$1,200,000,000 Second Amended and Restated Credit Agreement


                                                        Exhibit
      10.1(b)

    


     

    $1,200,000,000

     

    SECOND
      AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT

     

    Dated
      as
      of April 3, 2007,

     

    Among

     

    BERRY
      PLASTICS GROUP, INC.,

    


    BERRY
      PLASTICS HOLDING CORPORATION,

    


     

    as
      Borrower,

     

    THE
      LENDERS PARTY HERETO,

     

    CREDIT
      SUISSE, CAYMAN ISLANDS BRANCH

    as
      Collateral Agent and Administrative Agent

    


    DEUTSCHE
      BANK TRUST COMPANY AMERICAS,

     

    as
      Syndication Agent,

     

    BANK
      OF
      AMERICA, N.A.

    CITICORP
      NORTH AMERICA, INC.

    GOLDMAN
      SACHS CREDIT PARTNERS L.P.

    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 

    _________________

     

    CREDIT
      SUISSE SECURITIES (USA) LLC

     

    and

     

    DEUTSCHE
      BANK SECURITIES INC.,

     

    as
      Joint
      Lead Arrangers

     

    _________________

     

    


     

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          EXECUTION
            VERSION

        

      

    



    TABLE
      OF
      CONTENTS

    

      ARTICLE
        I

    

    
       

      Definitions

       


      
        	
                SECTION
                  1.01. 

              	
                Defined
                  Terms

              	 2
	
                SECTION
                  1.02. 

              	
                Terms
                  Generally

              	 45
	
                SECTION
                  1.03. 

              	
                Effectuation
                  of Transactions

              	 45
	
                SECTION
                  1.04. 

              	
                Senior
                  Debt

              	 45


      

    

     

    

       

      ARTICLE
        II

       

      The
        Credits

       

    

    

      
        	
                SECTION
                  2.01.

              	
                Commitments

              	 45
	
                SECTION
                  2.02. 

              	
                Loans
                  and Borrowings

              	 46
	
                SECTION
                  2.03.

              	
                Requests
                  for Borrowings

              	 46
	
                SECTION
                  2.04.

              	
                [Reserved]

              	 47
	
                SECTION
                  2.05. 

              	
                [Reserved]

              	 47
	
                SECTION
                  2.06. 

              	
                Funding
                  of Borrowings

              	 47
	
                SECTION
                  2.07. 

              	
                Interest
                  Elections

              	 47
	
                SECTION
                  2.08.

              	
                Termination
                  of Term C Loan Commitments

              	 49
	
                SECTION
                  2.09.

              	
                Repayment
                  of Loans; Evidence of Debt

              	 49
	
                SECTION
                  2.10. 

              	
                Repayment
                  of Term C Loans

              	 50
	
                SECTION
                  2.11.

              	
                Prepayment
                  of Loans

              	 51
	
                SECTION
                  2.12. 

              	
                Fees

              	 52
	
                SECTION
                  2.13.

              	
                Interest

              	 53
	
                SECTION
                  2.14. 

              	
                Alternate
                  Rate of Interest

              	 53
	
                SECTION
                  2.15.

              	
                Increased
                  Costs

              	 54
	
                SECTION
                  2.16. 

              	
                Break
                  Funding Payments

              	 55
	
                SECTION
                  2.17. 

              	
                Taxes

              	 55
	
                SECTION
                  2.18. 

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

              	 57
	
                SECTION
                  2.19. 

              	
                Mitigation
                  Obligations; Replacement of Lenders

              	 59
	
                SECTION
                  2.20.

              	
                Illegality

              	 60
	
                SECTION
                  2.21.

              	
                Incremental
                  Commitments

              	 60


      

    

     

    

       

      ARTICLE
        III

       

      Representations
        and Warranties

    

     

    

      
        	
                SECTION
                  3.04. 

              	
                Governmental
                  Approvals

              	 62
	
                SECTION
                  3.05. 

              	
                Financial
                  Statements

              	 62
	
                SECTION
                  3.06. 

              	
                No
                  Material Adverse Effect

              	 62
	
                SECTION
                  3.07. 

              	
                Title
                  to Properties; Possession Under Leases

              	 62
	
                SECTION
                  3.08. 

              	
                Subsidiaries

              	 63
	
                SECTION
                  3.09.

              	
                Litigation;
                  Compliance with Laws

              	 63
	
                SECTION
                  3.10. 

              	
                Federal
                  Reserve Regulations

              	 63
	
                SECTION
                  3.11. 

              	
                Investment
                  Company Act

              	 64
	
                SECTION
                  3.12. 

              	
                Use
                  of Proceeds

              	 64
	
                SECTION
                  3.13. 

              	
                Tax
                  Returns

              	 65
	
                SECTION
                  3.14. 

              	
                No
                  Material Misstatements

              	 65
	
                SECTION
                  3.15. 

              	
                Employee
                  Benefit Plans

              	 65
	
                SECTION
                  3.16. 

              	
                Environmental
                  Matters

              	 65
	
                SECTION
                  3.17. 

              	
                Security
                  Documents

              	 66
	
                SECTION
                  3.18. 

              	
                Location
                  of Real Property and Leased Premises

              	 66
	
                SECTION
                  3.19. 

              	
                Solvency

              	 66
	
                SECTION
                  3.20. 

              	
                Labor
                  Matters

              	 67
	
                SECTION
                  3.21. 

              	
                Insurance

              	 68
	
                SECTION
                  3.22. 

              	
                No
                  Default

              	 68
	
                SECTION
                  3.23. 

              	
                Intellectual
                  Property; Licenses, Etc.

              	 69
	
                SECTION
                  3.24. 

              	
                Senior
                  Debt

              	70


      

    

    
       

       

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        IV

       

      Conditions
        of Lending

       

       

       

      ARTICLE
        V

       

      Affirmative
        Covenants

       

    

     

    

      
        	
                SECTION
                  5.01. 

              	
                Existence;
                  Businesses and Properties

              	73
	
                SECTION
                  5.02. 

              	
                Insurance

              	 74
	
                SECTION
                  5.03. 

              	
                Taxes

              	 75
	
                SECTION
                  5.04. 

              	
                Financial
                  Statements, Reports, etc.

              	 75
	
                SECTION
                  5.05. 

              	
                Litigation
                  and Other Notices

              	 77
	
                SECTION
                  5.06. 

              	
                Compliance
                  with Laws

              	 78
	
                SECTION
                  5.07. 

              	
                Maintaining
                  Records; Access to Properties and Inspections

              	 78
	
                SECTION
                  5.08. 

              	
                Use
                  of Proceeds

              	 78
	
                SECTION
                  5.09. 

              	
                Compliance
                  with Environmental Laws

              	 78
	
                SECTION
                  5.10.

              	
                Further
                  Assurances; Additional Security

              	 79


      

    

     

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

     

    

      ARTICLE
        VI

       

      Negative
        Covenants

       

    

    

      
        	
                SECTION
                  6.01.

              	
                Indebtedness

              	 81
	
                SECTION
                  6.02. 

              	
                Liens

              	 85
	
                SECTION
                  6.03. 

              	
                Sale
                  and Lease-Back Transactions

              	 89
	
                SECTION
                  6.04. 

              	
                Investments,
                  Loans and Advances

              	 90
	
                SECTION
                  6.05. 

              	
                Mergers,
                  Consolidations, Sales of Assets and Acquisitions

              	 93
	
                SECTION
                  6.06. 

              	
                Dividends
                  and Distributions

              	 96
	
                SECTION
                  6.07. 

              	
                Transactions
                  with Affiliates

              	 98
	
                SECTION
                  6.08. 

              	
                Business
                  of the Borrower and the Subsidiaries

              	 101
	
                SECTION
                  6.09. 

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

              	 101
	
                SECTION
                  6.10.

              	
                Fiscal
                  Year; Accounting

              	 103
	
                SECTION
                  6.11. 

              	
                Qualified
                  CFC Holding Companies

              	 103
	
                SECTION
                  6.12. 

              	
                Rating

              	 103


      

    

     

     

    

       

      ARTICLE
        VI-A

       

      Holdings
        Covenants

       

       

      ARTICLE
        VII

       

      Events
        of
        Default

       

    

    

      
        	
                SECTION
                  7.01.

              	
                Events
                  of Default

              	 104
	
                SECTION
                  7.02. 

              	
                Exclusion
                  of Immaterial Subsidiaries

              	 107


      

    

     

     

    

       

      ARTICLE
        VIII

       

      The
        Agents

       

    

    


    
      	
              SECTION
                8.01. 

            	
              Appointment

            	 107
	
              SECTION
                8.02. 

            	
              Delegation
                of Duties

            	 109
	
              SECTION
                8.03. 

            	
              Exculpatory
                Provisions

            	 109
	
              SECTION
                8.04. 

            	
              Reliance
                by Administrative Agent

            	 110
	
              SECTION
                8.05. 

            	
              Notice
                of Default

            	 111
	
              SECTION
                8.06. 

            	
              Non-Reliance
                on Agents and Other Lenders

            	 111
	
              SECTION
                8.07. 

            	
              Indemnification

            	 112
	
              SECTION
                8.08. 

            	
              Agent
                in Its Individual Capacity

            	 112
	
              SECTION
                8.09. 

            	
              Successor
                Administrative Agent

            	 112
	
              SECTION
                8.10. 

            	
              Agents
                and Arrangers

            	 113


    

     

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

    

      ARTICLE
        IX

       

      Miscellaneous

    

     

    

      
        	
                SECTION
                  9.01. 

              	
                Notices;
                  Communications

              	 113
	
                SECTION
                  9.02. 

              	
                Survival
                  of Agreement

              	 114
	
                SECTION
                  9.03. 

              	
                Binding
                  Effect

              	 115
	
                SECTION
                  9.04. 

              	
                Successors
                  and Assigns

              	 115
	
                SECTION
                  9.05. 

              	
                Expenses;
                  Indemnity

              	 118
	
                SECTION
                  9.06. 

              	
                Right
                  of Set-off

              	 120
	
                SECTION
                  9.07. 

              	
                Applicable
                  Law

              	 120
	
                SECTION
                  9.08. 

              	
                Waivers;
                  Amendment

              	 120
	
                SECTION
                  9.09. 

              	
                Interest
                  Rate Limitation

              	 123
	
                SECTION
                  9.10. 

              	
                Entire
                  Agreement

              	 123
	
                SECTION
                  9.11. 

              	
                WAIVER
                  OF JURY TRIAL

              	 123
	
                SECTION
                  9.12. 

              	
                Severability

              	 123
	
                SECTION
                  9.13. 

              	
                Counterparts

              	 123
	
                SECTION
                  9.14. 

              	
                Headings

              	 124
	
                SECTION
                  9.15. 

              	
                Jurisdiction;
                  Consent to Service of Process

              	 124
	
                SECTION
                  9.16. 

              	
                Confidentiality

              	 124
	
                SECTION
                  9.17. 

              	
                Platform;
                  Borrower Materials

              	 125
	
                SECTION
                  9.18. 

              	
                Release
                  of Liens and Guarantees

              	 125
	
                SECTION
                  9.19. 

              	
                PATRIOT
                  Act Notice

              	 126
	
                SECTION
                  9.20. 

              	
                Intercreditor
                  Agreements and Collateral Agreement

              	 126


      

    

     

     

    


    
      
        Second
          Amended and Restated Term Loan Credit Agreement

        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    


    Exhibits
      and Schedules

     

    
      	
              Exhibit
                A

            	
              Form
                of Assignment and Acceptance

            


    

    
      	
              Exhibit B

            	
              Form
                of Solvency Certificate

            


    

    
      	
              Exhibit C

            	
              Form
                of Borrowing Request

            


    

    
      	
              Exhibit D

            	
              [Reserved]

            


    

    
      	
              Exhibit E

            	
              Form
                of Collateral Agreement

            


    

    


    
      	
              Schedule 1.01(a)

            	
              Certain
                U.S. Subsidiaries

            


    

    
      	
              Schedule 1.01(c)

            	
              Mortgaged
                Properties

            


    

    
      	
              Schedule 1.01(d)

            	
              Immaterial
                Subsidiaries

            


    

    
      	
              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(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
      SECOND AMENDED AND RESTATED TERM LOAN 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. (“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 as the borrower (the “Borrower”),
      the
      LENDERS party hereto from time to time, CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
      as
      administrative agent and collateral agent (in such capacities, the “Administrative
      Agent”)
      for
      the Lenders, DEUTSCHE BANK SECURITIES INC., as syndication agent (in such
      capacity, the “Syndication
      Agent”),
      and
      BANC OF AMERICA, N.A., CITIGROUP NORTH AMERICA, INC., GOLDMAN SACHS CREDIT
      PARTNERS L.P., 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 “Second Amended and Restated Term Loan Credit
      Agreement” for convenience of reference only and is, and is intended to be, a
      new term loan 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
      Credit Agreement”);

     

    WHEREAS,
      among Covalence Holdings, Covalence, the other borrowers party thereto from
      time
      to time, the lenders party thereto from time to time, Bank of America, N.A.,
      as
      administrative agent, and the other parties thereto are parties to that certain
      Revolving Credit Agreement dated as of May 18, 2006 (the “Existing
      ABL 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 being 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 Borrower desires to obtain
      Term
      C Loans hereunder in a principal amount of $1,200,000,000, the proceeds of
      which
      will be used (i) to refinance (the “Refinancing”):
      (w)
      the “Term B Loans” (as defined in

     


    
      
        Second
          Amended and Restated Term Loan Credit Agreement

        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    


    the
      Berry
      Credit Agreement); (x) the “Term C Loans” (as defined in the Existing Credit
      Agreement); (y) the “Loans” as defined in the Second Lien Credit Agreement,
      dated as of February 16, 2006, among Covalence, the lenders party thereto from
      time to time,
      Bank
      of
      America, N.A., as administrative agent, and the other parties thereto; and
      (z)
      the “Revolving Facility” (as defined in the Existing ABL Agreement) and the
“Revolving Facility” (as defined in the Berry Credit Agreement), and (ii) for
      general corporate purposes.

     

    NOW,
      THEREFORE, the Borrower, 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
      Assets”
shall
      mean any Accounts and Inventory (as such terms are defined in the Revolving
      Credit Agreement) of the Borrower or any Subsidiary.

     

    “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 Credit Suisse
      as
      its “prime rate” at its principal office in New York, New York. Any change in
      such rate announced by Credit Suisse 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 Term Loan bearing interest at a rate determined by reference to the
      ABR
      in accordance with the provisions of Article II.

     

    “Acquisition
      Agreement”
shall
      mean that certain Stock and Asset Purchase Agreement (as amended by that certain
      Closing Agreement dated as of February 16, 2006) by and 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 9.19.

     

    “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

     


    
      
        Second
          Amended and Restated Term Loan Credit Agreement

        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    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(a).

     

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

     

    “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.

     

    “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.

     

    “Applicable
      Margin”
shall
      mean for any day, 2.00% per annum in the case of any Eurocurrency Loan and
      1.00%
      per annum in the case of any ABR Loan.

     

    Notwithstanding
      the foregoing, the Applicable Margin with respect to any Incremental Term Loan
      and any Incremental Term Loan Commitment of any Series means the rate per annum
      for such Incremental Term Loan and Incremental Term Loan Commitment agreed
      to by
      the Borrower and the respective Incremental Term Lender or Lenders in the
      related Incremental Assumption Agreement for such Series, except that in the
      event Incremental Term Loans are effected through an increase in Term C Loans
      (as contemplated in Section 2.21), the Applicable Margin for such Incremental
      Term Loans shall be the Applicable Margin for Term C Loans in effect at the
      time
      the respective Incremental Assumption Agreement is executed.

     

    “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).

     

    “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 Borrower
      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 Borrower

     


    
      
        Second
          Amended and Restated Term Loan Credit Agreement

        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    (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.

     

    “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.

     

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

     

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

     

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

     

    “Borrowing”
shall
      mean a group of 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.

     

    “Borrowing
      Minimum”
shall
      mean $5.0 million.

     

    “Borrowing
      Multiple”
shall
      mean $1.0 million.

     


    
      
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    “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.

     

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

     

    “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 Borrower 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 Borrower 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 Borrower or any
      Subsidiary thereof) and for which neither Holdings, the Borrower 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

     


    
      
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    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,

     

    (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 Borrower 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 Borrower or any Subsidiary, including such fees paid in
      connection with the Transactions or upon entering into a Permitted Receivables
      Financing, (c) the amortization of debt discounts, if any, or fees in respect
      of
      Swap Agreements and (d) cash interest income of Borrower 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 a Permitted
      Receivables Financing or any amendment of this Agreement.

     

    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 Borrower,
      (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, for purposes of Section 2.15(b), by any Lending Office
      of such Lender or by such Lender’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. 

     

    “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
      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
      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 Borrower, each Subsidiary Loan Party, the Collateral Agent and
      Bank of America, N.A., as collateral agent.

     

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

     


    
      
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    (a) on
      the
      Closing Date, the Collateral Agent shall have received (i) from Holdings, the
      Borrower 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 Borrower
      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 Borrower 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., and 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) the Collateral Agent 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 Borrower and each Subsidiary having, in the case of each
      instance of Indebtedness, an aggregate principal amount in excess of $5.0
      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 outstanding
      thereunder), and (ii) the Collateral Agent 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 Borrower 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;

     


    
      
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    (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 (including, without limitation, the Equity Interests
      of
      any Special Purpose Receivables Subsidiary established 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 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 Borrower, 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

     


    
      
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    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.

     

    “Commitments”
shall
      mean, with respect to any Lender, such Lender’s Term C Loan Commitment and
      Incremental Term Loan Commitment.

     

    “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 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 the Revolving Credit Agreement), Disqualified Stock and Indebtedness
      in
      respect of the deferred purchase price of property or services of the Borrower
      and its Subsidiaries determined on a consolidated basis on such date in
      accordance with GAAP. 

     

    “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,

     


    
      
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    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,

     

    (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 Borrower) 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, 

     


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


     

    (xii)
      non-cash
      charges for deferred tax asset valuation allowances shall be excluded,
      and

     

    (xiii)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. 

     

    “Consolidated
      Total Assets”
shall
      mean, as of any date, the total assets of the Borrower and the consolidated
      Subsidiaries, determined in accordance with GAAP, as set forth on the
      consolidated balance sheet of the Borrower 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 Borrower’s 101⁄4% Senior Subordinated Notes due 2016, issued pursuant to
      the Covalence Senior Subordinated Notes Indenture and any notes issued by the
      Borrower 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 Borrower 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
      Suisse”
means
      Credit Suisse, Cayman Islands Branch, and its successors.

     

    “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:

     


    
      
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    (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
      Threshold Asset Sale Proceeds”),
      plus 

     

    (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 Borrower and common Equity
      Interests of the Borrower issued upon conversion of Indebtedness of the Borrower
      or any Subsidiary owed to a person other than the Borrower or a Subsidiary
      not
      previously applied for a purpose other than use in the Cumulative Credit,
plus

     

    (e)
      100%
      of the aggregate amount of contributions to the common capital of the Borrower
      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 Borrower 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 Borrower or any Subsidiary in cash (and
      the
      fair market value of property other than cash received by Borrower or any
      Subsidiary) after the Original Agreement Date from:

     

    (A) the
      sale
      (other than to Borrower 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, Borrower or any
      Subsidiary, the fair market value of the Investments of Holdings, Borrower
      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 Borrower or any Subsidiary in respect of any
      Investments made pursuant to Section

     


    
      
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    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,
minus 

     

    (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.

     

    “Current
      Assets”
shall
      mean, with respect to the Borrower and the Subsidiaries on a consolidated basis
      at any date of determination, the sum of (a) 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 Borrower 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, and (b) in
      the
      event that a Permitted Receivables Financing is accounted for off balance sheet,
      (x) gross accounts receivable comprising part of the Receivables Assets subject
      to such

     


    
      
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    Permitted
      Receivables Financing less (y) collections against the amounts sold pursuant
      to
      clause (x).

     

    “Current
      Liabilities”
shall
      mean, with respect to the Borrower 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 Borrower and the
      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 Borrower 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.

     

    “Declining
      Lender”
shall
      have the meaning assigned to such term in Section 2.11(d).

     

    “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 Borrower 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 Term Facility Maturity Date;
provided,
      however,
      that
      only the portion of the

     


    
      
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    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 Borrower 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 Borrower in order to
      satisfy applicable statutory or regulatory obligations or as a result of such
      employee’s termination, death or disability.

     

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

     

    “Dollars”
or
      “$”
shall
      mean the lawful currency of the United States of America. 

     

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

     

    “EBITDA”
shall
      mean, with respect to the Borrower and the Subsidiaries on a consolidated basis
      for any period, the Consolidated Net Income of the Borrower 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 Borrower and the
      Subsidiaries for such period, including, without limitation, state, franchise
      and similar taxes,

     

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

     

    (iii)depreciation
      and amortization expenses of the Borrower 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 Borrower 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
      Borrower 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 Borrower 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.

     

    “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.

     

    “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.

     


    
      
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    “ERISA
      Affiliate”
shall
      mean any trade or business (whether or not incorporated) that, together with
      Holdings, the Borrower 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 Borrower, 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
      Borrower, 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 Borrower, 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 Borrower, a Subsidiary
      or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan
      from Holdings, the Borrower, 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.

     

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

     

    “Eurocurrency
      Loan”
shall
      mean any Term 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 Borrower and its Subsidiaries on a consolidated basis
      for any Applicable Period, EBITDA of the Borrower 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

     


    
      
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    any
      voluntary prepayment of the Loans), so long as the amount of such prepayment
      is
      not already reflected in Debt Service,

     

    (c)(i)
      Capital Expenditures by the Borrower 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 Borrower 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 Borrower 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 Borrower 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,

     

    (h)permitted
      dividends or distributions or repurchases of its Equity Interests paid in cash
      by the Borrower during such Applicable Period and permitted dividends paid
      by
      any Subsidiary to any person other than Holdings, the Borrower 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 Borrower and its Subsidiaries in a prior Applicable Period and
      (B)
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    (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 Borrower and its Subsidiaries or did not represent cash received by
      the
      Borrower 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
      Facility 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,

     

    (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 Borrower specified in the certificate of the Borrower
      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 (except to the extent such gain consists of Net Proceeds subject to
      Section 2.11(b)),

     


    
      
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    (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 Borrower or any Subsidiary or (ii)
      such items do not represent cash paid by the Borrower 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 Borrower, commencing with the first full fiscal
      year of the Borrower 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 or any other
      recipient of any payment to be made by or on account of any obligation of the
      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 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 the
      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 the 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

     


    
      
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    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
      ABL Agreement”
shall
      have the meaning set forth in the recitals hereto.

     

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

     

    “Facility”
shall
      mean the respective facility and commitments utilized in making Loans and credit
      extensions hereunder, it being understood that as of the date of this Agreement
      there is one Facility, i.e.,
      the
      Term C Facility, and thereafter may include the Incremental Term
      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 Credit Suisse on such day on such
      transactions as determined by the Administrative Agent.

     

    “Fee
      Letter”
shall
      mean that certain Fee Letter dated March 2, 2007 by and among the Borrower,
      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 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
      Borrower 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 Borrower 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 Borrower and its Subsidiaries
      on such date.

     


    
      
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    “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
      Borrower.

     

    “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 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.

     

    “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
      Borrower) 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

     


    
      
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    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.

     

    “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, as of the last day of the fiscal quarter of the
      Borrower 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 Borrower 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 Borrower 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.

     


    
      
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    “Incremental
      Amount”
shall
      mean, at any time, the excess, if any, of (a) the greater of (i) $600
      million and (ii) an aggregate principal amount such that the Total Net First
      Lien Leverage Ratio shall not exceed 4.00:1.00 over
      (b) the
      aggregate amount of all Incremental Term Loan 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 Borrower, the Administrative
      Agent and one or more Incremental Term Lenders.

     

    “Incremental
      Term Borrowing”
shall
      mean a Borrowing comprised of Incremental Term Loans.

     

    “Incremental
      Term Facility”
shall
      mean the Incremental Term Loan Commitments and the Incremental Term Loans made
      hereunder.

     

    “Incremental
      Term Facility Maturity Date”
shall
      mean, with respect to any series or tranche of Incremental Term Loans
      established pursuant to an Incremental Assumption Agreement, the maturity date
      for as set forth in such Incremental Assumption Agreement.

     

    “Incremental
      Term Lender”
shall
      mean a Lender with an Incremental Term Loan Commitment or an outstanding
      Incremental Term Loan.

     

    “Incremental
      Term Loan Commitment”
shall
      mean the commitment of any Lender, established pursuant to Section 2.21, to
      make Incremental Term Loans to the Borrower.

     

    “Incremental
      Term Loan Installment Date”
shall
      have, with respect to any series or tranche of Incremental Term Loans
      established pursuant to an Incremental Assumption Agreement, the meaning
      assigned to such term in Section 2.10(a)(ii).

     

    “Incremental
      Term Loans”
shall
      mean Loans made by one or more Lenders to the Borrower pursuant to Section
      2.01(b). Incremental Term Loans may be made in the form of additional Term
      C
      Loans or, to the extent permitted by Section 2.21 and provided for in the
      relevant Incremental Assumption Agreement, Other Term Loans.

     

    “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 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

     


    
      
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    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. To the extent not otherwise
      included, Indebtedness shall include the amount of any Receivables Net
      Investment.

     

    “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
      Borrower on the Closing Date, and as may be identified in writing to the
      Administrative Agent by the Borrower 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 Borrower
      and the Subsidiary Loan Parties, as in effect on the Closing Date.

     

    “Interest
      Election Request”
shall
      mean a request by the Borrower to convert or continue a Term 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

     


    
      
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    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, (b) capitalized interest of such person, and (c)
      commissions, discounts, yield and other fees and charges incurred in connection
      with any Permitted Receivables Financing which are payable to any person other
      than the Borrower or a Subsidiary Loan Party. 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 Borrower 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, and (b) with respect to any ABR
      Loan, the last Business Day of each calendar quarter.

     

    “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 Borrower 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.

     

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

     

    “Joint
      Lead Arrangers”
shall
      mean Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc.,
      in
      their capacities as joint lead arrangers.

     

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

     

    “Lender
      Default”
shall
      mean (i) the refusal (which has not been retracted) of a Lender to make
      available its portion of any Borrowing, or (ii) a Lender having notified the
      Borrower and/or the Administrative Agent that it does not intend to comply
      with
      its obligations under Section 2.06.

     


    
      
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    “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 issued pursuant to the Revolving Credit
      Agreement.

     

    “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 Bloomberg (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 Credit
      Suisse and with a term equivalent to such Interest Period would be offered
      by
      Credit Suisse’s London Branch to major banks in the London interbank
      eurocurrency market at their request at approximately 11:00 a.m. (London time)
      two Business Days prior to the 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
      Documents”
shall
      mean this Agreement, 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 Article IV and Section 7.01
      hereof, the Fee Letter.

     

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

     

    “Loans”
shall
      mean the Term C Loans and the Incremental Term Loans (if any).

     

    “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 Borrower, Holdings and their Subsidiaries, as the case may
      be,
      on the Closing Date together with (a) any new directors whose election by such
      boards of directors or whose nomination for election by the shareholders of
      the
      Borrower or Holdings, as the case may be, was approved by a vote of a majority
      of the directors of the Borrower 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 Borrower or Holdings and their Subsidiaries, as
      the
      case may be, hired at a time when the directors on the Closing Date together
      with the

     


    
      
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    directors
      so approved constituted a majority of the directors of the Borrower 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 Borrower 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) of any one or more of the Borrower 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 Borrower, 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 Borrower, Holdings or any Subsidiary or any ERISA 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
      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.

     


    
      
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    “Net
      Proceeds”
shall
      mean:

     

    (a) 100%
      of
      the cash proceeds actually received by the Borrower 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)(ii)), (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 Revolving 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 Borrower 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 Borrower shall deliver a certificate
      of a
      Responsible Officer of the Borrower to the Administrative Agent promptly
      following receipt of any such proceeds setting forth the Borrower’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 Borrower 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 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 $75 million of
      such
      proceeds shall not constitute Net Proceeds, and (D) proceeds from the sale
      or
      other disposition of any ABL Assets (including any indirect sale or other
      disposition occurring by reason of the indirect sale or other disposition of
      the
      person that holds such ABL Assets) shall not constitute Net

     


    
      
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    Proceeds
      to the extent that the Revolving Credit Agreement requires that such proceeds
      be
      applied in payment of any obligations thereunder, and

     

    (b) 100%
      of
      the cash proceeds from the incurrence, issuance or sale by the Borrower 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 Borrower or any Affiliate of the Borrower
      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.

     

    “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.

     

    “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).

     

    “Other
      Term Loans”
shall
      have the meaning assigned to such term in Section 2.21.

     

    “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). 

     

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

     


    
      
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    “Perfection
      Certificate”
shall
      mean the Perfection Certificate with respect to Borrower 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 Borrower and its Subsidiaries shall be in Pro Forma Compliance after giving
      effect to such acquisition or investment and any related transactions; (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 the
      Borrower or a Domestic Subsidiary, shall be merged into the 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 Borrower 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
      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;

     


    
      
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    (d)
      commercial
      paper, maturing not more than one year after the date of acquisition, issued
      by
      a corporation (other than an Affiliate of the 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;

     

    (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 Borrower
      and the Subsidiaries, on a consolidated basis, as of the end of the Borrower’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
      Receivables Documents”
shall
      mean all documents and agreements evidencing, relating to or otherwise governing
      a Permitted Receivables Financing.

     

    “Permitted
      Receivables Financing”
shall
      mean one or more transactions pursuant to which (i) Receivables Assets or
      interests therein are sold to or financed by one or more Special Purpose
      Receivables Subsidiaries, and (ii) such Special Purpose Receivables Subsidiaries
      finance their acquisition of such Receivables Assets or interests therein,
      or
      the financing thereof, by selling or borrowing against Receivables Assets;
      provided
      that (A)
      recourse to the Borrower or any Subsidiary (other than the Special Purpose
      Receivables Subsidiaries) in connection with such transactions shall be limited
      to the extent customary for similar transactions in the applicable jurisdictions
      (including, to the extent applicable, in a manner consistent with the delivery
      of a “true sale”/“absolute transfer” opinion with respect to any transfer by the
      Borrower or any Subsidiary (other than a Special Purpose Receivables
      Subsidiary), and (B) the aggregate Receivables Net Investment since the Closing
      Date shall not exceed $100 million at any time. 

     


    
      
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    “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 Term C 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 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 Facilities, 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 Borrower
      or
      any ERISA Affiliate, or (iii) in respect of which Holdings, the Borrower, 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.

     


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

     

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

     

    “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, June 2006, September 2006, and
      December 2006, and any restructurings of the business of the Borrower 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 Borrower determines are reasonable as set forth in a
      certificate of a Financial Officer of the Borrower (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 2.11(b), 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
      and
      amounts outstanding under any Permitted Receivables Financing, 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 2.11(b), 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

     


    
      
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    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 Borrower 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 Borrower 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
      Borrower 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 Borrower, and (2) all
      adjustments reflected in the Pro Forma Financial Statements and Pro
      Forma Adjusted EBITDA to the extent such adjustments, without duplication,
      continue to be applicable.
      The
      Borrower shall deliver to the Administrative Agent a certificate of a Financial
      Officer of the Borrower 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 the Borrower (together with its
      Subsidiaries on a consolidated basis) shall be in compliance, on a Pro Forma
      Basis after giving effect on a Pro Forma Basis to the relevant transactions
      (including the assumption, the issuance, incurrence and permanent repayment
      of
      Indebtedness), with a Total Net First Lien Leverage Ratio not to exceed 4.00
      to
      1.00, recomputed as at the last day of the most recently ended fiscal quarter
      of
      the Borrower and its Subsidiaries for which the financial statements and
      certificates required pursuant to Section 5.04 have been delivered, and the
      Borrower shall have delivered to the Administrative Agent a certificate of
      a
      Responsible Officer of the Borrower 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).

     

    “Projections”
shall
      mean the projections of Holdings, the Borrower 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 Borrower or any of the Subsidiaries prior to the Closing
      Date.

     

    “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 Borrower that is a limited liability
      company, that (a)
      is in
      compliance with Section 6.11 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 6.11 and the primary asset of which
      consists of Equity Interests in a Foreign Subsidiary.

     

    


    “Qualified
      Equity Interests”
means
      any Equity Interests 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.

     

    “Receivables
      Assets”
shall
      mean accounts receivable (including any bills of exchange) and related assets
      and property from time to time originated, acquired or otherwise owned by the
      Borrower or any Subsidiary.

     

    “Receivables
      Net Investment”
shall
      mean the aggregate cash amount paid by the lenders or purchasers under any
      Permitted Receivables Financing in connection with their purchase of, or the
      making of loans secured by, Receivables Assets or interests therein, as the
      same
      may be reduced from time to time by collections with respect to such Receivables
      Assets or otherwise in accordance with the terms of the Permitted Receivables
      Documents (but excluding any such collections used to make payments of items
      included in clause (c) of the definition of Interest Expense); provided,
      however,
      that if
      all or any part of such Receivables Net Investment shall have been reduced
      by
      application of any distribution and thereafter such distribution is rescinded
      or
      must otherwise be returned for any reason, such Receivables Net Investment
      shall
      be increased by the amount of such distribution, all as though such distribution
      had not been made.

     

    “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.

     


    
      
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    “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.

     

    “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.

     

    “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.

     

    “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 having Loans outstanding that represent more than
      50%
      of all Loans outstanding. The Loans 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%. 

     

    “Required
      Prepayment Date”
shall
      have the meaning assigned to such term in Section 2.11(d).

     

    “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.

     


    
      
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    “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).

     

    “Revolving
      Credit Agreement”
shall
      mean that certain Amended and Restated Revolving Credit Agreement dated as
      of
      the date hereof among Holdings, the Borrower, certain subsidiaries of the
      Borrower party thereto, the lenders and agents party thereto and Bank of
      America, as administrative agent, 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.
      

     

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

     

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

     

    “Revolving
      Facility Secured Parties”
shall
      have the meaning assigned thereto in the Senior Lender Intercreditor
      Agreement.

     

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

     

    “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
      Borrower pursuant to the Second Lien Notes Indenture and any notes 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 Borrower, 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 Revolving
      Credit Agreement and the “Collateral Agent” under the Revolving 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.

     

    “Series”
has
      the
      meaning set forth in Section 2.21.

     


    
      
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    “Special
      Purpose Receivables Subsidiary”
shall
      mean a direct or indirect Subsidiary of the Borrower established in connection
      with a Permitted Receivables Financing for the acquisition of Receivables Assets
      or interests therein, and which is organized in a manner intended to reduce
      the
      likelihood that it would be substantively consolidated with Holdings, the
      Borrower or any of the Subsidiaries (other than Special Purpose Receivables
      Subsidiaries) in the event Holdings, the Borrower or any such Subsidiary becomes
      subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency
      law).

     

    “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 Borrower.
      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 Borrower or any of its Subsidiaries for purposes of
      this
      Agreement.

     

    “Subsidiary
      Loan Party”
shall
      mean (a) each Domestic Subsidiary of the Borrower on the Closing Date and (b)
      each Domestic Subsidiary of the Borrower 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. 

     

    “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

     


    
      
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    on
      account of services provided by current or former directors, officers, employees
      or consultants of Holdings, the Borrower or any of the Subsidiaries shall be
      a
      Swap Agreement.

     

    “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
      Borrowing”
shall
      mean any Term C Borrowing or any Incremental Term Borrowing.

     

    “Term
      C
      Borrowing”
shall
      mean a Borrowing comprised of Term C Loans.

     

    “Term
      C
      Facility”
shall
      mean the Term C Loan Commitments and the Term C Loans made
      hereunder.

     

    “Term
      C
      Facility Maturity Date”
shall
      mean April 3, 2015.

     

    “Term
      C
      Loan”
shall
      have the meaning assigned to such term in Section 2.01(a).

     

    “Term
      C
      Loan Commitment”
shall
      mean with respect to each Lender, the commitment of such Lender to make Term
      C
      Loans as set forth in Section 2.01(a) or Incremental Term Loans in the form
      of Term C Loans as set forth in Section 2.01(b). The initial amount of each
      Lender’s Term C Loan 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 Term C Loan Commitment (or its
      Incremental Term Commitment), as applicable. The aggregate amount of the Term
      C
      Loan Commitments on the Closing Date is $1,200 million.

     

    “Term
      C
      Loan Installment Date”
shall
      have the meaning assigned to such term in Section 2.10(a)(i).

     

    “Term
      C
      Loans”
shall
      mean the term loans made by the Lenders to the Borrower pursuant to
      Section 2.01(a) and any Incremental Term Loans in the form of Term C Loans
      made by the Incremental Term Lenders to the Borrower pursuant to
      Section 2.01(b).

     

    “Term
      Facility”
shall
      mean the Term C Facility and/or any or all of the Incremental Term
      Facilities.

     

    “Term
      Facility Maturity Date”
shall
      mean the latest of the Term C Facility Maturity Date and any Incremental Term
      Facility Maturity Date.

     

    “Term
      Loan Conversion Notice”
shall
      have the meaning assigned to such term in Section 2.01(a).

     


    
      
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    “Term
      Loan Installment Date”
shall
      mean any Term C Loan Installment Date or any Incremental Term Loan Installment
      Date.

     

    “Term
      Loans”
shall
      mean the Term C Loans and/or the Incremental Term Loans.

     

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

     

    “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 Borrower 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 Revolving 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, Fund Affiliates, Holdings,
      the Borrower (or any direct or indirect parent of the Borrower) 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
      determined. For purposes hereof, the term “Rate”
shall
      include the Adjusted LIBO Rate and the ABR.

     

    “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.

     

    “U.S.
      Bankruptcy Code”
shall
      mean Title 11 of the United States Code, as amended, or any similar federal
      or
      state law for the relief of debtors.

     


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

     

    “Unrestricted
      Subsidiary”
shall
      mean (i) any subsidiary of the Borrower identified on Schedule 1.01(i) and
      (ii)
      any subsidiary of the Borrower that is acquired or created after the Closing
      Date and designated by the Borrower as an Unrestricted Subsidiary hereunder
      by
      written notice to the Administrative Agent; provided,
      that
      the Borrower 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
      Borrower 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 Borrower 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 Borrower or any of its Subsidiaries
      in
      such Subsidiary, the Borrower shall designate such entity as an Unrestricted
      Subsidiary in a written notice to the Administrative Agent. The Borrower 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 Borrower, (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 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 Borrower shall have delivered
      to
      the Administrative Agent an officer’s certificate executed by a Responsible
      Officer of the Borrower, certifying to the best of such officer’s knowledge,
      compliance with the requirements of preceding clauses (i) through (iii),
      inclusive. 

     

    “Waivable
      Mandatory Prepayment”
shall
      have the meaning assigned to such term in Section 2.11(d).

     

    “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.

     


    
      
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    “Working
      Capital”
shall
      mean, with respect to the Borrower 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 Borrower notifies the Administrative Agent that the Borrower 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
      Borrower that the Required Lenders request an amendment to any provision hereof
      for such purpose), regardless of whether any such notice is given before or
      after such change in GAAP or in the application thereof, then such provision
      shall be interpreted on the basis of GAAP as in effect and applied immediately
      before such change shall have become effective until such notice shall have
      been
      withdrawn or such provision amended in accordance herewith.

     

    SECTION
      1.03. Effectuation
      of Transactions

     

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

     

    SECTION
      1.04. 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: 

     


    
      
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    (a) Each
      Lender having a Term C Loan Commitment agrees to make a single loan (a
“Term
      C
      Loan”)
      to the
      Borrower on the Closing Date in a principal amount not to exceed its Term C
      Loan
      Commitment.

     

    (b) Each
      Lender having an Incremental Term Loan Commitment agrees, subject to the terms
      and conditions set forth in the applicable Incremental Assumption Agreement,
      to
      make Incremental Term Loans to the Borrower, in an aggregate principal amount
      not to exceed its Incremental Term Loan Commitment. 

     

    SECTION
      2.02. Loans
      and
      Borrowings

     

    .
      i)
      Each
      Loan shall be made as part of a Borrowing consisting of Loans under the same
      Facility and of the same Type made by the Lenders ratably in accordance with
      their respective Commitments under the applicable Facility. 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 shall be comprised entirely of ABR Loans or
      Eurocurrency Loans as the Borrower may request in accordance herewith. 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 Borrower
      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) Notwithstanding
      any other provision of this Agreement, the Borrower shall not 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 Term Facility Maturity
      Date.

     

    SECTION
      2.03. Requests
      for Borrowings

     

    .
      To
      request a Borrowing, the 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. Each
      such telephonic Borrowing Request shall be irrevocable and shall be confirmed
      promptly by hand delivery or telecopy to the Administrative Agent of a written
      Borrowing Request in a form approved by the Administrative Agent and signed
      by
      the Borrower. Each such telephonic and written Borrowing Request shall specify
      the following information in compliance with Section 2.02:

     

    (i) the
      aggregate amount of 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;

     


    
      
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    (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
      Interest Period is specified with respect to any requested Eurocurrency
      Borrowing, then the Borrower shall be deemed to have selected an Interest Period
      of one month’s duration. Promptly following receipt of a Borrowing Request in
      accordance with this Section, the Administrative Agent shall advise each Lender
      of the details thereof and of the amount of such Lender’s Loan to be made as
      part of the requested Borrowing.

     

    SECTION
      2.04. [Reserved]

     

    .
      

     

    SECTION
      2.05. [Reserved]

     

    .

     

    SECTION
      2.06. Funding
      of Borrowings

     

    .
      ii)
      Each
      Lender shall make each Term 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. The Administrative Agent will make
      such Loans available to the Borrower by promptly crediting the amounts so
      received, in like funds, to an account of the Borrower maintained with the
      Administrative Agent in New York City.

     

    (b) Unless
      the Administrative Agent shall have received notice from a Lender prior to
      the
      proposed date of any Borrowing that such Lender will not make available to
      the
      Administrative Agent such Lender’s share of such Borrowing, the Administrative
      Agent may assume that such Lender has made such share available on such date
      in
      accordance with paragraph (a) of this Section and may, in reliance upon
      such assumption, make available to the Borrower a corresponding amount. In
      such
      event, if a Lender has not in fact made its share of the applicable Borrowing
      available to the Administrative Agent, then the applicable Lender and the
      Borrower severally agree to pay to the Administrative Agent forthwith on demand
      (without duplication) such corresponding amount with interest thereon, for
      each
      day from and including the date such amount is made available to the Borrower
      to
      but excluding the date of payment to the Administrative Agent, at (i) in the
      case of such Lender, the Federal Funds Effective Rate and a rate determined
      by
      the Administrative Agent in accordance with banking industry rules on interbank
      compensation or (ii) in the case of the Borrower, the interest rate applicable
      to ABR Loans 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

     

    .
      iii)
      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, the 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. The Borrower may elect
      different options with respect

     


    
      
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    to
      different portions of the affected Borrowing, in which case each such portion
      shall be allocated ratably among the Lenders holding the Loans comprising such
      Borrowing, and the Loans comprising each such portion shall be considered a
      separate Borrowing.

     

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

     

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

     

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

     

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

     

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

     

    (e) If
      the
      Borrower fails to deliver a timely Interest Election Request with respect to
      a
      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 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,

     


    
      
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    each
      Eurocurrency Borrowing shall be converted to an ABR Borrowing at the end of
      the
      Interest Period applicable thereto.

     

    SECTION
      2.08. Termination
      of Term C Loan Commitments

     

    .
      iv)
      The
      parties hereto acknowledge that the Term C Loan Commitment will terminate at
      5
      p.m., Local Time, on the Closing Date.

     

    (b) The
      Borrower may at any time terminate, or from time to time reduce, the Commitments
      under the Term Facility; provided,
      that
      each reduction of the Commitments under the Term Facility shall be in an amount
      that is an integral multiple of $1.0 million and not less than $5.0 million.
      Any
      termination or reduction of the Commitments shall be permanent. Each reduction
      of the Commitments under the Term Facility shall be made ratably among the
      Lenders in accordance with their respective Commitments under the Term
      Facility.

     

    SECTION
      2.09. Repayment
      of Loans; Evidence of Debt

     

    .
      v)
      The
      Borrower hereby unconditionally promises to pay to the Administrative Agent
      for
      the account of each Lender the then unpaid principal amount of each Term Loan
      of
      such Lender as provided in Section 2.10.

     

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

     

    (c) The
      Administrative Agent shall maintain accounts in which it shall record (i) the
      amount of each Loan made hereunder, the Facility and 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 Borrower 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
      Borrower to repay the Loans in accordance with the terms of this
      Agreement.

     

    (e) Any
      Lender may request that Loans made by it be evidenced by a promissory note
      (a
“Note”).
      In
      such event, the Borrower shall prepare, execute and deliver to such Lender
      a
      promissory note payable to the order of such Lender (or, if requested by such
      Lender, to such Lender and its registered assigns) and in a form approved by
      the
      Administrative Agent and reasonably acceptable to the Borrower. 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).

     


    
      
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    SECTION
      2.10. Repayment
      of Term C Loans

     

    .
      vi)  Subject
      to the other paragraphs of this Section, (i) the Borrower shall repay Term
      C
      Borrowings on each date set forth below in the aggregate principal amount set
      forth opposite such date (each such date being referred to as a “Term
      C
      Loan Installment Date”):

     

    
      	
              Date

            	
              Amount
                of Term C Borrowings to Be Repaid

            
	
              June
                30, 2007

            	
              $3,000,000

            
	
              September
                30, 2007

            	
              $3,000,000

            
	
              December
                31, 2007

            	
              $3,000,000

            
	
              March
                31, 2008

            	
              $3,000,000

            
	
              June
                30, 2008

            	
              $3,000,000

            
	
              September
                30, 2008

            	
              $3,000,000

            
	
              December
                31, 2008

            	
              $3,000,000

            
	
              March
                31, 2009

            	
              $3,000,000

            
	
              June
                30, 2009

            	
              $3,000,000

            
	
              September
                30, 2009

            	
              $3,000,000

            
	
              December
                31, 2009

            	
              $3,000,000

            
	
              March
                31, 2010

            	
              $3,000,000

            
	
              June
                30, 2010

            	
              $3,000,000

            
	
              September
                30, 2010

            	
              $3,000,000

            
	
              December
                31, 2010

            	
              $3,000,000

            
	
              March
                31, 2011

            	
              $3,000,000

            
	
              June
                30, 2011

            	
              $3,000,000

            
	
              September
                30, 2011

            	
              $3,000,000

            
	
              December
                31, 2011

            	
              $3,000,000

            
	
              March
                31, 2012

            	
              $3,000,000

            
	
              June
                30, 2012

            	
              $3,000,000

            
	
              September
                30, 2012

            	
              $3,000,000

            
	
              December
                31, 2012

            	
              $3,000,000

            
	
              March
                31, 2013

            	
              $3,000,000

            
	
              June
                30, 2013

            	
              $3,000,000

            
	
              September
                30, 2013

            	
              $3,000,000

            
	
              December
                31, 2013

            	
              $3,000,000

            
	
              March
                31, 2014

            	
              $3,000,000

            
	
              June
                30, 2014

            	
              $3,000,000

            
	
              September
                30, 2014

            	
              $3,000,000

            
	
              December
                31, 2015

            	
              $3,000,000

            
	
              March
                31, 2015

            	
              $3,000,000

            
	
              Term
                C Facility Maturity Date

            	
              $1,104,000,000
                or remainder

            
	 	 
	 	 


    

    (ii) in
      the
      event that any Incremental Term Loans are made on an Increased Amount Date,
      the
      Borrower shall repay such Incremental Term Loans on the dates and
      in

     


    
      
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    the
      amounts set forth in the Incremental Assumption Agreement (each such date being
      referred to as an “Incremental
      Term Loan Installment Date”);
      and

     

    (iii) to
      the
      extent not previously paid, outstanding Loans shall be due and payable on the
      applicable Term Facility Maturity Date.

     

    (b) [Reserved].

     

    (c) Prepayment
      of the Loans from:

     

    (i) all
      Net
      Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to
      Section 2.11(c) shall be applied to the Loans pro
      rata
      among
      the Term Facilities, with the application thereof in direct order to amounts
      due
      on the next succeeding Term Loan Installment Dates under the applicable Term
      Facilities. 

     

    (ii) any
      optional prepayments of the Loans pursuant to Section 2.11(a) shall be
      applied as the Borrower may direct.

     

    (d) Any
      mandatory prepayment of Loans pursuant to Section 2.11(b) or (c) shall be
      applied so that the aggregate amount of such prepayment is allocated among
      the
      Term C Loans and Other Term Loans, if any, pro
      rata
      based on
      the aggregate principal amount of outstanding Term C Loans and Other Term Loans,
      if any (unless, with respect to Other Term Loans, the Incremental Assumption
      Agreement relating thereto does not so require) irrespective of whether such
      outstanding Loans are ABR Loans or Eurodollar Rate Loans; provided, that
      if
      no Lenders exercise the right to waive a given mandatory prepayment of the
      Loans
      pursuant to Section 2.11(d), then, with respect to such mandatory prepayment,
      prior to the repayment of any Term Loan, the Borrower may 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 2:00 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 ratably to the Loans included in
      the
      repaid Borrowing. Repayments of Loans shall be accompanied by accrued interest
      on the amount repaid.

     

    SECTION
      2.11. Prepayment
      of Loans

     

    .
      vii)
      The
      Borrower 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) The
      Borrower shall apply all Net Proceeds promptly upon receipt thereof to prepay
      Loans in accordance with paragraphs (c) and (d) of Section 2.10.
      Notwithstanding the foregoing, the Borrower may retain Net Proceeds pursuant
      to
      clause (b) of the definition thereof, provided, that the Total Net First Lien
      Leverage Ratio on the last day of the Borrower’s then most recently completed
      fiscal quarter for which financial statements are available shall be less than
      or equal to 2.00 to 1.00.

     


    
      
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    (c) Not
      later
      than 90 days after the end of each Excess Cash Flow Period, the Borrower shall
      calculate Excess Cash Flow for such Excess Cash Flow Period and shall apply
      an
      amount equal to (i) the Required Percentage of such Excess Cash Flow,
minus
      (ii) to
      the extent not financed, using the proceeds of, without duplication, the
      incurrence of Indebtedness and the sale or issuance of any Equity Interests
      (including any capital contributions), the amount of any voluntary prepayments
      during such Excess Cash Flow Period of Loans to prepay Loans in accordance
      with
      paragraphs (c) and (d) of Section 2.10; provided,
      that the
      amounts of any such prepayments made after the Original Effective Date and
      prior
      to October 1, 2006 shall be treated for the purposes of this section 2.11(c)(ii)
      as if such amounts were prepaid during the Excess Cash Flow Period ending
      September 30, 2007. Not later than the date on which the Borrower is required
      to
      deliver financial statements with respect to the end of each Excess Cash Flow
      Period under Section 5.04(a), the Borrower will deliver to the
      Administrative Agent a certificate signed by a Financial Officer of the Borrower
      setting forth the amount, if any, of Excess Cash Flow for such fiscal year
      and
      the calculation thereof in reasonable detail.

     

    (d) Anything
      contained herein to the contrary notwithstanding, in the event the Borrower
      is
      required to make any mandatory prepayment including, for the avoidance of doubt,
      payments under Section 2.10(a) (a “Waivable
      Mandatory Prepayment”)
      of the
      Loans, not less than three Business Days prior to the date (the “Required
      Prepayment Date”)
      on
      which the Borrower elects (or is otherwise required) to make such Waivable
      Mandatory Prepayment, the Borrower shall notify Administrative Agent of the
      amount of such prepayment, and Administrative Agent will promptly thereafter
      notify each Lender holding an outstanding Term Loan of the amount of such
      Lender’s pro
      rata
      share of
      such Waivable Mandatory Prepayment and such Lender’s option to refuse such
      amount. Each such Lender may exercise such option by giving written notice
      to
      the Administrative Agent of its election to do so on or before the second
      Business Day prior to the Required Prepayment Date (it being understood that
      any
      Lender which does not notify the Administrative Agent of its election to
      exercise such option on or before the first Business Day prior to the Required
      Prepayment Date shall be deemed to have elected, as of such date, not to
      exercise such option). On the Required Prepayment Date, the Borrower shall
      pay
      to Administrative Agent the amount of the Waivable Mandatory Prepayment, which
      amount shall be applied (i) in an amount equal to that portion of the Waivable
      Mandatory Prepayment payable to those Lenders that have elected not to exercise
      such option (each, a “Declining
      Lender”),
      to
      prepay the Loans of such Declining Lenders (which prepayment shall be applied
      to
      the scheduled Installments of principal of the Loans in accordance with Section
      2.11(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory
      Prepayment otherwise payable to those Lenders that have elected to exercise
      such
      option, to the Borrower.

     

    SECTION
      2.12. Fees

     

    .
      viii)
      The
      Borrower agrees to pay to the Administrative Agent, for the account of the
      Administrative Agent, the agency 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”).

     

    (b) 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.
      Once paid, none of the Fees shall be refundable under any
      circumstances.

     


    
      
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    Section
      2.13. Interest

     

    .
      ix)
      The
      Loans comprising each ABR Borrowing shall bear interest at the ABR plus the
      Applicable Margin.

     

    (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 Borrower hereunder is not paid when due, whether at stated
      maturity, upon acceleration or otherwise, such overdue amount shall bear
      interest, after as well as before judgment, at a rate per annum equal to (i)
      in
      the case of overdue principal of any Loan, 2% plus the rate otherwise applicable
      to such Loan as provided in the preceding paragraphs of this Section or
      (ii) in the case of any 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) on the Term Facility Maturity Date; provided,
      that
      (x) interest accrued pursuant to paragraph (c) of this Section shall
      be payable on demand, (y) in the event of any repayment or prepayment of any
      Loan, accrued interest on the principal amount repaid or prepaid shall be
      payable on the date of such repayment or prepayment, and (z) 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 Borrower and the Lenders
      by telephone or telecopy as promptly as practicable thereafter and, until the
      Administrative Agent notifies the Borrower and the Lenders that the
      circumstances giving rise to such notice no longer

     


    
      
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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

     

    .
      x)
      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

     

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

     

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

     

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

     

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

     

    (d) Promptly
      after any Lender has determined that it will make a request for increased
      compensation pursuant to this Section 2.15, such Lender shall notify the
      Borrower thereof. Failure or delay on the part of any Lender to demand
      compensation pursuant to this Section 2.15 shall not constitute a waiver of
      such
      Lender’s right to demand such compensation; provided,
      that
      the Borrower shall not be required to compensate a Lender pursuant to this
      Section 2.15 for any increased costs or reductions incurred more than 180 days
      prior to the date that such Lender notifies the Borrower of the Change in Law
      giving rise to such increased costs or reductions and of such Lender’s intention
      to claim compensation therefor; provided,
      further,
      that,

     


    
      
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    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 the Borrower pursuant to Section 2.19,
      then, in any such event, the Borrower 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 shall
      be delivered to the Borrower and shall be conclusive absent manifest error.
      The
      Borrower shall pay such Lender the amount shown as due on any such certificate
      within 10 days after receipt thereof.

     

    SECTION
      2.17. Taxes

     

    .
      xi)
      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 or any Lender, as applicable, receives an amount equal
      to the sum it would have received 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 and each Lender, within 10 days
      after written demand therefor, for the full amount of any
      Indemnified

     


    
      
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    Taxes
      or
      Other Taxes paid by the Administrative Agent or such Lender, 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 by the
      Administrative Agent on its own behalf, on behalf of another Agent or on behalf
      of a Lender, shall be conclusive absent manifest error.

     

    (d) As
      soon
      as practicable after any payment of Indemnified Taxes or Other Taxes by 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 the Borrower is located, or any
      treaty to which such jurisdiction is a party, with respect to payments under
      this Agreement shall deliver to the Borrower (with a copy to the Administrative
      Agent), 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
      Borrower 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 Borrower 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 Borrower 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 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 the
      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

     


    
      
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    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 Borrower 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 Borrower at any time it determines
      that it is no longer in a position to provide any previously delivered
      certificate to the Borrower (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 Borrower 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

     

    .
      xii)
      Unless
      otherwise specified, the Borrower shall make each payment required to be made
      by
      it hereunder (whether of principal, interest or fees, or of amounts payable
      under Section 2.15, 2.16, or 2.17, or otherwise) prior to 2:00 p.m., Local
      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 Borrower by the Administrative Agent, 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

     


    
      
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    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 Borrower to pay fully all amounts of principal, interest and
      fees
      then due from the Borrower hereunder, such funds shall be applied (i) first,
      towards payment of interest and fees then due from the Borrower hereunder,
      ratably among the parties entitled thereto in accordance with the amounts of
      interest and fees then due to such parties, and (ii) second, towards payment
      of
      principal then due from such Borrower hereunder, ratably among the parties
      entitled thereto in accordance with the amounts of principal then due to such
      parties.

     

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

     

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

     

    .
      xiii)  If
      any Lender requests compensation under Section 2.15, or if the Borrower is
      required to pay any additional amount to any Lender or any Governmental
      Authority for the account of any Lender pursuant to Section 2.17, 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 Borrower hereby agrees to pay all reasonable
      costs and expenses incurred by any Lender in connection with any such
      designation or assignment.

     

    (b) If
      any
      Lender requests compensation under Section 2.15, or if the Borrower is
      required to pay any additional amount to any Lender or any Governmental
      Authority for the account of any Lender pursuant to Section 2.17, or is a
      Defaulting Lender, then the Borrower may, at its sole expense and effort, upon
      notice to such Lender and the Administrative Agent, require such Lender to
      assign and delegate, without recourse (in accordance with and subject to the
      restrictions contained in Section 9.04), all its interests, rights and
      obligations under this Agreement to an assignee that shall assume such
      obligations (which assignee may be another Lender, if a Lender accepts such
      assignment); provided,
      that
      (i) the Borrower shall have received the prior written consent of the
      Administrative Agent, which consent shall not unreasonably be withheld, (ii)
      such Lender shall have received payment of an amount equal to the outstanding
      principal of its Loans, accrued interest thereon, accrued fees and all other
      amounts payable to it hereunder, from the assignee (to the extent of such
      outstanding principal and accrued interest and fees) or the Borrower (in the
      case of 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 Borrower 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 Borrower 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 the
      Administrative Agent (unless such assignee is a Lender, an Affiliate of a Lender
      or an Approved Fund); provided,
      that:
      (i) all Obligations of the Borrower owing to such Non-Consenting Lender being
      replaced shall be paid in full to such Non-Consenting Lender concurrently with
      such assignment, and (ii) the replacement Lender shall purchase the foregoing
      by
      paying to such Non-Consenting Lender a

     


    
      
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    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 Borrower, 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 Borrower’s request, compliance with Section 9.04 shall not
      be required to effect such assignment.

     

    SECTION
      2.20. Illegality

     

    (a) .
      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 Borrower
      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 Borrower that the circumstances giving rise to such determination
      no longer exist. Upon receipt of such notice, the Borrower shall upon demand
      from such Lender (with a copy to the Administrative Agent), 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
      Lender may not lawfully continue to maintain such Loans. Upon any such
      prepayment or conversion, the Borrower shall also pay accrued interest on the
      amount so prepaid or converted. 

     

    SECTION
      2.21. Incremental
      Commitments

     

    .
      xiv)
      The
      Borrower may, by written notice to the Administrative Agent from time to time,
      request Incremental Term Loan Commitments, in an amount not to exceed the
      Incremental Amount from one or more Incremental Term Lenders (which may include
      any existing Lender) willing to provide such Incremental Term Loans in their
      own
      discretion; provided,
      that
      each Incremental Term Lender shall be subject to the approval of the
      Administrative Agent (which approval shall not be unreasonably withheld) unless
      such Incremental Term Lender is a Lender, an Affiliate of a Lender or an
      Approved Fund. Such notice shall set forth (i) the amount of the Incremental
      Term Loan Commitments being requested (which shall be in minimum increments
      of
      $5.0 million and a minimum amount of $25.0 million or equal to the remaining
      Incremental Amount), (ii) the date on which such Incremental Term Loan
      Commitments are requested to become effective (the “Increased
      Amount Date”),
      and
      (iii) whether such Incremental Term Loan Commitments are to be Term C Loan
      Commitments or commitments to make term loans with pricing and/or amortization
      terms different from the Term C Loans (“Other
      Term Loans”).
      

     

    (b) The
      Borrower and each Incremental Term 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 Term Loan Commitment of such Incremental Term Lender. Each
      Incremental Assumption Agreement shall specify the terms of the applicable
      Incremental Term Loans (all such Incremental Term Loans to be made pursuant
      to
      any Incremental Assumption Agreement, a “Series”);
      provided,
      that
      (i) the Other Term Loans shall rank pari
      passu
      or
      junior in right of payment and of security with the Term C Loans and, except
      as
      to pricing, amortization and final

     


    
      
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    maturity
      date, shall have (x) the same terms as the Term C Loans, as applicable, or
      (y)
      such other terms as shall be reasonably satisfactory to the Administrative
      Agent, (ii) the final maturity date of any Other Term Loans shall be no earlier
      than the Term Facility Maturity Date, and (iii) the weighted average life to
      maturity of any Other Term Loans shall be no shorter than the remaining weighted
      average life to maturity of the Term C Loans. Each of the parties hereto hereby
      agrees that upon the effectiveness of any Incremental Assumption Agreement
      this
      Agreement shall be amended to the extent (but only to the extent) necessary
      to
      reflect the existence and terms of the Incremental Term Loan Commitments
      evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment
      may be memorialized in writing by the Administrative Agent with the Borrower’s
      consent (not to be unreasonably withheld) and furnished to the other parties
      hereto.

     

    (c) Notwithstanding
      the foregoing, no Incremental Term Loan Commitment shall become effective under
      this Section 2.21 unless (i) on the date of such effectiveness, the
      representations and warranties set forth in the Article III shall be true and
      correct in all material respects as of such date, 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, immediately after giving effect
      to
      such Borrowing, no Event of Default or Default shall have occurred and be
      continuing or would result therefrom, and the Administrative Agent shall have
      received a certificate to that effect dated such date and executed by a
      Responsible Officer of the Borrower, and (ii) the Administrative Agent shall
      have received customary legal opinions, board resolutions and other customary
      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 Article IV and such
      additional customary 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 Incremental
      Term
      Loans are secured by the Collateral ratably with (or, to the extent agreed
      by
      the applicable Incremental Term Lenders in the applicable Incremental Assumption
      Agreement, junior to) the existing 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 that all Incremental Term
      Loans (other than Other Term Loans) in the form of additional Term C Loans,
      when
      originally made, are included in each Borrowing of outstanding Term C Loans
      on a
pro
      rata
      basis.
      The Borrower agrees 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
      Closing Date, the Borrower represents and warrants to each of the Lenders that:
      

     


    
      
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    SECTION
      3.01. Organization;
      Powers

     

    .
      Except
      as set forth on Schedule 3.01, each of Holdings, the Borrower and each of
      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 Borrower, to borrow
      and
      otherwise obtain credit hereunder.

     

    SECTION
      3.02. Authorization

     

    .
      The
      execution, delivery and performance by Holdings, the 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, the 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, the 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, the 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, the Borrower or any such Subsidiary Loan
      Party, other than the Liens created by the Loan Documents and Permitted
      Liens.

     

    SECTION
      3.03. Enforceability

     

    .
      This
      Agreement has been duly executed and delivered by Holdings and the Borrower
      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

     


    
      
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    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

     

    .
      xv)
      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. 

     

    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

     

    .
      xvi)  Each
      of Holdings, the Borrower 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

     


    
      
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    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 Borrower 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 Borrower 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 Borrower 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 Borrower 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

     

    .
      xvii)  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 or stock
      appreciation rights granted to employees or directors and directors’ qualifying
      shares) of any nature relating to any Equity Interests of Holdings, the Borrower
      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).
      

     

    SECTION
      3.09. Litigation;
      Compliance with Laws

     

    .
      xviii)  There
      are no actions, suits or proceedings at law or in equity or, to the knowledge
      of
      the Borrower, investigations by or on behalf of any Governmental Authority
      or in
      arbitration now pending, or, to the knowledge of Holdings or the Borrower,
      threatened in writing against or affecting Holdings or the Borrower 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 Borrower, 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

     


    
      
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    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

     

    .
      xix)  None
      of Holdings, the Borrower 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 Borrower 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
      Borrower will use the proceeds of the Term C Loans, together with other cash,
      to
      consummate the Refinancing, to pay the Transaction Expenses, and for general
      corporate purposes. 

     

    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 Borrower 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 Borrower 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 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 Borrower 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 Borrower and the Subsidiaries, there are no claims being asserted
      in writing with respect to any Taxes.

     


    
      
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    SECTION
      3.14. No
      Material Misstatements

     

    .
      xx)  All
      written information (other than the Projections, estimates and information
      of a
      general economic nature or general industry nature) (the “Information”)
      concerning Holdings, the Borrower, 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 Borrower or any of its 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 Borrower 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
      Borrower.

     

    SECTION
      3.15. Employee
      Benefit Plans

     

    .
      xxi)  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 Borrower, 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 $50.0 million; (iv) no ERISA Event
      has
      occurred or is reasonably expected to occur; and (v) none of the Borrower,
      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.

     

    (b) Each
      of
      Holdings, the Borrower 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 Borrower or any of its Subsidiaries, and
      there are no judicial, administrative or other actions, suits or proceedings
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    knowledge,
      threatened which allege a violation of or liability under any Environmental
      Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii)
      each of the Borrower and its 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 Borrower’s knowledge, no Hazardous Material is located at, on or
      under any property currently owned, operated or leased by the Borrower or any
      of
      its Subsidiaries that would reasonably be expected to give rise to any cost,
      liability or obligation of the Borrower or any of its Subsidiaries under any
      Environmental Laws, and no Hazardous Material has been generated, owned,
      treated, stored, handled or controlled by the Borrower or any of its
      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 Borrower or any of its Subsidiaries under any Environmental Laws, and
      (iv) there are no agreements in which the Borrower or any of its Subsidiaries
      has 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

     

    .
      xxii)  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).

     

    (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).

     


    
      
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    (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, neither the Borrower nor 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

     

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

     

    (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
      Borrower and the Subsidiary Loan Parties and the addresses thereof. As of the
      Closing Date, Holdings, the Borrower 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

     

    .
      xxiv)  Immediately
      after giving effect to the Transactions on the Closing Date, (i) the fair value
      of the assets of the Borrower (individually) and Holdings, the Borrower and
      its
      Subsidiaries on a consolidated basis, at a fair valuation, will exceed the
      debts
      and liabilities, direct, subordinated, contingent or otherwise, of the
      Borrower

     


    
      
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    (individually)
      and Holdings, the Borrower and its Subsidiaries on a consolidated basis,
      respectively; (ii) the present fair saleable value of the property of the
      Borrower (individually) and Holdings, the Borrower and its Subsidiaries on
      a
      consolidated basis will be greater than the amount that will be required to
      pay
      the probable liability of the Borrower (individually) and Holdings, the Borrower
      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 Borrower
      (individually) and Holdings, the Borrower 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 Borrower (individually) and Holdings, the Borrower 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 the Borrower intends to, and neither Holdings
      nor the 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 Borrower or any of the Subsidiaries;
      (b) the hours worked and payments made to employees of Holdings, the Borrower
      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 Borrower or any of the Subsidiaries or for which any claim
      may be made against Holdings, the Borrower 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 Borrower
      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 Borrower or
      any
      of the Subsidiaries (or any predecessor) is a party or by which Holdings, the
      Borrower or any of the Subsidiaries (or any predecessor) is bound.

     

    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 Borrower 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
      Borrower and each of its Subsidiaries owns, or possesses the right to use,
      all
      of the patents,

     


    
      
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    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 Borrower, 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 Borrower
      or
      its 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 Borrower, 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.

     

     

    ARTICLE
      IV

     

    Conditions
      of Lending

    The
      obligations of the Lenders to make Loans hereunder are subject to the
      satisfaction of the following conditions:

     

    (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.

     

    (b) The
      Administrative Agent shall have received, on behalf of itself and the Lenders
      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 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) and (iv)
      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

     


    
      
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    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,

     

    (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 Borrower, 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;

     


    
      
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    (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; and

     

    (iv) such
      other documents as the Administrative Agent and the Lenders 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 Borrower’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 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
      Borrower and the Subsidiaries shall have outstanding no Indebtedness other
      than
      (i) the Loans under this Agreement, (ii) the Senior Subordinated Notes, (iii)
      the Second Lien Notes, (iv) the extensions of credit under the Revolving Credit
      Agreement, 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 Borrower confirming the solvency
      of
      Borrower 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,
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    extent
      invoiced, reimbursement or payment of all reasonable out-of-pocket expenses
      (including reasonable fees, charges and disbursements of Latham & Watkins
      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,
      and (iii) the Revolving 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.

     

    (k) The
      Administrative Agent shall have received 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).

     

    (l) the
      conditions in Section 6.3(a) of the Merger Agreement (but only with respect
      to
      representations and warranties that are material to the interests of the
      Lenders) shall be satisfied, and the representations and warranties made in
      Sections 3.01(b) and (d), 3.02(a), 3.03, 3.10, 3.11 and 3.24 shall be true
      and
      correct in all material respects.

     

    For
      purposes of determining compliance with the conditions specified in this Article
      IV, 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
      Borrower 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) shall have been paid in full, unless the Required Lenders shall
      otherwise consent in writing, the Borrower will, and will cause each of the
      Material Subsidiaries to:

     

    SECTION
      5.01. Existence;
      Businesses and Properties

     

    (a) .
      (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
      Borrower, 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

     


    
      
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    Borrower
      or a Wholly Owned Subsidiary of the Borrower 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

     

    .
      xxv)  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:

     

    (i) none
      of
      the Administrative Agent, 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, 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 Borrower, 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, and
      their agents and employees; and

     


    
      
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    (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 Borrower 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 Borrower 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 Borrower 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
      Borrower 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 Borrower and its
      Subsidiaries on a consolidated basis in accordance with GAAP (it being
      understood that the delivery by the Borrower of annual reports on Form 10-K
      of
      the Borrower and its consolidated Subsidiaries shall satisfy the 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 Borrower 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
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    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 Borrower on behalf of the Borrower as fairly
      presenting, in all material respects, the financial position and results of
      operations of the Borrower 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 Borrower
      of
      quarterly reports on Form 10-Q of the Borrower 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 Borrower (i) certifying
      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)
      setting forth the calculation and uses of the Cumulative Credit for the fiscal
      period then ended if the Borrower shall have used the Cumulative Credit for
      any
      purpose during such fiscal period, (iii) certifying 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 (iv) certifying 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 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 Borrower 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 Borrower;

     

    (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 Borrower 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
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    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 Borrower 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 Borrower, 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 Borrower and the incurrence of Indebtedness for borrowed
      money (and, without limitation on the foregoing, does not have any subsidiaries
      other than the Borrower and the Borrower’s Subsidiaries and any direct or
      indirect parent companies of the Borrower 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 consistent with that described in paragraphs (a) and (b)
      of
      this Section 5.04 for the Borrower 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 Borrower, 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, Borrower or Subsidiaries becoming aware of any fact or condition
      which would reasonably be expected to result in an ERISA Event, Borrower shall
      deliver to Administrative Agent a summary of such facts and circumstances and
      any action it or Holdings or Subsidiaries intend to take regarding such facts
      or
      conditions.

     


    
      
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    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 Borrower 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;

     

    (b) 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 Borrower 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;

     

    (c) any
      other
      development specific to Holdings, the Borrower 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

     

    (d) 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, 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 permit any persons
      designated by the Administrative Agent or, upon the occurrence and during the
      continuance of an Event of Default, any Lender to visit and inspect the
      financial records and the properties of Holdings, the Borrower or any of the
      Subsidiaries at reasonable times, upon reasonable prior notice to Holdings
      or
      the Borrower, and as often as reasonably requested and to make extracts from
      and
      copies of such financial records, and permit any persons designated by the
      Administrative Agent or, upon the occurrence and during the continuance of
      an
      Event of Default, any Lender upon reasonable prior notice to Holdings or the
      Borrower to discuss the affairs, finances and condition of Holdings, the
      Borrower or any of the Subsidiaries with the officers thereof and independent
      accountants therefor (subject to reasonable requirements of confidentiality,
      including requirements imposed by law or by contract).

     

    SECTION
      5.08. Use
      of
      Proceeds

     

    .
      Use the
      proceeds of the Term C Loans, 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

     


    
      
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    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

     

    .
      xxvi)  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.

     

    (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 $5.0 million
      is
      acquired by the Borrower 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
      Collateral 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 Borrower 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 $5.0 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 Collateral 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

     


    
      
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    respect
      to each such Additional Mortgage, the Borrower 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 Borrower 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 Borrower 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,
      notify the Collateral Agent and the Lenders 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 Borrower 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 Collateral 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 Borrower or any of its Subsidiaries as a lessee under a lease,
      (ii)
      any vehicle, (iii) cash, deposit accounts and securities accounts, (iv) any
      Equity Interests acquired after the Closing Date (other than Equity Interests
      in
      the Borrower 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

     


    
      
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    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 Borrower 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.

     

     

    ARTICLE
      VI

     

    Negative
      Covenants

    The
      Borrower 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, unless the Required Lenders shall otherwise
      consent in writing, the Borrower 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 Borrower or any Subsidiary);

     

    (b) Indebtedness
      created hereunder and under the other Loan Documents and any Permitted
      Refinancing Indebtedness incurred to Refinance such Indebtedness;

     

    (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 Borrower 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 Borrower to Holdings or any Subsidiary and of any Subsidiary to Holdings,
      the Borrower or any other Subsidiary; provided,
      that
      (i) Indebtedness of any Subsidiary that is not a Subsidiary Loan Party owing
      to
      the Loan

     


    
      
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    Parties
      shall be subject to Section 6.04(b) and (ii) Indebtedness of the Borrower
      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”)
      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 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 Borrower 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, and (B) if immediately after giving effect to such
      acquisition, merger or consolidation, the assumption and incurrence of any
      Indebtedness and any related transactions, the Total Net First Lien Leverage
      Ratio of the Borrower on a Pro Forma Basis would be greater than 4.00 to 1.00,
      then the amount of Indebtedness incurred pursuant to this paragraph (h) shall
      not exceed the greater of $140 million and 4.00% 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;

     

    (i) Capital
      Lease Obligations, mortgage financings and purchase money Indebtedness incurred
      by the Borrower 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 Borrower 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; 

     


    
      
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    (j) Capital
      Lease Obligations incurred by the Borrower 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 Borrower 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;

     

    (l) Indebtedness
      of the Borrower pursuant to (i) the Second Lien Notes in an aggregate principal
      amount that is not in excess of $750.0 million, (ii) the Berry Senior
      Subordinated Notes in an aggregate principal amount that is not in excess of
      $425.0 million, (iii) the Covalence Senior Subordinated Notes in an aggregate
      principal amount that is not in excess of $265.0 million, (iv) the extensions
      of
      credit under the Revolving 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 Borrower 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 Borrower or any Subsidiary Loan Party of any Indebtedness
      of the Borrower or any Subsidiary Loan Party expressly permitted to be incurred
      under this Agreement, (iii) by the Borrower 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 Borrower 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 Borrower 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 Borrower 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;

     


    
      
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    (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;

     

    (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 Borrower 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 Borrower 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% of the consolidated
      assets of the Foreign Subsidiaries at the time of such incurrence; 

     

    (t) unsecured
      Indebtedness in respect of obligations of the Borrower 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 Borrower or any
      Subsidiary incurred in the ordinary course of business;

     

    (v) Indebtedness
      in connection with Permitted Receivables Financings; provided that the proceeds
      thereof are applied in accordance with Section 2.11(b); 

     

    (w) Indebtedness
      of the 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

     


    
      
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    “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;

     

    (y) Indebtedness
      consisting of promissory notes issued by the Borrower 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 Borrower 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 Borrower 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 Borrower 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 $10.0 million in the aggregate, 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
      Borrower 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 Revolving Credit Agreement or any Indebtedness or obligations
      under
      the Revolving Credit Agreement or any “Loan Documents” thereunder; provided,
      however,
      in no
      event

     


    
      
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    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 Borrower and the Subsidiaries under the Overdraft Line and (ii) any
      accrued and unpaid fees and expenses owing by the Borrower and the Subsidiaries
      under the Overdraft Line) from the enforcement of any remedies available to
      the
      Secured Parties under all of the Loan Documents;

     

    (c) any
      Lien
      on any property or asset of the Borrower 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 Borrower
      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 Borrower or any
      Subsidiary shall have set aside on its books reserves in accordance with
      GAAP;

     

    (f) (i)
      pledges and deposits and other Liens 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 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 Borrower 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)

     


    
      
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    incurred
      in the ordinary course of business, including those incurred to secure health,
      safety and environmental obligations in the ordinary course of
      business;

     

    (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 Borrower 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 Borrower 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 Borrower
      or any Subsidiary to permit satisfaction of overdraft or similar obligations
      incurred in the ordinary course of business of the Borrower or any Subsidiary
      or
      (iii) relating to purchase orders and other agreements entered into with
      customers of the Borrower 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

     


    
      
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    letters
      of credit, banker’s acceptances or bank guarantees and the proceeds and products
      thereof;

     

    (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 Borrower 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 Borrower 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 Borrower 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 Borrower’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;

     

    (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 Borrower or any Subsidiary in any accounts
      receivable or other proceeds arising from inventory consigned by the Borrower
      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;

     

    (y) Liens
      on
      Equity Interests in joint ventures securing obligations of such joint venture;
      

     


    
      
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    (z) Liens
      on
      securities that are the subject of repurchase agreements constituting Permitted
      Investments under clause (c) of the definition thereof;

     

    (aa) Liens
      in
      respect of Permitted Receivables Financings that extend only to the receivables
      subject thereto;

     

    (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 the Borrower or any Subsidiary in the ordinary
      course of business; provided,
      that
      such Lien secures only the obligations of the 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 Borrower 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 Borrower 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 Borrower 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 Borrower or any Domestic Subsidiary, (x) 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 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%
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    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 and (y) if such Sale and Lease-Back Transaction is
      of property owned by the Borrower or any Domestic Subsidiary as of the Closing
      Date, the Net Proceeds therefrom are used to prepay the Loans to the extent
      required by Section 2.11(b).

     

    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 Borrower or any Subsidiary in the Equity Interests of the
      Borrower or any Subsidiary; (ii) intercompany loans from the Borrower or any
      Subsidiary to the Borrower or any Subsidiary; and (iii) Guarantees by the
      Borrower or any Subsidiary Loan Party of Indebtedness otherwise expressly
      permitted hereunder of the Borrower 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 Borrower 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
      Borrower 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 Borrower 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 Borrower 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 Borrower 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 Borrower
      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 Borrower 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
      Borrower 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 Borrower
      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 Borrower as a result of a foreclosure by the Borrower 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
      Borrower 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 Borrower of obligations of one or more officers or other employees of
      Holdings, any Parent Entity, the Borrower 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 Borrower or any
      of
      the Subsidiaries to such officers or employees in connection with the
      acquisition of any such obligations; 

     

    (p) Guarantees
      by the Borrower 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 Borrower 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 Borrower 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 Borrower shall certify, in a form to be agreed upon by the Borrower
      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 $70 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 Borrower or such
      Subsidiary;

     

    (x) Investments
      by Borrower and its Subsidiaries, including loans to any direct or indirect
      parent of the Borrower, if the 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) Investments
      arising as a result of Permitted Receivables Financings; 

     

    (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 $70 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 Borrower, 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 Borrower 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 Borrower
      or
      any Subsidiary, (iii) the sale of surplus, obsolete or worn out equipment or
      other property in the ordinary course of business by the Borrower 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 Event of Default
      shall have occurred and be continuing or would result therefrom, (i) the merger
      of any Subsidiary into the Borrower in a transaction in which the Borrower
      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 Borrower 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 Borrower) if the Borrower determines
      in
      good faith that such liquidation, dissolution or change in form is in the best
      interests of the Borrower 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 Borrower 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 Borrower, 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 and (iii) the Net Proceeds thereof are applied in accordance with
      Section 2.11(b);

     


    
      
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    (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 Borrower, the
      Borrower 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 Borrower and its Subsidiaries
      determined by the management of the Borrower to be no longer useful or necessary
      in the operation of the business of the Borrower 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) the
      purchase and sale or other transfer (including by capital contribution) of
      Receivables Assets pursuant to Permitted Receivables Financings; provided that
      the Net Proceeds thereof are applied in accordance with Section 2.11(b);


     

    (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 Borrower 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 Borrower; provided,
      that
      the Net Proceeds, if any, thereof are applied in accordance with
      Section 2.11(b); provided, further, 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 Borrower, 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

     

    (n) the
      sale
      of assets described on Schedule
      6.05;
      and

     

    (o) the
      Business Combination. 

     

    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 $15.0 million shall be
      permitted by paragraph (g) of this Section 6.05

     


    
      
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    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 Borrower’s or any Subsidiary’s most recent balance sheet or in the notes
      thereto) of the Borrower or any Subsidiary of the Borrower (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 Borrower or such Subsidiary of
      the
      Borrower from such transferee that are converted by the Borrower or such
      Subsidiary of the Borrower 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 Borrower 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 Borrower 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 Borrower in order
      to evidence the foregoing. 

     

    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 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);
      provided,
      however,
      that:

     

    (a) any
      Subsidiary of the Borrower may declare and pay dividends to, repurchase its
      Equity Interests from or make other distributions to the Borrower or to any
      Wholly Owned Subsidiary of the Borrower (or, in the case of non-Wholly Owned
      Subsidiaries, to the Borrower 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 Borrower 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 Borrower or
      a
      Subsidiary is permitted under Section 6.04);

     

    (b) the
      Borrower 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

     


    
      
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    connection
      with the maintenance of its existence and its (or any Parent Entity’s indirect)
      ownership of the Borrower, (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 Borrower 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 Borrower 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
      Borrower, Holdings or another Parent Entity);

     

    (c) the
      Borrower 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 Borrower 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 Borrower 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 Borrower
      or any Subsidiary in connection with permitted employee compensation and
      incentive arrangements and (y) of 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
      Borrower may pay dividends to Holdings in an aggregate amount equal to the
      portion, if any, of the Cumulative Credit on such date that the Borrower elects
      to apply to this Section 6.06(e), such election to be specified in a written
      notice of a Responsible Officer of the Borrower 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 Borrower and its
      Subsidiaries shall be in Pro Forma Compliance;

     

    (f) the
      Borrower may pay dividends on the Closing Date to consummate the Transactions;
      

     


    
      
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    (g) the
      Borrower 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 Borrower 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 Borrower from any public offering
      of Equity Interests of the Borrower or any direct or indirect parent of the
      Borrower; 

     

    (i) the
      Borrower 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 Borrower or a Subsidiary or (2) the merger (to the extent
      permitted in Section 6.05) of the Person formed or acquired into the Borrower
      or
      a Subsidiary in order to consummate such Permitted Business Acquisition or
      Investment; and

     

    (j) the
      Borrower 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

     

    .
      xxvii)  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 Borrower in a transaction involving aggregate
      consideration in excess of $5.0 million, unless such transaction is (i)
      otherwise permitted (or required) under this Agreement or (ii) upon terms no
      less favorable to the Borrower 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 Borrower,

     

    (ii) loans
      or
      advances to employees or consultants of Holdings (or any Parent Entity), the
      Borrower or any of the Subsidiaries in accordance with Section
      6.04(e),

     

    (iii) transactions
      among the Borrower 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,

     


    
      
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    (iv) the
      payment of fees, reasonable out-of-pocket costs and indemnities to directors,
      officers, consultants and employees of Holdings, any Parent Entity, the Borrower
      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 Borrower 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 Borrower, Holdings or another Parent Entity
      and
      assets incidental to the ownership of the Borrower 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 Borrower or any
      of
      its Subsidiaries.

     

    (vi) (A)
      any
      employment agreements entered into by the Borrower 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),

     

    (viii) any
      purchase by Holdings of the equity capital of the Borrower; provided,
      that
      any Equity Interests of the Borrower purchased by Holdings shall be pledged
      to
      the Administrative Agent on behalf of the Lenders pursuant to the Collateral
      Agreement,

     

    (ix) payments
      by the Borrower 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 Borrower, or a majority of disinterested
      members of the Board of Directors of the Borrower, 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 Borrower delivers to the Administrative
      Agent (for delivery to the Lenders) a letter addressed to the Board of Directors
      of the Borrower from an accounting, appraisal or investment banking firm,
      in

     


    
      
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    each
      case
      of nationally recognized standing that is (A) in the good faith determination
      of
      the Borrower 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 Borrower 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 Affiliate 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 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/or 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 Event of Default, such payment shall accrue and may be payable when no
      Events of Default are continuing to the extent that no further Event of Default
      would result therefrom, 

     

    (xv) the
      issuance, sale, transfer of Equity Interests of Borrower to Holdings and capital
      contributions by Holdings to Borrower, 

     

    (xvi) the
      Business Combination and all transactions in connection therewith,

     

    (xvii) without
      duplication of any amounts otherwise paid with respect to taxes, payments by
      Holdings (and any Parent Entity), the Borrower and the Subsidiaries pursuant
      to
      tax sharing agreements among Holdings (and any such Parent Entity), the Borrower
      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, or
      

     

    (xviii) transactions
      pursuant to any Permitted Receivables Financing.

     


    
      
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    SECTION
      6.08. Business
      of the Borrower 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, and in the case of a Special Purpose
      Receivables Subsidiary, Permitted Receivables Financing.

     

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

     

     xxviii)  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 Borrower 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 Borrower 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 Event of Default has
      occurred and is continuing or would result therefrom and after giving effect
      to
      such payment or distribution the Borrower 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, any Permitted Receivables Document, 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 Borrower or any Subsidiary that is a direct or indirect
      parent of such Subsidiary or (ii) the granting of Liens by the Borrower or
      such
      Material Subsidiary pursuant to the Security

     


    
      
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    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;

     

    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 Borrower, so long as the Borrower has determined in
      good

     


    
      
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    faith
      that such net worth provisions would not reasonably be expected to impair the
      ability of the Borrower 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 Borrower 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. restrictions
      contained in any Permitted Receivables Document with respect to any Special
      Purpose Receivables Subsidiary; 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.

     

    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. 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 Borrower and/or
      one or more other Qualified CFC Holding Companies and the receipt and
      distribution of dividends and distributions in respect thereof.

     

    SECTION
      6.12. Rating 

     

    .
      Exercise commercially reasonable efforts to maintain corporate ratings from
      each
      of Moody’s and S&P for the Loans.

     


    
      
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    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, 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 Borrower 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 Borrower and shall not sell,
      transfer or otherwise dispose of the Equity Interests in the
      Borrower.

     

    


     

     

    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, the 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 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, the 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, the Borrower
      or
      any of the Subsidiaries of any covenant, condition or agreement contained in
      any
      Loan Document (other than those specified in paragraphs (b), (c) and
      (d)

     


    
      
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    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 Borrower;

     

    (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, the 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;

     

    (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, the Borrower or any of the Subsidiaries, or of a substantial part
      of
      the property or assets of Holdings, the 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, the Borrower or any of the
      Subsidiaries or for a substantial part of the property or assets of Holdings,
      the Borrower or any of the Subsidiaries or (iii) the winding-up or liquidation
      of Holdings, the 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,
      the 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, the Borrower or
      any
      of the Subsidiaries or for a substantial part of the property or assets of
      Holdings, the 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;

     


    
      
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    (j) the
      failure by Holdings, the 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, the 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, the 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; 

     

    (l) (i)
      any
      Loan Document shall for any reason be asserted in writing by Holdings, the
      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 Borrower and the Subsidiaries on a consolidated basis shall cease to be,
      or
      shall be asserted in writing by the 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, the 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 the
      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

     


    
      
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    shall
      be
      asserted in writing by Holdings, the Borrower 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
      Revolving Credit Agreement;

     

    then,
      and
      in every such event (other than an event with respect to the 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 Borrower, take any or all of the
      following actions, at the same or different times: (i) terminate forthwith
      the
      Commitments, and (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 Borrower 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 Borrower, anything contained herein or in any
      other Loan Document to the contrary notwithstanding; and in any event with
      respect to the Borrower described in paragraph (h) or (i) above, the
      Commitments shall automatically terminate, and the principal of the Loans then
      outstanding, together with accrued interest thereon and any unpaid accrued
      Fees
      and all other liabilities of the Borrower accrued hereunder and under any other
      Loan Document, shall automatically become due, without presentment, demand,
      protest or any other notice of any kind, all of which are hereby expressly
      waived by the Borrower, anything contained herein or in any other Loan Document
      to the contrary notwithstanding.

     

    SECTION
      7.02. Exclusion
      of Immaterial Subsidiaries

     

    (a) .
      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.

     

    


     

     

    ARTICLE
      VIII

     

    The
      Agents

    SECTION
      8.01. Appointment

     

    .
      (b)
      Each
      Lender (in such capacity and on behalf of itself and its Affiliates as potential
      counterparties to Swap Agreements) hereby irrevocably designates and appoints
      the (A) 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 Revolving Facility 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 Revolving

     


    
      
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    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 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 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.

     

    (b) In
      furtherance of the foregoing, each Lender (in such capacity 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 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 such capacity 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), (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 Administrative Agent or the Collateral Agent at any time, the Required
      Lenders will confirm in writing the Administrative Agent’s and 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

     


    
      
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    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 Borrower) shall be entitled and empowered, by
      intervention in such proceeding or otherwise (A) to file and prove a claim
      for
      the whole amount of the principal and interest owing and unpaid in respect
      of
      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 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 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, 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 any plan of reorganization, arrangement,
      adjustment or composition affecting the Obligations or the rights of any Lender
      or to authorize the Administrative Agent to vote in respect of the claim of
      any
      Lender in any such proceeding. 

     

    SECTION
      8.02. Delegation
      of Duties

     

    (a) .
      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 Borrower
      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 Borrower 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
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    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, (a) 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 (b) the Administrative Agent 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
      Borrower or any of its 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 Borrower
      or a Lender. 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
      the
      making of a Loan hereunder, that by its terms must be fulfilled to the
      satisfaction of a Lender, the Administrative Agent may presume that such
      condition is satisfactory to such Lender unless the Administrative Agent shall
      have received notice to the contrary from such Lender prior to the

     


    
      
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    making
      of
      such Loan. The Administrative Agent may consult with legal counsel (including
      counsel to Holdings or the Borrower), independent accountants and other experts
      selected by it, and shall not be liable for any action taken or not taken by
      it
      in accordance with the advice of any such counsel, accountants or experts.
      The
      Administrative Agent may 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. 

     

    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 Borrower 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

     


    
      
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    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 in its capacity as such (to the extent
      not
      reimbursed by Holdings or the Borrower and without limiting the obligation
      of
      Holdings or the Borrower to do so), in the amount of its pro
      rata
      share
      (based on its outstanding Loans), 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 of the Loans) be imposed on, incurred by or asserted
      against such Agent 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 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 gross
      negligence or willful misconduct. The failure of any Lender to reimburse any
      Agent, promptly upon demand for its ratable share of any amount required to
      be
      paid by the Lenders to such Agent as provided herein shall not relieve any
      other
      Lender of its obligation hereunder to reimburse such Agent for its ratable
      share
      of such amount, but no Lender shall be responsible for the failure of any other
      Lender to reimburse such Agent 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, 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 Borrower. 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 Borrower (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

     


    
      
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    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 Borrower (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
      taken or 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.

     

     

    ARTICLE
      IX

     

    Miscellaneous 

    SECTION
      9.01. Notices;
      Communications

     

    (a) .
      (1)
      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 or to the Administrative Agent, 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 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 pursuant to Article II if
      such Lender has notified the Administrative Agent that it is incapable of
      receiving notices under such Article by electronic communication. The
      Administrative Agent or the Borrower may, in its discretion, agree to accept
      notices and other communications to it hereunder by electronic communications
      pursuant to procedures approved by it, provided
      that
      approval of such procedures may be limited to particular notices or
      communications.

     


    
      
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    (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
      Borrower posts such documents, or provides a link thereto on the Borrower’s
      website on the Internet at the website address listed on Schedule
      9.01,
      or (ii)
      on which such documents are posted on the Borrower’s behalf on an Internet or
      intranet website, if any, to which each Lender and the Administrative Agent
      have
      access (whether a commercial, third-party website or whether sponsored by the
      Administrative Agent); provided,
      that
      (A) the Borrower shall deliver paper copies of such documents to the
      Administrative Agent or any Lender that requests the Borrower to deliver such
      paper copies until a written request to cease delivering paper copies is given
      by the Administrative Agent or such Lender, and (B) the Borrower 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 Borrower 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 Borrower with any such request for delivery, and
      each
      Lender shall be solely responsible for requesting delivery to it or maintaining
      its copies of such documents.

     

    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 shall survive the making by the Lenders of the Loans and the execution
      and
      delivery of the Loan Documents, 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 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

     


    
      
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    (including
      pursuant to Sections 2.15, 2.17 and 9.05) shall survive the payment in full
      of
      the principal and interest hereunder, 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 Borrower 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
      (or
      has executed a Term Loan Conversion Notice) and thereafter shall be binding
      upon
      and inure to the benefit of Holdings, the Borrower, 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,
      except that (i) the Borrower may not assign or otherwise transfer any of its
      rights or obligations hereunder without the prior written consent of each Lender
      (and any attempted assignment or transfer by the Borrower without such consent
      shall be null and void) and (ii) no Lender may assign or otherwise transfer
      its
      rights or obligations hereunder except in accordance with this
      Section 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, 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 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
      Borrower; provided,
      that no
      consent of the Borrower shall be required for an assignment to a Lender, an
      affiliate of a Lender, an Approved Fund (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; and

     

    (B) the
      Administrative Agent; provided,
      that no
      consent of the Administrative Agent shall be required for an assignment of
      all
      or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an
      Approved Fund.

     

    (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 under any Facility, 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

     


    
      
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    assignment
      is delivered to the Administrative Agent) shall not be less than $1.0 million,
      unless each of the Borrower and the Administrative Agent otherwise consent;
      provided,
      that
      (1) no such consent of the Borrower 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
      (which fee may be waived or reduced in the sole discretion of the Administrative
      Agent); 

     

    (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 the Borrower or any of the Borrower’s 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 without the prior written
      consent of the Borrower.

     

    (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 Borrower,
      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 owing
      to,
      each Lender pursuant to the terms hereof from time to time (the “Register”).
      The
      entries in the Register shall be conclusive,

     


    
      
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    and
      the
      Borrower, the Administrative Agent and the Lenders may treat each person whose
      name is recorded in the Register pursuant to the terms hereof as a Lender
      hereunder for all purposes of this Agreement, notwithstanding notice to the
      contrary. The Register shall be available for inspection by the Borrower and
      any
      Lender, at any reasonable time and from time to time upon reasonable prior
      notice.

     

    (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).

     

    (c) (e)  Any
      Lender may, without the consent of the Borrower or the Administrative Agent,
      sell participations to one or more banks or other entities (a “Participant”)
      in all
      or a portion of such Lender’s rights and obligations under this Agreement
      (including all or a portion of its 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 Borrower, the Administrative Agent
      and the other Lenders shall continue to deal solely and directly with such
      Lender in connection with such Lender’s rights and obligations under this
      Agreement. Any agreement 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 Borrower agrees 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
      Borrower’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.

     


    
      
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    (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
      Borrower, upon receipt of written notice from the relevant Lender, agrees 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 Borrower
      or the Administrative Agent. Each of Holdings, the Borrower, 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, 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 any 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 Borrower), 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
      Borrower agrees to pay (i) all reasonable out-of-pocket expenses (including
      Other Taxes) incurred by the Administrative Agent

     


    
      
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    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 and initial and ongoing Collateral examination
      to the extent incurred with the reasonable prior approval of the Borrower 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 Latham & Watkins LLP, counsel for the Administrative Agent
      and the Joint Lead Arrangers, and, if necessary, the reasonable fees, charges
      and disbursements of one local counsel per jurisdiction, and (ii) 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 hereunder, including the fees, charges and
      disbursements of counsel for the Administrative Agent (including any special
      and
      local counsel).

     

    (b) The
      Borrower agrees to indemnify the Administrative Agent, the Agents, the Joint
      Lead Arrangers, 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 (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 Borrower 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 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 Borrower agrees 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 against any Indemnitee arising out
      of, in any way connected with, or as a result of (A) any claim related in any
      way to Environmental Laws and Holdings, the 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

     


    
      
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    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 Funds, Holdings, the Borrower 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 Facilities 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 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 Borrower 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, 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 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 to or for the credit or the account of Holdings,
      the
      Borrower or any Subsidiary against any of and all the obligations of Holdings
      or
      the Borrower now or hereafter existing under this Agreement or any other Loan
      Document held by such Lender, irrespective of whether or not such Lender 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 under
      this
      Section 9.06 are in addition to other rights and remedies (including other
      rights of set-off) that such Lender may have.

     


    
      
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    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 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 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, the 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,
      the 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 Borrower 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 without the prior written consent of each
      Lender directly affected thereby,

     

    (ii) increase
      or extend the Commitment of any Lender or decrease the 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),

     

    (iii) extend
      or
      waive any Term Loan Installment Date or reduce the amount due on any Term Loan
      Installment Date or extend any date on which payment of interest on any Loan
      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,

     


    
      
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    (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 Borrower
      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) effect
      any waiver, amendment or modification that by its terms adversely affects the
      rights in respect of payments or collateral of Lenders participating in any
      Facility differently from those of Lender participating in another Facility,
      without the consent of the majority-in-interest of the Lenders participating
      in
      the adversely affected Facility (it being agreed that the Required Lenders
      may
      waive, in whole or in part, any prepayment or Commitment reduction required
      by
      Section 2.11 so long as the application of any prepayment or Commitment
      reduction still required to be made is not changed);

     

    provided,
      further,
      that no
      such agreement shall amend, modify or otherwise affect the rights or duties
      of
      the Administrative Agent hereunder without the prior written consent of the
      Administrative Agent 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 Lender, 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.

     

    (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 Borrower (a) 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 Loans
      and the accrued interest and fees in respect thereof

     


    
      
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    and
      (b)
      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 Borrower and the Administrative Agent to the
      extent necessary to integrate any Incremental Term Loan Commitments on
      substantially the same basis as the 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,
      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, shall be limited to the Maximum Rate;
      provided,
      that
      such excess amount shall be paid to such Lender 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.

     

    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

     


    
      
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    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 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 and each of the Agents agrees that it shall maintain in confidence
      any information relating to Holdings, the Borrower and any Subsidiary furnished
      to it by or on behalf of Holdings, the Borrower or any Subsidiary

     


    
      
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    (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 or such Agent without violating this Section 9.16
      or (c) was available to such Lender or such Agent from a third party having,
      to
      such person’s knowledge, no obligations of confidentiality to Holdings, the
      Borrower 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

     

    (a) .
      The
      Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint
      Lead Arrangers will make available to the Lenders materials and/or information
      provided by or on behalf of the Borrower 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 Borrower
      or its securities) (each, a “Public
      Lender”).
      The
      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 Borrower shall be deemed to have authorized the
      Administrative Agent, the Joint Lead Arrangers 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
      Borrower or its 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.”

     


    
      
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    SECTION
      9.18. Release
      of Liens and Guarantees

     

    (a) .
      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 Borrower and at the Borrower’s 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 Borrower and at the Borrower’s expense to terminate
      the Liens and security interests created by the Loan Documents when all the
      Obligations (other than contingent indemnification Obligations) are paid in
      full
      and all 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. 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 Borrower that pursuant to the requirements of the USA PATRIOT
      Act
      (Title
      III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”),
      it is
      required to obtain, verify and record information that identifies 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
      9.20. 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
      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
      Term 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.

     

    


     


    
      
        Second
          Amended and Restated Term Loan Credit Agreement

        
        

      

      
        -126-

        
          

        

      

      
        
        

      

    


    [Signature
      Pages Follow]

     

    


    


     


    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 Second Amended and Restated Term Loan Credit
            Agreement]

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



     

    


     

    BERRY
      PLASTICS GROUP, INC.

    


     

    By: 

     

     

    Name:

     

     

    Title:

     

    


     

    



    
      
        
          [Signature
            Page to the Second Amended and Restated Term Loan Credit
            Agreement]

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


    CREDIT
      SUISSE, CAYMAN ISLANDS BRANCH

    as
      Administrative Agent, Collateral Agent and as a Lender

     

    By:

     

     

    Name:
      

     

     

    Title:
      

     

     

    By:

     

     

    Name:
      

     

     

    Title: