii) the date on which such Incremental Revolving
      Facility Commitments are requested to become effective (the “Increased
      Amount Date”).
      

     

    (b) The
      Borrowers and each Incremental Revolving Lender shall execute and deliver to
      the
      Administrative Agent an Incremental Assumption Agreement and such other
      documentation as the Administrative Agent shall reasonably specify to evidence
      the Incremental Revolving Facility Commitment of such Incremental Revolving
      Lender. Each of the parties hereto hereby agrees that upon the effectiveness
      of
      any Incremental Assumption Agreement, this Agreement shall be deemed amended
      to
      the extent (but only to the extent) necessary to increase the Revolving Facility
      by the amount of the Incremental Revolving Loan Commitments evidenced thereby.
      Any such deemed amendment may be memorialized in writing by the Administrative
      Agent with the Borrowers’ consent (not to be unreasonably withheld) and
      furnished to the other parties hereto.

     

    (c) Notwithstanding
      the foregoing, no Incremental Revolving Facility Commitment shall become
      effective under this Section 2.21 unless (i) on the date of such effectiveness,
      the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be
      satisfied and the Administrative Agent shall have received a certificate to
      that
      effect dated such date and executed by a Responsible Officer of the Company,
      and
      (ii) the Administrative Agent shall have received legal opinions, board
      resolutions and other closing certificates and documentation as required by
      the
      relevant Incremental Assumption Agreement and, to the extent required by the
      Administrative Agent, consistent with those delivered on the Closing Date under
      Section 4.02 and such additional documents and filings (including amendments
      to
      the Mortgages and other Security Documents and title endorsement bringdowns)
      as
      the Administrative Agent may reasonably require to assure that the Revolving
      Loans in respect of Incremental Revolving Facility Commitments are secured
      by
      the Collateral ratably with all other Revolving Loans.

     

    (d) Each
      of
      the parties hereto hereby agrees that the Administrative Agent may take any
      and
      all action as may be reasonably necessary to ensure all Revolving Loans in
      respect of Incremental Revolving Facility Commitments, when originally made,
      are
      included in

     

    


    
      
        
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    each
      Borrowing of outstanding Revolving Loans on a pro
      rata
      basis.
      The Borrowers agree that Section 2.16 shall apply to any conversion of
      Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent
      to effect the foregoing.

     

     

    ARTICLE
      III

     

     

    


     

     

    Representations
      and Warranties

     

    On
      the
      date of each Credit Event as provided in Section 4.01, each of Holdings and
      each
      of the Borrowers represent and warrant to each of the Lenders that:


     

    SECTION
      3.01. Organization;
      Powers.
      Except
      as set forth on Schedule 3.01,
      each of
      Holdings, each Borrower and the Material Subsidiaries (a) is a partnership,
      limited liability company or corporation duly organized, validly existing and
      in
      good standing (or, if applicable in a foreign jurisdiction, enjoys the
      equivalent status under the laws of any jurisdiction of organization outside
      the
      United States) under the laws of the jurisdiction of its organization, (b)
      has
      all requisite power and authority to own its property and assets and to carry
      on
      its business as now conducted, (c) is qualified to do business in each
      jurisdiction where such qualification is required, except where the failure
      so
      to qualify would not reasonably be expected to have a Material Adverse Effect,
      and (d) has the power and authority to execute, deliver and perform its
      obligations under each of the Loan Documents and each other agreement or
      instrument contemplated thereby to which it is or will be a party and, in the
      case of the Borrowers, to borrow and otherwise obtain credit
      hereunder.

     

    SECTION
      3.02. Authorization.
      The
      execution, delivery and performance by Holdings, each Borrower and each of
      the
      Subsidiary Loan Parties of each of the Loan Documents to which it is a party,
      and the borrowings hereunder and the transactions forming a part of the
      Transactions (a) have been duly authorized by all corporate, stockholder,
      partnership or limited liability company action required to be obtained by
      Holdings, such Borrower and such Subsidiary Loan Parties and (b) will not (i)
      violate (A) any provision of law, statute, rule or regulation, or of the
      certificate or articles of incorporation or other constitutive documents
      (including any partnership, limited liability company or operating agreements)
      or by-laws of Holdings, any such Borrower or any such Subsidiary Loan Party,
      (B)
      any applicable order of any court or any rule, regulation or order of any
      Governmental Authority or (C) any provision of any indenture, certificate of
      designation for preferred stock, agreement or other instrument to which
      Holdings, any such Borrower or any such Subsidiary Loan Party is a party or
      by
      which any of them or any of their property is or may be bound, (ii) be in
      conflict with, result in a breach of or constitute (alone or with notice or
      lapse of time or both) a default under, give rise to a right of or result in
      any
      cancellation or acceleration of any right or obligation (including any payment)
      or to a loss of a material benefit under any such indenture, certificate of
      designation for preferred stock, agreement or other instrument, where any such
      conflict, violation, breach or default referred to in clause (i) or (ii) of
      this Section 3.02(b), would reasonably be expected to have, individually or
      in the aggregate, a Material Adverse Effect, or (iii) result in the creation
      or
      imposition of any Lien upon or with respect to any property or assets now owned
      or hereafter acquired by Holdings, any such Borrower or any such Subsidiary
      Loan
      Party, other than the Liens created by the Loan Documents and Permitted
      Liens.

     

    


    
      
        
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    SECTION
      3.03. Enforceability.
      This
      Agreement has been duly executed and delivered by Holdings and the Borrowers
      and
      constitutes, and each other Loan Document when executed and delivered by each
      Loan Party that is party thereto will constitute, a legal, valid and binding
      obligation of such Loan Party enforceable against each such Loan Party in
      accordance with its terms, subject to (i) the effects of bankruptcy, insolvency,
      moratorium, reorganization, fraudulent conveyance or other similar laws
      affecting creditors’ rights generally, (ii) general principles of equity
      (regardless of whether such enforceability is considered in a proceeding in
      equity or at law) and (iii) implied covenants of good faith and fair
      dealing.

     

    SECTION
      3.04. Governmental
      Approvals.
      No
      action, consent or approval of, registration or filing with or any other action
      by any Governmental Authority is or will be required in connection with the
      Transactions, the perfection or maintenance of the Liens created under the
      Security Documents or the exercise by any Agent or any Lender of its rights
      under the Loan Documents or the remedies in respect of the Collateral, except
      for (a) the filing of Uniform Commercial Code financing statements, (b) filings
      with the United States Patent and Trademark Office and the United States
      Copyright Office and comparable offices in foreign jurisdictions and equivalent
      filings in foreign jurisdictions, (c) recordation of the Mortgages, (d) such
      as
      have been made or obtained and are in full force and effect, (e) such actions,
      consents and approvals the failure of which to be obtained or made would not
      reasonably be expected to have a Material Adverse Effect and (f) filings or
      other actions listed on Schedule 3.04.

     

    SECTION
      3.05. Financial
      Statements.
      xvii)
      The
      unaudited pro forma consolidated
      financial information, (the “Pro
      Forma Financial Statements”)
      and
      pro forma adjusted
      EBITDA (the “Pro
      Forma Adjusted EBITDA”),
      for
      the twelve months ended on or about December 30, 2006, copies of which have
      heretofore been furnished to each Lender (via inclusion on page 38 the
      Information Memorandum), have been prepared giving effect (as if such events
      had
      occurred on such date) to the Transactions. Each of the Pro Forma Financial
      Statements and the Pro Forma Adjusted EBITDA has been prepared in good faith
      based on assumptions believed by the Borrower to have been reasonable as of
      the
      date of delivery thereof (it being understood that such assumptions are based
      on
      good faith estimates of certain items and that the actual amount of such items
      on the Closing Date is subject to change), and presents fairly in all material
      respects on a Pro Forma Basis the estimated financial position of the Borrower
      and its consolidated Subsidiaries as at December 30, 2006, assuming that the
      Transactions had actually occurred at such date, and the results of operations
      of Borrower and its consolidated subsidiaries for the twelve-month period ended
      December 30, 2006, assuming that the Transactions had actually occurred on
      the
      first day of such twelve-month period.

     

    (b) The
      audited combined balance sheets of each of Covalence (or its predecessor) and
      Berry (or its predecessor) as at the end of 2006, 2005 and 2004 fiscal years,
      and the related audited combined statements of income, stockholders’ equity and
      cash flows for such fiscal years, reported on by and accompanied by a report
      from Deloitte & Touche LLP, and Ernst & Young LLP, respectively, copies
      of which have heretofore been furnished to each Lender, present fairly in all
      material respects the combined financial position of Covalence or Berry, as
      applicable, as at such date and the combined results of operations,
      shareholders’ equity and cash flows of Covalence or Berry, as applicable, for
      the years then ended.

     

    


    
      
        
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    SECTION
      3.06. No
      Material Adverse Effect.
      Since
      December 30, 2006, there has been no event, development or circumstance that
      has
      or would reasonably be expected to have a Material Adverse Effect.

     

    SECTION
      3.07. Title
      to Properties; Possession Under Leases.
      xviii)  Each
      of Holdings, the Borrowers and the Subsidiaries has valid fee simple title
      to,
      or valid leasehold interests in, or easements or other limited property
      interests in, all its Real Properties (including all Mortgaged Properties)
      and
      has valid title to its personal property and assets, in each case, except for
      Permitted Liens and except for defects in title that do not materially interfere
      with its ability to conduct its business as currently conducted or to utilize
      such properties and assets for their intended purposes and except where the
      failure to have such title would not reasonably be expected to have,
      individually or in the aggregate, a Material Adverse Effect. All such properties
      and assets are free and clear of Liens, other than Permitted Liens.

     

    (b) Each
      of
      the Borrowers and the Subsidiaries has complied with all obligations under
      all
      leases to which it is a party, except where the failure to comply would not
      reasonably be expected to have, individually or in the aggregate, a Material
      Adverse Effect, and all such leases are in full force and effect, except leases
      in respect of which the failure to be in full force and effect would not
      reasonably be expected to have a Material Adverse Effect. Except as set forth
      on
Schedule 3.07(b),
      each of
      the Borrowers and each of the Subsidiaries enjoys peaceful and undisturbed
      possession under all such leases, other than leases in respect of which the
      failure to enjoy peaceful and undisturbed possession would not reasonably be
      expected to have, individually or in the aggregate, a Material Adverse
      Effect.

     

    (c) As
      of the
      Closing Date, none of the Borrowers or the Subsidiaries has received any notice
      of any pending or contemplated condemnation proceeding affecting any material
      portion of the Mortgaged Properties or any sale or disposition thereof in lieu
      of condemnation that remains unresolved as of the Closing Date.

     

    (d) None
      of
      the Borrowers or the Subsidiaries is obligated on the Closing Date under any
      right of first refusal, option or other contractual right to sell, assign or
      otherwise dispose of any Mortgaged Property or any interest therein, except
      as
      permitted under Section 6.02 or 6.05.

     

    SECTION
      3.08. Subsidiaries.
      xix)  Schedule 3.08(a)
      sets
      forth as of the Closing Date the name and jurisdiction of incorporation,
      formation or organization of each subsidiary of Holdings and, as to each such
      subsidiary, the percentage of each class of Equity Interests owned by Holdings
      or by any such subsidiary.

     

    (b) As
      of the
      Closing Date, there are no outstanding subscriptions, options, warrants, calls,
      rights or other agreements or commitments (other than stock options and stock
      appreciation rights granted to employees or directors and directors’ qualifying
      shares) of any nature relating to any Equity Interests of Holdings, the
      Borrowers or any of the Subsidiaries, except rights of employees to purchase
      Equity Interests of Holdings in connection with the Transactions or as set
      forth
      on Schedule 3.08(b).
      

     

    


    
      
        
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    SECTION
      3.09. Litigation;
      Compliance with Laws.
      xx)  There
      are no actions, suits or proceedings at law or in equity or, to the knowledge
      of
      the Borrowers, investigations by or on behalf of any Governmental Authority
      or
      in arbitration now pending, or, to the knowledge of Holdings or the Borrowers,
      threatened in writing against or affecting Holdings or the Borrowers or any
      of
      the Subsidiaries or any business, property or rights of any such person which
      would reasonably be expected to have, individually or in the aggregate, a
      Material Adverse Effect.

     

    (b) None
      of
      Holdings, the Borrowers, the Subsidiaries and their respective properties or
      assets is in violation of (nor will the continued operation of their material
      properties and assets as currently conducted violate) any law, rule or
      regulation (including any zoning, building, ordinance, code or approval or
      any
      building permit, but excluding any Environmental Laws, which are subject to
      Section 3.16) or any restriction of record or agreement affecting any
      Mortgaged Property, or is in default with respect to any judgment, writ,
      injunction or decree of any Governmental Authority, where such violation or
      default would reasonably be expected to have, individually or in the aggregate,
      a Material Adverse Effect. 

     

    SECTION
      3.10. Federal
      Reserve Regulations.
      xxi)  None
      of Holdings, the Borrowers or the Subsidiaries is engaged principally, or as
      one
      of its important activities, in the business of extending credit for the purpose
      of purchasing or carrying Margin Stock.

     

    (b) No
      part
      of the proceeds of any Loan will be used, whether directly or indirectly, and
      whether immediately, incidentally or ultimately, (i) to purchase or carry Margin
      Stock or to extend credit to others for the purpose of purchasing or carrying
      Margin Stock or to refund indebtedness originally incurred for such purpose,
      or
      (ii) for any purpose that entails a violation of, or that is inconsistent with,
      the provisions of the Regulations of the Board, including Regulation U or
      Regulation X.

     

    SECTION
      3.11. Investment
      Company Act.
      None of
      Holdings, the Borrowers and the Subsidiaries is an “investment company” as
      defined in, or subject to regulation under, the Investment Company Act of 1940,
      as amended.

     

    SECTION
      3.12. Use
      of
      Proceeds.
      The
      Borrowers will use the proceeds of the Revolving Loans, together with other
      cash, to consummate the Refinancing, for general corporate purposes and to
      pay
      the Transaction Expenses.

     

    SECTION
      3.13. Tax
      Returns.
      Except
      as set forth on Schedule 3.13:
      

     

    (a) Except
      as
      would not, individually or in the aggregate, reasonably be expected to have
      a
      Material Adverse Effect, (i) each of Holdings, the Borrowers and the
      Subsidiaries has filed or caused to be filed all federal, state, local and
      non-U.S. Tax returns required to have been filed by it and (ii) taken as a
      whole, and each such Tax return is true and correct;

     

    (b) Each
      of
      Holdings, the Borrowers and the Subsidiaries has timely paid or caused to be
      timely paid all Taxes shown to be due and payable by it on the returns referred
      to in clause (a) and all other Taxes or assessments (or made adequate
      provision (in accordance with GAAP) for the payment of all Taxes due) with
      respect to all periods

     

    


    
      
        
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    or
      portions thereof ending on or before the Closing Date (except Taxes or
      assessments that are being contested in good faith by appropriate proceedings
      in
      accordance with Section 5.03 and for which Holdings, the Borrowers or any
      of the Subsidiaries (as the case may be) has set aside on its books adequate
      reserves in accordance with GAAP), which Taxes, if not paid or adequately
      provided for, would, individually or in the aggregate, reasonably be expected
      to
      have a Material Adverse Effect; and

     

    (c) Other
      than as would not be, individually or in the aggregate, reasonably expected
      to
      have a Material Adverse Effect: as of the Closing Date, with respect to each
      of
      Holdings, the Borrowers and the Subsidiaries, there are no claims being asserted
      in writing with respect to any Taxes.

     

    SECTION
      3.14. No
      Material Misstatements.
      xxii)  All
      written information (other than the Projections, estimates and information
      on
      Schedule 4.02 or estimates and information of a general economic nature or
      general industry nature) (the “Information”)
      concerning Holdings, the Borrowers, the Subsidiaries, the Transactions and
      any
      other transactions contemplated hereby included in the Information Memorandum
      or
      otherwise prepared by or on behalf of the foregoing or their representatives
      and
      made available to any Lenders or the Administrative Agent in connection with
      the
      Transactions or the other transactions contemplated hereby, when taken as a
      whole, was true and correct in all material respects, as of the date such
      Information was furnished to the Lenders and as of the Closing Date and did
      not,
      taken as a whole, contain any untrue statement of a material fact as of any
      such
      date or omit to state a material fact necessary in order to make the statements
      contained therein, taken as a whole, not materially misleading in light of
      the
      circumstances under which such statements were made.

     

    (b) The
      Projections and estimates and information of a general economic nature prepared
      by or on behalf of the Borrowers or any of their representatives and that have
      been made available to any Lenders or the Administrative Agent in connection
      with the Transactions or the other transactions contemplated hereby (i) have
      been prepared in good faith based upon assumptions believed by the Borrowers
      to
      be reasonable as of the date thereof (it being understood that actual results
      may vary materially from the Projections), as of the date such Projections
      and
      estimates were furnished to the Lenders and as of the Closing Date, and (ii)
      as
      of the Closing Date, have not been modified in any material respect by the
      Borrowers.

     

    SECTION
      3.15. Employee
      Benefit Plans.
      xxiii)  Except
      as would not reasonably be expected, individually or in the aggregate, to have
      a
      Material Adverse Effect: (i) each Plan is in compliance in all material respects
      with the applicable provisions of ERISA and the Code; (ii) no Reportable Event
      has occurred during the past five years as to which the Borrowers, Holdings,
      any
      of their Subsidiaries or any ERISA Affiliate was required to file a report
      with
      the PBGC, other than reports that have been filed; (iii) no Plan has any
      Unfunded Pension Liability in excess of $50 million; (iv) no ERISA Event has
      occurred or is reasonably expected to occur; and (v) none of the Borrowers,
      Holdings, the Subsidiaries and the ERISA Affiliates (A) has received any written
      notification that any Multiemployer Plan is in reorganization or has been
      terminated within the meaning of Title IV of ERISA, or has knowledge that any
      Multiemployer Plan is reasonably expected to be in reorganization or to be
      terminated or (B) has incurred or is reasonably expected to incur any Withdrawal
      Liability to any Multiemployer Plan.

     

    


    
      
        
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    (b) Each
      of
      Holdings, the Borrowers and the Subsidiaries is in compliance (i) with all
      applicable provisions of law and all applicable regulations and published
      interpretations thereunder with respect to any employee pension benefit plan
      or
      other employee benefit plan governed by the laws of a jurisdiction other than
      the United States and (ii) with the terms of any such plan, except, in each
      case, for such noncompliance that would not reasonably be expected to have
      a
      Material Adverse Effect.

     

    SECTION
      3.16. Environmental
      Matters.
      Except
      as set forth in Schedule 3.16
      and
      except as to matters that would not reasonably be expected to have, individually
      or in the aggregate, a Material Adverse Effect: (i) no written notice, request
      for information, order, complaint or penalty has been received by the Borrowers
      or any of their Subsidiaries, and there are no judicial, administrative or
      other
      actions, suits or proceedings pending or, to such Borrower’s knowledge,
      threatened which allege a violation of or liability under any Environmental
      Laws, in each case relating to the Borrowers or any of their Subsidiaries,
      (ii)
      each of the Borrowers and their Subsidiaries has all environmental permits,
      licenses and other approvals necessary for its operations to comply with all
      applicable Environmental Laws and is, and during the term of all applicable
      statutes of limitation, has been, in compliance with the terms of such permits,
      licenses and other approvals and with all other applicable Environmental Laws,
      (iii) to the Borrowers’ knowledge, no Hazardous Material is located at, on or
      under any property currently owned, operated or leased by the Borrowers or
      any
      of their Subsidiaries that would reasonably be expected to give rise to any
      cost, liability or obligation of the Borrowers or any of their Subsidiaries
      under any Environmental Laws, and no Hazardous Material has been generated,
      owned, treated, stored, handled or controlled by the Borrowers or any of their
      Subsidiaries and transported to or Released at any location in a manner that
      would reasonably be expected to give rise to any cost, liability or obligation
      of the Borrowers or any of their Subsidiaries under any Environmental Laws,
      and
      (iv) there are no agreements in which the Borrowers or any of their Subsidiaries
      have expressly assumed or undertaken responsibility for any known or reasonably
      likely liability or obligation of any other person arising under or relating
      to
      Environmental Laws, which in any such case has not been made available to the
      Administrative Agent prior to the date hereof.

     

    SECTION
      3.17. Security
      Documents.
      xxiv)  The
      Collateral Agreement is effective to create in favor of the Collateral Agent
      (for the benefit of the Secured Parties) a legal, valid and enforceable security
      interest in the Collateral described therein and proceeds thereof. In the case
      of the Pledged Collateral described in the Collateral Agreement, when
      certificates or promissory notes, as applicable, representing such Pledged
      Collateral are delivered to the Collateral Agent, and in the case of the other
      Collateral described in the Collateral Agreement (other than the Intellectual
      Property (as defined in the Collateral Agreement)), when financing statements
      and other filings specified in the Perfection Certificate are filed in the
      offices specified in the Perfection Certificate, the Collateral Agent (for
      the
      benefit of the Secured Parties) shall have a fully perfected Lien on, and
      security interest in, all right, title and interest of the Loan Parties in
      such
      Collateral and, subject to Section 9-315 of the New York Uniform Commercial
      Code, the proceeds thereof, as security for the Obligations to the extent
      perfection can be obtained by filing Uniform Commercial Code financing
      statements, in each case prior and superior in right to any other person (except
      Permitted Liens).

     

    


    
      
        
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    (b) When
      the
      Collateral Agreement or a summary thereof is properly filed in the United States
      Patent and Trademark Office and the United States Copyright Office, and, with
      respect to Collateral in which a security interest cannot be perfected by such
      filings, upon the proper filing of the financing statements referred to in
      paragraph (a) above, the Collateral Agent (for the benefit of the Secured
      Parties) shall have a fully perfected Lien on, and security interest in, all
      right, title and interest of the Loan Parties thereunder in all domestic
      Intellectual Property, in each case prior and superior in right to any other
      person (it being understood that subsequent recordings in the United States
      Patent and Trademark Office and the United States Copyright Office may be
      necessary to perfect a lien on registered trademarks and patents, trademark
      and
      patent applications and registered copyrights acquired by the grantors after
      the
      Closing Date) (except Permitted Liens).

     

    (c) Each
      Foreign Pledge Agreement, if any, shall be effective to create in favor of
      the
      Collateral Agent, for the benefit of the Secured Parties, a legal, valid and
      enforceable security interest in the Collateral described therein and proceeds
      thereof to the fullest extent permissible under applicable law. In the case
      of
      the Pledged Collateral described in a Foreign Pledge Agreement, when
      certificates representing such Pledged Collateral (if any) are delivered to
      the
      Collateral Agent, the Collateral Agent (for the benefit of the Secured Parties)
      shall have a fully perfected Lien on, and security interest in, all right,
      title
      and interest of the Loan Parties in such Collateral and the proceeds thereof,
      as
      security for the Obligations, in each case prior and superior in right to any
      other person.

     

    (d) The
      Mortgages (if any) executed and delivered on or before the Closing Date are,
      and
      the Mortgages to be executed and delivered after the Closing Date pursuant
      to
      Section 5.10 shall be, effective to create in favor of the Collateral Agent
      (for the benefit of the Secured Parties) a valid Lien on all of the Loan
      Parties’ right, title and interest in and to the Mortgaged Property thereunder
      and the proceeds thereof, and when such Mortgages are filed or recorded in
      the
      proper real estate filing or recording offices, the Collateral Agent (for the
      benefit of the Secured Parties) shall have a fully perfected Lien on, and
      security interest in, all right, title and interest of the Loan Parties in
      such
      Mortgaged Property and, to the extent applicable, subject to Section 9-315
      of the Uniform Commercial Code, the proceeds thereof, in each case prior and
      superior in right to any other person, other than with respect to the rights
      of
      a person pursuant to Permitted Liens.

     

    (e) Notwithstanding
      anything herein (including this Section 3.17) or in any other Loan Document
      to
      the contrary, other than to the extent set forth in the applicable Foreign
      Pledge Agreements, no Borrower or any other Loan Party makes any representation
      or warranty as to the effects of perfection or non-perfection, the priority
      or
      the enforceability of any pledge of or security interest in any Equity Interests
      of any Foreign Subsidiary that is not a Loan Party, or as to the rights and
      remedies of the Agents or any Lender with respect thereto, under foreign
      law.

     

    SECTION
      3.18. Location
      of Real Property and Leased Premises.
      xxv)  The
      Perfection Certificate lists completely and correctly, in all material respects,
      as of the Closing Date all material Real Property owned by Holdings, the
      Borrowers and the Subsidiary Loan Parties and the addresses thereof. As of
      the
      Closing Date, Holdings, the Borrowers and the Subsidiary Loan Parties own in
      fee
      all the Real Property set forth as being owned by them on the Perfection
      Certificate.

     

    


    
      
        
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    (b) The
      Perfection Certificate lists completely and correctly in all material respects,
      as of the Closing Date, all material real property leased by Holdings, the
      Borrowers and the Subsidiary Loan Parties and the addresses thereof. As of
      the
      Closing Date, Holdings, the Borrowers and the Subsidiary Loan Parties have
      in
      all material respects valid leases in all the real property set forth as being
      leased by them on the Perfection Certificate.

     

    SECTION
      3.19. Solvency.
      xxvi)  Immediately
      after giving effect to the Transactions on the Closing Date, (i) the fair value
      of the assets of the Company (individually) and Holdings, the Company and its
      Subsidiaries on a consolidated basis, at a fair valuation, will exceed the
      debts
      and liabilities, direct, subordinated, contingent or otherwise, of the Company
      (individually) and Holdings, the Company and its Subsidiaries on a consolidated
      basis, respectively; (ii) the present fair saleable value of the property of
      the
      Company (individually) and Holdings, the Company and its Subsidiaries on a
      consolidated basis will be greater than the amount that will be required to
      pay
      the probable liability of the Company (individually) and Holdings, the Company
      and its Subsidiaries on a consolidated basis, respectively, on their debts
      and
      other liabilities, direct, subordinated, contingent or otherwise, as such debts
      and other liabilities become absolute and matured; (iii) the Company
      (individually) and Holdings, the Company and its Subsidiaries on a consolidated
      basis will be able to pay their debts and liabilities, direct, subordinated,
      contingent or otherwise, as such debts and liabilities become absolute and
      matured; and (iv) the Company (individually) and Holdings, the Company and
      its
      Subsidiaries on a consolidated basis will not have unreasonably small capital
      with which to conduct the businesses in which they are engaged as such
      businesses are now conducted and are proposed to be conducted following the
      Closing Date.

     

    (b) On
      the
      Closing Date, neither Holdings nor any Borrower intends to, and neither Holdings
      nor any Borrower believes that it or any of its subsidiaries will, incur debts
      beyond its ability to pay such debts as they mature, taking into account the
      timing and amounts of cash to be received by it or any such subsidiary and
      the
      timing and amounts of cash to be payable on or in respect of its Indebtedness
      or
      the Indebtedness of any such subsidiary.

     

    SECTION
      3.20. Labor
      Matters.
      Except
      as, individually or in the aggregate, would not reasonably be expected to have
      a
      Material Adverse Effect: (a) there are no strikes or other labor disputes
      pending or threatened against Holdings, the Borrowers or any of the
      Subsidiaries; (b) the hours worked and payments made to employees of Holdings,
      the Borrowers and the Subsidiaries have not been in violation of the Fair Labor
      Standards Act or any other applicable law dealing with such matters; and (c)
      all
      payments due from Holdings, the Borrowers or any of the Subsidiaries or for
      which any claim may be made against Holdings, the Borrowers or any of the
      Subsidiaries, on account of wages and employee health and welfare insurance
      and
      other benefits have been paid or accrued as a liability on the books of
      Holdings, the Borrowers or such Subsidiary to the extent required by GAAP.
      Except as, individually or in the aggregate, would not reasonably be expected
      to
      have a Material Adverse Effect, the consummation of the Transactions will not
      give rise to a right of termination or right of renegotiation on the part of
      any
      union under any material collective bargaining agreement to which Holdings,
      the
      Borrowers or any of the Subsidiaries (or any predecessor) is a party or by
      which
      Holdings, the Borrowers or any of the Subsidiaries (or any predecessor) is
      bound.

     

    


    
      
        
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    SECTION
      3.21. Insurance.
      Schedule 3.21
      sets
      forth a true, complete and correct description of all material insurance
      maintained by or on behalf of Holdings, the Borrowers or the Subsidiaries as
      of
      the Closing Date. As of such date, such insurance is in full force and effect.
      

     

    SECTION
      3.22. No
      Default.
      No
      Default or Event of Default has occurred and is continuing or would result
      from
      the consummation of the transactions contemplated by this Agreement or any
      other
      Loan Document. 

     

    SECTION
      3.23. Intellectual
      Property; Licenses, Etc.
      Except
      as would not reasonably be expected to have a Material Adverse Effect and as
      set
      forth in Schedule
      3.23,
      (a) the
      Borrowers and each of their Subsidiaries own, or possess the right to use,
      all
      of the patents, patent rights, trademarks, service marks, trade names,
      copyrights and any and all applications or registrations for any of the
      foregoing (collectively, “Intellectual
      Property Rights”)
      that
      are reasonably necessary for the operation of their respective businesses,
      without conflict with the rights of any other person, (b) to the best knowledge
      of the Borrowers, no intellectual property right, proprietary right, product,
      process, method, substance, part, or other material now employed, sold or
      offered by or contemplated to be employed, sold or offered by the Borrowers
      or
      their Subsidiaries infringes upon any rights held by any other person, and
      (c)
      no claim or litigation regarding any of the foregoing is pending or, to the
      best
      knowledge of the Borrowers, threatened.

     

    SECTION
      3.24. Senior
      Debt.
      The
      Obligations constitute “Senior Debt” (or the equivalent thereof) and “Designated
      Senior Debt” (or the equivalent thereof) under the Senior Subordinated Notes
      Indentures or any Permitted Refinancing Indebtedness in respect of the Senior
      Subordinated Notes or such other Indebtedness permitted to be incurred hereunder
      constituting subordinated Indebtedness.

     

    SECTION
      3.25. Common
      Enterprise.
      The
      successful operation and condition of each of the Loan Parties is enhanced
      by
      the continued successful performance of the functions of the group of Loan
      Parties as a whole. Each of the Loan Parties expects to derive benefit (and
      its
      board of directors or other governing body has determined that it may reasonably
      be expected to derive benefit), directly and indirectly, from successful
      operations of Holdings and each of the other Loan Parties. Each Loan Party
      expects to derive benefit (and the boards of directors or other governing body
      of each such Loan Party have determined that it may reasonably be expected
      to
      derive benefit), directly and indirectly, from the credit extended by the
      Lenders to the Loan Parties hereunder, both in their separate capacities and
      as
      members of the group of companies. Each Loan Party has determined that
      execution, delivery, and performance of this Agreement and any other Loan
      Documents to be executed by such Loan Party are within its corporate purpose,
      will be of direct and indirect benefit to such Loan Party, and are in its best
      interest.

     

    


    
      
        
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    ARTICLE
      IV

     

    


     

    Conditions
      of Lending

     

    The
      obligations of (a) the Lenders (including the Swingline Lender) to make Loans
      and (b) any Issuing Bank to issue Letters of Credit or increase the stated
      amounts of Letters of Credit hereunder (each, a “Credit
      Event”)
      are
      subject to the satisfaction of the following conditions:

     

    SECTION
      4.01. All
      Credit Events.
      On the
      date of each Credit Event:

     

    (a) The
      Administrative Agent shall have received, in the case of a Borrowing, a
      Borrowing Request as required by Section 2.03 (or a Borrowing Request shall
      have been deemed given in accordance with the last paragraph of
      Section 2.03) or, in the case of the issuance of a Letter of Credit, the
      applicable Issuing Bank and the Administrative Agent shall have received a
      notice requesting the issuance of such Letter of Credit as required by
      Section 2.05(b).

     

    (b) The
      representations and warranties set forth in the Loan Documents shall be true
      and
      correct in all material respects as of such date (other than an amendment,
      extension or renewal of a Letter of Credit without any increase in the stated
      amount of such Letter of Credit), in each case, with the same effect as though
      made on and as of such date, except to the extent such representations and
      warranties expressly relate to an earlier date (in which case such
      representations and warranties shall be true and correct in all material
      respects as of such earlier date).

     

    (c) In
      the
      case of each Credit Event that occurs after the Closing Date, at the time of
      and
      immediately after such Credit Event, no Event of Default or Default shall have
      occurred and be continuing or would result therefrom.

     

    (d) Such
      Credit Event is permitted under the terms of all Material
      Indebtedness.

     

    Each
      such
      Borrowing and each issuance, amendment, extension or renewal of a Letter of
      Credit shall be deemed to constitute a representation and warranty by the
      Borrowers on the date of such Borrowing, issuance, amendment, extension or
      renewal as applicable, (i) as to the matters specified in paragraphs (b),
      (c) and (d) of this Section 4.01, and (b) that the aggregate amount of the
      Revolving Facility Credit Exposure for which any Borrower is the borrower (in
      the case of Loans) or the account party (in the case of Letters of Credit)
      does
      not exceed the portion of the Borrowing Base attributable to such Borrower’s
      Accounts and Inventory.

     

    SECTION
      4.02. Effectiveness
      of Commitments.
      On the
      Closing Date:

     

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

     

    


    
      
        
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    (b) The
      Administrative Agent shall have received, on behalf of itself and the Lenders
      and each Issuing Bank on the Closing Date, a favorable written opinion of (i)
      Wachtell, Lipton, Rosen & Katz, special counsel for the Loan Parties, in
      form and substance reasonably satisfactory to the Administrative Agent, (ii)
      Jeff Thompson, in-house counsel for certain of the Loan Parties, in form and
      substance reasonably satisfactory to the Administrative Agent, and (iii) Gail
      Lehman, in-house counsel for certain of the Loan Parties, in form and substance
      reasonably satisfactory to the Administrative Agent, in each case (A) dated
      the
      Closing Date, (B) addressed to each Issuing Bank on the Closing Date, the
      Administrative Agent and the Lenders and (C) in form and substance reasonably
      satisfactory to the Administrative Agent and covering such other matters
      relating to the Loan Documents as the Administrative Agent shall reasonably
      request.

     

    (c) The
      Administrative Agent shall have received in the case of each Loan Party each
      of
      the items referred to in clauses (i), (ii), (iii), (iv) and (v)
      below:

     

    (i) only
      if
      such document or item shall have changed since September 20, 2006 in respect
      of
      Berry and any Loan Party that was a subsidiary of Berry Holdings immediately
      prior to Closing Date, or May 18, 2006 in respect of Covalence Holdings or
      any
      Loan Party that was a subsidiary of Covalence Holdings immediately prior to
      the
      Closing Date, a copy of the certificate or articles of incorporation,
      certificate of limited partnership or certificate of formation, including all
      amendments thereto, of each Loan Party, (A) in the case of a corporation,
      certified as of a recent date by the Secretary of State (or other similar
      official) of the jurisdiction of its organization, and a certificate as to
      the
      good standing (to the extent such concept or a similar concept exists under
      the
      laws of such jurisdiction) of each such Loan Party as of a recent date from
      such
      Secretary of State (or other similar official) or (B) in the case of a
      partnership or limited liability company, certified by the Secretary or
      Assistant Secretary of each such Loan Party;

     

    (ii) a
      certificate of the Secretary or Assistant Secretary or similar officer of each
      Loan Party dated the Closing Date and certifying

     

    (A) (1)
      that
      attached thereto is a true and complete copy of the by-laws (or partnership
      agreement, limited liability company agreement or other equivalent governing
      documents) of such Loan Party as in effect on the Closing Date and at all times
      since the date of the resolutions described in clause (B) below, or (2)
      that the by-laws (or partnership agreement, limited liability company agreement
      or other equivalent governing documents) of such Loan Party, as in effect on
      the
      Closing Date, have not been modified, rescinded or amended since September
      20,
      2006 in respect of Berry and any Loan Party that was a subsidiary of Berry
      Holdings immediately prior to Closing Date, or May 18, 2006 in respect of
      Covalence Holdings or any Loan Party that was a subsidiary of Covalence Holdings
      immediately prior to the Closing Date,

     

    


    
      
        
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    (B) that
      attached thereto is a true and complete copy of resolutions duly adopted by
      the
      Board of Directors (or equivalent governing body) of such Loan Party (or its
      managing general partner or managing member) authorizing the execution, delivery
      and performance of the Loan Documents to which such person is a party and,
      in
      the case of the Borrowers, the borrowings hereunder, and that such resolutions
      have not been modified, rescinded or amended and are in full force and effect
      on
      the Closing Date,

     

    (C) that
      the
      certificate or articles of incorporation, certificate of limited partnership
      or
      certificate of formation of such Loan Party has not been amended since the
      date
      of the last amendment thereto disclosed pursuant to clause (i)
      above,

     

    (D) as
      to the
      incumbency and specimen signature of each officer executing any Loan Document
      or
      any other document delivered in connection herewith on behalf of such Loan
      Party, and

     

    (E) as
      to the
      absence of any pending proceeding for the dissolution or liquidation of such
      Loan Party or, to the knowledge of such person, threatening the existence of
      such Loan Party; 

     

    (iii) a
      certificate of a director or another officer as to the incumbency and specimen
      signature of the Secretary or Assistant Secretary or similar officer executing
      the certificate pursuant to clause (ii) above; 

     

    (iv) a
      calculation of the Borrowing Base as of the Closing Date in the form of
Schedule
      4.02
      reasonably satisfactory to the Administrative Agent; and

     

    (v) such
      other documents as the Administrative Agent, the Lenders and any Issuing Bank
      on
      the Closing Date may reasonably request (including without limitation, tax
      identification numbers and addresses).

     

    (d) The
      elements of the Collateral and Guarantee Requirement required to be satisfied
      on
      the Closing Date shall have been satisfied (other than in the case of any
      security interest in the intended Collateral or any deliverable related to
      the
      perfection of security interests in the intended Collateral (other than any
      Collateral the security interest in which may be perfected by the filing of
      a
      UCC financing statement or the delivery of stock certificates and the security
      agreement giving rise to the security interest therein) that is not provided
      on
      the Closing Date after the Company’s use of commercially reasonable efforts to
      do so, which such security interest or deliverable shall be delivered within
      the
      time periods specified with respect thereto in Schedule
      4.02(d)),
      and
      the Administrative Agent shall have received a completed Perfection Certificate,
      dated the Closing Date and signed by a Responsible Officer of the Company,
      together with all attachments contemplated thereby.

     

    (e) The
      Business Combination shall have been consummated or shall be consummated
      simultaneously with or immediately following the closing under this

     

    


    
      
        
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    Agreement
      in accordance with the terms and conditions of the Business Combination as
      set
      forth in the Merger Documents, without material amendment, supplement,
      modification or waiver thereof which is materially adverse to the Lenders
      without the prior written consent of the Joint Lead Arrangers.

     

    (f) The
      Lenders shall have received the financial statements referred to in
      Section 3.05.

     

    (g) On
      the
      Closing Date, after giving effect to the Transactions and the other transactions
      contemplated hereby, Holdings shall have outstanding no Indebtedness and the
      Borrowers and the Subsidiaries shall have outstanding no Indebtedness other
      than
      (i) the Loans and other extensions of credit under this Agreement, (ii) the
      Senior Subordinated Notes, (iii) the Second Lien Notes, (iv) the Term Loans,
      and
      (v) other Indebtedness permitted pursuant to Section 6.01.

     

    (h) The
      Lenders shall have received a solvency certificate substantially in the form
      of
Exhibit B
      and
      signed by the Chief Financial Officer of the Company confirming the solvency
      of
      the Company and its Subsidiaries on a consolidated basis after giving effect
      to
      the Transactions on the Closing Date. 

     

    (i) The
      Agents shall have received all fees payable thereto or to any Lender on or
      prior
      to the Closing Date and, to the extent invoiced, all other amounts due and
      payable pursuant to the Loan Documents on or prior to the Closing Date,
      including, to the extent invoiced, reimbursement or payment of all reasonable
      out-of-pocket expenses (including reasonable fees, charges and disbursements
      of
      Shearman & Sterling LLP and local counsel) required to be reimbursed or paid
      by the Loan Parties hereunder or under any Loan Document.

     

    (j) Each
      of
      (i) the Collateral Agreement, (ii) the Senior Lender Intercreditor Agreement,
      (iii) Intercreditor Agreement and (iv) the Term Loan Credit Agreement shall
      have
      been executed and delivered by the respective parties thereto and shall have
      become effective, and the Administrative Agent shall have received evidence
      satisfactory to it of such execution and delivery and
      effectiveness.

     

    For
      purposes of determining compliance with the conditions specified in this Section
      4.02, each Lender shall be deemed to have consented to, approved or accepted
      or
      to be satisfied with each document or other matter required thereunder to be
      consented to or approved by or acceptable or satisfactory to the Lenders unless
      an officer of the Administrative Agent responsible for the transactions
      contemplated by the Loan Documents shall have received notice from such Lender
      prior to the Closing Date specifying its objection thereto and such Lender
      shall
      not have made available to the Administrative Agent such Lender’s ratable
      portion of the initial Borrowing.

     

     

    ARTICLE
      V

     

     

    


     

     

    Affirmative
      Covenants

     

    The
      Borrowers covenant and agree with each Lender that so long as this Agreement
      shall remain in effect (other than in respect of contingent indemnification
      obligations

     

    


    
      
        
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    for
      which
      no claim has been made) and until the Commitments have been terminated and
      the
      Obligations (including principal of and interest on each Loan, all Fees and
      all
      other expenses or amounts payable under any Loan Document) shall have been
      paid
      in full and all Letters of Credit and Bankers’ Acceptances have been canceled or
      fully cash collateralized (in a manner reasonably acceptable to the
      Administrative Agent and the Issuing Banks) or have expired and all amounts
      drawn or paid thereunder have been reimbursed in full, unless the Required
      Lenders shall otherwise consent in writing, the Borrowers will, and will cause
      each of the Material Subsidiaries to:

     

    SECTION
      5.01. Existence;
      Businesses and Properties.
      (a) Do
      or cause to be done all things necessary to preserve, renew and keep in full
      force and effect its legal existence, except, in the case of a Subsidiary of
      the
      Company, where the failure to do so would not reasonably be expected to have
      a
      Material Adverse Effect, and except as otherwise expressly permitted under
      Section 6.05, and except for the liquidation or dissolution of Subsidiaries
      if
      the assets of such Subsidiaries to the extent they exceed estimated liabilities
      are acquired by the Company or a Wholly Owned Subsidiary of the Company in
      such
      liquidation or dissolution; provided,
      that
      Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not
      Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign
      Subsidiaries.

     

    (b) Except
      where the failure to do so would not reasonably be expected to have a Material
      Adverse Effect, do or cause to be done all things necessary to (i) lawfully
      obtain, preserve, renew, extend and keep in full force and effect the permits,
      franchises, authorizations, patents, trademarks, service marks, trade names,
      copyrights, licenses and rights with respect thereto necessary to the normal
      conduct of its business and (ii) at all times maintain and preserve all property
      necessary to the normal conduct of its business and keep such property in good
      repair, working order and condition and from time to time make, or cause to
      be
      made, all needful and proper repairs, renewals, additions, improvements and
      replacements thereto necessary in order that the business carried on in
      connection therewith, if any, may be properly conducted at all times (in each
      case except as expressly permitted by this Agreement).

     

    SECTION
      5.02. Insurance.
      xxvii)  Maintain,
      with financially sound and reputable insurance companies, insurance in such
      amounts and against such risks as are customarily maintained by similarly
      situated companies engaged in the same or similar businesses operating in the
      same or similar locations and cause the Administrative Agent to be listed as
      a
      co-loss payee on property and casualty policies and as an additional insured
      on
      liability policies.

     

    (b) With
      respect to any Mortgaged Properties, if at any time the area in which the
      Premises (as defined in the Mortgages) are located is designated a “flood hazard
      area” in any Flood Insurance Rate Map published by the Federal Emergency
      Management Agency (or any successor agency), obtain flood insurance in such
      reasonable total amount as the Administrative Agent may from time to time
      reasonably require, and otherwise comply with the National Flood Insurance
      Program as set forth in the Flood Disaster Protection Act of 1973, as it may
      be
      amended from time to time.

     

    (c) In
      connection with the covenants set forth in this Section 5.02, it is understood
      and agreed that:

     

    


    
      
        
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    (i) none
      of
      the Administrative Agent, the Issuing Banks, the Lenders, and their respective
      agents or employees shall be liable for any loss or damage insured by the
      insurance policies required to be maintained under this Section 5.02, it being
      understood that (A) the Loan Parties shall look solely to their insurance
      companies or any other parties other than the aforesaid parties for the recovery
      of such loss or damage and (B) such insurance companies shall have no rights
      of
      subrogation against the Administrative Agent, the Lenders, any Issuing Bank
      or
      their agents or employees. If, however, the insurance policies, as a matter
      of
      the internal policy of such insurer, do not provide waiver of subrogation rights
      against such parties, as required above, then each of Holdings and the
      Borrowers, on behalf of itself and behalf of each of its subsidiaries, hereby
      agrees, to the extent permitted by law, to waive, and further agrees to cause
      each of their Subsidiaries to waive, its right of recovery, if any, against
      the
      Administrative Agent, the Lenders, any Issuing Bank and their agents and
      employees; and

     

    (ii) the
      designation of any form, type or amount of insurance coverage by the
      Administrative Agent under this Section 5.02 shall in no event be deemed a
      representation, warranty or advice by the Administrative Agent or the Lenders
      that such insurance is adequate for the purposes of the business of Holdings,
      the Borrowers and the Subsidiaries or the protection of their
      properties.

     

    SECTION
      5.03. Taxes.
      Pay and
      discharge promptly when due all material Taxes, imposed upon it or upon its
      income or profits or in respect of its property, before the same shall become
      delinquent or in default, as well as all lawful claims which, if unpaid, might
      give rise to a Lien upon such properties or any part thereof; provided,
      however,
      that
      such payment and discharge shall not be required with respect to any such Tax
      or
      claim so long as the validity or amount thereof shall be contested in good
      faith
      by appropriate proceedings, and Holdings, the Company or the affected
      Subsidiary, as applicable, shall have set aside on its books reserves in
      accordance with GAAP with respect thereto.

     

    SECTION
      5.04. Financial
      Statements, Reports, etc.
      Furnish
      to the Administrative Agent (which will promptly furnish such information to
      the
      Lenders):

     

    (a) within
      90
      days (or, if applicable, such shorter period as the SEC shall specify for the
      filing of annual reports on Form 10-K) after the end of each fiscal year, a
      consolidated balance sheet and related statements of operations, cash flows
      and
      owners’ equity showing the financial position of the Company and its
      Subsidiaries as of the close of such fiscal year and the consolidated results
      of
      its operations during such year and, beginning with the financials delivered
      pursuant to this clause (a) in respect of the 2008 fiscal year, setting forth
      in
      comparative form the corresponding figures for the prior fiscal year, which
      consolidated balance sheet and related statements of operations, cash flows
      and
      owners’ equity shall be audited by independent public accountants of recognized
      national standing and accompanied by an opinion of such accountants (which
      opinion shall not be qualified as to scope of audit or as to the status of
      the
      Company or any Material Subsidiary as a going concern) to the effect that such
      consolidated financial statements fairly present, in all material respects,
      the
      financial position and results of operations of the Company and its Subsidiaries
      on a consolidated basis in accordance with GAAP (it being understood that the
      delivery by the Company of annual reports on Form 10-K of the Company and its
      consolidated Subsidiaries shall satisfy the

     

    


    
      
        
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    requirements
      of this Section 5.04(a) to the extent such annual reports include the
      information specified herein);

     

    (b) within
      45
      days (or, if applicable, such shorter period as the SEC shall specify for the
      filing of quarterly reports on Form 10-Q) after the end of each of the first
      three fiscal quarters of each fiscal year beginning with the fiscal quarter
      ending June 30, 2007, for each of the first three fiscal quarters of each fiscal
      year, (i) a consolidated balance sheet and related statements of operations
      and
      cash flows showing the financial position of the Company and its Subsidiaries
      as
      of the close of such fiscal quarter and the consolidated results of its
      operations during such fiscal quarter and the then-elapsed portion of the fiscal
      year and setting forth in comparative form the corresponding figures for the
      corresponding periods of the prior fiscal year, and (ii) management’s discussion
      and analysis of significant operational and financial developments during such
      quarterly period, all of which shall be in reasonable detail and which
      consolidated balance sheet and related statements of operations and cash flows
      shall be certified by a Financial Officer of the Company on behalf of the
      Company as fairly presenting, in all material respects, the financial position
      and results of operations of the Company and its Subsidiaries on a consolidated
      basis in accordance with GAAP (subject to normal year-end audit adjustments
      and
      the absence of footnotes) (it being understood that the delivery by the Company
      of quarterly reports on Form 10-Q of the Company and its consolidated
      Subsidiaries shall satisfy the requirements of this Section 5.04(b) to the
      extent such quarterly reports include the information specified herein);


     

    (c) (x)
      concurrently with any delivery of financial statements under paragraphs (a)
      or
      (b) above, a certificate of a Financial Officer of the Company certifying (i)
      that no Event of Default or Default has occurred or, if such an Event of Default
      or Default has occurred, specifying the nature and extent thereof and any
      corrective action taken or proposed to be taken with respect thereto, (ii)
      whether an Availability Triggering Event has occurred during the applicable
      period covered by such financial statements, (iii) the calculation of the ABL
      Fixed Charge Coverage Ratio as of the last day of the applicable period covered
      by such financial statements, and (iv) that the aggregate amount of the
      Revolving Facility Credit Exposure for which any Borrower is the borrower (in
      the case of Loans) or the account party (in the case of Letters of Credit)
      does
      not exceed the portion of the Borrowing Base attributable to such Borrower’s
      Accounts and Inventory, together with, if requested by the Administrative Agent,
      calculations evidencing and supporting such certification, (v) the calculation
      and uses of the Cumulative Credit for the fiscal period then ended if the
      Company shall have used the Cumulative Credit for any purpose during such fiscal
      period, (vi) a list of names of all Immaterial Subsidiaries for the following
      fiscal quarter, that each Subsidiary set forth on such list individually
      qualifies as an Immaterial Subsidiary and that all such Subsidiaries in the
      aggregate (together with all Unrestricted Subsidiaries) do not exceed the
      limitation set forth in clause (b) of the definition of the term Immaterial
      Subsidiary, and (vii) a list of names of all Unrestricted Subsidiaries, that
      each Subsidiary set forth on such list individually qualifies as an Unrestricted
      Subsidiary, and (y) concurrently with any delivery of financial statements
      under
      paragraph (a) above, if the accounting firm is not restricted from providing
      such a certificate by its policies of its national office, a certificate of
      the
      accounting firm opining on or certifying such statements stating
      whether

     

    


    
      
        
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    they
      obtained knowledge during the course of their examination of such statements
      of
      any Default or Event of Default (which certificate may be limited to accounting
      matters and disclaim responsibility for legal interpretations);

     

    (d) promptly
      after the same become publicly available, copies of all periodic and other
      publicly available reports, proxy statements and, to the extent requested by
      the
      Administrative Agent, other materials filed by Holdings, the Company or any
      of
      the Subsidiaries with the SEC, or after an initial public offering, distributed
      to its stockholders generally, as applicable; provided, however, that such
      reports, proxy statements, filings and other materials required to be delivered
      pursuant to this clause (d) shall be deemed delivered for purposes of this
      Agreement when posted to the website of the Company;

     

    (e) within
      90
      days after the beginning of each fiscal year, a reasonably detailed consolidated
      quarterly budget for such fiscal year (including a projected consolidated
      balance sheet of the Company and its Subsidiaries as of the end of the following
      fiscal year, and the related consolidated statements of projected cash flow
      and
      projected income), including a description of underlying assumptions with
      respect thereto (collectively, the “Budget”),
      which
      Budget shall in each case be accompanied by the statement of a Financial Officer
      of the Company to the effect that the Budget is based on assumptions believed
      by
      such Financial Officer to be reasonable as of the date of delivery
      thereof;

     

    (f) upon
      the
      reasonable request of the Administrative Agent, an updated Perfection
      Certificate (or, to the extent such request relates to specified information
      contained in the Perfection Certificate, such information) reflecting all
      changes since the date of the information most recently received pursuant to
      this paragraph (f) or Section 5.10(g);

     

    (g) promptly,
      from time to time, such other information regarding the operations, business
      affairs and financial condition of Holdings, the Company or any of the
      Subsidiaries, or compliance with the terms of any Loan Document, or such
      consolidating financial statements as in each case the Administrative Agent
      may
      reasonably request (for itself or on behalf of any Lender); 

     

    (h) in
      the
      event that (i) in respect of the Second Lien Notes or the Senior Subordinated
      Notes, and any Refinancing Indebtedness with respect thereto, the rules and
      regulations of the SEC permit the Company, Holdings or any Parent Entity to
      report at Holdings’ or such Parent Entity’s level on a consolidated basis and
      (ii) Holdings or such Parent Entity, as the case may be, is not engaged in
      any
      business or activity, and does not own any assets or have other liabilities,
      other than those incidental to its ownership directly or indirectly of the
      capital stock of the Company and the incurrence of Indebtedness for borrowed
      money (and, without limitation on the foregoing, does not have any subsidiaries
      other than the Company and the Company’s Subsidiaries and any direct or indirect
      parent companies of the Company that are not engaged in any other business
      or
      activity and do not hold any other assets or have any liabilities except as
      indicated above) such consolidated reporting at such Parent Entity’s level in a
      manner

     

    


    
      
        
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    consistent
      with that described in paragraphs (a) and (b) of this Section 5.04 for the
      Company (together with a reconciliation showing the adjustments necessary to
      determine the ABL Fixed Charge Coverage Ratio) will satisfy the requirements
      of
      such paragraphs; 

     

    (i) promptly
      upon request by the Administrative Agent, copies of: (i) each Schedule B
      (Actuarial Information) to the most recent annual report (Form 5500 Series)
      filed with the Internal Revenue Service with respect to a Plan; (ii) the most
      recent actuarial valuation report for any Plan; (iii) all notices received
      from
      a Multiemployer Plan sponsor, a plan administrator or any governmental agency,
      or provided to any Multiemployer Plan by Holdings, the Company, a Subsidiary
      or
      any ERISA Affiliate, concerning an ERISA Event; and (iv) such other documents
      or
      governmental reports or filings relating to any Plan or Multiemployer Plan
      as
      the Administrative Agent shall reasonably request; and

     

    (j) promptly
      upon Holdings, the Company or the Subsidiaries becoming aware of any fact or
      condition which would reasonably be expected to result in an ERISA Event, the
      Company shall deliver to Administrative Agent a summary of such facts and
      circumstances and any action it or Holdings or the Subsidiaries intend to take
      regarding such facts or conditions.

     

    SECTION
      5.05. Litigation
      and Other Notices.
      Furnish
      to the Administrative Agent (which will promptly thereafter furnish to the
      Lenders) written notice of the following promptly after any Responsible Officer
      of Holdings or the Company obtains actual knowledge thereof:

     

    (a) any
      Event
      of Default or Default, specifying the nature and extent thereof and the
      corrective action (if any) proposed to be taken with respect
      thereto;

     

    (a) the
      filing or commencement of, or any written threat or notice of intention of
      any
      person to file or commence, any action, suit or proceeding, whether at law
      or in
      equity or by or before any Governmental Authority or in arbitration, against
      Holdings, the Company or any of the Subsidiaries as to which an adverse
      determination is reasonably probable and which, if adversely determined, would
      reasonably be expected to have a Material Adverse Effect;

     

    (b) any
      other
      development specific to Holdings, the Company or any of the Subsidiaries that
      is
      not a matter of general public knowledge and that has had, or would reasonably
      be expected to have, a Material Adverse Effect; and

     

    (c) the
      development of any ERISA Event that, together with all other ERISA Events that
      have developed or occurred, would reasonably be expected to have a Material
      Adverse Effect.

     

    SECTION
      5.06. Compliance
      with Laws.
      Comply
      with all laws, rules, regulations and orders of any Governmental Authority
      applicable to it or its property, except where the failure to do so,
      individually or in the aggregate, would not reasonably be expected to result
      in
      a Material Adverse Effect; provided,
      that
      this Section 5.06 shall not apply to Environmental Laws,

     

    


    
      
        
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    which
      are
      the subject of Section 5.09, or to laws related to Taxes, which are the subject
      of Section 5.03.

     

    SECTION
      5.07. Maintaining
      Records; Access to Properties and Inspections.
      Maintain all financial records in accordance with GAAP and, upon five Business
      Days’ notice (or, if an Event of Default has occurred and is continuing, one
      Business Day’s notice), permit any authorized representatives of the
      Administrative Agent and the Collateral Agent to visit, audit and inspect any
      of
      the properties of such Borrower and its Subsidiaries, including its and their
      financial and accounting records, and to make copies and take extracts
      therefrom, and to discuss its and their affairs, finances and business with
      its
      and their officers and certified public accountants (so long as such Borrower
      has the opportunity to participate in any discussions with such certified public
      accountants), at such reasonable times during normal business hours and without
      undue disruption to the business of the Borrowers as often as may be reasonably
      requested, in each case at the expense of the Borrowers (a “Collateral
      Audit”);
      provided, that so long as no Availability Triggering Event or Event of Default
      has occurred and is continuing, the Administrative Agent shall not conduct
      more
      than one Collateral Audit per year unless the Availability is less than $100
      million for five consecutive days, in which case two Collateral Audits per
      year
      shall be permitted. If an Availability Triggering Event or Event of Default
      has
      occurred and is continuing, representatives of each Lender (at such Lender’s
      expense) will be permitted to accompany representatives of the Administrative
      Agent during each visit, inspection and discussion conducted during the
      existence of such Availability Triggering Event or Event of
      Default.

     

    SECTION
      5.08. Use
      of
      Proceeds.
      Use the
      proceeds of the Revolving Loans and the Swingline Loans and request the issuance
      of Letters of Credit, together with other cash, to consummate the Refinancing
      and the other Transactions and for general corporate purposes. 

     

    SECTION
      5.09. Compliance
      with Environmental Laws.
      Comply,
      and make reasonable efforts to cause all lessees and other persons occupying
      its
      properties to comply, with all Environmental Laws applicable to its operations
      and properties; and obtain and renew all material authorizations and permits
      required pursuant to Environmental Law for its operations and properties, in
      each case in accordance with Environmental Laws, except, in each case with
      respect to this Section 5.09, to the extent the failure to do so would not
      reasonably be expected to have, individually or in the aggregate, a Material
      Adverse Effect.

     

    SECTION
      5.10. Further
      Assurances; Additional Security.
      xxviii)  Execute
      any and all further documents, financing statements, agreements and instruments,
      and take all such further actions (including the filing and recording of
      financing statements, fixture filings, Mortgages and other documents and
      recordings of Liens in stock registries), that may be required under any
      applicable law, or that the Collateral Agent may reasonably request, to satisfy
      the Collateral and Guarantee Requirement and to cause the Collateral and
      Guarantee Requirement to be and remain satisfied, all at the expense of the
      Loan
      Parties and provide to the Collateral Agent, from time to time upon reasonable
      request, evidence reasonably satisfactory to the Collateral Agent as to the
      perfection and priority of the Liens created or intended to be created by the
      Security Documents.

     

    


    
      
        
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    (b) If
      any
      asset (including any Real Property (other than Real Property covered by
      paragraph (c) below) or improvements thereto or any interest therein) that
      has an individual fair market value in an amount greater than $5 million is
      acquired by the Company or any other Loan Party after the Closing Date or owned
      by an entity at the time it becomes a Subsidiary Loan Party (in each case other
      than (x) assets constituting Collateral under a Security Document that
      become subject to the Lien of such Security Document upon acquisition thereof
      and (y) assets that are not required to become subject to Liens in favor of
      the
      Collateral Agent pursuant to Section 5.10(g) or the Security Documents) (i)
      notify the Collateral Agent thereof, (ii) if such asset is comprised of Real
      Property, deliver to Collateral Agent an updated Schedule
      1.01(c)
      reflecting the addition of such asset, and (iii) cause such asset to be
      subjected to a Lien securing the Obligations and take, and cause the Subsidiary
      Loan Parties to take, such actions as shall be necessary or reasonably requested
      by the Administrative Agent to grant and perfect such Liens, including actions
      described in paragraph (a) of this Section, all at the expense of the Loan
      Parties, subject to paragraph (g) below.

     

    (c) Promptly
      notify the Collateral Agent of the acquisition of and grant and cause each
      of
      the Subsidiary Loan Parties to grant to the Collateral Agent security interests
      and mortgages in such Real Property of the Company or any such Subsidiary Loan
      Parties as are not covered by the original Mortgages, to the extent acquired
      after the Closing Date and having a value at the time of acquisition in excess
      of $5 million pursuant to documentation substantially in the form of the
      Mortgages delivered to the Collateral Agent on the Closing Date or in such
      other
      form as is reasonably satisfactory to the Administrative Agent (each, an
“Additional
      Mortgage”)
      and
      constituting valid and enforceable Liens subject to no other Liens except
      Permitted Liens, at the time of perfection thereof, record or file, and cause
      each such Subsidiary to record or file, the Additional Mortgage or instruments
      related thereto in such manner and in such places as is required by law to
      establish, perfect, preserve and protect the Liens in favor of the Collateral
      Agent required to be granted pursuant to the Additional Mortgages and pay,
      and
      cause each such Subsidiary to pay, in full, all Taxes, fees and other charges
      payable in connection therewith, in each case subject to paragraph (g)
      below. Unless otherwise waived by the Collateral Agent, with respect to each
      such Additional Mortgage, the Company shall deliver to the Collateral Agent
      contemporaneously therewith a title insurance policy, and a survey.

     

    (d) If
      any
      additional direct or indirect Subsidiary of the Company is formed or acquired
      after the Closing Date (with any Subsidiary Redesignation resulting in an
      Unrestricted Subsidiary becoming a Subsidiary being deemed to constitute the
      acquisition of a Subsidiary) and if such Subsidiary is a Subsidiary Loan Party,
      within five Business Days after the date such Subsidiary is formed or acquired,
      notify the Collateral Agent and the Lenders thereof and, within 20 Business
      Days
      after the date such Subsidiary is formed or acquired or such longer period
      as
      the Collateral Agent shall agree, cause the Collateral and Guarantee Requirement
      to be satisfied with respect to such Subsidiary and with respect to any Equity
      Interest in or Indebtedness of such Subsidiary owned by or on behalf of any
      Loan
      Party, subject to paragraph (g) below.

     

    (e) If
      any
      additional Foreign Subsidiary of the Company is formed or acquired after the
      Closing Date (with any Subsidiary Redesignation resulting in an Unrestricted
      Subsidiary becoming a Subsidiary being deemed to constitute the acquisition
      of a
      Subsidiary) and if such Subsidiary is a “first tier” Foreign Subsidiary, within
      five Business Days after the date such Foreign Subsidiary is formed or acquired,
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    thereof
      and, within 20 Business Days after the date such Foreign Subsidiary is formed
      or
      acquired or such longer period as the Collateral Agent shall agree, cause the
      Collateral and Guarantee Requirement to be satisfied with respect to any Equity
      Interest in such Foreign Subsidiary owned by or on behalf of any Loan Party,
      subject to paragraph (g) below.

     

    (f) (i)
      Furnish to the Collateral Agent prompt written notice of any change (A) in
      any
      Loan Party’s corporate or organization name, (B) in any Loan Party’s identity or
      organizational structure or (C) in any Loan Party’s organizational
      identification number; provided,
      that
      the Borrowers shall not effect or permit any such change unless all filings
      have
      been made, or will have been made within any statutory period, 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 for the benefit of the Secured
      Parties and (ii) promptly notify the Administrative Agent if any material
      portion of the Collateral is damaged or destroyed.

     

    (g) The
      Collateral and Guarantee Requirement and the other provisions of this
      Section 5.10 need not be satisfied with respect to (i) any Real Property
      held by the Borrowers or any of their Subsidiaries as a lessee under a lease,
      (ii) any vehicle, (iii) except as required pursuant to Section 5.15, cash,
      deposit account and security accounts (provided
      that
      this clause (iii) shall not affect the Collateral Agent’s right to claim a
      security interest in proceeds of Accounts and Inventory), (iv) any Equity
      Interests acquired after the Closing Date (other than Equity Interests in the
      Company or, in the case of any person which is a Subsidiary, Equity Interests
      in
      such person issued or acquired after such person became a Subsidiary) in
      accordance with this Agreement if, and to the extent that, and for so long
      as
      (A) such Equity Interests constitute less than 100% of all applicable Equity
      Interests of such person and the person holding the remainder of such Equity
      Interests are not Affiliates, (B) doing so would violate applicable law or
      a
      contractual obligation binding on such Equity Interests and (C) with respect
      to
      such contractual obligations, such obligation existed at the time of the
      acquisition thereof and was not created or made binding on such Equity Interests
      in contemplation of or in connection with the acquisition of such Subsidiary,
      (v) any assets acquired after the Closing Date, to the extent that, and for
      so
      long as, taking such actions would violate an enforceable contractual obligation
      binding on such assets that existed at the time of the acquisition thereof
      and
      was not created or made binding on such assets in contemplation or in connection
      with the acquisition of such assets (except in the case of assets acquired
      with
      Indebtedness permitted pursuant to Section 6.01(i) that is secured by a
      Permitted Lien) or (vi) those assets as to which the Collateral Agent shall
      reasonably determine that the costs of obtaining or perfecting such a security
      interest are excessive in relation to the value of the security to be afforded
      thereby; provided,
      that,
      upon the reasonable request of the Collateral Agent, the Company shall, and
      shall cause any applicable Subsidiary to, use commercially reasonable efforts
      to
      have waived or eliminated any contractual obligation of the types described
      in
      clauses (iv) and (v) above.

     

    SECTION
      5.11. [Intentionally
      Omitted.]

     

    SECTION
      5.12. Appraisals
      and Reports.
      The
      Company shall use commercially reasonable efforts to facilitate the completion
      of Post-Closing Reports within 90 days after the Closing Date. In addition,
      the
      Borrowers shall provide to the Collateral Agent, upon request of the Collateral
      Agent and at the expense of the Borrowers, (a) so long as no
      Availability

     

    


    
      
        
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    Triggering
      Event or Event of Default has occurred and is continuing, one time in each
      calendar year (in coordination with the Company’s annual financial statement
      audit), or (b) if the Availability is less than $100 million for five
      consecutive days, two times per calendar year, and (c) if any Availability
      Triggering Event or Event of Default has occurred and is continuing, one
      additional time during any calendar year, appraisals or updates thereof of
      any
      or all of the Collateral from one or more Acceptable Appraisers (as selected
      by
      the Borrowers), and prepared in a form and on a basis reasonably satisfactory
      to
      the Collateral Agent, such appraisals and updates to include, without
      limitation, information required by Requirements of Law and by the internal
      policies of the Lenders. In addition, the Borrowers shall have the right (but
      not the obligation), at their expense, at any time and from time to time (but
      not more than twice per year) to provide the Collateral Agent with additional
      appraisals or updates thereof of any or all of the Collateral from one or more
      Acceptable Appraisers (as selected by the Borrowers), and prepared in a form
      and
      on a basis reasonably satisfactory to the Collateral Agent, in which case such
      appraisals or updates shall be used in connection with the determination of
      the
      Orderly Liquidation Value and the calculation of the Borrowing Base hereunder.
      In connection with any appraisal requested by the Collateral Agent pursuant
      to
      this Section 5.12, the Borrowers shall be given 20 days following such request
      by the Collateral Agent to choose and engage the Acceptable Appraiser prior
      to
      the commencement of such appraisal. With respect to each appraisal made pursuant
      to this Section 5.12 after the Closing Date, (i) the Collateral Agent and the
      Borrowers shall each be given a reasonable amount of time to review and comment
      on a draft form of the appraisal prior to its finalization and (ii) any
      adjustments to the Orderly Liquidation Value or the Borrowing Base hereunder
      as
      a result of such appraisal shall become effective 20 days following the
      finalization of such appraisal. 

     

    SECTION
      5.13. Collateral
      Reporting.
      Provide, or cause to be provided, to the Collateral Agent, a Borrowing Base
      Certificate on or before the 20th
      Business
      Day of each Fiscal Period, or, during the continuance of an Availability
      Triggering Event or Event of Default, more frequently if requested by the
      Collateral Agent (but in no event more frequently than once in any seven
      consecutive days), for the preceding Fiscal Period end (or such shorter period
      during the continuance of an Availability Triggering Event or Event of Default),
      substantially in the form of Exhibit
      F.
      If the
      Borrowers’ records or reports of the Collateral required to be delivered
      pursuant to this Agreement are prepared by an accounting service or other agent,
      the Borrowers hereby authorize such service or agent to deliver such records
      or
      reports to the Collateral Agent, for distribution to the Lenders.

     

    SECTION
      5.14. Accounts.
      

     

    (a) Not
      re-date any invoice or sale or make sales on extended dating or extend or modify
      any Account outside the ordinary course of business.

     

    (b) Not,
      without the Collateral Agent’s prior written consent, accept any note or other
      instrument (except a check or other instrument for the immediate payment of
      money) with respect to any Account other than Accounts which (i) do not exceed
      $1 million individually and (ii) at the time of accepting such note or other
      instrument are not less than 90 days past due from the date of the original
      invoice therefor or in settlement of a bankrupt or disputed account. If the
      Collateral Agent consents to the acceptance of any such instrument, such Loan
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    promptly
      deliver such instrument to the Collateral Agent, endorsed to the Collateral
      Agent in a manner satisfactory in form and substance to the Collateral
      Agent.

     

    (c) Take
      commercially reasonable steps to settle, contest, or adjust any dispute or
      claim
      in excess of $1 million at no expense to the Secured Parties. No discount,
      credit, or allowance shall be granted to any Account Debtor without the
      Collateral Agent’s prior written consent, except for discounts, credits, and
      allowances made or given in the ordinary course of business of the Borrowers
      (unless an Event of Default has occurred and is continuing and the Collateral
      Agent has notified the Borrowers that such exception is withdrawn).

     

    (d) If
      an
      Account Debtor returns any Inventory to any Borrower then, unless an Event
      of
      Default exists and the Collateral Agent has given notice to the Borrowers not
      to
      do so, such Borrower shall promptly determine the reason for such return and
      if
      such return has a valid reason shall issue a credit memorandum to the Account
      Debtor in the appropriate amount. All returned Inventory of the Borrowers or
      its
      Subsidiaries shall be subject to the Collateral Agent’s Liens thereon. Whenever
      any Inventory is returned, the related Account shall be deemed ineligible
      (without duplication of any other exclusion) to the extent of the amount owing
      by the Account Debtor with respect to such returned Inventory.

     

    SECTION
      5.15. Collection
      of Accounts; Payments.
      

     

    (a) Within
      120 days after the Closing Date, establish a Payment Account (the “Primary
      Payment Account”)
      subject to a Blocked Account Agreement and
      other
      documentation reasonably acceptable to the Administrative Agent, into which
      all
      Account collections and proceeds of Revolving Facility Senior Collateral (as
      defined in the Senior Lender Intercreditor Agreement) will be deposited, and
      the
      Borrowers hereby agree that, if an Availability Triggering Event or Specified
      Default has occurred and is continuing, the Collateral Agent will have exclusive
      dominion and control over the Primary Payment Account. In the absence of an
      Availability Triggering Event or Specified Default, the Borrowers will be
      entitled to direct the application of funds in the Primary Payment Account,
      including directing the Administrative Agent (or other depository bank, if
      applicable) to apply funds to the repayment of the outstanding Loans and other
      amounts payable under the Loan Documents and to otherwise withdraw funds from
      the Primary Payment Account; provided
      that all
      funds withdrawn from the Primary Payment Account will be applied to repay
      operating expenses of the Borrowers and their Subsidiaries in the ordinary
      course of business or for other purposes permitted hereunder other than
      transfers of funds to a deposit account that is not subject to a Blocked Account
      Agreement (an “Unblocked
      Account”)
      or
      investments in Permitted Investments unless (i) the Collateral Agent has a
      first
      priority perfected security interest in such Permitted Investment or Unblocked
      Account or (ii) the amount of such Permitted Investments and funds in Unblocked
      Accounts so transferred for which the Collateral Agent does not have a first
      priority perfected security interest does not exceed $40 million at any one
      time; provided
      that no
      such transfers of funds to Unblocked Accounts or Permitted Investments may
      be
      made pursuant to this clause (ii) if the Availability is less than $100 million
      on such date immediately before and after giving effect to such transfer or
      Permitted Investment.
      If an
      Availability Triggering Event or Specified Default has occurred and is
      continuing, (i) the Collateral Agent shall have the right to apply collections
      received into the Primary Payment Account to the outstanding Loans as provided
      in Section 5.02 of the Collateral Agreement and the Borrowers shall have the
      right, subject to the terms and

     

    


    
      
        
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    conditions
      of this Agreement, to request Borrowings hereunder and direct the disposition
      of
      Revolving Loan proceeds, and (ii) the Borrowers shall not be entitled to present
      items drawn on or otherwise to withdraw or direct the dispositions of funds
      from
      the Primary Payment Account nor shall any Borrower be entitled to close the
      Primary Payment Account until all obligations under this Agreement are paid
      and
      performed in full. Notwithstanding any other agreements the Borrowers may have
      with any Secured Party, the Collateral Agent shall be entitled, during the
      continuance of any Event of Default, for purposes of this Agreement to give
      instructions as to the withdrawal or disposition of funds from time to time
      credited to any deposit account with the Collateral Agent, any Payment Account,
      or the Primary Payment Account, or as to any other matters relating to any
      of
      the forgoing without further consent of the Borrowers. The Collateral Agent’s
      power under this Agreement to give instructions as to the withdrawal or
      disposition of any funds from time to time credited to the Primary Payment
      Account, any other Payment Account or deposit account with the Collateral Agent
      or as to any other matters relating to the foregoing includes, without
      limitation, during an Event of Default, the power to give stop payment orders
      for any items being presented to such accounts for payment. 

     

    (b) No
      later
      than 120 days after the Closing Date or such later time as the Administrative
      Agent shall agree, establish a lock-box service for collections of Accounts
      at
      Clearing Banks reasonably acceptable to the Administrative Agent and, with
      respect to bank accounts with Clearing Banks other than the Collateral Agent,
      if
      requested by the Administrative Agent, subject to Blocked Account Agreements
      and
      other documentation reasonably acceptable to the Administrative Agent
      (provided
      that
      Blocked Account Agreements and other documentation consistent in form and
      substance with the Blocked Account Agreements and documentation established
      in
      connection with the Existing Credit Agreement shall be acceptable to the
      Administrative Agent). The Borrowers shall instruct all Account Debtors with
      respect to Accounts to make all payments directly to the address established
      for
      each such lock-box service or electronically into such lockbox accounts. If,
      notwithstanding such instructions, any Borrower receives any proceeds of
      Accounts, it shall deliver such payments to the Collateral Agent or deposit
      them
      into the Primary Payment Account of another Payment Account established pursuant
      to this Section 5.15(b). All funds received in any Payment Account other than
      the Primary Payment Account shall be promptly transferred to the Primary Payment
      Account. During an Availability Triggering Event or Specified Default, all
      collections received in any lock-box or Payment Account or directly by the
      Borrowers or the Collateral Agent, and all funds in any Payment Account or
      other
      account to which such collections are deposited, shall be subject to the
      Collateral Agent’s exclusive dominion and control and withdrawals by the
      Borrowers shall not be permitted; provided,
      however,
      that,
      in the absence of an Availability Triggering Event or Specified Default, all
      collections received in any lock-box or Payment Account, and all funds in any
      Payment Account or other account to which such collections are deposited shall
      be subject to direction as to application thereof and withdrawal by the
      Borrowers in the same manner as provided in Section 5.15(a) for the Primary
      Payment Account. The Collateral Agent or its designee may, at any time after
      the
      occurrence and during the continuation of an Event of Default, upon notice
      to
      the Borrowers, notify Account Debtors that the Accounts have been assigned
      to
      the Collateral Agent and of the Collateral Agent’s security interest therein,
      and may collect them directly and charge the collection costs and expenses
      to
      the Loan Account as a Revolving Loan. So long as an Event of Default exists,
      the
      Borrowers, at the Collateral Agent’s request, shall execute and deliver to the
      Collateral Agent such documents as

     

    


    
      
        
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    the
      Collateral Agent shall reasonably request to grant the Collateral Agent access
      to any post office box in which collections of Accounts are received.


     

    (c) If
      sales
      of Inventory are made or services are rendered by any of the Borrowers for
      cash,
      such Borrowers shall promptly deposit such cash into a Payment
      Account.

     

    (d) Except
      as
      otherwise provided in this Section 5.15, all payments received by the Collateral
      Agent in a bank account, an account separate from the Primary Payment Account,
      a
      Payment Account or a lock-box account, designated by the Borrowers and the
      Collateral Agent will be credited to the Loan Account (conditional upon final
      collection) on the same day received (if received prior to 3:00 p.m., Local
      Time); provided
      that the
      Borrowers shall compensate the Collateral Agent for the cost of collection
      and
      clearance of remittances applied to the Loan Account, including interest for
      one
      day, on all uncollected funds credited to the Loan Account as provided by this
      Section 5.15(d).

     

    (e) In
      the
      event all of the Obligations (other than contingent indemnification and expense
      reimbursement obligations for which no claim has been made) are repaid upon
      the
      termination of this Agreement or upon acceleration of the Obligations, other
      than through the Collateral Agent’s receipt of payments on account of the
      Accounts or proceeds of the other Collateral, such payment will be credited
      (conditional upon final collection) to the Loan Account (i) on the date of
      the
      Collateral Agent’s receipt of such funds if such funds are collected funds or
      other immediately available funds if received by 3:00 p.m. (New York, New York
      time) or (ii) one Business Day after the Collateral Agent’s receipt of such
      funds if such funds are uncollected funds or collected or immediately available
      funds received after such time.

     

    SECTION
      5.16. Inventory;
      Perpetual Inventory.
      

     

    (a) Keep
      its
      Inventory (other than returned or obsolete Inventory) in good and marketable
      condition, except for damaged or defective goods arising in the ordinary course
      of its business. The Borrowers will not, without the prior written consent
      of
      the Collateral Agent, acquire or maintain any Inventory in excess of $5 million
      at any time on consignment or approval unless such Inventory is disclosed to
      the
      Collateral Agent pursuant to Section 5.13 and the Borrowers take appropriate
      steps to insure that all of such Inventory meets the criteria of Eligible
      Inventory, including delivery of appropriate subordination agreements, if
      necessary. The Borrowers will conduct a physical count of their Inventory at
      least once per its fiscal year, and during the existence of an Event of Default,
      at such other times as the Collateral Agent may reasonably request. Without
      the
      Collateral Agent’s written consent, the Borrowers will not sell, through a
      single transaction or a series of related transactions, Inventory on a
      bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment,
      or other repurchase or return basis in excess of $5 million.

     

    (b) In
      connection with all Inventory financed by letters of credit, the Borrowers
      will,
      when an Event of Default is continuing, at the Collateral Agent’s request,
      instruct all suppliers, carriers, forwarders, customs brokers, warehouses or
      other persons receiving or holding cash, checks, Inventory, documents or
      instruments in which the Collateral Agent holds a security interest to deliver
      them to the Collateral Agent and/or subject to the Collateral Agent’s order, and
      if they shall come into the Borrowers’ or their Subsidiaries’

     

    


    
      
        
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    possession,
      to deliver them, upon request, to the Collateral Agent in their original form.
      The Borrowers shall also, when an Event of Default is continuing, at the
      Collateral Agent’s request, designate the Collateral Agent as the consignee on
      all bills of lading and other negotiable and non-negotiable
      documents.

     

     

    ARTICLE
      VI

     

     

    


     

     

    Negative
      Covenants

     

    The
      Borrowers covenant and agree with each Lender that, so long as this Agreement
      shall remain in effect (other than in respect of contingent indemnification
      obligations for which no claim has been made) and until the Commitments have
      been terminated and the Obligations (including principal of and interest on
      each
      Loan, all Fees and all other expenses or amounts payable under any Loan
      Document) have been paid in full and all Letters of Credit and Bankers’
Acceptances have been canceled or fully cash collateralized (in a manner
      reasonably acceptable to the Administrative Agent and the Issuing Banks) or
      have
      expired and all amounts drawn or paid thereunder have been reimbursed in full,
      unless the Required Lenders shall otherwise consent in writing, the Borrowers
      will not, and will not permit any of the Material Subsidiaries to:

     

    SECTION
      6.01. Indebtedness.
      Incur,
      create, assume or permit to exist any Indebtedness, except:

     

    (a) Indebtedness
      existing on the Closing Date and set forth on Schedule
      6.01
      and any
      Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness
      (other than intercompany indebtedness Refinanced with Indebtedness owed to
      a
      person not affiliated with the Company or any Subsidiary);

     

    (b) Indebtedness
      created hereunder and under the other Loan Documents;

     

    (c) Indebtedness
      pursuant to Swap Agreements;

     

    (d) Indebtedness
      owed to (including obligations in respect of letters of credit or bank
      guarantees or similar instruments for the benefit of) any person providing
      workers’ compensation, health, disability or other employee benefits or
      property, casualty or liability insurance to the Company or any Subsidiary,
      pursuant to reimbursement or indemnification obligations to such person, in
      each
      case in the ordinary course of business; provided,
      that
      upon the incurrence of Indebtedness with respect to reimbursement obligations
      regarding workers’ compensation claims, such obligations are reimbursed not
      later than 30 days following such incurrence;

     

    (e) Indebtedness
      of the Company to Holdings or any Subsidiary and of any Subsidiary to Holdings,
      the Company or any other Subsidiary; provided,
      that
      (i) Indebtedness of any Subsidiary that is not a Subsidiary Loan Party owing
      to
      the Loan Parties shall be subject to Section 6.04(b) and (ii) Indebtedness
      of the Company to Holdings or any Subsidiary and Indebtedness of any other
      Loan
      Party to Holdings or any Subsidiary that is not a Subsidiary Loan Party (the
      “Subordinated
      Intercompany Debt”)

     

    


    
      
        
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    shall
      be
      subordinated to the Obligations on terms reasonably satisfactory to the
      Administrative Agent;

     

    (f) Indebtedness
      in respect of performance bonds, bid bonds, appeal bonds, surety bonds and
      completion guarantees and similar obligations, in each case provided in the
      ordinary course of business, including those incurred to secure health, safety
      and environmental obligations in the ordinary course of business;

     

    (g) Indebtedness
      arising from the honoring by a bank or other financial institution of a check,
      draft or similar instrument drawn against insufficient funds in the ordinary
      course of business or other cash management services in the ordinary course
      of
      business; provided,
      that
      (x) such Indebtedness (other than credit or purchase cards) is extinguished
      within ten Business Days of notification to the applicable Borrower of its
      incurrence and (y) such Indebtedness in respect of credit or purchase cards
      is
      extinguished within 60 days from its incurrence;

     

    (h) (i)
      Indebtedness of a Subsidiary acquired after the Closing Date or an entity merged
      into or consolidated with the Company or any Subsidiary after the Closing Date
      and Indebtedness assumed in connection with the acquisition of assets, which
      Indebtedness in each case exists at the time of such acquisition, merger or
      consolidation and is not created in contemplation of such event and where such
      acquisition, merger or consolidation is permitted by this Agreement and (ii)
      any
      Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness;
      provided,
      (A) no
      Default or Event of Default shall have occurred and be continuing or would
      result therefrom;

     

    (i) Capital
      Lease Obligations, mortgage financings and purchase money Indebtedness incurred
      by the Company or any Subsidiary prior to or within 270 days after the
      acquisition, lease or improvement of the respective asset permitted under this
      Agreement in order to finance such acquisition or improvement, and any Permitted
      Refinancing Indebtedness in respect thereof; provided,
      that,
      if immediately after giving effect to such transaction, the Total Net First
      Lien
      Leverage Ratio of the Company on a Pro Forma Basis would be greater than 4.00
      to
      1.00, then the amount of Indebtedness incurred pursuant to this paragraph (i),
      when combined with the Remaining Present Value of outstanding leases permitted
      under Section 6.03, shall not exceed the greater of $150 million and 4.5% of
      Consolidated Total Assets as of the end of the fiscal quarter immediately prior
      to the date of such incurrence for which financial statements have been
      delivered pursuant to Section 5.04; 

     

    (j) Capital
      Lease Obligations incurred by the Company or any Subsidiary in respect of any
      Sale and Lease-Back Transaction that is permitted under Section 6.03 and
      any Permitted Refinancing Indebtedness in respect thereof;

     

    (k) other
      Indebtedness of the Company or any Subsidiary, in an aggregate principal amount
      that at the time of, and after giving effect to, the incurrence thereof, would
      not exceed the greater of $175 million and 5.0% of Consolidated Total Assets
      as
      of the end of the fiscal quarter immediately prior to the date of such
      incurrence for which financial statements have been delivered pursuant to
      Section 5.04;

     

    


    
      
        
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    (l) Indebtedness
      of the Company pursuant to (i) the Second Lien Notes in an aggregate principal
      amount that is not in excess of $750 million, (ii) the Berry Senior
      Subordinated Notes in an aggregate principal amount that is not in excess of
      $425 million, (iii) the Covalence Senior Subordinated Notes in an aggregate
      principal amount that is not in excess of $265 million, (iv) the extensions
      of
      Term Loans under the Term Loan Credit Agreement, and (v) any Permitted
      Refinancing Indebtedness incurred to Refinance any such Indebtedness;


     

    (m) Guarantees
      (i) by the Subsidiary Loan Parties of the Indebtedness of the Company described
      in paragraph (1) of this Section 6.01, so long as the Guarantee of the Senior
      Subordinated Notes or any Permitted Refinancing Indebtedness in respect thereof
      is subordinated substantially on terms as set forth in the Senior Subordinated
      Notes Indentures with respect to the Senior Subordinated Notes, and so long
      as
      any Liens securing the Guarantee of the Second Lien Notes or any Permitted
      Refinancing Indebtedness in respect thereof are subject to the Intercreditor
      Agreement, (ii) by the Company or any Subsidiary Loan Party of any Indebtedness
      of any Borrower or any Subsidiary Loan Party expressly permitted to be incurred
      under this Agreement, (iii) by the Company or any Subsidiary Loan Party of
      Indebtedness otherwise permitted hereunder of Holdings or any Subsidiary that
      is
      not a Subsidiary Loan Party to the extent such Guarantees are permitted by
      Section 6.04 (other than Section 6.04(v)), (iv) by any Foreign Subsidiary of
      Indebtedness of another Foreign Subsidiary, and (v) by the Company of
      Indebtedness of Foreign Subsidiaries incurred for working capital purposes
      in
      the ordinary course of business on ordinary business terms so long as such
      Indebtedness is permitted to be incurred under Section 6.01 (s) to the
      extent such Guarantees are permitted by 6.04 (other than Section 6.04(v));
      provided,
      that
      Guarantees by the Company or any Subsidiary Loan Party under this
      Section 6.01(m) of any other Indebtedness of a person that is subordinated
      to other Indebtedness of such person shall be expressly subordinated to the
      Obligations to at least the same extent as the Guarantee of the Senior
      Subordinated Notes is under the Senior Subordinated Notes
      Indentures;

     

    (n) Indebtedness
      arising from agreements of the Company or any Subsidiary providing for
      indemnification, adjustment of purchase or acquisition price or similar
      obligations, in each case, incurred or assumed in connection with the
      Transactions and any Permitted Business Acquisition or the disposition of any
      business, assets or a Subsidiary not prohibited by this Agreement, other than
      Guarantees of Indebtedness incurred by any person acquiring all or any portion
      of such business, assets or a Subsidiary for the purpose of financing such
      acquisition;

     

    (o) Indebtedness
      in respect of letters of credit, bank guarantees, warehouse receipts or similar
      instruments issued to support performance obligations and trade letters of
      credit (other than obligations in respect of other Indebtedness) in the ordinary
      course of business;

     

    (p) Indebtedness
      supported by a Letter of Credit, in a principal amount not in excess of the
      stated amount of such Letter of Credit;

     

    


    
      
        
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    (q) Indebtedness
      consisting of (i) the financing of insurance premiums or (ii) take-or-pay
      obligations contained in supply arrangements, in each case, in the ordinary
      course of business;

     

    (r) 
      (i)
      Other Indebtedness incurred by the Company or any Subsidiary Loan Party;
      provided that (A) at the time of the incurrence of such Indebtedness and after
      giving effect thereto, no Default or Event of Default shall have occurred and
      be
      continuing or would result therefrom, (B) the Company and its Subsidiaries
      shall
      be in Pro Forma Compliance after giving effect to the issuance incurrence or
      assumption of such Indebtedness and (C) in the case of any such Indebtedness
      that is secured, immediately after giving effect to the issuance, incurrence
      or
      assumption of such Indebtedness, the Total Net First Lien Leverage Ratio on
      a
      Pro Forma Basis shall not be greater than 3.75 to 1.00 and (ii) Permitted
      Refinancing Indebtedness in respect thereof; 

     

    (s) Indebtedness
      of Foreign Subsidiaries; provided
      that the
      aggregate amount of Indebtedness incurred under this clause (s), when aggregated
      with all other Indebtedness incurred and outstanding pursuant to this clause
      (s), shall not exceed the greater of $100 million and 10.0% of the consolidated
      assets of the Foreign Subsidiaries at the time of such incurrence; 

     

    (t) unsecured
      Indebtedness in respect of obligations of the Company or any Subsidiary to
      pay
      the deferred purchase price of goods or services or progress payments in
      connection with such goods and services; provided,
      that
      such obligations are incurred in connection with open accounts extended by
      suppliers on customary trade terms (which require that all such payments be
      made
      within 60 days after the incurrence of the related obligations) in the ordinary
      course of business and not in connection with the borrowing of money or any
      Swap
      Agreements;

     

    (u) Indebtedness
      representing deferred compensation to employees of the Company or any Subsidiary
      incurred in the ordinary course of business;

     

    (v) [Reserved];
      

     

    (w) Indebtedness
      of Foreign Subsidiaries incurred under lines of credit or overdraft facilities
      (including, but not limited to, intraday, ACH and purchasing card/T&E
      services) extended by one or more financial institutions reasonably acceptable
      to the Administrative Agent or one or more of the Lenders and (in each case)
      established for such Foreign Subsidiaries’ ordinary course of operations (such
      Indebtedness, the “Overdraft
      Line”),
      which
      Indebtedness may be secured as, but only to the extent, provided in Section
      6.02(b) and in the Security Documents;

     

    (x) Indebtedness
      incurred on behalf of, or representing Guarantees of Indebtedness of, joint
      ventures not in excess, at any one time outstanding, of the greater of $175
      million or 5.0% of Consolidated Total Assets as of the end of the fiscal quarter
      immediately prior to the date of such incurrence for which financial statements
      have been delivered pursuant to Section 5.04;

     

    


    
      
        
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    (y) Indebtedness
      consisting of promissory notes issued by the Company or any Subsidiary to
      current or former officers, directors and employees, their respective estates,
      spouses or former spouses to finance the purchase or redemption of Equity
      Interests of Holdings or any Parent Entity permitted by Section
      6.06;

     

    (z) Indebtedness
      consisting of obligations of the Company or any Subsidiary under deferred
      compensation or other similar arrangements incurred by such Person in connection
      with the Transactions and Permitted Business Acquisitions or any other
      Investment expressly permitted hereunder; and

     

    (aa) all
      premium (if any), interest (including post-petition interest), fees, expenses,
      charges and additional or contingent interest on obligations described in
      paragraphs (a) through (z) above.

     

    SECTION
      6.02. Liens.
      Create,
      incur, assume or permit to exist any Lien on any property or assets (including
      stock or other securities of any person, including the Company and any
      Subsidiary) at the time owned by it or on any income or revenues or rights
      in
      respect of any thereof, except the following (collectively, “Permitted
      Liens”):

     

    (a) Liens
      on
      property or assets of the Company and the Subsidiaries existing on the Closing
      Date and set forth on Schedule
      6.02(a)
      or, to
      the extent not listed in such Schedule, where such property or assets have
      a
      fair market value that does not exceed $10 million in the aggregate and $5
      million in respect of Accounts and Inventory, and any modifications,
      replacements, renewals or extensions thereof; provided, that such Liens shall
      secure only those obligations that they secure on the Closing Date (and any
      Permitted Refinancing Indebtedness in respect of such obligations permitted
      by
      Section 6.01(a)) and shall not subsequently apply to any other property or
      assets of the Company or any Subsidiary other than (A) after-acquired property
      that is affixed or incorporated into the property covered by such Lien, and
      (B)
      proceeds and products thereof;

     

    (b) any
      Lien
      created under the Loan Documents (including, without limitation, Liens created
      under the Security Documents securing obligations in respect of Swap Agreements
      owed to a person that is a Lender or an Affiliate of a Lender at the time of
      entry into such Swap Agreements) or permitted in respect of any Mortgaged
      Property by the terms of the applicable Mortgage and, provided that such Liens
      are subject to the terms of the Senior Lender Intercreditor Agreement, any
      Lien
      securing the Term Loan Credit Agreement or any Indebtedness or obligations
      under
      the Term Loan Credit Agreement or any “Loan Documents” thereunder; provided,
      however,
      in no
      event shall the holders of the Indebtedness under the Overdraft Line have the
      right to receive proceeds in respect of a claim in excess of $20 million in
      the
      aggregate (plus (i) any accrued and unpaid interest in respect of
      Indebtedness incurred by the Company and the Subsidiaries under the Overdraft
      Line and (ii) any accrued and unpaid fees and expenses owing by the Company
      and the Subsidiaries under the Overdraft Line) from the enforcement of any
      remedies available to the Secured Parties under all of the Loan
      Documents;

     

    


    
      
        
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    (c) any
      Lien
      on any property or asset (other than Accounts and Inventory unless such Accounts
      and Inventory are held by a Subsidiary that is not a Borrower and such Accounts
      and Inventory are not commingled with the Accounts and Inventory of any other
      Borrower) of the Company or any Subsidiary securing Indebtedness or Permitted
      Refinancing Indebtedness permitted by Section 6.01(h); provided,
      that
      such Lien (i) does not apply to any other property or assets of the Company
      or
      any of the Subsidiaries not securing such Indebtedness at the date of the
      acquisition of such property or asset (other than after acquired property
      subjected to a Lien securing Indebtedness and other obligations incurred prior
      to such date and which Indebtedness and other obligations are permitted
      hereunder that require a pledge of after acquired property, it being understood
      that such requirement shall not be permitted to apply to any property to which
      such requirement would not have applied but for such acquisition), (ii) such
      Lien is not created in contemplation of or in connection with such acquisition
      and (iii) in the case of a Lien securing Permitted Refinancing Indebtedness,
      any
      such Lien is permitted, subject to compliance with clause (e) of the
      definition of the term “Permitted Refinancing Indebtedness”;

     

    (d) Liens
      for
      Taxes, assessments or other governmental charges or levies not yet delinquent
      or
      that are being contested in compliance with Section 5.03;

     

    (e) Liens
      imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’,
      materialmen’s, repairmen’s, construction or other like Liens arising in the
      ordinary course of business and securing obligations that are not overdue by
      more than 30 days or that are being contested in good faith by appropriate
      proceedings and in respect of which, if applicable, the Company or any
      Subsidiary shall have set aside on its books reserves in accordance with
      GAAP;

     

    (f) (i)
      pledges and deposits and other Liens with respect to property other than
      Accounts and Inventory made in the ordinary course of business in compliance
      with the Federal Employers Liability Act or any other workers’ compensation,
      unemployment insurance and other social security laws or regulations and
      deposits securing liability to insurance carriers under insurance or
      self-insurance arrangements in respect of such obligations and (ii) pledges
      and
      deposits and other Liens with respect to property other than Accounts and
      Inventory securing liability for reimbursement or indemnification obligations
      of
      (including obligations in respect of letters of credit or bank guarantees for
      the benefit of) insurance carriers providing property, casualty or liability
      insurance to the Company or any Subsidiary;

     

    (g) deposits
      to secure the performance of bids, trade contracts (other than for
      Indebtedness), leases (other than Capital Lease Obligations), statutory
      obligations, surety and appeal bonds, performance and return of money bonds,
      bids, leases, government contracts, trade contracts, agreements with utilities,
      and other obligations of a like nature (including letters of credit in lieu
      of
      any such bonds or to support the issuance thereof) incurred in the ordinary
      course of business, including those incurred to secure health, safety and
      environmental obligations in the ordinary course of business;

     

    


    
      
        
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    (h) zoning
      restrictions, survey exceptions and such matters as an accurate survey would
      disclose, easements, trackage rights, leases (other than Capital Lease
      Obligations), licenses, special assessments, rights-of-way, covenants,
      conditions, restrictions and declaration on or with respect to the use of Real
      Property, servicing agreements, development agreements, site plan agreements
      and
      other similar encumbrances incurred in the ordinary course of business and
      title
      defects or irregularities that are of a minor nature and that, in the aggregate,
      do not interfere in any material respect with the ordinary conduct of the
      business of the Company or any Subsidiary;

     

    (i) Liens
      securing Indebtedness permitted by Section 6.01(i) (limited to the assets
      subject to such Indebtedness);

     

    (j) Liens
      arising out of capitalized lease transactions permitted under Section 6.03,
      so long as such Liens attach only to the property sold and being leased in
      such
      transaction and any accessions thereto or proceeds thereof and related
      property;

     

    (k) Liens
      securing judgments that do not constitute an Event of Default under Section
      7.01(j);

     

    (l) Liens
      disclosed by the title insurance policies delivered on or subsequent to the
      Closing Date and pursuant to Section 5.10 and any replacement, extension or
      renewal of any such Lien; provided,
      that
      such replacement, extension or renewal Lien shall not cover any property other
      than the property that was subject to such Lien prior to such replacement,
      extension or renewal; provided,
      further,
      that
      the Indebtedness and other obligations secured by such replacement, extension
      or
      renewal Lien are permitted by this Agreement;

     

    (m) any
      interest or title of a lessor or sublessor under any leases or subleases entered
      into by the Company or any Subsidiary in the ordinary course of
      business;

     

    (n) Liens
      that are contractual rights of set-off (i) relating to the establishment of
      depository relations with banks not given in connection with the issuance of
      Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company
      or any Subsidiary to permit satisfaction of overdraft or similar obligations
      incurred in the ordinary course of business of the Company or any Subsidiary
      or
      (iii) relating to purchase orders and other agreements entered into with
      customers of the Company or any Subsidiary in the ordinary course of
      business;

     

    (o) Liens
      arising solely by virtue of any statutory or common law provision relating
      to
      banker’s liens, rights of set-off or similar rights;

     

    (p) Liens
      securing obligations in respect of trade-related letters of credit, banker’s
      acceptances or bank guarantees permitted under Section 6.01(f), (k) or (o)
      and covering the goods (or the documents of title in respect of such goods)
      financed by such letters of credit, bankers’ acceptances or bank guarantees and
      the proceeds and products thereof;

     

    


    
      
        
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    (q) leases
      or
      subleases, licenses or sublicenses (including with respect to intellectual
      property and software) granted to others in the ordinary course of business
      not
      interfering in any material respect with the business of the Company and its
      Subsidiaries, taken as a whole; 

     

    (r) 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;

     

    (s) Liens
      solely on any cash earnest money deposits made by the Company or any of the
      Subsidiaries in connection with any letter of intent or purchase agreement
      in
      respect of any Investment permitted hereunder;

     

    (t) Liens
      with respect to property or assets of any Foreign Subsidiary securing
      Indebtedness of a Foreign Subsidiary permitted under
      Section 6.01;

     

    (u) other
      Liens with respect to property or assets of the Company or any Subsidiary;
      provided
      that (i)
      after giving effect to any such Lien and the incurrence of Indebtedness, if
      any,
      secured by such Lien is created, incurred, acquired or assumed (or any prior
      Indebtedness becomes so secured) on a Pro Forma Basis, the Total Net First
      Lien
      Leverage Ratio on the last day of the Company’s then most recently completed
      fiscal quarter for which financial statements are available shall be less than
      or equal to 3.75 to 1.00, (ii) at the time of the incurrence of such Lien and
      after giving effect thereto, no Default or Event of Default shall have occurred
      and be continuing or would result therefrom, (iii) the Indebtedness or other
      obligations secured by such Lien are otherwise permitted by this Agreement,
      and
      (iv) to the extent such Liens are pari passu or subordinated to the Liens
      granted hereunder, an intercreditor agreement reasonably satisfactory to the
      Administrative Agent shall be entered into providing that such new liens will
      be
      secured equally and ratably with the Liens granted hereunder, or, as applicable,
      subordinated to the Liens granted hereunder, in each case, on customary terms,
      or, in the case of Liens on Accounts or Inventory of the Borrowers and the
      Domestic Subsidiaries, on terms no less favorable to the Lenders than those
      set
      forth in the Intercreditor Agreement; provided further
      that any
      Liens on Accounts or Inventory of the Borrowers or the Domestic Subsidiaries
      incurred pursuant to this Section 6.02(u) shall be subordinated to the Liens
      granted hereunder.

     

    (v) the
      prior
      rights of consignees and their lenders under consignment arrangements entered
      into in the ordinary course of business; 

     

    (w) agreements
      to subordinate any interest of the Company or any Subsidiary in any accounts
      receivable or other proceeds arising from inventory consigned by the Company
      or
      any of its Subsidiaries pursuant to an agreement entered into in the ordinary
      course of business;

     

    (x) Liens
      arising from precautionary Uniform Commercial Code financing statements or
      consignments entered into in connection with any transaction otherwise permitted
      under this Agreement;

     

    


    
      
        
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    (y) Liens
      on
      Equity Interests in joint ventures securing obligations of such joint venture;
      

     

    (z) Liens
      on
      securities that are the subject of repurchase agreements constituting Permitted
      Investments under clause (c) of the definition thereof;

     

    (aa) [Reserved];

     

    (bb) Liens
      on
      goods or inventory the purchase, shipment or storage price of which is financed
      by a documentary letter of credit, bank guarantee or bankers’ acceptance issued
      or created for the account of a Borrower or any Subsidiary in the ordinary
      course of business; provided,
      that
      such Lien secures only the obligations of such Borrower or such Subsidiaries
      in
      respect of such letter of credit, bankers’ acceptance or bank guarantee to the
      extent permitted under Section 6.01; 

     

    (cc) Liens
      securing insurance premiums financing arrangements, provided,
      that
      such Liens are limited to the applicable unearned insurance premiums;


     

    (dd) Liens
      in
      favor of the Company or any Subsidiary Loan Party; provided
      that if
      any such Lien shall cover any Collateral, the holder of such Lien shall execute
      and deliver to the Administrative Agent a subordination agreement in form and
      substance reasonably satisfactory to the Administrative Agent;

     

    (ee) Liens
      securing obligations under the Second Lien Note Documents and any Permitted
      Refinancing Indebtedness in respect thereof, to the extent such Liens are
      subject to the Intercreditor Agreement; 

     

    (ff) Liens
      on
      not more than $30 million of deposits securing Swap Agreements; and

     

    (gg) other
      Liens with respect to property or assets of the Company or any Subsidiary
      securing obligations in an aggregate principal amount outstanding at any time
      not to exceed $30 million.

     

    SECTION
      6.03. Sale
      and Lease-Back Transactions.
      Enter
      into any arrangement, directly or indirectly, with any person whereby it shall
      sell or transfer any property, real or personal, used or useful in its business,
      whether now owned or hereafter acquired, and thereafter rent or lease such
      property or other property that it intends to use for substantially the same
      purpose or purposes as the property being sold or transferred (a “Sale
      and Lease-Back Transaction”);
      provided,
      that a
      Sale and Lease-Back Transaction shall be permitted (A) with respect to property
      (i) owned by the Company or any Domestic Subsidiary that is acquired after
      the
      Closing Date so long as such Sale and Lease-Back Transaction is consummated
      within 180 days of the acquisition of such property or (ii) by any Foreign
      Subsidiary regardless of when such property was acquired, and (B) with respect
      to any property owned by the Company or any Domestic Subsidiary, if at the
      time
      the lease in connection therewith is entered into, and after giving effect
      to
      the entering into of such lease, (a) the Total Net First Lien Leverage Ratio
      is
      equal to or less than 4.00 to 1.00, or (b) if the Total Net First Lien Leverage
      Ratio is greater than 4.00 to 1.00, the Remaining Present Value of such lease,
      together with Indebtedness outstanding

     

    


    
      
        
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    pursuant
      to Section 6.01(i) and the Remaining Present Value of outstanding leases
      previously entered into under this Section 6.03(b), shall not exceed the
      greater of $150 million and 4.5% of Consolidated Total Assets as of the end
      of
      the fiscal quarter immediately prior to the date the lease was entered into
      for
      which financial statements have been delivered pursuant to
      Section 5.04.

     

    SECTION
      6.04. Investments,
      Loans and Advances.
      Purchase, hold or acquire (including pursuant to any merger with a person that
      is not a Wholly Owned Subsidiary immediately prior to such merger) any Equity
      Interests, evidences of Indebtedness or other securities of, make or permit
      to
      exist any loans or advances to or Guarantees of the obligations of, or make
      or
      permit to exist any investment or any other interest in (each, an “Investment”),
      any
      other person, except:

     

    (a) the
      Transactions;

     

    (b) (i)
      Investments by the Company or any Subsidiary in the Equity Interests of the
      Company or any Subsidiary; (ii) intercompany loans from the Company or any
      Subsidiary to the Company or any Subsidiary; and (iii) Guarantees by the Company
      or any Subsidiary Loan Party of Indebtedness otherwise expressly permitted
      hereunder of the Company or any Subsidiary; provided,
      that
      the sum of (A) Investments (valued at the time of the making thereof and without
      giving effect to any write-downs or write-offs thereof) made after the Closing
      Date by the Loan Parties pursuant to clause (i) in Subsidiaries that are
      not Subsidiary Loan Parties, plus
      (B) net
      intercompany loans made after the Closing Date to Subsidiaries that are not
      Subsidiary Loan Parties pursuant to clause (ii), plus
      (C)
      Guarantees of Indebtedness after the Closing Date of Subsidiaries that are
      not
      Subsidiary Loan Parties pursuant to clause (iii), shall not exceed an
      aggregate net amount equal to (x) the greater of (1) $100 million and
      (2) 4.5% of Consolidated Total Assets as of the end of the fiscal quarter
      immediately prior to the date of such Investment for which financial statements
      have been delivered pursuant to Section 5.04 (plus
      any
      return of capital actually received by the respective investors in respect
      of
      Investments theretofore made by them pursuant to this paragraph (b));
plus
      (y) the portion, if any, of the Cumulative Credit on the date of such
      election that the Company elects to apply to this Section 6.04(b)(y), such
      election to be specified in a written notice of a Responsible Officer of the
      Company calculating in reasonable detail the amount of Cumulative Credit
      immediately prior to such election and the amount thereof elected to be so
      applied; provided,
      further,
      that
      intercompany current liabilities incurred in the ordinary course of business
      in
      connection with the cash management operations of the Company and the
      Subsidiaries shall not be included in calculating the limitation in this
      paragraph at any time.

     

    (c) Permitted
      Investments and Investments that were Permitted Investments when
      made;

     

    (d) Investments
      arising out of the receipt by the Company or any Subsidiary of noncash
      consideration for the sale of assets permitted under
      Section 6.05;

     

    


    
      
        
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    (e) loans
      and
      advances to officers, directors, employees or consultants of the Company or
      any
      Subsidiary (i) in the ordinary course of business not to exceed the greater
      of
      $25 million and 1.0% of Consolidated Total Assets as of the end of the fiscal
      quarter immediately prior to the date of such loan or advance for which
      financial statements have been delivered pursuant to Section 5.04, in the
      aggregate at any time outstanding (calculated without regard to write downs
      or
      write offs thereof), (ii) in respect of payroll payments and expenses in the
      ordinary course of business and (iii) in connection with such person’s purchase
      of Equity Interests of Holdings (or any Parent Entity) solely to the extent
      that
      the amount of such loans and advances shall be contributed to the Company in
      cash as common equity;

     

    (f) accounts
      receivable, security deposits and prepayments arising and trade credit granted
      in the ordinary course of business and any assets or securities received in
      satisfaction or partial satisfaction thereof from financially troubled account
      debtors to the extent reasonably necessary in order to prevent or limit loss
      and
      any prepayments and other credits to suppliers made in the ordinary course
      of
      business;

     

    (g) Swap
      Agreements;

     

    (h) Investments
      existing on, or contractually committed as of, the Closing Date and set forth
      on
Schedule 6.04
      and any
      extensions, renewals or reinvestments thereof, so long as the aggregate amount
      of all Investments pursuant to this clause (h) is not increased at any time
      above the amount of such Investment existing on the Closing Date; 

     

    (i) Investments
      resulting from pledges and deposits under Sections 6.02(f), (g), (k), (r),
      (s), and (u);

     

    (j) other
      Investments by the Company or any Subsidiary in an aggregate amount (valued
      at
      the time of the making thereof, and without giving effect to any write-downs
      or
      write-offs thereof) not to exceed (i) the greater of $225 million and 6.5%
      of
      Consolidated Total Assets as of the end of the fiscal quarter immediately prior
      to the date of such incurrence for which financial statements have been
      delivered pursuant to Section 5.04 (plus
      any
      returns of capital actually received by the respective investor in respect
      of
      investments theretofore made by it pursuant to this paragraph (j))
plus
      (ii) the
      portion, if any, of the Cumulative Credit on the date of such election that
      the
      Company elects to apply to this Section 6.04(j)(ii), such election to be
      specified in a written notice of a Responsible Officer of the Company
      calculating in reasonable detail the amount of Cumulative Credit immediately
      prior to such election and the amount thereof elected to be so
      applied;

     

    (k) Investments
      constituting Permitted Business Acquisitions;

     

    (l) intercompany
      loans between Foreign Subsidiaries and Guarantees by Foreign Subsidiaries
      permitted by Section 6.01(m); 

     

    (m) Investments
      received in connection with the bankruptcy or reorganization of, or settlement
      of delinquent accounts and disputes with or judgments against,

     

    


    
      
        
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    customers
      and suppliers, in each case in the ordinary course of business or Investments
      acquired by the Company as a result of a foreclosure by the Company or any
      of
      the Subsidiaries with respect to any secured Investments or other transfer
      of
      title with respect to any secured Investment in default;

     

    (n) Investments
      of a Subsidiary acquired after the Closing Date or of an entity merged into
      the
      Company or merged into or consolidated with a Subsidiary after the Closing
      Date,
      in each case, to the extent permitted under this Section 6.04 and, in the case
      of any merger or consolidation, in accordance with Section 6.05 to the
      extent that such Investments were not made in contemplation of or in connection
      with such acquisition, merger or consolidation and were in existence on the
      date
      of such acquisition, merger or consolidation; 

     

    (o) acquisitions
      by the Company of obligations of one or more officers or other employees of
      Holdings, any Parent Entity, the Company or its Subsidiaries in connection
      with
      such officer’s or employee’s acquisition of Equity Interests of Holdings or any
      Parent Entity, so long as no cash is actually advanced by the Company or any
      of
      the Subsidiaries to such officers or employees in connection with the
      acquisition of any such obligations; 

     

    (p) Guarantees
      by the Company or any Subsidiary of operating leases (other than Capital Lease
      Obligations) or of other obligations that do not constitute Indebtedness, in
      each case entered into by the Company or any Subsidiary in the ordinary course
      of business;

     

    (q) Investments
      to the extent that payment for such Investments is made with Equity Interests
      of
      Holdings (or any Parent Entity);

     

    (r) Investments
      in the equity interests of one or more newly formed persons that are received
      in
      consideration of the contribution by Holdings, the Company or the applicable
      Subsidiary of assets (including Equity Interests and cash) to such person or
      persons; provided,
      that
      (i) the fair market value of such assets, determined on an arms’-length basis,
      so contributed pursuant to this paragraph (r) shall not in the aggregate exceed
      $30 million and (ii) in respect of each such contribution, a Responsible Officer
      of the Company shall certify, in a form to be agreed upon by the Company and
      the
      Administrative Agent (x) after giving effect to such contribution, no Default
      or
      Event of Default shall have occurred and be continuing, (y) the fair market
      value of the assets so contributed and (z) that the requirements of paragraph
      (i) of this proviso remain satisfied;

     

    (s) Investments
      consisting of the redemption, purchase, repurchase or retirement of any Equity
      Interests permitted under Section 6.06;

     

    (t) Investments
      in the ordinary course of business consisting of Uniform Commercial Code Article
      3 endorsements for collection or deposit and Uniform Commercial Code Article
      4
      customary trade arrangements with customers consistent with past practices;
      

     

    


    
      
        
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    (u) Investments
      in Foreign Subsidiaries not to exceed the greater of $75 million and 2.0% of
      Consolidated Total Assets as of the end of the fiscal quarter immediately prior
      to the date of such Investment for which financial statements have been
      delivered pursuant to Section 5.04, in the aggregate, as valued at the fair
      market value of such Investment at the time such Investment is
      made;

     

    (v) Guarantees
      permitted under Section 6.01 (except to the extent such Guarantee is expressly
      subject to Section 6.04);

     

    (w) advances
      in the form of a prepayment of expenses, so long as such expenses are being
      paid
      in accordance with customary trade terms of the Company or such
      Subsidiary;

     

    (x) Investments
      by the Company and its Subsidiaries, including loans to any direct or indirect
      parent of the Company, if such Borrower or any other Subsidiary would otherwise
      be permitted to make a dividend or distribution in such amount (provided that
      the amount of any such investment shall also be deemed to be a distribution
      under the appropriate clause of Section 6.06 for all purposes of this
      Agreement); 

     

    (y) [Reserved];
      

     

    (z) Investments
      received substantially contemporaneously in exchange for Equity Interests of
      any
      Parent Entity; provided
      that
      such Investments are not included in any determination of the Cumulative Credit;
      and 

     

    (aa) Investments
      in joint ventures not in excess of the greater of $75 million and 2.0% of
      Consolidated Total Assets as of the end of the fiscal quarter immediately prior
      to the date of such Investment for which financial statements have been
      delivered pursuant to Section 5.04, in the aggregate.

     

    The
      amount of Investments that may be made at any time pursuant to clause (C) of
      the
      proviso of Section 6.04(b) or 6.04(j) (such Sections, the “Related
      Sections”)
      may,
      at the election of the Company, be increased by the amount of Investments that
      could be made at such time under the other Related Section; provided
      that the
      amount of each such increase in respect of one Related Section shall be treated
      as having been used under the other Related Section. 

     

    SECTION
      6.05. Mergers,
      Consolidations, Sales of Assets and Acquisitions.
      Merge
      into or consolidate with any other person, or permit any other person to merge
      into or consolidate with it, or sell, transfer, lease or otherwise dispose
      of
      (in one transaction or in a series of transactions) all or any part of its
      assets (whether now owned or hereafter acquired), or issue, sell, transfer
      or
      otherwise dispose of any Equity Interests of the Company or any Subsidiary,
      or
      purchase, lease or otherwise acquire (in one transaction or a series of
      transactions) all or any substantial part of the assets of any other person
      or
      any division, unit or business of any person, except that this
      Section shall not prohibit:

     

    (a) (i)
      the
      purchase and sale of inventory in the ordinary course of business by the Company
      or any Subsidiary and the sale of receivables by any Foreign Subsidiary pursuant
      to non-recourse factoring arrangements in the ordinary course of business
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    such
      Foreign Subsidiary, (ii) the acquisition or lease (pursuant to an operating
      lease) of any other asset in the ordinary course of business by the Company
      or
      any Subsidiary, (iii) the sale of surplus, obsolete or worn out equipment or
      other property in the ordinary course of business by the Company or any
      Subsidiary or (iv) the sale of Permitted Investments in the ordinary course
      of
      business;

     

    (b) if
      at the
      time thereof and immediately after giving effect thereto no Default or Event
      of
      Default shall have occurred and be continuing or would result therefrom, (i)
      the
      merger of any Subsidiary into the Company in a transaction in which the Company
      is the survivor, (ii) the merger or consolidation of any Subsidiary into or
      with
      any Subsidiary Loan Party in a transaction in which the surviving or resulting
      entity is a Subsidiary Loan Party and, in the case of each of clauses (i)
      and (ii), no person other than the Company or Subsidiary Loan Party receives
      any
      consideration, (iii) the merger or consolidation of any Subsidiary that is
      not a
      Subsidiary Loan Party into or with any other Subsidiary that is not a Subsidiary
      Loan Party, (iv) the liquidation or dissolution or change in form of entity
      of
      any Subsidiary (other than the Company) if the Company determines in good faith
      that such liquidation, dissolution or change in form is in the best interests
      of
      the Company and is not materially disadvantageous to the Lenders or (v) any
      Subsidiary may merge with any other person in order to effect an Investment
      permitted pursuant to Section 6.04 so long as the continuing or surviving person
      shall be a Subsidiary, which shall be a Loan Party if the merging Subsidiary
      was
      a Loan Party and which together with each of its Subsidiaries shall have
      complied with the requirements of Section 5.10;

     

    (c) sales,
      transfers, leases or other dispositions to the Company or a Subsidiary (upon
      voluntary liquidation or otherwise); provided,
      that
      any sales, transfers, leases or other dispositions by a Loan Party to a
      Subsidiary that is not a Subsidiary Loan Party in reliance on this
      paragraph (c) shall be made in compliance with Section 6.07 and shall
      be included in Section 6.05(g); 

     

    (d) Sale
      and
      Lease-Back Transactions permitted by Section 6.03;

     

    (e) Investments
      permitted by Section 6.04, Permitted Liens, Dividends permitted by Section
      6.06
      and capital expenditures;

     

    (f) the
      sale
      of defaulted receivables in the ordinary course of business and not as part
      of
      an accounts receivables financing transaction;

     

    (g) sales,
      transfers, leases or other dispositions of assets not otherwise permitted by
      this Section 6.05 (or required to be included in this clause (g) pursuant
      to Section 6.05(c)); provided,
      that
      (i) the aggregate gross proceeds (including noncash proceeds) of any or all
      assets sold, transferred, leased or otherwise disposed of in reliance upon
      this
      paragraph (g) shall not exceed, in any fiscal year of the Company, the
      greater of (x) $200 million and (y) 6.5% of Consolidated Total Assets
      as of the end of the fiscal quarter immediately prior to the date of such
      incurrence for which financial statements have been delivered pursuant to
      Section 5.04, (ii) no Default or Event of Default exists or would result
      therefrom; (iii) immediately after giving effect thereto, the
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    Facility
      Credit Exposure shall not exceed the Borrowing Base calculated on a Pro Forma
      Basis after giving effect to such sale, transfer, lease or other disposition,
      and (iv) immediately after giving effect to any such sale, lease, transfer,
      lease or other disposition of Accounts or Inventory not undertaken in the
      ordinary course of business, the Revolving Facility Credit Exposure shall not
      exceed the Borrowing Base;

     

    (h) Permitted
      Business Acquisitions (including any merger or consolidation in order to effect
      a Permitted Business Acquisition); provided,
      that
      following any such merger or consolidation (i) involving the Company, the
      Company is the surviving corporation, (ii) involving a Domestic Subsidiary,
      the
      surviving or resulting entity shall be a Subsidiary Loan Party that is a Wholly
      Owned Subsidiary and (iii) involving a Foreign Subsidiary, the surviving or
      resulting entity shall be a Wholly Owned Subsidiary;

     

    (i) leases,
      licenses (on a non-exclusive basis with respect to intellectual property),
      or
      subleases or sublicenses (on a non-exclusive basis with respect to intellectual
      property) of any real or personal property in the ordinary course of
      business;

     

    (j) sales,
      leases or other dispositions of inventory of the Company and its Subsidiaries
      determined by the management of the Company to be no longer useful or necessary
      in the operation of the business of the Company or any of the
      Subsidiaries;

     

    (k) acquisitions
      and purchases made with the proceeds of any Asset Sale pursuant to the first
      proviso of paragraph (a) of the definition of “Net Proceeds”;

     

    (l) [Reserved];
      

     

    (m) any
      exchange of assets for services and/or other assets of comparable or greater
      value; provided,
      that
      (i) at least 90% of the consideration received by the transferor consists of
      assets that will be used in a business or business activity permitted hereunder,
      (ii) in the event of a swap with a fair market value in excess of $10.0 million,
      the Administrative Agent shall have received a certificate from a Responsible
      Officer of the Company with respect to such fair market value and (iii) in
      the
      event of a swap with a fair market value in excess of $20.0 million, such
      exchange shall have been approved by at least a majority of the Board of
      Directors of Holdings or the Company; provided,
      that
      (A) the aggregate gross consideration (including exchange assets, other noncash
      consideration and cash proceeds) of any or all assets exchanged in reliance
      upon
      this paragraph (m) shall not exceed, in any fiscal year of the Company, the
      greater of $200 million and 6.5% of Consolidated Total Assets as of the end
      of
      the fiscal quarter immediately prior to the date of such incurrence for which
      financial statements have been delivered pursuant to Section 5.04, (B) no
      Default or Event of Default exists or would result therefrom and (C) immediately
      after giving effect to such exchange, the Revolving Facility Credit Exposure
      shall not exceed the Borrowing Base calculated on a Pro Forma Basis after giving
      effect to such exchange; 

     

    (n) the
      sale
      of assets described on Schedule
      6.05;
      and

     

    (o) the
      Business Combination.

     

    


    
      
        
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    Notwithstanding
      anything to the contrary contained in Section 6.05 above, (i) no sale,
      transfer or other disposition of assets shall be permitted by this
      Section 6.05 (other than sales, transfers, leases, licenses or other
      dispositions to Loan Parties pursuant to paragraph (c) of this Section
      6.05) unless such disposition is for fair market value and (ii) no sale,
      transfer or other disposition of assets in excess of $15 million shall be
      permitted by paragraph (g) of this Section 6.05 unless such
      disposition is for at least 75% cash consideration; provided,
      that
      for purposes of clause (ii), (a) the amount of any liabilities (as shown on
      the Company’s or any Subsidiary’s most recent balance sheet or in the notes
      thereto) of the Company or any Subsidiary of the Company (other than liabilities
      that are by their terms subordinated to the Obligations) that are assumed by
      the
      transferee of any such assets, (b) any notes or other obligations or other
      securities or assets received by the Company or such Subsidiary of the Company
      from such transferee that are converted by the Company or such Subsidiary of
      the
      Company into cash within 180 days of the receipt thereof (to the extent of
      the
      cash received) and (c) any Designated Non-Cash Consideration received by the
      Company or any of its Subsidiaries in such Asset Sale having an aggregate fair
      market value, taken together with all other Designated Non-Cash Consideration
      received pursuant to this clause (c) that is at that time outstanding, not
      to
      exceed the greater of 3.0% of Consolidated Total Assets and $100 million at
      the
      time of the receipt of such Designated Non-Cash Consideration (with the fair
      market value of each item of Designated Non-Cash Consideration being measured
      at
      the time received and without giving effect to subsequent changes in value)
      shall be deemed to be cash. To the extent any Collateral is disposed of in
      a
      transaction expressly permitted by this Section 6.05 to any Person other than
      Holdings, the Company or any Subsidiary, such Collateral shall be sold free
      and
      clear of the Liens created by the Loan Documents, and the Administrative Agent
      shall take, and shall be authorized by each Lender to take, any actions
      reasonably requested by the Company in order to evidence the foregoing. Anything
      contained herein to the contrary notwithstanding, (A) neither the Company nor
      any other Loan Party shall sell or otherwise dispose of any Inventory or
      Accounts (other than sales of Inventory in the ordinary course of business
      and
      sales of Accounts for collection) if, as a result of such sale or other
      disposition, the Revolving Facility Credit Exposure would exceed the Borrowing
      Base, in each case determined as of the time of such sale or other disposition,
      and (B) none of the capital stock of any Borrower shall be sold or transferred,
      nor shall any Borrower enter into any merger or similar transaction in which
      such Borrower is not the surviving entity, unless in any such case (1) the
      obligations of such Borrower are assumed by another Borrower on terms reasonably
      acceptable to the Administrative Agent, (2) such event would not result in
      a
      Default or an Event of Default, and (3) the portion of the Revolving Facility
      Credit Exposure of the assuming Borrower does not exceed the portion of the
      Borrowing Base attributable to the Accounts and Inventory of the assuming
      Borrower.

     

    SECTION
      6.06. Dividends
      and Distributions.
      Declare
      or pay any dividend or make any other distribution (by reduction of capital
      or
      otherwise), whether in cash, property, securities or a combination thereof,
      with
      respect to any of its Equity Interests (other than dividends and distributions
      on Equity Interests payable solely by the issuance of additional Equity
      Interests (other than Disqualified Stock) of the person paying such dividends
      or
      distributions) or directly or indirectly redeem, purchase, retire or otherwise
      acquire for value (or permit any Subsidiary to purchase or acquire) any of
      its
      Equity Interests or set aside any amount

     

    


    
      
        
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    for
      any
      such purpose (other than through the issuance of additional Equity Interests
      (other than Disqualified Stock) of the person redeeming, purchasing, retiring
      or
      acquiring such shares) (collectively, the “Distributions”);
      provided,
      however,
      that:

     

    (a) any
      Subsidiary of the Company may declare and pay dividends to, repurchase its
      Equity Interests from or make other distributions to the Company or to any
      Wholly Owned Subsidiary of the Company (or, in the case of non-Wholly Owned
      Subsidiaries, to the Company or any Subsidiary that is a direct or indirect
      shareholder of such Subsidiary and to each other owner of Equity Interests
      of
      such Subsidiary on a pro
      rata
      basis
      (or more favorable basis from the perspective of the Company or such Subsidiary)
      based on their relative ownership interests so long as any repurchase of its
      Equity Interests from a person that is not the Company or a Subsidiary is
      permitted under Section 6.04);

     

    (b) the
      Company may declare and pay dividends or make other distributions to Holdings
      in
      respect of (i) overhead, legal, accounting and other professional fees and
      expenses of Holdings or any Parent Entity, (ii) fees and expenses related to
      any
      public offering or private placement of debt or equity securities of Holdings
      or
      any Parent Entity whether or not consummated, (iii) franchise taxes and other
      fees, taxes and expenses in connection with the maintenance of its existence
      and
      its (or any Parent Entity’s indirect) ownership of the Company, (iv) payments
      permitted by Section 6.07(b), (v) the tax liability to each relevant
      jurisdiction in respect of consolidated, combined, unitary or affiliated returns
      for the relevant jurisdiction of Holdings (or any Parent Entity) attributable
      to
      Holdings, the Company or its Subsidiaries and (vi) customary salary, bonus
      and
      other benefits payable to, and indemnities provided on behalf of, officers
      and
      employees of Holdings or any Parent Entity, in each case in order to permit
      Holdings or any Parent Entity to make such payments; provided,
      that in
      the case of clauses (i), (ii) and (iii), the amount of such dividends and
      distributions shall not exceed the portion of any amounts referred to in such
      clauses (i), (ii) and (iii) that are allocable to the Company and its
      Subsidiaries (which shall be 100% for so long as Holdings or such Parent Entity,
      as the case may be, owns no assets other than the Equity Interests in the
      Company, Holdings or another Parent Entity);

     

    (c) the
      Company may declare and pay dividends or make other distributions to Holdings
      the proceeds of which are used to purchase or redeem the Equity Interests of
      Holdings or any Parent Entity (including related stock appreciation rights
      or
      similar securities) held by then present or former directors, consultants,
      officers or employees of Holdings, the Company or any of the Subsidiaries or
      by
      any Plan or shareholders’ agreement then in effect upon such person’s death,
      disability, retirement or termination of employment or under the terms of any
      such Plan or any other agreement under which such shares of stock or related
      rights were issued; provided,
      that
      the aggregate amount of such purchases or redemptions under this
      paragraph (c) shall not exceed in any fiscal year $20 million (plus the
      amount of net proceeds contributed to the Company that were (x) received by
      Holdings or any Parent Entity during such calendar year from sales of Equity
      Interests of Holdings or any Parent Entity of Holdings to directors,
      consultants, officers or employees of Holdings, any Parent Entity, the Company
      or any Subsidiary in connection with permitted employee compensation and
      incentive arrangements and (y) of

     

    


    
      
        
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    any
      key-man life insurance policies received during such calendar year), which,
      if
      not used in any year, may be carried forward to any subsequent calendar
      year;

     

    (d) noncash
      repurchases of Equity Interests deemed to occur upon exercise of stock options
      if such Equity Interests represent a portion of the exercise price of such
      options; 

     

    (e) the
      Company may pay dividends to Holdings in an aggregate amount equal to the
      portion, if any, of the Cumulative Credit on such date that the Company elects
      to apply to this Section 6.06(e), such election to be specified in a written
      notice of a Responsible Officer of the Company calculating in reasonable detail
      the amount of Cumulative Credit immediately prior to such election and the
      amount thereof elected to be so applied; provided,
      that no
      Default or Event of Default has occurred and is continuing or would result
      therefrom and, after giving effect thereto, that the Company and its
      Subsidiaries shall be in Pro Forma Compliance;

     

    (f) the
      Company may pay dividends on the Closing Date to consummate the Transactions;
      

     

    (g) the
      Company may pay dividends or distributions to allow Holdings or any Parent
      Entity to make payments in cash, in lieu of the issuance of fractional shares,
      upon the exercise of warrants or upon the conversion or exchange of Equity
      Interests of any such person; 

     

    (h) after
      a
      Qualified IPO, the Company may pay dividends and make distributions to, or
      repurchase or redeem shares from, its equity holders in an amount equal to
      6.0%
      per annum of the net proceeds received by the Company from any public offering
      of Equity Interests of the Company or any direct or indirect parent of the
      Company;

     

    (i) the
      Company may make distributions to Holdings or any Parent Entity to finance
      any
      Investment permitted to be made pursuant to Section 6.04; provided,
      that
      (A) such distribution shall be made substantially concurrently with the closing
      of such Investment and (B) such parent shall, immediately following the closing
      thereof, cause (1) all property acquired (whether assets or Equity Interests)
      to
      be contributed to the Company or a Subsidiary or (2) the merger (to the extent
      permitted in Section 6.05) of the Person formed or acquired into the Company
      or
      a Subsidiary in order to consummate such Permitted Business Acquisition or
      Investment; and

     

    (j) the
      Company may pay dividends after the Closing Date to permit Holdings to make
      payments required under the Acquisition Agreement (including Sections 2.9 and
      5.4 thereof).

     

    SECTION
      6.07. Transactions
      with Affiliates.
      xxix)  Sell
      or transfer any property or assets to, or purchase or acquire any property
      or
      assets from, or otherwise engage in any other transaction with, any of its
      Affiliates or any known direct or indirect holder of 10% or more of any class
      of
      capital stock of Holdings or the Company in a transaction involving aggregate
      consideration in excess of $5 million, unless such transaction is (i) otherwise
      permitted (or

     

    


    
      
        
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    required)
      under this Agreement or (ii) upon terms no less favorable to the Company or
      such
      Subsidiary, as applicable, than would be obtained in a comparable arm’s-length
      transaction with a person that is not an Affiliate.

     

    (b) The
      foregoing paragraph (a) shall not prohibit, to the extent otherwise
      permitted under this Agreement,

     

    (i) any
      issuance of securities, or other payments, awards or grants in cash, securities
      or otherwise pursuant to, or the funding of, employment arrangements, equity
      purchase agreements, stock options and stock ownership plans approved by the
      Board of Directors of Holdings or of the Company,

     

    (ii) loans
      or
      advances to employees or consultants of Holdings (or any Parent Entity), the
      Company or any of the Subsidiaries in accordance with Section
      6.04(e),

     

    (iii) transactions
      among the Company or any Subsidiary or any entity that becomes a Subsidiary
      as a
      result of such transaction (including via merger or consolidation in which
      a
      Subsidiary is the surviving entity) not prohibited by this
      Agreement,

     

    (iv) the
      payment of fees, reasonable out-of-pocket costs and indemnities to directors,
      officers, consultants and employees of Holdings, any Parent Entity, the Company
      and the Subsidiaries in the ordinary course of business (limited,
      in the case of any Parent Entity, to the portion of such fees and expenses
      that
      are allocable to the Company
      and
      its
      Subsidiaries (which shall be 100% for so long as Holdings or such Parent Entity,
      as the case may be, owns no assets other than the Equity Interests in the
Company,
      Holdings or another Parent Entity and assets incidental to the ownership of
      the
Company
      and
      its
      Subsidiaries)),

     

    (v) subject
      to the limitations set forth in Section 6.07(b)(xiv), if applicable,
      transactions pursuant to the Transaction Documents and permitted agreements
      in
      existence on the Closing Date and set forth on Schedule 6.07
      or any
      amendment thereto to the extent such amendment is not adverse to the Lenders
      in
      any material respect and other transactions, agreements and arrangements
      described on Schedule
      6.07
      and any
      amendment thereto to the extent such amendment is not adverse to the Lenders
      in
      any material respect or similar transactions, agreements or arrangements entered
      into by the Company or any of its Subsidiaries.

     

    (vi) (A)
      any
      employment agreements entered into by the Company or any of the Subsidiaries
      in
      the ordinary course of business, (B) any subscription agreement or similar
      agreement pertaining to the repurchase of Equity Interests pursuant to put/call
      rights or similar rights with employees, officers or directors, and (C) any
      employee compensation, benefit plan or arrangement, any health, disability
      or
      similar insurance plan which covers employees, and any reasonable employment
      contract and transactions pursuant thereto,

     

    (vii) dividends,
      redemptions and repurchases permitted under Section 6.06, including
      payments to Holdings (and any Parent Entity),

     

    


    
      
        
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    (viii) any
      purchase by Holdings of the equity capital of the Company; provided,
      that
      any Equity Interests of the Company purchased by Holdings shall be pledged
      to
      the Administrative Agent on behalf of the Lenders pursuant to the Collateral
      Agreement,

     

    (ix) payments
      by the Company or any of the Subsidiaries to any Fund or any Fund Affiliate
      made
      for any financial advisory, financing, underwriting or placement services or
      in
      respect of other investment banking activities, including in connection with
      acquisitions or divestitures, which payments are approved by the majority of
      the
      Board of Directors of the Company, or a majority of disinterested members of
      the
      Board of Directors of the Company, in good faith,

     

    (x) transactions
      with Wholly Owned Subsidiaries for the purchase or sale of goods, products,
      parts and services entered into in the ordinary course of business in a manner
      consistent with past practice,

     

    (xi) any
      transaction in respect of which the Company delivers to the Administrative
      Agent
      (for delivery to the Lenders) a letter addressed to the Board of Directors
      of
      the Company from an accounting, appraisal or investment banking firm, in each
      case of nationally recognized standing that is (A) in the good faith
      determination of the Company qualified to render such letter and (B) reasonably
      satisfactory to the Administrative Agent, which letter states that such
      transaction is on terms that are no less favorable to the Company or such
      Subsidiary, as applicable, than would be obtained in a comparable arm’s-length
      transaction with a person that is not an Affiliate,

     

    (xii) subject
      to paragraph (xiv) below, the payment of all fees, expenses, bonuses and awards
      related to the Transactions contemplated by the Information Memorandum,
      including fees to any Fund or any Fund Affiliates and as set forth on
Schedule
      6.07,
      

     

    (xiii) transactions
      with joint ventures for the purchase or sale of goods, equipment and services
      entered into in the ordinary course of business and in a manner consistent
      with
      past practice,

     

    (xiv) any
      agreement to pay, and the payment of, monitoring, management, transaction,
      advisory or similar fees payable to any Fund or any Fund Affiliate (A) in an
      aggregate amount in any fiscal year not to exceed the sum of (1) the greater
      of
      $7.5 million and 2.0% of EBITDA for such fiscal year, plus reasonable out of
      pocket costs and expenses in connection therewith and unpaid amounts accrued
      for
      prior periods; plus (2) any deferred fees (to the extent such fees were within
      such amount in clause (A) (1) above originally), plus (B) 2.0% of the value
      of
      transactions with respect to which any Fund or any Fund Affiliate provides
      any
      transaction, advisory or other services, plus (C) so long as no Availability
      Triggering Event or Event of Default has occurred and is continuing, in the
      event of a Qualified IPO, the present value of all future amounts payable
      pursuant to any agreement referred to in clause (A) (1) above in connection
      with
      the termination of such agreement with the Funds and Fund Affiliates (the
“Fund
      Termination Fee”);
      provided,
      that if
      any such payment pursuant to clause (C) is not permitted to be paid as a result
      of an Availability Triggering Event or Event of Default,

     

    


    
      
        
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    such
      payment shall accrue and may be payable when no Availability Triggering Event
      or
      Events of Default are continuing to the extent that no further Availability
      Triggering Event or Event of Default would result therefrom, 

     

    (xv) the
      issuance, sale, transfer of Equity Interests of Company to Holdings and capital
      contributions by Holdings to Company, 

     

    (xvi) the
      Business Combination and all transactions in connection therewith,
      or

     

    (xvii) without
      duplication of any amounts otherwise paid with respect to taxes, payments by
      Holdings (and any Parent Entity), the Company and the Subsidiaries pursuant
      to
      tax sharing agreements among Holdings (and any such Parent Entity), the Company
      and the Subsidiaries on customary terms that require each party to make payments
      when such taxes are due or refunds received of amounts equal to the income
      tax
      liabilities and refunds generated by each such party calculated on a separate
      return basis and payments to the party generating tax benefits and credits
      of
      amounts equal to the value of such tax benefits and credits made available
      to
      the group by such party.

     

    SECTION
      6.08. Business
      of the Borrowers and the Subsidiaries.
      Notwithstanding any other provisions hereof, engage at any time in any business
      or business activity other than any business or business activity conducted
      by
      any of them on the Closing Date and any business or business activities
      incidental or related thereto, or any business or activity that is reasonably
      similar or complementary thereto or a reasonable extension, development or
      expansion thereof or ancillary thereto.

     

    SECTION
      6.09. Limitation
      on Modifications of Indebtedness; Modifications of Certificate of Incorporation,
      By-Laws and Certain Other Agreements; etc. xxx)  Amend
      or modify in any manner materially adverse to the Lenders, or grant any waiver
      or release under or terminate in any manner (if such granting or termination
      shall be materially adverse to the Lenders), the articles or certificate of
      incorporation, by-laws, limited liability company operating agreement,
      partnership agreement or other organizational documents of the Company or any
      of
      the Subsidiaries or the Merger Agreement.

     

    (b) (a)  Make,
      or agree or offer 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 the loans under the Senior Subordinated Notes or
      any
      Permitted Refinancing Indebtedness in respect of the Senior Subordinated Notes
      or any preferred Equity Interests or any Disqualified Stock (“Junior
      Financing”),
      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
      in
      respect of any Junior Financing except for (A) Refinancings permitted by
      Section 6.01(l) or (r), (B) payments of regularly scheduled interest, and,
      to the extent this Agreement is then in effect, principal on the scheduled
      maturity date of any Junior Financing, (C) payments or distributions in respect
      of all or any portion of the Junior Financing with the proceeds contributed
      to
      the Company by Holdings from the issuance, sale or exchange by Holdings (or
      any
      Parent Entity) of Equity Interests made within eighteen months prior thereto,
      (D) the conversion of any Junior Financing to Equity Interests of Holdings
      or
      any Parent Entity; and (E) so long as no Default or

     

    


    
      
        
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    Event
      of
      Default has occurred and is continuing or would result therefrom and after
      giving effect to such payment or distribution the Company would be in Pro Forma
      Compliance, payments or distributions in respect of Junior Financings prior
      to
      their scheduled maturity made, in an aggregate amount, not to exceed the sum
      of
      (x) $60 million and (y) the Cumulative Credit; or 

     

    (b) Amend
      or
      modify, or permit the amendment or modification of, any provision of Junior
      Financing, or any agreement, document or instrument evidencing or relating
      thereto, other than amendments or modifications that (A) are not in any
      manner materially adverse to Lenders and that do not affect the subordination
      or
      payment provisions thereof (if any) in a manner adverse to the Lenders and
      (B) otherwise comply with the definition of “Permitted Refinancing
      Indebtedness”.

     

    (c) Permit
      any Material Subsidiary to enter into any agreement or instrument that by its
      terms restricts (i) the payment of dividends or distributions or the making
      of
      cash advances to the Company or any Subsidiary that is a direct or indirect
      shareholder of such Subsidiary or (ii) the granting of Liens by the Company
      or
      such Material Subsidiary pursuant to the Security Documents, in each case other
      than those arising under any Loan Document, except, in each case, restrictions
      existing by reason of:

     

    1. restrictions
      imposed by applicable law;

     

    2. contractual
      encumbrances or restrictions in effect on the Closing Date under Indebtedness
      existing on the Closing Date and set forth on Schedule 6.01,
      the
      Second Lien Notes, the Senior Subordinated Notes or any agreements related
      to
      any Permitted Refinancing Indebtedness in respect of any such Indebtedness
      that
      does not expand the scope of any such encumbrance or restriction;

     

    3. any
      restriction on a Subsidiary imposed pursuant to an agreement entered into for
      the sale or disposition of the Equity Interests or assets of a Subsidiary
      pending the closing of such sale or disposition;

     

    4. customary
      provisions in joint venture agreements and other similar agreements applicable
      to joint ventures entered into in the ordinary course of business;

     

    5. any
      restrictions imposed by any agreement relating to secured Indebtedness permitted
      by this Agreement to the extent that such restrictions apply only to the
      property or assets securing such Indebtedness;

     

    6. any
      restrictions imposed by any agreement relating to Indebtedness incurred pursuant
      to section 6.01(r), to the extent such restrictions are not more restrictive,
      taken as a whole, than the restrictions contained in the Senior Subordinated
      Note Documents and Second Lien Note Documents;

     

    7. customary
      provisions contained in leases or licenses of intellectual property and other
      similar agreements entered into in the ordinary course of business;

     

    


    
      
        
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    8. customary
      provisions restricting subletting or assignment of any lease governing a
      leasehold interest;

     

    9. customary
      provisions restricting assignment of any agreement entered into in the ordinary
      course of business;

     

    10. customary
      restrictions and conditions contained in any agreement relating to the sale,
      transfer, lease or other disposition of any asset permitted under Section 6.05
      pending the consummation of such sale, transfer, lease or other disposition;
      

     

    11. customary
      restrictions and conditions contained in the document relating to any Lien,
      so
      long as (1) such Lien is a Permitted Lien and such restrictions or conditions
      relate only to the specific asset subject to such Lien, and (2) such
      restrictions and conditions are not created for the purpose of avoiding the
      restrictions imposed by this Section 6.09;

     

    12. customary
      net worth provisions contained in Real Property leases entered into by
      Subsidiaries of the Company, so long as the Company has determined in good
      faith
      that such net worth provisions would not reasonably be expected to impair the
      ability of the Company and its Subsidiaries to meet their ongoing obligations;
      

     

    13. any
      agreement in effect at the time such subsidiary becomes a Subsidiary, so long
      as
      such agreement was not entered into in contemplation of such person becoming
      a
      Subsidiary other than Subsidiaries of such new Subsidiary; 

     

    14. restrictions
      in agreements representing Indebtedness permitted under Section 6.01 of a
      Subsidiary of the Company that is not a Subsidiary Loan Party; 

     

    15. customary
      restrictions on leases, subleases, licenses or Equity Interests or asset sale
      agreements otherwise permitted hereby as long as such restrictions relate to
      the
      Equity Interests and assets subject thereto;

     

    16. restrictions
      on cash or other deposits imposed by customers under contracts entered into
      in
      the ordinary course of business; 

     

    17. [Reserved];
      or

     

    (R) any
      encumbrances or restrictions of the type referred to in Sections 6.09(c)(i)
      and
      6.09(c)(ii) above imposed by any amendments, modifications, restatements,
      renewals, increases, supplements, refundings, replacements or refinancings
      of
      the contracts, instruments or obligations referred to in clauses (A) through
      (Q)
      above; provided that such amendments, modifications, restatements, renewals,
      increases, supplements, refundings, replacements or refinancings are, in the
      good faith judgment of the Company, no more restrictive with respect to such
      dividend and other payment restrictions than those contained in the dividend
      or
      other payment restrictions prior to such amendment, modification, restatement,
      renewal, increase, supplement, refunding, replacement or
      refinancing.

     

    


    
      
        
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    SECTION
      6.10. Fiscal
      Year; Accounting.
      Permit
      its fiscal year to end on any date other than (a) September 30 or December
      30
      during the 2007 fiscal year, or (b) the Saturday nearest the end of the calendar
      year in respect of any other year, without prior notice to the Administrative
      Agent given concurrently with any required notice to the SEC.

     

    SECTION
      6.11. Availability
      Triggering Event.
      If an
      Availability Triggering Event or Event of Default shall have occurred and shall
      be continuing, permit the ABL Fixed Charge Coverage Ratio, calculated as of
      the
      last day of the preceding fiscal quarter for which financial statements have
      been delivered to the Administrative Agent pursuant to Section 5.04(b), to
      be
      less than 1.00 to 1.00 (which calculation shall be made on a Pro Forma Basis
      to
      take into account any events described in the definition of "Pro Forma Basis"
      occurring during the period of four fiscal quarters ending on the last day
      of
      such preceding fiscal quarter).

     

    SECTION
      6.12. Qualified
      CFC Holding Companies.
      Permit
      any Qualified CFC Holding Company to (a) create, incur or assume any
      Indebtedness or other liability, or create, incur, assume or suffer to exist
      any
      Lien on, or sell, transfer or otherwise dispose of, other than in a transaction
      permitted under Section 6.05, any of the Equity Interests of a Foreign
      Subsidiary held by such Qualified CFC Holding Company, or any other assets,
      or
      (b) engage in any business or activity or acquire or hold any assets other
      than
      the Equity Interests of one or more Foreign Subsidiaries of the Company and/or
      one or more other Qualified CFC Holding Companies and the receipt and
      distribution of dividends and distributions in respect thereof.

     

     

    ARTICLE
      VIA

     

     

    


     

     

    Holdings
      Covenants

     

    Holdings
      covenants and agrees with each Lender that, so long as this Agreement shall
      remain in effect (other than in respect of contingent indemnification
      obligations for which no claim has been made) and until the Commitments have
      been terminated and the Obligations (including principal of and interest on
      each
      Loan, all Fees and all other expenses or amounts payable under any Loan
      Document) have been paid in full and all Letters of Credit and Bankers’
Acceptances have been canceled or fully cash collateralized (in a manner
      reasonably acceptable to the Administrative Agent and the Issuing Banks) or
      have
      expired and all amounts drawn or paid thereunder have been reimbursed in full,
      unless the Required Lenders shall otherwise consent in writing, (a) Holdings
      will not create, incur, assume or permit to exist any Lien (other
      than Liens of a type described in Section 6.02(d), (e) or (k)) on
      any of
      the Equity Interests issued by the Company other than the Liens created under
      the Loan Documents, (b) Holdings shall do or cause to be done all things
      necessary to preserve, renew and keep in full force and effect its legal
      existence; provided,
      that so
      long as no Default or Event of Default exists or would result therefrom,
      Holdings may merge with any other person, and (c) Holdings shall at all times
      own directly 100% of the Equity Interests of the Company and shall not sell,
      transfer or otherwise dispose of the Equity Interests in the
      Company.

     

    


    
      
        
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    ARTICLE
      VII

     

    


     

    Events
      of
      Default

     

    SECTION
      7.01. Events
      of Default.
      In case
      of the happening of any of the following events (each, an “Event of
      Default”):

     

    (a) any
      representation or warranty made or deemed made by Holdings, any Borrower or
      any
      other Loan Party herein or in any other Loan Document or any certificate or
      document delivered pursuant hereto or thereto shall prove to have been false
      or
      misleading in any material respect when so made or deemed made;

     

    (b) default
      shall be made in the payment of any principal of any Loan when and as the same
      shall become due and payable, whether at the due date thereof or at a date
      fixed
      for prepayment thereof or by acceleration thereof or otherwise;

     

    (c) default
      shall be made in the payment of any interest on any Loan or the reimbursement
      with respect to any L/C Disbursement or in the payment of any Fee or any other
      amount (other than an amount referred to in (b) above) due under any Loan
      Document, when and as the same shall become due and payable, and such default
      shall continue unremedied for a period of five Business Days;

     

    (d) default
      shall be made in the due observance or performance by Holdings, any Borrower
      or
      any of the Subsidiaries of any covenant, condition or agreement contained in
      Section 5.01(a), 5.05(a) or 5.08 or in Article VI or VIA;

     

    (e) default
      shall be made in the due observance or performance by Holdings, any Borrower
      or
      any of the Subsidiaries of any covenant, condition or agreement contained in
      (i)
      Section 5.07 or Sections 5.12 through 5.16 and such default shall continue
      unremedied for a period of seven days after notice thereof from the
      Administrative Agent to the Borrowers, or (ii) any Loan Document (other than
      those specified in paragraphs (b), (c) and (d) above) and such default
      shall continue unremedied for a period of 30 days (or 60 days if such default
      results solely from a Foreign Subsidiary’s failure to duly observe or perform
      any such covenant, condition or agreement) after notice thereof from the
      Administrative Agent to the Company;

     

    (f) (i)
      any
      event or condition occurs that (A) results in any Material Indebtedness becoming
      due prior to its scheduled maturity or (B) enables or permits (with all
      applicable grace periods having expired) the holder or holders of any Material
      Indebtedness or any trustee or agent on its or their behalf to cause any
      Material Indebtedness to become due, or to require the prepayment, repurchase,
      redemption or defeasance thereof, prior to its scheduled maturity or (ii)
      Holdings, any Borrower or any of the Subsidiaries shall fail to pay the
      principal of any Material Indebtedness at the stated final maturity
      thereof;
      provided,
      that
      this clause (f) shall not apply to secured Indebtedness that becomes due as
      a result of the voluntary sale or transfer of the property or assets securing
      such Indebtedness if such sale or transfer is permitted hereunder and under
      the
      documents providing for such Indebtedness;

     

    


    
      
        
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    (g) there
      shall have occurred a Change in Control;

     

    (h) an
      involuntary proceeding shall be commenced or an involuntary petition shall
      be
      filed in a court of competent jurisdiction seeking (i) relief in respect of
      Holdings, any Borrower or any of the Subsidiaries, or of a substantial part
      of
      the property or assets of Holdings, any Borrower or any Subsidiary, under Title
      11 of the United States Code, as now constituted or hereafter amended, or any
      other federal, state or foreign bankruptcy, insolvency, receivership or similar
      law, (ii) the appointment of a receiver, trustee, custodian, sequestrator,
      conservator or similar official for Holdings, any Borrower or any of the
      Subsidiaries or for a substantial part of the property or assets of Holdings,
      any Borrower or any of the Subsidiaries or (iii) the winding-up or liquidation
      of Holdings, any Borrower or any Subsidiary (except, in the case of any
      Subsidiary, in a transaction permitted by Section 6.05); and such
      proceeding or petition shall continue undismissed for 60 days or an order or
      decree approving or ordering any of the foregoing shall be entered;

     

    (i) Holdings,
      any Borrower or any Subsidiary shall (i) voluntarily commence any proceeding
      or
      file any petition seeking relief under Title 11 of the United States Code,
      as
      now constituted or hereafter amended, or any other federal, state or foreign
      bankruptcy, insolvency, receivership or similar law, (ii) consent to the
      institution of, or fail to contest in a timely and appropriate manner, any
      proceeding or the filing of any petition described in paragraph (h) above,
      (iii) apply for or consent to the appointment of a receiver, trustee, custodian,
      sequestrator, conservator or similar official for Holdings, any Borrower or
      any
      of the Subsidiaries or for a substantial part of the property or assets of
      Holdings, any Borrower or any Subsidiary, (iv) file an answer admitting the
      material allegations of a petition filed against it in any such proceeding,
      (v)
      make a general assignment for the benefit of creditors or (vi) become unable
      or
      admit in writing its inability or fail generally to pay its debts as they become
      due;

     

    (j) the
      failure by Holdings, any Borrower or any Subsidiary to pay one or more final
      judgments aggregating in excess of $35 million (to the extent not covered by
      insurance), which judgments are not discharged or effectively waived or stayed
      for a period of 45 consecutive days;

     

    (k) (i)
      a
      trustee shall be appointed by a United States district court to administer
      any
      Plan, (ii) an ERISA Event or ERISA Events shall have occurred with respect
      to
      any Plan or Multiemployer Plan, (iii) the PBGC shall institute proceedings
      (including giving notice of intent thereof) to terminate any Plan or Plans,
      (iv)
      Holdings, any Borrower or any Subsidiary or any ERISA Affiliate shall have
      been
      notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan
      is
      in reorganization or is being terminated, within the meaning of Title IV of
      ERISA, or (v) Holdings, any Borrower or any Subsidiary shall engage in any
      “prohibited transaction” (as defined in Section 406 of ERISA or
      Section 4975 of the Code) involving any Plan; and in each case in
      clauses (i) through (v) above, such event or condition, together with all
      other such events or conditions, if any, would reasonably be expected to have
      a
      Material Adverse Effect;

     

    


    
      
        
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    (l) (i)
      any
      Loan Document shall for any reason be asserted in writing by Holdings, any
      Borrower or any Subsidiary not to be a legal, valid and binding obligation
      of
      any party thereto, (ii) any security interest purported to be created by any
      Security Document and to extend to assets that are not immaterial to Holdings,
      the Borrowers and the Subsidiaries on a consolidated basis, shall cease to
      be,
      or shall be asserted in writing by any Borrower or any other Loan Party not
      to
      be, a valid and perfected security interest (perfected as or having the priority
      required by this Agreement or the relevant Security Document and subject to
      such
      limitations and restrictions as are set forth herein and therein) in the
      securities, assets or properties covered thereby, except to the extent that
      any
      such loss of perfection or priority results from the limitations of foreign
      laws, rules and regulations as they apply to pledges of Equity Interests in
      Foreign Subsidiaries or the application thereof, or from the failure of the
      Administrative Agent to maintain possession of certificates actually delivered
      to it representing securities pledged under the Collateral Agreement or to
      file
      Uniform Commercial Code continuation statements or take the actions described
      on
Schedule 3.04
      and
      except to the extent that such loss is covered by a Lender’s title insurance
      policy and the Administrative Agent shall be reasonably satisfied with the
      credit of such insurer, or (iii) the Guarantees pursuant to the Security
      Documents by Holdings, any Borrower or the Subsidiary Loan Parties of any of
      the
      Obligations shall cease to be in full force and effect (other than in accordance
      with the terms thereof), or shall be asserted in writing by Holdings or any
      Borrower or any Subsidiary Loan Party not to be in effect or not to be legal,
      valid and binding obligations; 

     

    (m) (i)
      the
      Obligations shall fail to constitute “Senior Debt” (or the equivalent thereof)
      and “Designated Senior Debt” (or the equivalent thereof) under the Senior
      Subordinated Notes Indentures and under the documentation governing any
      Indebtedness incurred pursuant to Section 6.01(r) constituting subordinated
      Indebtedness or any Permitted Refinancing Indebtedness in respect of the Senior
      Subordinated Notes or such Indebtedness incurred pursuant to Section 6.01(r)
      constituting subordinated Indebtedness, or (ii) the subordination provisions
      thereunder shall be invalidated or otherwise cease, or shall be asserted in
      writing by Holdings, the Borrowers or any Subsidiary Loan Party to be invalid
      or
      to cease to be legal, valid and binding obligations of the parties thereto,
      enforceable in accordance with their terms; or

     

    (n) there
      shall occur and be continuing an “Event of Default” under and as defined in the
      Term Loan Credit Agreement.

     

    then,
      and
      in every such event (other than an event with respect to any Borrower described
      in paragraph (h) or (i) above), and at any time thereafter during the
      continuance of such event, the Administrative Agent, at the request of the
      Required Lenders, shall, by notice to the Company, take any or all of the
      following actions, at the same or different times: (i) terminate forthwith
      the
      Commitments, (ii) declare the Loans then outstanding to be forthwith due and
      payable in whole or in part, whereupon the principal of the Loans so declared
      to
      be due and payable, together with accrued interest thereon and any unpaid
      accrued Fees and all other liabilities of the Borrowers accrued hereunder and
      under any other Loan Document, shall become forthwith due and payable, without
      presentment, demand, protest or any other notice of any kind, all of which
      are
      hereby expressly waived by the Borrowers, anything contained herein or in any
      other Loan Document to the contrary notwithstanding and (iii) if the Loans
      have
      been declared due and

     

    


    
      
        
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    payable
      pursuant to clause (ii) above, demand cash collateral pursuant to
      Section 2.05(j); and in any event with respect to any Borrower described in
      paragraph (h) or (i) above, the Commitments shall automatically terminate,
      the principal of the Loans then outstanding, together with accrued interest
      thereon and any unpaid accrued Fees and all other liabilities of the Borrowers
      accrued hereunder and under any other Loan Document, shall automatically become
      due and payable and the Administrative Agent shall be deemed to have made a
      demand for cash collateral to the full extent permitted under
      Section 2.05(j), without presentment, demand, protest or any other notice
      of any kind, all of which are hereby expressly waived by the Borrowers, anything
      contained herein or in any other Loan Document to the contrary
      notwithstanding.

     

    SECTION
      7.02. Exclusion
      of Immaterial Subsidiaries.
      Solely
      for the purposes of determining whether an Event of Default has occurred under
      clause (h), (i) or (l) of Section 7.01, any reference in any such clause to
      any
      Subsidiary shall be deemed not to include any Immaterial Subsidiary affected
      by
      any event or circumstance referred to in any such clause.

     

    SECTION
      7.03. Holdings’
      Right to Cure.
      (2)
      Notwithstanding anything to the contrary contained in Section 7.01, in the
      event that the Borrowers fail to comply with the requirements of the ABL Fixed
      Charge Coverage Ratio set forth in Section 6.11 hereof, until the expiration
      of
      the 10th day subsequent to the date that the certificate calculating such ABL
      Fixed Charge Coverage Ratio is required to be delivered pursuant to
      Section 5.04(c), Holdings shall have the right to issue Permitted Cure
      Securities for cash or otherwise receive cash contributions to the capital
      of
      Holdings, and, in each case, to contribute any such cash to the capital of
      the
      Company (collectively, the “Cure
      Right”),
      and
      upon the receipt by the Company of such cash (the “Cure
      Amount”)
      pursuant to the exercise by Holdings of such Cure Right, such ABL Fixed Charge
      Coverage Ratio shall be recalculated giving effect to the following pro forma
      adjustment:

     

    (i) EBITDA
      shall be increased with respect to such applicable quarter and any four-quarter
      period that contains such quarter, solely for the purpose of measuring the
      ABL
      Fixed Charge Coverage Ratio and not for any other purpose under this Agreement,
      by an amount equal to the Cure Amount; and

     

    (ii) If,
      after
      giving effect to the foregoing pro forma adjustment, the Borrowers shall then
      be
      in compliance with the requirements of the ABL Fixed Charge Coverage Ratio
      set
      forth in Section 6.11 hereof, the Borrowers shall be deemed to have satisfied
      the requirements of such Section 6.11 as of the relevant date of determination
      with the same effect as though there had been no failure to comply therewith
      at
      such date, and the applicable breach or default of such Section 6.11 that had
      occurred shall be deemed cured for this purposes of the Agreement.

     

    (b) Notwithstanding
      anything herein to the contrary, (i) in each four-fiscal-quarter period there
      shall be at least one fiscal quarter in which the Cure Right is not exercised,
      (ii) in each eight-fiscal-quarter period, there shall be a period of at least
      four consecutive fiscal quarters during which the Cure Right is not exercised,
      and (iii) for purposes of this Section 7.03, the Cure Amount shall be no
      greater than the amount required for purposes of complying with Section
      6.11.

     

    


    
      
        
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    ARTICLE
      VIII

     

    


     

    The
      Agents

     

    SECTION
      8.01. Appointment.
      (b)
      Each
      Lender (in its capacities as a Lender and the Swingline Lender (if applicable)
      and on behalf of itself and its Affiliates as potential counterparties to Swap
      Agreements) and each Issuing Bank (in such capacities and on behalf of itself
      and its Affiliates as potential counterparties to Swap Agreements) hereby
      irrevocably designates and appoints (A) the Administrative Agent as the agent
      of
      such Lender under this Agreement and the other Loan Documents, including as
      a
      Collateral Agent for such Lender and the other Secured Parties (including the
      Term Loan Secured Parties) under the Security Documents, and each such Lender
      irrevocably authorizes the Administrative Agent, in such capacity, to take
      such
      action on its behalf under the provisions of this Agreement and the other Loan
      Documents and to exercise such powers and perform such duties as are expressly
      delegated to the Administrative Agent by the terms of this Agreement and the
      other Loan Documents, together with such other powers as are reasonably
      incidental thereto and (B) the Term Facility Collateral Agent as collateral
      agent for such lender for purposes of the Security Documents. In addition,
      to
      the extent required under the laws of any jurisdiction other than the United
      States, each of the Lenders and the Issuing Banks hereby grants to the
      Administrative Agent any required powers of attorney to execute any Security
      Document governed by the laws of such jurisdiction on such Lender’s or Issuing
      Bank’s behalf. Notwithstanding any provision to the contrary elsewhere in this
      Agreement, the Administrative Agent shall not have any duties or
      responsibilities, except those expressly set forth herein, or any fiduciary
      relationship with any Lender, and no implied covenants, functions,
      responsibilities, duties, obligations or liabilities shall be read into this
      Agreement or any other Loan Document or otherwise exist against the
      Administrative Agent. Except as expressly otherwise provided in this Agreement,
      the Administrative Agent shall have and may use its sole discretion with respect
      to exercising or refraining from exercising any discretionary rights or taking
      or refraining from taking any actions which such Agent is expressly entitled
      to
      take or assert under this Agreement and the other Loan Documents, including
      (a)
      the determination of the applicability of ineligibility criteria and other
      determinations with respect to the calculation of the Borrowing Base, (b) the
      making of Agent Advances pursuant to Section 2.04(d), and (c) the exercise
      of
      remedies pursuant to Section 7.01, and any action so taken or not taken shall
      be
      deemed consented to by the Lenders.

     

    (b) In
      furtherance of the foregoing, each Lender (in its capacities as a Lender and
      the
      Swingline Lender (if applicable) and on behalf of itself and its Affiliates
      as
      potential counterparties to Swap Agreements) and each Issuing Bank (in such
      capacities and on behalf of itself and its Affiliates as potential
      counterparties to Swap Agreements) hereby appoints and authorizes the Collateral
      Agent to act as the agent of such Lender for purposes of acquiring, holding
      and
      enforcing any and all Liens on Collateral granted by any of the Loan Parties
      to
      secure any of the Obligations, together with such powers and discretion as
      are
      reasonably incidental thereto and to enter into and take such action on its
      behalf under the provisions of the Intercreditor Agreement and the Senior Lender
      Intercreditor Agreement and to exercise such powers and perform such duties
      as
      are expressly delegated to the Collateral Agent by the terms of the
      Intercreditor Agreement and the Senior Lender Intercreditor Agreement, together
      with such other powers as are reasonably incidental thereto. In this connection,
      the Collateral Agent (and any Subagents appointed by the Collateral Agent
      pursuant to Section 8.02 for purposes of

     

    


    
      
        
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    holding
      or enforcing any Lien on the Collateral (or any portion thereof) granted under
      the Security Documents, or for exercising any rights or remedies thereunder
      at
      the direction of the Collateral Agent) shall be entitled to the benefits of
      this
      Article VIII (including, without limitation, Section 8.07) as though the
      Collateral Agent (and any such Subagents) were an “Agent” under the Loan
      Documents, as if set forth in full herein with respect thereto. 

     

    (c) Each
      Lender (in its capacities as a Lender and the Swingline Lender (if applicable)
      and on behalf of itself and its Affiliates as potential counterparties to Swap
      Agreements) and each Issuing Bank (in such capacities and on behalf of itself
      and its Affiliates as potential counterparties to Swap Agreements) irrevocably
      authorizes each of the Administrative Agent and the Collateral Agent, at its
      option and in its discretion, (i) to release any Lien on any property granted
      to
      or held by the Collateral Agent under any Loan Document (A) upon termination
      of
      the Commitments and payment in full of all Obligations (other than contingent
      indemnification obligations) and the expiration, termination or cash
      collateralization of all Letters of Credit and Bankers’ Acceptances, (B) that is
      sold or to be sold as part of or in connection with any sale permitted hereunder
      or under any other Loan Document, or (C) if approved, authorized or ratified
      in
      writing in accordance with Section 9.08 hereof, (ii) to release any Guarantor
      from its obligations under the Loan Documents if such person ceases to be a
      Subsidiary as a result of a transaction permitted hereunder; and (iii) to
      subordinate any Lien on any property granted to or held by the Collateral Agent
      under any Loan Document to the holder of any Lien on such property that is
      permitted by Section 6.02(i) and (j). Upon request by the Collateral Agent
      at
      any time, the Required Lenders will confirm in writing the Collateral Agent’s
      authority to release its interest in particular types or items of property,
      or
      to release any Guarantor from its obligations under the Loan
      Documents.

     

    (d) In
      case
      of the pendency of any receivership, insolvency, liquidation, bankruptcy,
      reorganization, arrangement, adjustment, composition or other judicial
      proceeding relative to any Loan Party, (i) the Administrative Agent
      (irrespective of whether the principal of any Obligation shall then be due
      and
      payable as herein expressed or by declaration or otherwise and irrespective
      of
      whether the Administrative Agent shall have made any demand on the Company)
      shall be entitled and empowered, by intervention in such proceeding or otherwise
      (A) to file and prove a claim for the whole amount of the principal and interest
      owing and unpaid in respect of any or all of the Obligations that are owing
      and
      unpaid and to file such other documents as may be necessary or advisable in
      order to have the claims of the Lenders, the Issuing Banks and the
      Administrative Agent and any Subagents allowed in such judicial proceeding,
      and
      (B) to collect and receive any monies or other property payable or deliverable
      on any such claims and to distribute the same, and (ii) any custodian, receiver,
      assignee, trustee, liquidator, sequestrator or other similar official in any
      such judicial proceeding is hereby authorized by each Lender and Issuing Bank
      to
      make such payments to the Administrative Agent and, if the Administrative Agent
      shall consent to the making of such payments directly to the Lenders and the
      Issuing Banks, to pay to the Administrative Agent any amount due for the
      reasonable compensation, expenses, disbursements and advances of the
      Administrative Agent and its agents and counsel, and any other amounts due
      the
      Administrative Agent under the Loan Documents. Nothing contained herein shall
      be
      deemed to authorize the Administrative Agent to authorize or consent to or
      accept or adopt on behalf of any Lender or Issuing Bank any plan of
      reorganization, arrangement, adjustment or composition affecting the Obligations
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    any
      Lender or Issuing Bank or to authorize the Administrative Agent to vote in
      respect of the claim of any Lender or Issuing Bank in any such proceeding.
      

     

    SECTION
      8.02. Delegation
      of Duties.
      The
      Administrative Agent may execute any of its duties under this Agreement and
      the
      other Loan Documents (including for purposes of holding or enforcing any Lien
      on
      the Collateral (or any portion thereof) by or through agents, employees or
      attorneys-in-fact and shall be entitled to advice of counsel and other
      consultants or experts concerning all matters pertaining to such duties. The
      Administrative Agent shall not be responsible for the negligence or misconduct
      of any agents or attorneys-in-fact selected by it with reasonable care. The
      Administrative Agent may also from time to time, when the Administrative Agent
      deems it to be necessary or desirable, appoint one or more trustees,
      co-trustees, collateral co-agents, collateral subagents or attorneys-in-fact
      (each, a “Subagent”) with respect to all or any part of the
      Collateral;
      provided,
      that no
      such Subagent shall be authorized to take any action with respect to any
      Collateral unless and except to the extent expressly authorized in writing
      by
      the Administrative Agent. Should any instrument in writing from the Borrowers
      or
      any other Loan Party be required by any Subagent so appointed by the
      Administrative Agent to more fully or certainly vest in and confirm to such
      Subagent such rights, powers, privileges and duties, the Borrowers shall, or
      shall cause such Loan Party to, execute, acknowledge and deliver any and all
      such instruments promptly upon request by the Administrative Agent. If any
      Subagent, or successor thereto, shall die, become incapable of acting, resign
      or
      be removed, all rights, powers, privileges and duties of such Subagent, to
      the
      extent permitted by law, shall automatically vest in and be exercised by the
      Administrative Agent until the appointment of a new Subagent. The Administrative
      Agent shall not be responsible for the negligence or misconduct of any agent,
      attorney-in-fact or Subagent that it selects in accordance with the foregoing
      provisions of this Section 8.02 in the absence of the Administrative Agent’s
      gross negligence or willful misconduct.

     

    SECTION
      8.03. Exculpatory
      Provisions.
      Neither
      any Agent or its Affiliates nor any of their respective officers, directors,
      employees, agents, attorneys-in-fact or affiliates shall be (a) liable for
      any
      action lawfully taken or omitted to be taken by it or such person under or
      in
      connection with this Agreement or any other Loan Document (except to the extent
      that any of the foregoing are found by a final and nonappealable decision of
      a
      court of competent jurisdiction to have resulted from its or such person’s own
      gross negligence or willful misconduct) or (b) responsible in any manner to
      any
      of the Lenders for any recitals, statements, representations or warranties
      made
      by any Loan Party or any officer thereof contained in this Agreement or any
      other Loan Document or in any certificate, report, statement or other document
      referred to or provided for in, or received by the Agents under or in connection
      with, this Agreement or any other Loan Document or for the value, validity,
      effectiveness, genuineness, enforceability or sufficiency of this Agreement
      or
      any other Loan Document or for any failure of any Loan Party a party thereto
      to
      perform its obligations hereunder or thereunder. The Agents shall not be under
      any obligation to any Lender to ascertain or to inquire as to the observance
      or
      performance of any of the agreements contained in, or conditions of, this
      Agreement or any other Loan Document, or to inspect the properties, books or
      records of any Loan Party. The Administrative Agent shall not have any duties
      or
      obligations except those expressly set forth herein and in the other Loan
      Documents. Without limiting the generality of the foregoing, (x) the
      Administrative Agent shall not be subject to any fiduciary or other implied
      duties, regardless of whether a Default or Event of Default has occurred and
      is
      continuing, and (y) the Administrative Agent

     

    


    
      
        
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    shall
      not, except as expressly set forth herein and in the other Loan Documents,
      have
      any duty to disclose, and shall not be liable for the failure to disclose,
      any
      information relating to the Borrowers or any of their Affiliates that is
      communicated to or obtained by the person serving as the Administrative Agent
      or
      any of its Affiliates in any capacity. The Administrative Agent shall be deemed
      not to have knowledge of any Default or Event of Default unless and until
      written notice describing such Default or Event of Default is given to the
      Administrative Agent by the Borrowers, a Lender or an Issuing Bank. The
      Administrative Agent shall not be responsible for or have any duty to ascertain
      or inquire into (i) any statement, warranty or representation made in or in
      connection with this Agreement or any other Loan Document, (ii) the contents
      of
      any certificate, report or other document delivered hereunder or thereunder
      or
      in connection herewith or therewith, (iii) the performance or observance of
      any
      of the covenants, agreements or other terms or conditions set forth herein
      or
      therein or the occurrence of any Default or Event of Default, (iv) the validity,
      enforceability, effectiveness or genuineness of this Agreement, any other Loan
      Document or any other agreement, instrument or document, or the creation,
      perfection or priority of any Lien purported to be created by the Security
      Documents, (v) the value or the sufficiency of any Collateral, or (vi) the
      satisfaction of any condition set forth in Article IV or elsewhere herein,
      other
      than to confirm receipt of items expressly required to be delivered to the
      Administrative Agent.

     

    SECTION
      8.04. Reliance
      by Administrative Agent.
      The
      Administrative Agent shall be entitled to rely upon, and shall not incur any
      liability for relying upon, any notice, request, certificate, consent,
      statement, instrument, document or other writing (including any electronic
      message, Internet or intranet website posting or other distribution) or
      conversation believed by it to be genuine and to have been signed, sent or
      otherwise authenticated by the proper person. The Administrative Agent also
      may
      rely upon any statement made to it orally or by telephone and believed by it
      to
      have been made by the proper person, and shall not incur any liability for
      relying thereon. In determining compliance with any condition hereunder to
      any
      Credit Event, that by its terms must be fulfilled to the satisfaction of a
      Lender or any Issuing Bank, the Administrative Agent may presume that such
      condition is satisfactory to such Lender or Issuing Bank unless the
      Administrative Agent shall have received notice to the contrary from such Lender
      or the Issuing Bank prior to such Credit Event. The Administrative Agent may
      consult with legal counsel (including counsel to Holdings or the Borrowers),
      independent accountants and other experts selected by it, and shall not be
      liable for any action taken or not taken by it in accordance with the advice
      of
      any such counsel, accountants or experts. The Administrative Agent may deem
      and
      treat the payee of any Note as the owner thereof for all purposes unless a
      written notice of assignment, negotiation or transfer thereof shall have been
      filed with the Administrative Agent. The Administrative Agent shall be fully
      justified in failing or refusing to take any action under this Agreement or
      any
      other Loan Document unless it shall first receive such advice or concurrence
      of
      the Required Lenders (or, if so specified by this Agreement, all or other
      Lenders) as it deems appropriate or it shall first be indemnified to its
      satisfaction by the Lenders against any and all liability and expense that
      may
      be incurred by it by reason of taking or continuing to take any such action.
      The
      Administrative Agent shall in all cases be fully protected in acting, or in
      refraining from acting, under this Agreement and the other Loan Documents in
      accordance with a request of the Required Lenders (or, if so specified by this
      Agreement, all or other Lenders), and such request and any action taken or
      failure to act pursuant thereto shall be binding upon all the Lenders and all
      future holders of the Loans. 

     

    


    
      
        
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    SECTION
      8.05. Notice
      of Default.
      The
      Administrative Agent shall not be deemed to have knowledge or notice of the
      occurrence of any Default or Event of Default unless the Administrative Agent
      has received written notice from a Lender, Holdings or the Borrowers referring
      to this Agreement, describing such Default or Event of Default and stating
      that
      such notice is a “notice of default.” In the event that the Administrative Agent
      receives such a notice, the Administrative Agent shall give prompt notice
      thereof to the Lenders. The Administrative Agent shall take such action with
      respect to such Default or Event of Default as shall be reasonably directed
      by
      the Required Lenders (or, if so specified by this Agreement, all or other
      Lenders);
      provided,
      that
      unless and until the Administrative Agent shall have received such directions,
      the Administrative Agent may (but shall not be obligated to) take such action,
      or refrain from taking such action, with respect to such Default or Event of
      Default as it shall deem advisable in the best interests of the
      Lenders.

     

    SECTION
      8.06. Non-Reliance
      on Agents and Other Lenders.
      Each
      Lender expressly acknowledges that neither the Agents nor any of their
      respective officers, directors, employees, agents, attorneys-in-fact or
      affiliates have made any representations or warranties to it and that no act
      by
      any Agent hereafter taken, including any review of the affairs of a Loan Party
      or any affiliate of a Loan Party, shall be deemed to constitute any
      representation or warranty by any Agent to any Lender. Each Lender represents
      to
      the Agents that it has, independently and without reliance upon any Agent or
      any
      other Lender, and based on such documents and information as it has deemed
      appropriate, made its own appraisal of and investigation into the business,
      operations, property, financial and other condition and creditworthiness of
      the
      Loan Parties and their affiliates and made its own decision to make its Loans
      hereunder and enter into this Agreement. Each Lender also represents that it
      will, independently and without reliance upon any Agent or any other Lender,
      and
      based on such documents and information as it shall deem appropriate at the
      time, continue to make its own credit analysis, appraisals and decisions in
      taking or not taking action under this Agreement and the other Loan Documents,
      and to make such investigation as it deems necessary to inform itself as to
      the
      business, operations, property, financial and other condition and
      creditworthiness of the Loan Parties and their affiliates. Except for notices,
      reports and other documents expressly required to be furnished to the Lenders
      by
      the Administrative Agent hereunder, the Administrative Agent shall not have
      any
      duty or responsibility to provide any Lender with any credit or other
      information concerning the business, operations, property, condition (financial
      or otherwise), prospects or creditworthiness of any Loan Party or any affiliate
      of a Loan Party that may come into the possession of the Administrative Agent
      or
      any of its officers, directors, employees, agents, attorneys-in-fact or
      affiliates.

     

    SECTION
      8.07. Indemnification.
      The
      Lenders agree to indemnify each Agent and each Issuing Bank in its capacity
      as
      such (to the extent not reimbursed by Holdings or the Borrowers and without
      limiting the obligation of Holdings or the Borrowers to do so), in the amount
      of
      its pro
      rata
      share
      (based on its aggregate Revolving Facility Credit Exposure and unused
      Commitments hereunder;
      provided,
      that
      the aggregate principal amount of Swingline Loans owing to the Swingline Lender
      and of L/C - BA Disbursements owing to any Issuing Bank shall be considered
      to
      be owed to the Revolving Lenders ratably in accordance with their respective
      Revolving Facility Credit Exposure), from and against any and all liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      expenses or disbursements of any kind whatsoever that may at any time (whether
      before or after the payment

     

    


    
      
        
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    of
      the
      Loans) be imposed on, incurred by or asserted against such Agent or such Issuing
      Bank in any way relating to or arising out of the Commitments, this Agreement,
      any of the other Loan Documents (including, without limitation, the
      Intercreditor Agreement and the Senior Lender Intercreditor Agreement) or any
      documents contemplated by or referred to herein or therein or the transactions
      contemplated hereby or thereby or any action taken or omitted by such Agent
      or
      such Issuing Bank under or in connection with any of the foregoing;
      provided,
      that no
      Lender shall be liable for the payment of any portion of such liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      expenses or disbursements that are found by a final and nonappealable decision
      of a court of competent jurisdiction to have resulted from such Agent’s or such
      Issuing Bank’s gross negligence or willful misconduct. The failure of any Lender
      to reimburse any Agent or any Issuing Bank, as the case may be, promptly upon
      demand for its ratable share of any amount required to be paid by the Lenders
      to
      such Agent or such Issuing Bank, as the case may be, as provided herein shall
      not relieve any other Lender of its obligation hereunder to reimburse such
      Agent
      or such Issuing Bank, as the case may be, for its ratable share of such amount,
      but no Lender shall be responsible for the failure of any other Lender to
      reimburse such Agent or such Issuing Bank, as the case may be, for such other
      Lender’s ratable share of such amount. The agreements in this Section shall
      survive the payment of the Loans and all other amounts payable
      hereunder.

     

    SECTION
      8.08. Agent
      in Its Individual Capacity.
      Each
      Agent and its affiliates may make loans to, accept deposits from, and generally
      engage in any kind of business with any Loan Party as though such Agent were
      not
      an Agent. With respect to its Loans made or renewed by it and with respect
      to
      any Letter of Credit issued, or Letter of Credit or Swingline Loan participated
      in, by it, each Agent shall have the same rights and powers under this Agreement
      and the other Loan Documents as any Lender and may exercise the same as though
      it were not an Agent, and the terms “Lender” and “Lenders” shall include each
      Agent in its individual capacity.

     

    SECTION
      8.09. Successor
      Administrative Agent.
      The
      Administrative Agent may resign as Administrative Agent upon 10 days’ notice to
      the Lenders and the Borrowers. If the Administrative Agent shall resign as
      Administrative Agent under this Agreement and the other Loan Documents, then
      the
      Required Lenders shall appoint from among the Lenders a successor agent for
      the
      Lenders, which successor agent shall (unless an Event of Default under Section
      7.01(b), (c), (h) or (i) shall have occurred and be continuing) be subject
      to
      approval by the Company (which approval shall not be unreasonably withheld
      or
      delayed), whereupon such successor agent shall succeed to the rights, powers
      and
      duties of the Administrative Agent, and the term “Administrative Agent” shall
      mean such successor agent effective upon such appointment and approval, and
      the
      former Administrative Agent’s rights, powers and duties as Administrative Agent
      shall be terminated, without any other or further act or deed on the part of
      such former Administrative Agent or any of the parties to this Agreement or
      any
      holders of the Loans. If no successor agent has accepted appointment as
      Administrative Agent by the date that is 10 days following a retiring
      Administrative Agent’s notice of resignation, the retiring Administrative
      Agent’s resignation shall nevertheless thereupon become effective, and the
      retiring Administrative Agent shall, on behalf of the Lenders, appoint a
      successor agent which shall (unless an Event of Default under Section 7.01(b),
      (c), (h) or (i) shall have occurred and be continuing) be subject to approval
      by
      the Company (which approval shall not be unreasonably withheld or delayed).
      After any retiring Administrative Agent’s resignation as Administrative Agent,
      the provisions of this Section 8.09 shall inure to its benefit as to any actions
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    omitted
      to be taken by it while it was Administrative Agent under this Agreement and
      the
      other Loan Documents.

     

    SECTION
      8.10. Agents
      and Arrangers.
      Neither
      the Syndication Agent, the Documentation Agents nor any of the Joint Lead
      Arrangers shall have any duties or responsibilities hereunder in its capacity
      as
      such.

     

    SECTION
      8.11. [Reserved]

     

    SECTION
      8.12. Field
      Audit and Examination Reports; Disclaimer by Lenders.
      By
      signing this Agreement, each Lender:

     

    (a) is
      deemed
      to have requested that the Collateral Agent furnish such Lender, promptly after
      it becomes available, a copy of each field audit or examination report (each
      a
“Report”
and
      collectively, “Reports”)
      prepared by or on behalf of the Collateral Agent;

     

    (b) expressly
      agrees and acknowledges that neither the Banks nor the Agents (i) make any
      representation or warranty as to the accuracy of any Report, or (ii) shall
      be
      liable for any information contained in any Report;

     

    (c) expressly
      agrees and acknowledges that the Reports are not comprehensive audits or
      examinations, that the Collateral Agent, a Bank, or other party performing
      any
      audit or examination will inspect only specific information regarding the
      Borrowers and will rely significantly upon the Borrowers’ books and records, as
      well as on representations of the Borrowers’ personnel;

     

    (d) agrees
      to
      keep all Reports confidential and strictly for its internal use, and not to
      distribute except to its participants, or use any Report in any other manner;
      and 

     

    (e) without
      limiting the generality of any other indemnification provision contained in
      this
      Agreement, agrees: (i) to hold the Agents and any other Lender preparing a
      Report harmless from any action the indemnifying Lender may take or conclusion
      the indemnifying Lender may reach or draw from any Report in connection with
      any
      loans or other credit accommodations that the indemnifying Lender has made
      or
      may make to the Borrowers, or the indemnifying Lender’s participation in, or the
      indemnifying Lender’s purchase of, a loan or loans of the Borrowers; and (ii) to
      pay and protect, and indemnify, defend, and hold the Agents and any such other
      Lender preparing a Report harmless from and against, the claims, actions,
      proceedings, damages, costs, expenses, and other amounts (including Attorney
      Costs) incurred by the Agents and any such other Lender preparing a Report
      as
      the direct or indirect result of any third parties who might obtain all or
      part
      of any Report through the indemnifying Lender.

     

    


    
      
        
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    ARTICLE
      IX

     

    


     

    Miscellaneous

     

    SECTION
      9.01. Notices;
      Communications.
      i)
      Except
      in the case of notices and other communications expressly permitted to be given
      by telephone (and except as provided in Section 9.01(b) below), all notices
      and
      other communications provided for herein shall be in writing and shall be
      delivered by hand or overnight courier service, mailed by certified or
      registered mail or sent by telecopier 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 any
      Loan Party, the Administrative Agent, the Issuing Bank or the Swingline Lender,
      to the address, telecopier number, electronic mail address or telephone number
      specified for such person on Schedule
      9.01;
      and


     

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

     

    (b) Notices
      and other communications to the Lenders and the Issuing Bank 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 the Issuing Bank pursuant
      to Article II if such Lender or the Issuing Bank, 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 Borrowers
      may, in its discretion, agree to accept notices and other communications to
      it
      hereunder by electronic communications pursuant to procedures approved by it,
      provided
      that
      approval of such procedures may be limited to particular notices or
      communications.

     

    (c) Notices
      sent by hand or overnight courier service, or mailed by certified or registered
      mail, shall be deemed to have been given when received. Notices sent by
      telecopier shall be deemed to have been given when sent (except that, if not
      given during normal business hours for the recipient, shall be deemed to have
      been given at the opening of business on the next business day for the
      recipient). Notices delivered through electronic communications to the extent
      provided in Section 9.01(b) above shall be effective as provided in such Section
      9.01(b). 

     

    (d) Any
      party
      hereto may change its address or telecopy number for notices and other
      communications hereunder by notice to the other parties hereto.

     

    (e) Documents
      required to be delivered pursuant to Section 5.04 (to the extent any such
      documents are included in materials otherwise filed with the SEC) may be
      delivered electronically (including as set forth in Section 9.17) and if so
      delivered, shall be deemed to have been delivered on the date (i) on which
      the
      Company posts such documents, or provides a link thereto on the Company’s
      website on the Internet at the website address listed on Schedule
      9.01,
      or (ii)
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    the
      Company’s behalf on an Internet or intranet website, if any, to which each
      Lender and the Administrative Agent have access (whether a commercial,
      third-party website or whether sponsored by the Administrative
      Agent);
      provided,
      that
      (A) the Company shall deliver paper copies of such documents to the
      Administrative Agent or any Lender that requests the Borrowers to deliver such
      paper copies until a written request to cease delivering paper copies is given
      by the Administrative Agent or such Lender, and (B) the Borrowers shall notify
      the Administrative Agent and each Lender (by telecopier or electronic mail)
      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. Notwithstanding anything contained herein, in every
      instance the Borrowers shall be required to provide paper copies of the
      certificates required by Section 5.04(c) to the Administrative Agent. Except
      for
      such certificates required by Section 5.04(c), the Administrative Agent shall
      have no obligation to request the delivery or to maintain copies of the
      documents referred to above, and in any event shall have no responsibility
      to
      monitor compliance by the Borrowers with any such request for delivery, and
      each
      Lender shall be solely responsible for requesting delivery to it or maintaining
      its copies of such documents.

     

    SECTION
      9.02. Survival
      of Agreement.
      All
      covenants, agreements, representations and warranties made by the Loan Parties
      herein, in the other Loan Documents and in the certificates or other instruments
      prepared or delivered in connection with or pursuant to this Agreement or any
      other Loan Document shall be considered to have been relied upon by the Lenders
      and each Issuing Bank and shall survive the making by the Lenders of the Loans,
      the execution and delivery of the Loan Documents and the issuance of the Letters
      of Credit, regardless of any investigation made by such persons or on their
      behalf, and shall continue in full force and effect as long as the principal
      of
      or any accrued interest on any Loan or L/C - BA Disbursement or any Fee or
      any
      other amount payable under this Agreement or any other Loan Document is
      outstanding and unpaid or any Letter of Credit is outstanding and so long as
      the
      Commitments have not been terminated. Without prejudice to the survival of
      any
      other agreements contained herein, indemnification and reimbursement obligations
      contained herein (including pursuant to Sections 2.15, 2.17 and 9.05) shall
      survive the payment in full of the principal and interest hereunder, the
      expiration of the Letters of Credit and the termination of the Commitments
      or
      this Agreement.

     

    SECTION
      9.03. Binding
      Effect.
      This
      Agreement shall become effective when it shall have been executed by Holdings,
      the Borrowers and the Administrative Agent and when the Administrative Agent
      shall have been notified by each Lender (or otherwise received evidence
      satisfactory to the Administrative Agent) that such Lender has executed it,
      and
      thereafter shall be binding upon and inure to the benefit of Holdings, the
      Borrowers, each Issuing Bank, the Administrative Agent and each Lender and
      their
      respective permitted successors and assigns.

     

    SECTION
      9.04. Successors
      and Assigns.
      ii)  The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and assigns permitted hereby
      (including any affiliate of the Issuing Bank that issues any Letter of Credit
      or
      Bankers’ Acceptance), except that (i) the Borrowers may not assign or otherwise
      transfer any of its rights or obligations hereunder without the prior written
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    Lender
      (and any attempted assignment or transfer by the Borrowers without such consent
      shall be null and void) and (ii) no Lender may assign or otherwise transfer
      its
      rights or obligations hereunder except in accordance with this
      Section 9.04. 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 (including any Affiliate
      of
      the Issuing Bank that issues any Letter of Credit), Participants (to the extent
      provided in paragraph (c) of this Section 9.04), and, to the extent
      expressly contemplated hereby, the Related Parties of each of the Agents, the
      Issuing Bank and the Lenders) any legal or equitable right, remedy or claim
      under or by reason of this Agreement or the other Loan Documents.

     

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

     

    (A) the
      Company;
      provided,
      that no
      consent of the Company shall be required for an assignment to a Lender, an
      affiliate of a Lender, an Approved Fund (as defined below) or, if an Event
      of
      Default under Sections 7.01(b), (c), (h) or (i) has occurred and is continuing,
      any other person;

     

    (B) the
      Administrative Agent; and

     

    (C) the
      Issuing Bank and the Swingline Lender; provided,
      that no
      consent of the Issuing Bank and the Swingline Lender shall be required for
      an
      assignment of all or any portion of a Revolving Loan.

     

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

     

    (A) except
      in
      the case of an assignment to a Lender, an affiliate of a Lender or an Approved
      Fund or an assignment of the entire remaining amount of the assigning Lender’s
      Commitments or Loans, the amount of the Commitments or Loans of the assigning
      Lender subject to each such assignment (determined as of the date the Assignment
      and Acceptance with respect to such assignment is delivered to the
      Administrative Agent) shall not be less than $5 million, unless each of the
      Company and the Administrative Agent otherwise consent;
      provided,
      that
      (1) no such consent of the Company shall be required if an Event of Default
      under Sections 7.01(b), (c), (h) or (i) has occurred and is continuing and
      (2)
      such amounts shall be aggregated in respect of each Lender and its Affiliates
      or
      Approved Funds (with simultaneous assignments to or by two or more Related
      Funds
      shall be treated as one assignment), if any; 

     

    (B) the
      parties to each assignment shall execute and deliver to the Administrative
      Agent
      an Assignment and Acceptance via an electronic settlement system acceptable
      to
      the Administrative Agent (or, if previously agreed with the Administrative
      Agent, manually), and shall pay to the Administrative Agent a processing and
      recordation fee of
      $3,500
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    (C) the
      Assignee, if it shall not be a Lender, shall deliver to the Administrative
      Agent
      an Administrative Questionnaire and all applicable tax forms; and

     

    (D) the
      Assignee shall not be a Borrower or any of the Borrowers’ Affiliates or
      Subsidiaries.

     

    For
      the
      purposes of this Section 9.04, “Approved
      Fund”
means
      any person (other than a natural person) that is engaged in making, purchasing,
      holding or investing in bank loans and similar extensions of credit in the
      ordinary course and that is administered or managed by (a) a Lender, (b) an
      Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
      administers or manages a Lender. Notwithstanding the foregoing, no Lender shall
      be permitted to assign or transfer any portion of its rights and obligations
      under this Agreement to an Ineligible Institution.

     

    (b) Subject
      to acceptance and recording thereof pursuant to paragraph (b)(v) below,
      from and after the effective date specified in each Assignment and Acceptance
      the Assignee thereunder shall be a party hereto and, to the extent of the
      interest assigned by such Assignment and Acceptance, have the rights and
      obligations of a Lender under this Agreement, and the assigning Lender
      thereunder shall, to the extent of the interest assigned by such Assignment
      and
      Acceptance, be released from its obligations under this Agreement (and, in
      the
      case of an Assignment and Acceptance covering all of the assigning Lender’s
      rights and obligations under this Agreement, such Lender shall cease to be
      a
      party hereto but shall continue to be entitled to the benefits of Sections
      2.15,
      2.16, 2.17 and 9.05). Any assignment or transfer by a Lender of rights or
      obligations under this Agreement that does not comply with this
      Section 9.04 shall be treated for purposes of this Agreement as a sale by
      such Lender of a participation in such rights and obligations in accordance
      with
      paragraph (c) of this Section 9.04.

     

    (c) The
      Administrative Agent, acting for this purpose as an agent of the Borrowers,
      shall maintain at one of its offices a copy of each Assignment and Acceptance
      delivered to it and a register for the recordation of the names and addresses
      of
      the Lenders, and the Commitments of, and principal amount of the Loans and
      Revolving L/C - BA Exposure owing to, each Lender pursuant to the terms hereof
      from time to time (the “Register”).
      The
      entries in the Register shall be conclusive, and the Borrowers, the
      Administrative Agent, the Issuing Bank and the Lenders may treat each person
      whose name is recorded in the Register pursuant to the terms hereof as a Lender
      hereunder for all purposes of this Agreement, notwithstanding notice to the
      contrary. The Register shall be available for inspection by the Borrowers,
      the
      Issuing Bank and any Lender, at any reasonable time and from time to time upon
      reasonable prior notice.

     

    (d) Upon
      its
      receipt of a duly completed Assignment and Acceptance executed by an assigning
      Lender and an Assignee, the Assignee’s completed Administrative Questionnaire
      (unless the Assignee shall already be a Lender hereunder), all applicable tax
      forms, the processing and recordation fee referred to in paragraph (b) of
      this Section and any written consent to such assignment required by
      paragraph (b) of this Section, the Administrative Agent shall promptly
      accept such Assignment and Acceptance and record the information contained
      therein in the Register. No assignment, whether or not evidenced by a promissory
      note, shall be effective for purposes of this Agreement unless it has been
      recorded in the Register as provided in this paragraph (b)(v).

     

    


    
      
        
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    (c) (e)  Any
      Lender may, without the consent of the Company or the Administrative Agent,
      sell
      participations to one or more banks or other entities (a “Participant”)
      in all
      or a portion of such Lender’s rights and obligations under this Agreement
      (including all or a portion of its Commitments and the Loans owing to
      it);
      provided,
      that
      (A) such Lender’s obligations under this Agreement shall remain unchanged, (B)
      such Lender shall remain solely responsible to the other parties hereto for
      the
      performance of such obligations and (C) the Borrowers, the Administrative Agent,
      the Issuing Bank and the other Lenders shall continue to deal solely and
      directly with such Lender in connection with such Lender’s rights and
      obligations under this Agreement. Any agreement pursuant to which a Lender
      sells
      such a participation shall provide that such Lender shall retain the sole right
      to enforce this Agreement and the other Loan Documents and to approve any
      amendment, modification or waiver of any provision of this Agreement and the
      other Loan Documents;
      provided,
      that
      (x) such agreement may provide that such Lender will not, without the consent
      of
      the Participant, agree to any amendment, modification or waiver that (1)
      requires the consent of each Lender directly affected thereby pursuant to
      Section 9.04(a)(i) or clauses (i), (ii), (iii), (iv), (v) or (vi) of
      the first proviso to Section 9.08(b) and (2) directly affects such
      Participant and (y) no other agreement with respect to amendment, modification
      or waiver may exist between such Lender and such Participant. Subject to
      paragraph (c)(ii) of this Section 9.04, the Borrowers agree that each
      Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17
      to
      the same extent as if it were a Lender and had acquired its interest by
      assignment pursuant to paragraph (b) of this Section 9.04. To the
      extent permitted by law, each Participant also shall be entitled to the benefits
      of Section 9.06 as though it were a Lender, provided
      such
      Participant shall be subject to Section 2.18(c) as though it were a
      Lender.

     

    (f) A
      Participant shall not be entitled to receive any greater payment under
      Section 2.15, 2.16 or 2.17 than the applicable Lender would have been
      entitled to receive with respect to the participation sold to such Participant,
      unless the sale of the participation to such Participant is made with the
      Company’s prior written consent. A Participant shall not be entitled to the
      benefits of Section 2.17 to the extent such Participant fails to comply
      with Section 2.17(e) and (f) as though it were a Lender.

     

    (d) Any
      Lender may at any time pledge or assign a security interest in all or any
      portion of its rights under this Agreement to secure obligations of such Lender,
      including any pledge or assignment to secure obligations to a Federal Reserve
      Bank, and this Section 9.04 shall not apply to any such pledge or
      assignment of a security interest;
      provided,
      that no
      such pledge or assignment of a security interest shall release a Lender from
      any
      of its obligations hereunder or substitute any such pledgee or Assignee for
      such
      Lender as a party hereto.

     

    (e) The
      Borrowers, upon receipt of written notice from the relevant Lender, agree to
      issue Notes to any Lender requiring Notes to facilitate transactions of the
      type
      described in paragraph (d) above.

     

    (f) Notwithstanding
      the foregoing, any Conduit Lender may assign any or all of the Loans it may
      have
      funded hereunder to its designating Lender without the consent of the Company
      or
      the Administrative Agent. Each of Holdings, the Borrowers, each Lender and
      the
      Administrative Agent hereby confirms that it will not institute against a
      Conduit Lender or join any other person in instituting against a Conduit Lender
      any bankruptcy, reorganization,

     

    


    
      
        
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    arrangement,
      insolvency or liquidation proceeding under any state bankruptcy or similar
      law,
      for one year and one day after the payment in full of the latest maturing
      commercial paper note issued by such Conduit Lender;
      provided,
      however,
      that
      each Lender designating any Conduit Lender hereby agrees to indemnify, save
      and
      hold harmless each other party hereto and each Loan Party for any loss, cost,
      damage or expense arising out of its inability to institute such a proceeding
      against such Conduit Lender during such period of forbearance.

     

    (g) If
      the
      Borrower wishes to replace the Loans or Commitments under the Revolving Facility
      with ones having different terms, it shall have the option, with the consent
      of
      the Administrative Agent and subject to at least three Business Days’ advance
      notice to the Lenders under such Facility, instead of prepaying the Loans or
      reducing or terminating the Commitments to be replaced, to (i) require the
      Lenders under such Facility to assign such Loans or Commitments to the
      Administrative Agent or its designees and (ii) amend the terms thereof in
      accordance with Section 9.08 (with such replacement, if applicable, being
      deemed to have been made pursuant to Section 9.08(d)). Pursuant to any such
      assignment, all Loans and Commitments to be replaced shall be purchased at
      par
      (allocated among the Lenders under such Facility in the same manner as would
      be
      required if such Loans were being optionally prepaid or such Commitments were
      being optionally reduced or terminated by the Borrowers), accompanied by payment
      of any accrued interest and fees thereon and any other amounts owing pursuant
      to
      Section 9.05(b). By receiving such purchase price, the Lenders under such
      Facility shall automatically be deemed to have assigned the Loans or Commitments
      under such Facility pursuant to the terms of the form of Assignment and
      Acceptance attached hereto as Exhibit A,
      and
      accordingly no other action by such Lenders shall be required in connection
      therewith. The provisions of this paragraph (g) are intended to facilitate
      the maintenance of the perfection and priority of existing security interests
      in
      the Collateral during any such replacement.

     

    (h) Notwithstanding
      the foregoing, no assignment may be made to an Ineligible Institution without
      the prior written consent of the Borrower.

     

    SECTION
      9.05. Expenses;
      Indemnity.
      iii)  The
      Borrowers agree to pay (i) all reasonable out-of-pocket expenses (including
      Other Taxes) incurred by the Administrative Agent in connection with the
      preparation of this Agreement and the other Loan Documents, or by the
      Administrative Agent in connection with the syndication of the Commitments
      or
      the administration of this Agreement (including expenses incurred in connection
      with due diligence to the extent incurred with the reasonable prior approval
      of
      the Company and the reasonable fees, disbursements and charges for no more
      than
      one counsel in each jurisdiction where Collateral is located) or in connection
      with the administration of this Agreement and any amendments, modifications
      or
      waivers of the provisions hereof or thereof (whether or not the Transactions
      hereby contemplated shall be consummated), including the reasonable fees,
      charges and disbursements of Shearman & Sterling LLP, counsel to the
      Administrative Agent, the Collateral Agent and the Joint Lead Arrangers, and,
      if
      necessary, the reasonable fees, charges and disbursements of one local counsel
      per jurisdiction; (ii) all reasonable out-of-pocket expenses incurred by the
      Administrative Agent, the Collateral Agent or the Joint Lead Arrangers for
      (A)
      the costs of appraisals, inspections and verifications of the Collateral,
      including travel, lodging, and meals for inspections of the Collateral and
      the
      Loan Parties’ operations by the Administrative Agent or the Collateral Agent,
      plus the Administrative Agent’s then customary charge for field examinations and
      audits and the preparation of reports thereof (such charge is

     

    


    
      
        
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    currently
      $850 per day (or portion thereof) for each agent or employee of the
      Administrative Agent with respect to each field examination or audit), (B)
      the
      costs and expenses of forwarding loan proceeds, collecting checks, and other
      items of payment, and establishing and maintaining Payment Accounts and lock
      boxes, and (C) the costs and expenses of lien searches, taxes, fees and other
      charges for filing financing statements, and other actions to maintain, preserve
      and protect the Collateral and the Collateral Agent’s Lien thereon; provided,
      that so
      long as no Default or Event of Default shall have occurred and be continuing,
      such costs, expenses and charges described in clauses (A)-(C) shall not exceed
      (x) $100,000 per year in any year that the Collateral Agent conducts no more
      than one Collateral Audit and one appraisal of the Collateral and (y) $150,000
      per year in any year that the Collateral Agent conducts more than one Collateral
      Audit and appraisal of the Collateral; (iii) sums paid or incurred to pay any
      amount or take any action required of any Borrower or other Loan Party under
      the
      Loan Documents that such Borrower or Loan Party fails to take; and (iv) all
      out-of-pocket expenses (including Other Taxes) incurred by the Administrative
      Agent or any Lender in connection with the enforcement or protection of their
      rights in connection with this Agreement and the other Loan Documents, in
      connection with the Loans made or the Letters of Credit issued hereunder,
      including the fees, charges and disbursements of counsel for the Administrative
      Agent (including any special and local counsel).

     

    (b) The
      Borrowers agree to indemnify the Administrative Agent, the Collateral Agent,
      the
      Joint Lead Arrangers, each Issuing Bank, each Lender, each of their respective
      Affiliates and each of their respective directors, trustees, officers,
      employees, agents, trustees and advisors (each such person being called an
      “Indemnitee”)
      against, and to hold each Indemnitee harmless from, any and all losses, claims,
      damages, liabilities and related expenses, including reasonable counsel fees,
      charges and disbursements (except the allocated costs of in-house counsel),
      incurred by or asserted against any Indemnitee arising out of, in any way
      connected with, or as a result of (i) the execution or delivery of this
      Agreement or any other Loan Document (including, without limitation, the
      Intercreditor Agreement and the Senior Lender Intercreditor Agreement) or any
      agreement or instrument contemplated hereby or thereby, the performance by
      the
      parties hereto and thereto of their respective obligations thereunder or the
      consummation of the Transactions and the other transactions contemplated hereby,
      (ii) the use of the proceeds of the Loans or the use of any Letter of Credit
      or
      Bankers’ Acceptance or (iii) any claim, litigation, investigation or proceeding
      relating to any of the foregoing, whether or not any Indemnitee is a party
      thereto and regardless of whether such matter is initiated by a third party
      or
      by Holdings, the Borrowers or any of their subsidiaries or
      Affiliates;
      provided,
      that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such losses, claims, damages, liabilities or related expenses are determined
      by
      a final, non-appealable judgment of a court of competent jurisdiction to have
      resulted from the gross negligence or willful misconduct of such Indemnitee
      (for
      purposes of this proviso only, each of the Administrative Agent, the Joint
      Lead
      Arrangers, any Issuing Bank or any Lender shall be treated as several and
      separate Indemnitees, but each of them together with its respective Related
      Parties, shall be treated as a single Indemnitee). Subject to and without
      limiting the generality of the foregoing sentence, the Borrowers agree to
      indemnify each Indemnitee against, and hold each Indemnitee harmless from,
      any
      and all losses, claims, damages, liabilities and related expenses, including
      reasonable counsel or consultant fees, charges and disbursements (limited to
      not
      more than one counsel, plus, if necessary, one local counsel per jurisdiction)
      (except the allocated costs of in-house counsel), incurred by or asserted
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    of,
      in
      any way connected with, or as a result of (A) any claim related in any way
      to
      Environmental Laws and Holdings, any Borrower or any of their Subsidiaries,
      or
      (B) any actual or alleged presence, Release or threatened Release of Hazardous
      Materials at, under, on or from any Property;
      provided,
      that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such losses, claims, damages, liabilities or related expenses are determined
      by
      a court of competent jurisdiction by final and nonappealable judgment to have
      resulted from the gross negligence or willful misconduct of such Indemnitee
      or
      any of its Related Parties. None of the Indemnitees (or any of their respective
      affiliates) shall be responsible or liable to the Fund, Holdings, the Borrowers
      or any of their respective subsidiaries, Affiliates or stockholders or any
      other
      person or entity for any special, indirect, consequential or punitive damages,
      which may be alleged as a result of the Facility or the Transactions. The
      provisions of this Section 9.05 shall remain operative and in full force
      and effect regardless of the expiration of the term of this Agreement, the
      consummation of the transactions contemplated hereby, the repayment of any
      of
      the Obligations, the invalidity or unenforceability of any term or provision
      of
      this Agreement or any other Loan Document, or any investigation made by or
      on
      behalf of the Administrative Agent, any Issuing Bank or any Lender. All amounts
      due under this Section 9.05 shall be payable on written demand therefor
      accompanied by reasonable documentation with respect to any reimbursement,
      indemnification or other amount requested.

     

    (c) Except
      as
      expressly provided in Section 9.05(a) with respect to Other Taxes, which
      shall not be duplicative with any amounts paid pursuant to Section 2.17,
      this Section 9.05 shall not apply to Taxes.

     

    (d) To
      the
      fullest extent permitted by applicable law, Holdings and the Borrowers shall
      not
      assert, and hereby waive, any claim against any Indemnitee, on any theory of
      liability, for special, indirect, consequential or punitive damages (as opposed
      to direct or actual damages) arising out of, in connection with, or as a result
      of, this Agreement, any other Loan Document or any agreement or instrument
      contemplated hereby, the transactions contemplated hereby or thereby, any Loan
      or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall
      be
      liable for any damages arising from the use by unintended recipients of any
      information or other materials distributed by it through telecommunications,
      electronic or other information transmission systems in connection with this
      Agreement or the other Loan Documents or the transactions contemplated hereby
      or
      thereby.

     

    (e) The
      agreements in this Section 9.05 shall survive the resignation of the
      Administrative Agent, any Issuing Bank, the replacement of any Lender, the
      termination of the Commitments and the repayment, satisfaction or discharge
      of
      all the other Obligations and the termination of this Agreement.

     

    SECTION
      9.06. Right
      of Set-off.
      If an
      Event of Default shall have occurred and be continuing, each Lender and each
      Issuing Bank is hereby authorized at any time and from time to time, to the
      fullest extent permitted by law, to set off and apply any and all deposits
      (general or special, time or demand, provisional or final) at any time held
      and
      other indebtedness at any time owing by such Lender or such Issuing Bank to
      or
      for the credit or the account of Holdings, the Borrowers or any Subsidiary
      against any of and all the obligations of Holdings or the Borrowers now or
      hereafter existing under this Agreement or any other Loan Document held by
      such
      Lender or such Issuing Bank, irrespective of whether or not such Lender or
      such
      Issuing

     

    


    
      
        
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    Bank
      shall have made any demand under this Agreement or such other Loan Document
      and
      although the obligations may be unmatured. The rights of each Lender and each
      Issuing Bank under this Section 9.06 are in addition to other rights and
      remedies (including other rights of set-off) that such Lender or such Issuing
      Bank may have.

     

    SECTION
      9.07. Applicable
      Law.
      THIS
      AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS
      EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE
      WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     

    SECTION
      9.08. Waivers;
      Amendment.
      iv)  No
      failure or delay of the Administrative Agent, any Issuing Bank or any Lender
      in
      exercising any right or power hereunder or under any Loan Document shall operate
      as a waiver thereof, nor shall any single or partial exercise of any such right
      or power, or any abandonment or discontinuance of steps to enforce such a right
      or power, preclude any other or further exercise thereof or the exercise of
      any
      other right or power. The rights and remedies of the Administrative Agent,
      each
      Issuing Bank and the Lenders hereunder and under the other Loan Documents are
      cumulative and are not exclusive of any rights or remedies that they would
      otherwise have. No waiver of any provision of this Agreement or any other Loan
      Document or consent to any departure by Holdings, any Borrower or any other
      Loan
      Party therefrom shall in any event be effective unless the same shall be
      permitted by paragraph (b) below, and then such waiver or consent shall be
      effective only in the specific instance and for the purpose for which given.
      No
      notice or demand on Holdings, any Borrower or any other Loan Party in any case
      shall entitle such person to any other or further notice or demand in similar
      or
      other circumstances.

     

    (b) Neither
      this Agreement nor any other Loan Document nor any provision hereof or thereof
      may be waived, amended or modified except (x) as provided in Section 2.21,
      (y)
      in the case of this Agreement, pursuant to an agreement or agreements in writing
      entered into by Holdings, the Borrowers and the Required Lenders, and (z) in
      the
      case of any other Loan Document, pursuant to an agreement or agreements in
      writing entered into by each party thereto and the Administrative Agent (or,
      in
      the case of any Security Documents, the Collateral Agent if so provided therein)
      and consented to by the Required Lenders; provided,
      however,
      that no
      such agreement shall

     

    (i) decrease
      or forgive the principal amount of, or extend the final maturity of, or decrease
      the rate of interest on, any Loan or any L/C - BA Disbursement, or extend the
      stated expiration of any Letter of Credit or Bankers’ Acceptance beyond the
      Revolving Facility Maturity Date, without the prior written consent of each
      Lender directly affected thereby, except as provided in Section
      2.05(c),

     

    (ii) increase
      or extend the Commitment of any Lender or decrease the Commitment Fees or L/C-BA
      Participation Fees or other fees of any Lender without the prior written consent
      of such Lender (it being understood that waivers or modifications of conditions
      precedent, covenants, Defaults or Events of Default or of a mandatory reduction
      in the aggregate Commitments shall not constitute an increase of the Commitments
      of any Lender),

     

    


    
      
        
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    (iii) extend
      any date on which payment of interest on any Loan or any L/C - BA Disbursement
      or any Fees is due, without the prior written consent of each Lender adversely
      affected thereby,

     

    (iv) amend
      the
      provisions of Section 5.02 of the Collateral Agreement in a manner that would
      by
      its terms alter the pro
      rata
      sharing
      of payments required thereby, without the prior written consent of each Lender
      adversely affected thereby,

     

    (v) amend
      or
      modify the provisions of this Section 9.08 or the definition of the term
“Required Lenders” or any other provision hereof specifying the number or
      percentage of Lenders required to waive, amend or modify any rights hereunder
      or
      make any determination or grant any consent hereunder, without the prior written
      consent of each Lender adversely affected thereby (it being understood that,
      with the consent of the Required Lenders, additional extensions of credit
      pursuant to this Agreement may be included in the determination of the Required
      Lenders on substantially the same basis as the Loans and Commitments are
      included on the Closing Date),

     

    (vi) release
      all or substantially all the Collateral or release any of Holdings, the Company
      or all or substantially all of the Subsidiary Loan Parties from their respective
      Guarantees under the Collateral Agreement, unless, in the case of a Subsidiary
      Loan Party, all or substantially all the Equity Interests of such Subsidiary
      Loan Party is sold or otherwise disposed of in a transaction permitted by this
      Agreement, without the prior written consent of each Lender, 

     

    (vii) increase
      any of the percentages set forth in the definition of the Borrowing Base without
      the consent of all of the Lenders; or

     

    (viii)
       increase
      the Incremental Revolving Facility Commitment above $150 million or add any
      other Indebtedness under the Facility without the prior written consent of
      each
      Lender;

     

    provided,
      further,
      that no
      such agreement shall amend, modify or otherwise affect the rights or duties
      of
      the Administrative Agent or an Issuing Bank hereunder without the prior written
      consent of the Administrative Agent or such Issuing Bank acting as such at
      the
      effective date of such agreement, as applicable. Each Lender shall be bound
      by
      any waiver, amendment or modification authorized by this Section 9.08 and
      any consent by any Lender pursuant to this Section 9.08 shall bind any
      assignee of such Lender.

     

    (c) Without
      the consent of the Syndication Agent, the Documentation Agent or any Joint
      Lead
      Arranger or any Lender or Issuing Bank, the Loan Parties and the Administrative
      Agent may (in their respective sole discretion, or shall, to the extent required
      by any Loan Document) enter into any amendment, modification or waiver of any
      Loan Document, or enter into any new agreement or instrument, to effect the
      granting, perfection, protection, expansion or enhancement of any security
      interest in any Collateral or additional property to become Collateral for
      the
      benefit of the Secured Parties, or as required by local law to give effect
      to,
      or protect any security interest for the benefit of the Secured Parties, in
      any
      property or so that the security interests therein comply with applicable
      law.

     

    


    
      
        
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    (d) Notwithstanding
      the foregoing, this Agreement may be amended (or amended and restated) with
      the
      written consent of the Required Lenders, the Administrative Agent, Holdings
      and
      the Borrowers (i) to add one or more additional credit facilities to this
      Agreement and to permit the extensions of credit from time to time outstanding
      thereunder and the accrued interest and fees in respect thereof to share ratably
      in the benefits of this Agreement and the other Loan Documents with the
      Revolving Loans and the accrued interest and fees in respect thereof and (ii)
      to
      include appropriately the Lenders holding such credit facilities in any
      determination of the Required Lenders.

     

    (e) Notwithstanding
      the foregoing, technical and conforming modifications to the Loan Documents
      may
      be made with the consent of the Borrowers and the Administrative Agent to the
      extent necessary to integrate any Incremental Revolving Facility Commitments
      on
      substantially the same basis as the Revolving Loans.

     

    SECTION
      9.09. Interest
      Rate Limitation.
      Notwithstanding anything herein to the contrary, if at any time the applicable
      interest rate, together with all fees and charges that are treated as interest
      under applicable law (collectively, the “Charges”),
      as
      provided for herein or in any other document executed in connection herewith,
      or
      otherwise contracted for, charged, received, taken or reserved by any Lender
      or
      any Issuing Bank, shall exceed the maximum lawful rate (the “Maximum
      Rate”)
      that
      may be contracted for, charged, taken, received or reserved by such Lender
      in
      accordance with applicable law, the rate of interest payable hereunder, together
      with all Charges payable to such Lender or such Issuing Bank, shall be limited
      to the Maximum Rate;
      provided,
      that
      such excess amount shall be paid to such Lender or such Issuing Bank on
      subsequent payment dates to the extent not exceeding the legal
      limitation.

     

    SECTION
      9.10. Entire
      Agreement.
      This
      Agreement, the other Loan Documents and the agreements regarding certain Fees
      referred to herein constitute the entire contract between the parties relative
      to the subject matter hereof. Any previous agreement among or representations
      from the parties or their Affiliates with respect to the subject matter hereof
      is superseded by this Agreement and the other Loan Documents. Notwithstanding
      the foregoing, the Fee Letter shall survive the execution and delivery of this
      Agreement and remain in full force and effect. Nothing in this Agreement or
      in
      the other Loan Documents, expressed or implied, is intended to confer upon
      any
      party other than the parties hereto and thereto any rights, remedies,
      obligations or liabilities under or by reason of this Agreement or the other
      Loan Documents.

     

    SECTION
      9.11. WAIVER
      OF JURY TRIAL.
      EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
      OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR
      ANY
      OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO
      REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
      OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
      SEEK
      TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
      PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER
      LOAN
      DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
      CERTIFICATIONS IN THIS SECTION 9.11.

     

    


    
      
        
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    SECTION
      9.12. Severability.
      In the
      event any one or more of the provisions contained in this Agreement or in any
      other Loan Document should be held invalid, illegal or unenforceable in any
      respect, the validity, legality and enforceability of the remaining provisions
      contained herein and therein shall not in any way be affected or impaired
      thereby. The parties shall endeavor in good-faith negotiations to replace the
      invalid, illegal or unenforceable provisions with valid provisions the economic
      effect of which comes as close as possible to that of the invalid, illegal
      or
      unenforceable provisions.

     

    SECTION
      9.13. Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      constitute an original but all of which, when taken together, shall constitute
      but one contract, and shall become effective as provided in Section 9.03.
      Delivery of an executed counterpart to this Agreement by facsimile transmission
      (or other electronic transmission pursuant to procedures approved by the
      Administrative Agent) shall be as effective as delivery of a manually signed
      original.

     

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

     

    SECTION
      9.15. Jurisdiction;
      Consent to Service of Process.
      v)  Each
      of the parties hereto hereby irrevocably and unconditionally submits, for itself
      and its property, to the nonexclusive jurisdiction of any New York State court
      or federal court of the United States of America sitting in New York City,
      and
      any appellate court from any thereof (collectively, “New
      York Courts”),
      in
      any action or proceeding arising out of or relating to this Agreement or the
      other Loan Documents, or for recognition or enforcement of any judgment, and
      each of the parties hereto hereby irrevocably and unconditionally agrees that
      all claims in respect of any such action or proceeding may be heard and
      determined in such New York State or, to the extent permitted by law, in such
      federal court. Each of the parties hereto agrees that a final judgment in any
      such action or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided by law.
      Nothing
      in this Agreement shall affect any right that any party may otherwise have
      to
      bring any action or proceeding relating to this Agreement or any of the other
      Loan Documents in the courts of any jurisdiction, except that each of the Loan
      Parties agrees that (a) it will not bring any such action or proceeding in
      any
      court other than New York Courts (it being acknowledged and agreed by the
      parties hereto that any other forum would be inconvenient and inappropriate
      in
      view of the fact that more of the Lenders who would be affected by any such
      action or proceeding have contacts with the State of New York than any other
      jurisdiction), and (b) in any such action or proceeding brought against any
      Loan
      Party in any other court, it will not assert any cross-claim, counterclaim
      or
      setoff, or seek any other affirmative relief, except to the extent that the
      failure to assert the same will preclude such Loan Party from asserting or
      seeking the same in the New York Courts.

     

    (b) Each
      of
      the parties hereto hereby irrevocably and unconditionally waives, to the fullest
      extent it may legally and effectively do so, any objection which it may now
      or
      hereafter have to the laying of venue of any suit, action or proceeding arising
      out of or relating to this Agreement or the other Loan Documents in any New
      York
      State or federal court. Each of

     

    


    
      
        
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    the
      parties hereto hereby irrevocably waives, to the fullest extent permitted by
      law, the defense of an inconvenient forum to the maintenance of such action
      or
      proceeding in any such court.

     

    SECTION
      9.16. Confidentiality.
      Each of
      the Lenders, each Issuing Bank and each of the Agents agrees that it shall
      maintain in confidence any information relating to Holdings, the Borrowers
      and
      any Subsidiary furnished to it by or on behalf of Holdings, the Borrowers or
      any
      Subsidiary (other than information that (a) has become generally available
      to
      the public other than as a result of a disclosure by such party, (b) has been
      independently developed by such Lender, such Issuing Bank or such Agent without
      violating this Section 9.16 or (c) was available to such Lender, such
      Issuing Bank or such Agent from a third party having, to such person’s
      knowledge, no obligations of confidentiality to Holdings, the Borrowers or
      any
      other Loan Party) and shall not reveal the same other than to its directors,
      trustees, officers, employees and advisors with a need to know or to any person
      that approves or administers the Loans on behalf of such Lender (so long as
      each
      such person shall have been instructed to keep the same confidential in
      accordance with this Section 9.16), except: (A) to the extent necessary to
      comply with law or any legal process or the requirements of any Governmental
      Authority, the National Association of Insurance Commissioners or of any
      securities exchange on which securities of the disclosing party or any Affiliate
      of the disclosing party are listed or traded, (B) as part of normal reporting
      or
      review procedures to, or examinations by, Governmental Authorities or
      self-regulatory authorities, including the National Association of Insurance
      Commissioners or the National Association of Securities Dealers, Inc., (C)
      to
      its parent companies, Affiliates or auditors (so long as each such person shall
      have been instructed to keep the same confidential in accordance with this
      Section 9.16), (D) in order to enforce its rights under any Loan Document
      in a legal proceeding, (E) to any pledge under Section 9.04(d) or any other
      prospective assignee of, or prospective Participant in, any of its rights under
      this Agreement (so long as such person shall have been instructed to keep the
      same confidential in accordance with this Section 9.16) and (F) to any
      direct or indirect contractual counterparty in Swap Agreements or such
      contractual counterparty’s professional advisor (so long as such contractual
      counterparty or professional advisor to such contractual counterparty agrees
      to
      be bound by the provisions of this Section 9.16).

     

    SECTION
      9.17. Platform;
      Borrower Materials.
      The
      Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Joint
      Lead Arrangers will make available to the Lenders and the Issuing Bank materials
      and/or information provided by or on behalf of the Borrowers hereunder
      (collectively, “Borrower
      Materials”)
      by
      posting the Borrower Materials on IntraLinks or another similar electronic
      system (the “Platform”),
      and
      (b) 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
      Borrowers or their securities) (each, a “Public
      Lender”).
      Each
      Borrower hereby agrees that it will use commercially reasonable efforts to
      identify that portion of the Borrower Materials that may be distributed to
      the
      Public Lenders and that (i) all such Borrower Materials shall be clearly and
      conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word
“PUBLIC” shall appear prominently on the first page thereof, (ii) by marking
      Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized
      the Administrative Agent, the Joint Lead Arrangers, the Issuing Bank and the
      Lenders to treat such Borrower Materials as either publicly available
      information or not material information (although it may be sensitive and
      proprietary) with respect to the Borrowers or their

     

    


    
      
        
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    securities
      for purposes of United States Federal and state securities laws, (iii) all
      Borrower Materials marked “PUBLIC” are permitted to be made available through a
      portion of the Platform designated “Public Investor;” and (iv) the
      Administrative Agent and the Joint Lead Arrangers shall be entitled to treat
      any
      Borrower Materials that are not marked “PUBLIC” as being suitable only for
      posting on a portion of the Platform not designated “Public
      Investor.”

     

    SECTION
      9.18. Release
      of Liens and Guarantees.
      In the
      event that any Loan Party conveys, sells, leases, assigns, transfers or
      otherwise disposes of all or any portion of any of the Equity Interests or
      assets of any Subsidiary Loan Party to a person that is not (and is not required
      to become) a Loan Party in a transaction not prohibited by Section 6.05,
      the Collateral Agent shall promptly (and the Lenders hereby authorize the
      Collateral Agent to) take such action and execute any such documents as may
      be
      reasonably requested by Holdings or the Borrowers and at the Borrowers’ expense
      to release any Liens created by any Loan Document in respect of such Equity
      Interests or assets, and, in the case of a disposition of the Equity Interests
      of any Subsidiary Loan Party in a transaction permitted by Section 6.05 and
      as a result of which such Subsidiary Loan Party would cease to be a Subsidiary,
      terminate such Subsidiary Loan Party’s obligations under its Guarantee. In
      addition, the Collateral Agent agrees to take such actions as are reasonably
      requested by Holdings or the Borrowers and at the Borrowers’ expense to
      terminate the Liens and security interests created by the Loan Documents when
      all the Obligations (other than contingent indemnification Obligations with
      respect to which no claim has been made) are paid in full and all Letters of
      Credit and Commitments are terminated. Any representation, warranty or covenant
      contained in any Loan Document relating to any such Equity Interests, asset
      or
      subsidiary of Holdings shall no longer be deemed to be made once such Equity
      Interests or asset is so conveyed, sold, leased, assigned, transferred or
      disposed of. 

     

    SECTION
      9.19. Judgment
      Currency.
      If, for
      the purposes of obtaining judgment in any court, it is necessary to convert
      a
      sum due hereunder or any other Loan Document in one currency into another
      currency, the rate of exchange used shall be that at which in accordance with
      normal banking procedures the Administrative Agent could purchase the first
      currency with such other currency on the Business Day preceding that on which
      final judgment is given. The obligation of the Borrowers in respect of any
      such
      sum due from it to the Administrative Agent or the Lenders hereunder or under
      the other Loan Documents shall, notwithstanding any judgment in a currency
      (the
“Judgment
      Currency”)
      other
      than that in which such sum is denominated in accordance with the applicable
      provisions of this Agreement (the “Agreement
      Currency”),
      be
      discharged only to the extent that on the Business Day following receipt by
      the
      Administrative Agent of any sum adjudged to be so due in the Judgment Currency,
      the Administrative Agent may in accordance with normal banking procedures
      purchase the Agreement Currency with the Judgment Currency. If the amount of
      the
      Agreement Currency so purchased is less than the sum originally due to the
      Administrative Agent from any Borrower in the Agreement Currency, such Borrower
      agrees, as a separate obligation and notwithstanding any such judgment, to
      indemnify the Administrative Agent or the Person to whom such obligation was
      owing against such loss. If the amount of the Agreement Currency so purchased
      is
      greater than the sum originally due to the Administrative Agent in such
      currency, the Administrative Agent agrees to return the amount of any excess
      to
      such Borrower (or to any other Person who may be entitled thereto under
      applicable law).

     

    


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


     

    SECTION
      9.21. Joint
      and Several Liability.
      All
      Revolving Loans, upon funding, shall be deemed to be jointly funded to and
      received by the Borrowers. Each Borrower jointly and severally agrees to pay,
      and shall be jointly and severally liable under this Agreement for, all
      Obligations, regardless of the manner or amount in which proceeds of Revolving
      Loans are used, allocated, shared, or disbursed by or among the Borrowers
      themselves, or the manner in which an Agent and/or any Lender accounts for
      such
      Revolving Loans or other extensions of credit on its books and records. Each
      Borrower shall be liable for all amounts due to an Agent and/or any Lender
      under
      this Agreement, regardless of which Borrower actually receives Revolving Loans
      or other extensions of credit hereunder or the amount of such Revolving Loans
      and extensions of credit received or the manner in which such Agent and/or
      such
      Lender accounts for such Revolving Loans or other extensions of credit on its
      books and records. Each Borrower’s Obligations with respect to Revolving Loans
      and other extensions of credit made to it, and such Borrower’s Obligations
      arising as a result of the joint and several liability of such Borrower
      hereunder, with respect to Loans made to the other Borrowers hereunder, shall
      be
      separate and distinct obligations, but all such Obligations shall be primary
      obligations of such Borrower. The Borrowers acknowledge and expressly agree
      with
      the Agents and each Lender that the joint and several liability of each Borrower
      is required solely as a condition to, and is given solely as inducement for
      and
      in consideration of, credit or accommodations extended or to be extended under
      the Loan Documents to any or all of the other Borrowers and is not required
      or
      given as a condition of extensions of credit to such Borrower. Each Borrower’s
      obligations under this Agreement and as an obligor under a Guaranty Agreement
      shall be separate and distinct obligations. Each Borrower’s obligations under
      this Agreement shall, to the fullest extent permitted by law, be unconditional
      irrespective of (i) the validity or enforceability, avoidance, or subordination
      of the Obligations of any other Borrower or of any promissory note or other
      document evidencing all or any part of the Obligations of any other Borrower,
      (ii) the absence of any attempt to collect the Obligations from any other
      Borrower, any Guarantor, or any other security therefor, or the absence of
      any
      other action to enforce the same, (iii) the waiver, consent, extension,
      forbearance, or granting of any indulgence by an Agent and/or any Lender with
      respect to any provision of any instrument evidencing the Obligations of any
      other Borrower or Guarantor, or any part thereof, or any other agreement now
      or
      hereafter executed by any other Borrower or Guarantor and delivered to an Agent
      and/or any Lender, (iv) the failure by an Agent and/or any Lender to take any
      steps to perfect and maintain its security interest in, or to preserve its
      rights to, any security or collateral for the Obligations of any other Borrower
      or Guarantor, (v) an Agent’s and/or any Lender’s election, in any
      proceeding instituted under the Bankruptcy Code, of the application of Section
      1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security
      interest by any other Borrower, as debtor-in-possession under Section 364 of
      the
      Bankruptcy Code, (vii) the disallowance of all or any portion of an Agent’s
      and/or any Lender’s claim(s) for the repayment of the Obligations of any other
      Borrower under Section 502 of the Bankruptcy Code, or (viii) any other
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    equitable
      discharge or defense of a guarantor or of any other Borrower. With respect
      to
      any Borrower’s Obligations arising as a result of the joint and several
      liability of the Borrowers hereunder with respect to Revolving Loans or other
      extensions of credit made to any of the other Borrowers hereunder, such Borrower
      waives, until the Obligations shall have been paid in full and this Agreement
      shall have been terminated, any right to enforce any right of subrogation or
      any
      remedy which an Agent and/or any Lender now has or may hereafter have against
      any other Borrower, any endorser or any guarantor of all or any part of the
      Obligations, and any benefit of, and any right to participate in, any security
      or collateral given to an Agent and/or any Lender to secure payment of the
      Obligations or any other liability of any Borrower to an Agent and/or any
      Lender. Upon any Event of Default, the Agents may proceed directly and at once,
      without notice, against any Borrower to collect and recover the full amount,
      or
      any portion of the Obligations, without first proceeding against any other
      Borrower or any other Person, or against any security or collateral for the
      Obligations. Each Borrower consents and agrees that the Agents shall be under
      no
      obligation to marshal any assets in favor of any Borrower or against or in
      payment of any or all of the Obligations. Notwithstanding anything to the
      contrary provided herein, until the consummation of the merger of Covalence
      with
      and into Berry, with Berry surviving, the amount of Obligations deemed funded
      to
      Berry and each of the Borrowers that are subsidiaries of Berry, and the amount
      of Obligations for which such Borrowers agree to pay and for which they shall
      be
      liable shall be limited to the amount of such Obligations that such entities
      may
      incur pursuant to the proviso of Section 4.03(a) of each of the Berry Senior
      Subordinated Notes Indenture and the Second Lien Notes Indenture.

     

    SECTION
      9.22. Contribution
      and Indemnification among the Borrowers.
      Each
      Borrower is obligated to repay the Obligations as joint and several obligor
      under this Agreement. To the extent that any Borrower shall, under this
      Agreement as a joint and several obligor, repay any of the Obligations
      constituting Revolving Loans made to another Borrower hereunder or other
      Obligations incurred directly and primarily by any other Borrower (an
“Accommodation
      Payment”),
      then
      the Borrower making such Accommodation Payment shall be entitled to contribution
      and indemnification from, and be reimbursed by, each of the other Borrowers
      in
      an amount, for each of such other Borrowers, equal to a fraction of such
      Accommodation Payment, the numerator of which fraction is such other Borrower’s
      Allocable Amount (as defined below) and the denominator of which is the sum
      of
      the Allocable Amounts of all of the Borrowers. As of any date of determination,
      the “Allocable Amount” of each Borrower shall be equal to the maximum amount of
      liability for Accommodation Payments which could be asserted against such
      Borrower hereunder without (a) rendering such Borrower “insolvent” within the
      meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform
      Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent
      Conveyance Act (“UFCA”), (b) leaving such Borrower with unreasonably small
      capital or assets, within the meaning of Section 548 of the Bankruptcy Code,
      Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower
      unable to pay its debts as they become due within the meaning of Section 548
      of
      the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All
      rights and claims of contribution, indemnification, and reimbursement under
      this
      Section shall be subordinate in right of payment to the prior payment in full
      of
      the Obligations. The provisions of this Section shall, to the extent expressly
      inconsistent with any provision in any Loan Document, supersede such
      inconsistent provision.

     

    


    
      
        
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    SECTION
      9.23. Agency
      of Company for Each Other Borrower.
      Each of
      the other Borrowers irrevocably appoints the Company as its agent for all
      purposes relevant to this Agreement, including the giving and receipt of notices
      and execution and delivery of all documents, instruments, and certificates
      contemplated herein (including, without limitation, execution and delivery
      to
      the Agents of Borrowing Base Certificates, Borrowing Requests and Interest
      Election Requests) and all modifications hereto. Any acknowledgment, consent,
      direction, certification, or other action which might otherwise be valid or
      effective only if given or taken by all or any of the Borrowers or acting
      singly, shall be valid and effective if given or taken only by the Company,
      whether or not any of the other Borrowers joins therein, and the Agents and
      the
      Lenders shall have no duty or obligation to make further inquiry with respect
      to
      the authority of the Company under this Section 9.23, provided that nothing
      in
      this Section 9.23 shall limit the effectiveness of, or the right of the Agents
      and the Lenders to rely upon, any notice (including without limitation a
      Borrowing Request or an Interest Election Request), document, instrument,
      certificate, acknowledgment, consent, direction, certification, or other action
      delivered by any Borrower pursuant to this Agreement. 

     

    SECTION
      9.24. Additional
      Borrowers.
      Addition of any Person as a Borrower under this Agreement is subject to approval
      of the Administrative Agent and the Required Lenders, and may be conditioned
      upon such requirements as they may determine in their discretion, including,
      without limitation, (a) the furnishing of such financial and other information
      as the Administrative Agent or any such Lender may request; (b) approval by
      all
      appropriate approval authorities of the Administrative Agent and each such
      Lender; (c) execution and delivery by the Borrowers, such person, the
      Administrative Agent, and the Required Lenders of such agreements and other
      documentation (including, without limitation, an amendment to this Agreement
      or
      any other Loan Document), and the furnishing by such person or any of the
      Borrowers of such certificates, opinions, and other documentation, as the
      Administrative Agent and any such Lender may request. Neither the Administrative
      Agent nor any Lender shall have any obligation to approve any such person for
      addition as a Borrower under this Agreement.

     

    SECTION
      9.25. Express
      Waivers By Borrowers In Respect of Cross Guaranties and Cross
      Collateralization.
      Each
      Borrower agrees as follows:

     

    (a) Each
      Borrower hereby waives: (i) notice of acceptance of this Agreement; (ii) notice
      of the making of any Revolving Loans, the issuance of any Letter of Credit
      or
      any other financial accommodations made or extended under the Loan Documents
      or
      the creation or existence of any Obligations; (iii) notice of the amount of
      the
      Obligations, subject, however, to such Borrower’s right to make inquiry of the
      Administrative Agent to ascertain the amount of the Obligations at any
      reasonable time; (iv) notice of any adverse change in the financial condition
      of
      any other Borrower or of any other fact that might increase such Borrower’s risk
      with respect to such other Borrower under the Loan Documents; (v) notice of
      presentment for payment, demand, protest, and notice thereof as to any
      promissory notes or other instruments among the Loan Documents; and (vii) all
      other notices (except if such notice is specifically required to be given to
      such Borrower hereunder or under any of the other Loan Documents to which such
      Borrower is a party) and demands to which such Borrower might otherwise be
      entitled;

     

    


    
      
        
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    (b) Each
      Borrower hereby waives the right by statute or otherwise to require an Agent
      or
      any Lender to institute suit against any other Borrower or to exhaust any rights
      and remedies which an Agent or any Lender has or may have against any other
      Borrower. Each Borrower further waives any defense arising by reason of any
      disability or other defense of any other Borrower (other than the defense that
      the Obligations shall have been fully and finally performed and paid) or by
      reason of the cessation from any cause whatsoever of the liability of any such
      Borrower in respect thereof. 

     

    (c) Each
      Borrower hereby waives and agrees not to assert against an Agent, any Lender,
      or
      any Issuing Bank: (i) any defense (legal or equitable), set-off, counterclaim,
      or claim which such Borrower may now or at any time hereafter have against
      any
      other Borrower or any other party liable under the Loan Documents; (ii) any
      defense, set-off, counterclaim, or claim of any kind or nature available to
      any
      other Borrower against an Agent, any Lender, or any Issuing Bank, arising
      directly or indirectly from the present or future lack of perfection,
      sufficiency, validity, or enforceability of the Obligations or any security
      therefor; (iii) any right or defense arising by reason of any claim or defense
      based upon an election of remedies by an Agent, any Lender, or any Issuing
      Bank
      under any applicable law; (iv) the benefit of any statute of limitations
      affecting any other Borrower’s liability hereunder;

     

    (d) Each
      Borrower consents and agrees that, without notice to or by such Borrower and
      without affecting or impairing the obligations of such Borrower hereunder,
      the
      Agents may (subject to any requirement for consent of any of the Lenders to
      the
      extent required by this Agreement), by action or inaction: (i) compromise,
      settle, extend the duration or the time for the payment of, or discharge the
      performance of, or may refuse to or otherwise not enforce the Loan Documents;
      (ii) release all or any one or more parties to any one or more of the Loan
      Documents or grant other indulgences to any other Borrower in respect thereof;
      (iii) amend or modify in any manner and at any time (or from time to time)
      any
      of the Loan Documents; or (iv) release or substitute any Person liable for
      payment of the Obligations, or enforce, exchange, release, or waive any security
      for the Obligations or any Guaranty of the Obligations;

     

    (e) Each
      Borrower represents and warrants to the Agents and the Lenders that such
      Borrower is currently informed of the financial condition of all other Borrowers
      and all other circumstances which a diligent inquiry would reveal and which
      bear
      upon the risk of nonpayment of the Obligations. Each Borrower further represents
      and warrants that such Borrower has read and understands the terms and
      conditions of the Loan Documents. Each Borrower agrees that neither the Agents,
      any Lender, nor any Issuing Bank has any responsibility to inform any Borrower
      of the financial condition of any other Borrower or of any other circumstances
      which bear upon the risk of nonpayment or nonperformance of the Obligations.
      

     

    SECTION
      9.26. Intercreditor
      Agreements and Collateral Agreement.
      Each
      Lender hereunder (a) consents to the priority and/or subordination of Liens
      provided for in the Intercreditor Agreement, (b) consents to the priority and/or
      subordination of Liens provided for in the Senior Lender Intercreditor
      Agreement, (c) agrees that it will be bound by and will take no actions contrary
      to the provisions of the Intercreditor Agreement or the Senior
      Lender

     

    


    
      
        
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    Intercreditor
      Agreement, (c) authorizes and instructs the Collateral Agent to enter into
      the
      Intercreditor Agreement as First Lien Intercreditor Agent and on behalf of
      such
      Lender, (d) authorizes and instructs the Administrative Agent and the Collateral
      Agent to enter into the Senior Lender Intercreditor Agreement as Revolving
      Facility Administrative Agent and Collateral Agent, respectively, and on behalf
      of such Lender, and (e) consents to the amendment of the First Lien Guarantee
      and Collateral Agreement under (and as defined in) the Existing Credit
      Agreement, in the form of the Collateral Agreement referred to herein. The
      foregoing provisions are intended as an inducement to the Lenders to extend
      credit and such Lenders are intended third party beneficiaries of such
      provisions and the provisions of the Intercreditor Agreement and the Senior
      Lender Intercreditor Agreement.

     

    


     

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

     

     

    COVALENCE
      SPECIALTY MATERIALS CORP.

     

    By: 

     

     

    Name:

     

     

    Title:

     

     

    


     

    


    
      
        
          
             

             

            [Signature
              Page to the Amended and Restated Revolving Credit
              Agreement]

          

          
          

        

        
           

          
            

          

        

        
          
          

          
            


          

        

      

    

    



     

    


     

    BERRY
      PLASTICS GROUP, INC.

     

    By: 

     

     

    Name:

     

     

    Title:

     

    


    
      
        
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    COVALENCE
      SPECIALTY ADHESIVES LLC

     

     

    By: COVALENCE
      SPECIALTY MATERIALS CORP., 

     

     

    its
      sole
      member and manager

     

     

    By:_________________________________

     

     

    Name:

     

     

    Title:

     

     

    


     

     

    


     

     

    


     

     

    COVALENCE
      SPECIALTY COATINGS LLC

     

     

    By: COVALENCE
      SPECIALTY MATERIALS CORP., 

     

     

    its
      sole
      member and manager

     

     

    By:_________________________________

     

     

    Name:

     

     

    Title:

     

    


    


    


    
      
        
          
             

             

            [Signature
              Page to the Amended and Restated Revolving Credit
              Agreement]

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    


    BERRY
      PLASTICS HOLDING CORPORATION

    BERRY
      PLASTICS CORPORATION

    AEROCON,
      INC.

    BERRY
      IOWA CORPORATION

    BERRY
      PLASTICS DESIGN CORPORATION

    BERRY
      PLASTICS TECHNICAL SERVICES, INC.

    BERRY
      STERLING CORPORATION

    CARDINAL
      PACKAGING, INC.

    CPI
      HOLDING CORPORATION

    KNIGHT
      PLASTICS, INC.

    PACKERWARE
      CORPORATION

    PESCOR,
      INC.

    POLY-SEAL
      CORPORATION

    VENTURE
      PACKAGING, INC.

    VENTURE
      PACKAGING MIDWEST, INC.

    BERRY
      PLASTICS ACQUISITION CORPORATION III

    BERRY
      PLASTICS ACQUISITION CORPORATION V

    BERRY
      PLASTICS ACQUISITION CORPORATION VII

    BERRY
      PLASTICS ACQUISITION CORPORATION VIII

    BERRY
      PLASTICS ACQUISITION CORPORATION IX

    BERRY
      PLASTICS ACQUISITION CORPORATION X

    BERRY
      PLASTICS ACQUISITION CORPORATION XI

    BERRY
      PLASTICS ACQUISITION CORPORATION XII

    BERRY
      PLASTICS ACQUISITION CORPORATION XIII

    KERR
      GROUP, INC.

    SAFFRON
      ACQUISITION CORP.

    SUN
      COAST INDUSTRIES, INC.

     

    By: 

     

     

    Name:

     

     

    Title:

     

    LANDIS
      PLASTICS, INC.

    


     

    By: 

     

     

    Name:

     

     

    Title:

     

    


    


    


    
      
        
          [Signature
            Page to the Amended and Restated Revolving Credit Agreement]

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    


    BERRY
      PLASTICS ACQUISITION CORPORATION XV, LLC

    


    By:  Berry
      Plastics Corporation,

    its
      sole
      member

     

    By:________________________________

    Name:

    Title:

    


    SETCO,
      LLC

    


    By:  Kerr
      Group, Inc.,

    its
      sole
      member

    


    By:________________________________

    Name:

    Title:

    


    


    TUBED
      PRODUCTS, LLC

    


    By:  Kerr
      Group, Inc.,

    its
      sole
      member

    


    By:________________________________

    Name:

    Title:

    


    


    


    


    
      
        
          
             

             

            [Signature
              Page to the Amended and Restated Revolving Credit
              Agreement]

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    


    


    BANK
      OF AMERICA, N.A., 

    as
      Administrative Agent and as Collateral Agent and as a Lender

     

    By: 

     

     

    Name:

     

     

    Title: