ex10-1.htm


     

    
      
        Exhibit
          10.1

        


        EXECUTION
          COPY

         

      

      
        

        

      

       

    

    CREDIT
      AGREEMENT

     

    dated
      as of September 28, 2007,

     

    among

     

    SPECTRUM
      BRANDS, INC.,

     

    as
      the Borrower,

     

    the
      Subsidiaries of the Borrower party hereto,

     

    WACHOVIA
      BANK, NATIONAL ASSOCIATION,

     

    as
      the Administrative Agent, the Collateral Agent and an LC Issuer,

     

    GOLDMAN
      SACHS CREDIT PARTNERS L.P.,

     

    as
      the Syndication Agent,

     

    and

     

    the
      LENDERS Party Hereto

    ____________________

     

    GOLDMAN
      SACHS CREDIT PARTNERS L.P.,

     

    Joint
      Lead Arranger and Sole Bookrunner

     

    WACHOVIA
      CAPITAL MARKETS LLC,

     

    Joint
      Lead Arranger

     

    BANK
      OF AMERICA, N.A.,

     

    GENERAL
      ELECTRIC CAPITAL CORPORATION

     

    and

     

    WELLS
      FARGO FOOTHILL, LLC,

     

    Documentation
      Agents

    
      


      
        

        

      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    TABLE
      OF CONTENTS

     

    
      	
               

            	
              Page

            


    

     

    ARTICLE
      I

     

    DEFINITIONS
      AND ACCOUNTING TERMS

     

    
      	
              Section
                1.01.  Defined
                Terms

            	
              1

            
	
              Section
                1.02.  Other Interpretive
                Provisions

            	
              32

            
	
              Section
                1.03.  Accounting
                Terms

            	
              32

            
	
              Section
                1.04.  Times of
                Day

            	
              33

            
	
              Section
                1.05.  Currency Equivalents
                Generally

            	
              33

            
	
              Section
                1.06.  Designation as Senior
                Debt

            	
              33

            


    

     

     

    ARTICLE
      II

     

    THE
      COMMITMENTS AND CREDIT EXTENSIONS

     

    
      	
              Section
                2.01.  Commitments

            	
              33

            
	
              Section
                2.02.  Borrowings, Conversions and
                Continuations of Revolving Loans

            	
              34

            
	
              Section
                2.03.  Letters of Credit

            	
              35

            
	
              Section
                2.04.  Swingline Loans

            	
              40

            
	
              Section
                2.05.  Special Agent
                Loans

            	
              41

            
	
              Section
                2.06.  Prepayments

            	
              42

            
	
              Section
                2.07.  Termination, Reduction and Increase
                of Commitments

            	
              44

            
	
              Section
                2.08.  Repayment of
                Loans

            	
              46

            
	
              Section
                2.09.  Interest

            	
              46

            
	
              Section
                2.10.  Fees

            	
              47

            
	
              Section
                2.11.  Computation of Interest and
                Fees

            	
              48

            
	
              Section
                2.12.  Evidence of
                Indebtedness

            	
              48

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

              Agent’s
                Authority to Request Borrowings;
                Miscellaneous

            	
              48

            
	
              Section
                2.14.  Sharing of Payments by
                Lenders

            	
              50

            
	
              Section
                2.15.  Concerning the Designated
                Subsidiaries

            	
              51

            


    

     

    ARTICLE
      III

     

    TAXES,
      YIELD PROTECTION AND ILLEGALITY

     

    
      	
              Section
                3.01.  Taxes

            	
              52

            
	
              Section
                3.02.  Illegality

            	
              54

            
	
              Section
                3.03.  Inability to Determine
                Rates

            	
              55

            
	
              Section
                3.04.  Increased Costs; Reserves on
                Eurodollar Rate Loans

            	
              55

            
	
              Section
                3.05.  Compensation for
                Losses

            	
              56

            
	
              Section
                3.06.  Mitigation Obligations; Replacement
                of Lenders

            	
              57

            
	
              Section
                3.07.  Survival

            	
              58

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV

     

    CONDITIONS
      PRECEDENT

     

    
      	
              Section
                4.01.  Conditions Precedent to
                Effectiveness

            	
              58

            
	
              Section
                4.02.  Conditions Precedent to Each Credit
                Extension

            	
              60

            


    

     

    ARTICLE
      V

     

    REPRESENTATIONS
      AND WARRANTIES

     

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

            	
              61

            
	
              Section
                5.02.  Authorization; No
                Contravention

            	
              61

            
	
              Section
                5.03.  Governmental Authorization; Other
                Consents

            	
              61

            
	
              Section
                5.04.  Binding Effect

            	
              62

            
	
              Section
                5.05.  Financial Statements; No Material
                Adverse Effect

            	
              62

            
	
              Section
                5.06.  Litigation

            	
              62

            
	
              Section
                5.07.  No Default

            	
              63

            
	
              Section
                5.08.  Ownership of
                Property

            	
              63

            
	
              Section
                5.09.  Environmental
                Compliance

            	
              63

            
	
              Section
                5.10.  Insurance

            	
              64

            
	
              Section
                5.11.  Taxes

            	
              64

            
	
              Section
                5.12.  ERISA Compliance

            	
              64

            
	
              Section
                5.13.  Subsidiaries; Equity
                Interests

            	
              65

            
	
              Section
                5.14.  Margin Regulations; Investment
                Company Act

            	
              65

            
	
              Section
                5.15.  Disclosure

            	
              65

            
	
              Section
                5.16.  Intellectual Property; Licenses,
                Etc

            	
              66

            
	
              Section
                5.17.  Solvency

            	
              66

            
	
              Section
                5.18.  Senior Debt
                Status

            	
              66

            
	
              Section
                5.19.  Certain Accounts

            	
              66

            


    

     

    ARTICLE
      VI

     

    AFFIRMATIVE
      COVENANTS

     

    
      	
              Section
                6.01.  Financial
                Statements

            	
              67

            
	
              Section
                6.02.  Certificates; Other
                Information

            	
              68

            
	
              Section
                6.03.  Notices

            	
              69

            
	
              Section
                6.04.  Nonpublic
                Information

            	
              69

            
	
              Section
                6.05.  Payment of
                Obligations

            	
              69

            
	
              Section
                6.06.  Preservation of Existence,
                Etc

            	
              70

            
	
              Section
                6.07.  Maintenance of
                Properties

            	
              70

            
	
              Section
                6.08.  Maintenance of
                Insurance

            	
              70

            
	
              Section
                6.09.  Compliance with
                Laws

            	
              70

            
	
              Section
                6.10.  Books and Records

            	
              70

            
	
              Section
                6.11.  Inspection Rights

            	
              71

            
	
              Section
                6.12.  Use of Proceeds

            	
              71

            
	
              Section
                6.13.  Information Regarding the ABL
                Collateral; Additional Subsidiaries

            	
              71

            
	
              Section
                6.14.  Compliance with Environmental
                Laws

            	
              72

            


    

    


    


    
      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Section
                6.15.  Further
                Assurances

            	
              72

            
	
              Section
                6.16.  Certain Post-Closing Collateral
                Obligations

            	
              72

            
	
              Section
                6.17.  Collateral
                Reporting

            	
              72

            
	
              Section
                6.18.  Evaluations of the Borrowing Base and
                Related Assets

            	
              73

            


    

     

    ARTICLE
      VII

     

    NEGATIVE
      COVENANTS

     

    
      	
              Section
                7.01.  Liens

            	
              74

            
	
              Section
                7.02.  Indebtedness

            	
              76

            
	
              Section
                7.03.  Investments

            	
              78

            
	
              Section
                7.04.  Fundamental
                Changes

            	
              81

            
	
              Section
                7.05.  Dispositions

            	
              81

            
	
              Section
                7.06.  Restricted
                Payments

            	
              83

            
	
              Section
                7.07.  Change in Nature of
                Business

            	
              83

            
	
              Section
                7.08.  Transactions with
                Affiliates

            	
              83

            
	
              Section
                7.09.  Burdensome
                Agreements

            	
              84

            
	
              Section
                7.10.  Use of Proceeds

            	
              84

            
	
              Section
                7.11.  Amendment of Certain
                Documents

            	
              84

            
	
              Section
                7.12.  Accounting
                Changes

            	
              85

            
	
              Section
                7.13.  Prepayments, Etc

            	
              85

            
	
              Section
                7.14.  Speculative
                Transactions

            	
              85

            
	
              Section
                7.15.  Senior Debt
                Status

            	
              85

            


    

     

    ARTICLE
      VIII

     

    EVENTS
      OF DEFAULT AND REMEDIES

     

    
      	
              Section
                8.01.  Events of Default

            	
              85

            
	
              Section
                8.02.  Remedies Upon Event of
                Default

            	
              88

            


    

     

    ARTICLE
      IX

     

    ADMINISTRATIVE
      AGENT

     

    
      	
              Section
                9.01.  Appointment of
                Agents

            	
              88

            
	
              Section
                9.02.  Powers and Duties

            	
              89

            
	
              Section
                9.03.  General Immunity

            	
              89

            
	
              Section
                9.04.  Agents Entitled to Act as
                Lender

            	
              90

            
	
              Section
                9.05.  Lenders’ Representations, Warranties
                and Acknowledgments

            	
              90

            
	
              Section
                9.06.  Right to
                Indemnity

            	
              91

            
	
              Section
                9.07.  Successor Agents

            	
              91

            
	
              Section
                9.08.  Collateral Documents and Related
                Collateral Matters

            	
              92

            
	
              Section
                9.09.  No Arranger
                Duties

            	
              94

            


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      X

     

    MISCELLANEOUS

     

    
      	
              Section
                10.01.  Amendments, Waivers,
                Etc

            	
              94

            
	
              Section
                10.02.  Notices and Other
                Communications

            	
              96

            
	
              Section
                10.03.  No Waiver; Cumulative
                Remedies

            	
              98

            
	
              Section
                10.04.  Expenses; Indemnity; Damage
                Waiver

            	
              98

            
	
              Section
                10.05.  Payments Set
                Aside

            	
              99

            
	
              Section
                10.06.  Successors and
                Assigns

            	
              100

            
	
              Section
                10.07.  Confidentiality

            	
              103

            
	
              Section
                10.08.  Right of Setoff

            	
              103

            
	
              Section
                10.09.  Counterparts; Effectiveness;
                Integration

            	
              104

            
	
              Section
                10.10.  Survival of Representations and
                Warranties

            	
              104

            
	
              Section
                10.11.  Severability

            	
              104

            
	
              Section
                10.12.  Replacement of
                Lenders

            	
              105

            
	
              Section
                10.13.  Governing Law; Jurisdiction;
                Etc

            	
              105

            
	
              Section
                10.14.  WAIVER OF JURY
                TRIAL

            	
              106

            
	
              Section
                10.15.  Patriot Act

            	
              107

            
	
              Section
                10.16.  Concerning the ABL Intercreditor
                Agreement

            	
              107

            
	
              Section
                10.17.  Joint and Several Liability of Loan
                Parties

            	
              107

            


    

    


    


    
      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULES

    


    
      	 	
              1.1(a)

            	
              Initial
                Designated Subsidiaries

            
	 	
              1.01(b)

            	
              Specified
                Account Debtors

            
	 	
              2.01

            	
              Commitments
                and Applicable Percentages

            
	 	
              5.06

            	
              Litigation

            
	 	
              5.09

            	
              Environmental
                Matters

            
	 	
              5.13

            	
              Subsidiaries;
                Other Equity Interests

            
	 	
              5.16

            	
              Intellectual
                Property Claims

            
	 	
              7.01(b)

            	
              Existing
                Permitted Liens

            
	 	
              7.02(h)

            	
              Existing
                Permitted Indebtedness

            
	 	
              7.03(f)

            	
              Existing
                Permitted Investments

            
	 	
              7.05

            	
              Certain
                Dispositions

            
	 	
              7.08

            	
              Certain
                Transactions with Affiliates

            
	 	
              7.09

            	
              Certain
                Existing Restrictions

            
	 	
              10.02

            	
              Administrative
                Agent’s Office, Certain Addresses for
                Notices

            


    

    


    EXHIBITS

     

    
      	 	
              A

            	
              Form
                of ABL Guarantee and Collateral Agreement

            
	 	
              B

            	
              Form
                of ABL Facility Intercreditor Agreement

            
	 	
              C

            	
              Form
                of Assignment and Assumption

            
	 	
              D

            	
              Form
                of Borrowing Base Certificate

            
	 	
              E

            	
              Form
                of Committed Loan Notice

            
	 	
              F

            	
              Form
                of Compliance Certificate

            
	 	
              G

            	
              Subordination
                Terms of Certain Intercompany
                Indebtedness

            


    

    


    
      
        
          
          

        

        
          vi

          
            

          

        

        
          Table
            of Contents

        

      

    

    


    This
      CREDIT AGREEMENT (this “Agreement”) is entered into as
      of September 28, 2007, among Spectrum Brands, Inc., a Wisconsin corporation
      (the “Borrower”); the Subsidiaries of the Borrower
      party hereto; Wachovia Bank, National Association
      (“Wachovia”), as the Administrative Agent, the
      Collateral Agent and an LC Issuer; Goldman Sachs Credit Partners L.P.
      (“GSCP”), as the Syndication Agent; and the Lenders
      (as defined below) from time to time party hereto.

     

    The
      parties hereto covenant and agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS
      AND ACCOUNTING TERMS

     

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

     

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

     

    “2013
      New Notes” means the Variable Rate Toggle Senior Subordinated
      Notes due 2013 issued pursuant to the 2013 New Indenture.

     

    “2013
      Original Indenture” means the Indenture,
      dated as of September 30, 2003, among the Borrower, the guarantors named
      therein and U.S. Bank National Association, as trustee, as heretofore
      supplemented (including by the Fifth Supplemental Indenture thereto dated as
      of
      March 29, 2007).

     

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

     

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

     

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

     

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

     

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

     

    “ABL
      Intercreditor Agreement” means the Intercreditor Agreement among
      the Administrative Agent, the administrative agent under the Term Credit
      Agreement and the Borrower, substantially in the form of Exhibit B
      hereto.

     

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

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          Table
            of Contents
2

      

    

    


     

    “Accession
      Agreement” has the meaning specified in Section
      2.07(d).

     

    “account
      debtor” means any Person obligated on an Account.

     

    “Accounts”
      means, as to the Borrower or any Designated Subsidiary, all present and future
      rights of the Borrower or such Designated Subsidiary to payment of a monetary
      obligation, whether or not earned by performance, that is not evidenced by
      chattel paper or an instrument, (a) for property that has been or is to be
      sold, leased, licensed, assigned or otherwise disposed of, (b) for services
      rendered or to be rendered, (c) for a secondary obligation incurred or to
      be incurred or (d) arising out of the use of a credit or charge card or
      information contained on or for use with the card.

     

    “Accounts
      Borrowing Base Availability” means, at any time, the Borrowing
      Base at such time, minus any amount thereof attributable to Eligible
      Inventory.

     

    “Accrued
      Right to Offset Accounts” means all accrued rebates, co-op
      allowances, slotting fees, trade allowances and other accrued allowances or
      rebates.

     

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

     

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

     

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

     

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

     

    “Affiliate”
      means, with respect to any Person, another Person that directly, or indirectly
      through one or more intermediaries, Controls or is Controlled by or is under
      common Control with the Person specified.

     

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

     

    “Agreement”
      means this Credit Agreement.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          Table
            of Contents

        

      

      
        3

      

       

    

    
      
        “Applicable
          Percentage” means, as to any Lender, the percentage (carried out to the
          ninth decimal place) of the aggregate Commitments

      

      represented
        by such Lender’s Commitment.  If the
        Commitments have terminated or expired, the Applicable Percentage shall be
        determined based upon the Commitments most recently in effect, giving effect
        to
        any assignments.

    

     

    “Applicable
      Rate” means (a) in the case of Eurodollar Rate Loans, 2.25%
      per annum and (b) in the case of Base Rate Loans, 1.25% per annum.

     

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

     

    “Arrangers”
      means GSCP, in its capacity as joint lead arranger and sole bookrunner for
      the
      Facility, and Wachovia Capital Markets LLC, in its capacity as joint lead
      arranger for the Facility.

     

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

     

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

     

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

     

    “Availability
      Block” means $25,000,000.

     

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

     

    “Availability
      Triggering Event” means that the unused availability under the
      Borrowing Base shall have been less than $50,000,000 (without giving effect
      to
      the Availability Block) for five consecutive Business Days.  An
      Availability Triggering Event shall be deemed to be continuing until such time
      as such unused availability is greater than $50,000,000 (without giving effect
      to the Availability Block) for 60 consecutive days.

     

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

    
      
        
        

      

      
        
        

        
          

        

      

      
        Table
          of Contents

      

    

    
      4

    

     

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

     

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

     

    “Borrowing”
      means (a) a Revolving Borrowing, (b) a Swingline Loan or (c) a Special
      Agent Loan.

     

    “Borrowing
      Base” means, at any time, (a) the sum of (i) 85% of the
      Eligible Accounts of the Borrower and the Designated Subsidiaries, minus the
      Dilution Reserve, and (ii) the lesser of (A) 65% of the Value of the
      Eligible Inventory of the Borrower and the Designated Subsidiaries and
      (B) 85% of the Net Recovery Percentage multiplied by the Value of such
      Eligible Inventory, minus, without duplication, (b) the Other Reserves (other
      than (except for purposes of Section 2.06(b)(i)), the Specified
      Reserves) in effect at such time.  The Borrowing Base in effect at any
      time shall be reasonably determined by the Administrative Agent, based on the
      Borrowing Base Certificate most recently delivered by the Borrower prior to
      such
      time pursuant to Section 2.15(a), 4.01(a)(xi) or 6.17(a),
      but subject to (x) any adjustments thereto as a result of any Designated
      Subsidiary ceasing to be such as provided in Section 2.15(b) or the
      consummation of any Disposition and (y) the Other Reserves established by the
      Administrative Agent.

     

    “Borrowing
      Base Certificate” means a certificate of the Borrower
      substantially in the form of Exhibit D (with such
      changes thereto as may be reasonably requested by the Administrative Agent
      from
      time to time to reflect the components of and reserves against the Borrowing
      Base as provided for hereunder from time to time).

     

    “Business
      Day” means any day other than (a) a Saturday, Sunday or other
      day on which commercial banks in New York are authorized to close under the
      Laws
      of the State of New York or are in fact closed in the State where the
      Administrative Agent’s Office is located and (b) if such day relates to a
      Eurodollar Rate Loan, a day on which banks are not open for general business
      in
      London.

     

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

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

        
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    (b)           time
      deposits with, or insured certificates of deposit or bankers’ acceptances of,
      any commercial bank that (each such bank, an “Acceptable
      Bank”) (i) (A) is a Lender, (B) is organized under
      the laws of the United States, any state thereof or the District of Columbia
      or
      is the principal banking subsidiary of a bank holding company organized under
      the laws of the United States, any state thereof or the District of Columbia,
      and is a member of the Federal Reserve System or (C) is a member of the
      applicable central bank of any OECD Member or any member of the European
      Economic Union, (ii) issues (or the parent of which issues) commercial
      paper rated as described in clause (c) of this definition and
      (iii) has combined capital and surplus of at least $250,000,000 (or the
      equivalent in the applicable currency), in each case with maturities of not
      more
      than 365 days from the date of acquisition thereof;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

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

     

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

     

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

     

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

     

    (a)           any
      “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
      the Securities Exchange Act of 1934, but excluding any employee benefit plan
      of
      such person or its subsidiaries, and any Person acting in its capacity as
      trustee, agent or other fiduciary or administrator of any such plan) other
      than
      THLee or any group of which THLee is a member becomes the “beneficial owner” (as
      defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934,
      except that a person or group shall be deemed to have “beneficial ownership” of
      all securities that such person or group has the right to acquire (such right,
      an “option right”), whether such right is exercisable
      immediately or only after the passage of time), directly or indirectly, of
      40%
      or more of either the aggregate ordinary voting power or the aggregate equity
      value represented by the issued and outstanding Equity Interests of the
      Borrower;

     

    (b)           during
      any period of 12 consecutive months, a majority of the members of the board
      of directors or other equivalent governing body of the Borrower ceases to be
      composed of individuals (i) who were members of that board or equivalent
      governing body on the first day of such period, (ii) whose election or
      nomination to that board or equivalent governing body was approved by
      individuals referred to in clause (i) above constituting at the time of
      such election or nomination at least a majority of that board or equivalent
      governing body or (iii) whose election or nomination to that board or other
      equivalent governing body was approved by individuals referred to in
      clauses (i) and (ii) above constituting at the time of such election or
      nomination at least a majority of that board or equivalent governing body
      (excluding, in the case of clauses (ii) and (iii), any individual whose
      initial nomination for, or assumption of office as, a member of that board
      or
      equivalent governing body occurs as a result of an actual or threatened
      solicitation of proxies or consents for the election or removal of one or more
      directors by any person or group other than a solicitation for the election
      of
      one or more directors by or on behalf of the board of directors);
      or

     

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

     

    “Closing
      Date” means the first date on which all of the conditions
      precedent set forth in Section 4.01 are satisfied or waived in
      accordance with Section 10.01.

    


    
      
        
          
          

        

        
          
            

          

        

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

     

    “Collateral
      Access Agreement” means an agreement, in form and substance
      reasonably satisfactory to the Collateral Agent, from any lessor of premises
      to
      any Loan Party, or any other Person to whom any ABL Collateral is consigned
      or
      who has custody, control or possession of any ABL Collateral or is otherwise
      the
      owner or operator of any premises on which any ABL Collateral is located, in
      favor of the Collateral Agent with respect to the ABL Collateral at such
      premises or otherwise in the custody, control or possession of such lessor,
      consignee or other Person.

     

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

     

    “Collateral
      Documents” means, collectively, the ABL Guarantee and Collateral
      Agreement, each Deposit Account Control Agreement, each Collateral Access
      Agreement and each other document or agreement that creates or purports to
      create a Lien in favor of the Collateral Agent, for the benefit of the Secured
      Parties.

     

    “Commitment”
      means, as to each Lender, its obligation to make Revolving Loans to the Borrower
      pursuant to Section 2.01, to acquire participations in Letters of Credit
      pursuant to Section 2.03, to acquire participations in Swingline Loans
      pursuant to Section 2.04 and to acquire participations in Special Agent
      Loans pursuant to Section 2.05, expressed as an amount representing the
      maximum aggregate amount of such Lender’s Revolving Exposure hereunder, as such
      commitment may be (a) reduced or increased from time to time pursuant to
Section 2.07 and (b) reduced or increased from time to time pursuant to
      assignments by or to such Lender pursuant to Section
      10.06.  The initial amount of each Lender’s Commitment is set
      forth on Schedule 2.01, or in the Assignment and Assumption or the
      Accession Agreement pursuant to which such Lender becomes a party hereto, as
      applicable.  The initial aggregate amount of the Lenders’ Commitments
      is $225,000,000.

     

    “Commitment
      Increase” has the meaning specified in Section
      2.07(d).

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

        
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      “Control”
        means the possession, directly or indirectly, of the power (a) to direct
or cause the direction of the management or policies of a Person,
        whether
        through the ability to exercise voting power, by contract or otherwise, or
        (b) to vote 10% or more of the Equity Interests having ordinary voting
        power for the election of members of the board of directors or equivalent
        governing body of such
        Person.  “Controlling” and
“Controlled” have meanings correlative
        thereto.

    

     

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

     

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

     

    “Default”
      means any event or condition that constitutes an Event of Default or that,
      with
      the giving of any notice, the passage of time or both, would constitute an
      Event
      of Default.

     

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

     

    “Deposit
      Account Control Agreement” means an agreement, in form and
      substance reasonably satisfactory to the Collateral Agent, among the Collateral
      Agent, the applicable Loan Party with a deposit account at any bank and the
      bank
      at which such deposit account is at any time maintained, which provides that,
      upon receipt of notice from the Collateral Agent, such bank will comply with
      instructions originated by the Collateral Agent directing disposition of the
      funds in the deposit account without further consent of such Loan Party and
      has
      such other terms and conditions as the Collateral Agent may
      require.

     

    “Designated
      Subsidiary” means each Subsidiary set forth on
Schedule 1.01(a) and each other Subsidiary that has become a
      Designated Subsidiary pursuant to Section 2.15(a), other than any
      Subsidiary that shall have ceased to be a Designated Subsidiary as provided
      in
Section 2.15(b).

     

    “Dilution
      Reserve” means, on any date, a reserve established by the
      Administrative Agent to reflect dilution with respect to the Accounts,
      reasonably determined by the Administrative Agent at any time as the product
      of
      (a) the Eligible Accounts at such time and (b) the excess, if any, of (i) the
      percentage obtained by dividing (A) the aggregate amount of non-cash reductions
      in Accounts of the Borrower and the Designated Subsidiaries for a period, as
      reasonably determined by the Administrative Agent, preceding such time by (B)
      the total net sales of the Borrower and the Designated Subsidiaries for such
      period over (ii) 5.00%.

    


    
      
        
          
          

        

        
          
            

          

        

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

     

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

     

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

     

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

     

    “Eligible
      Accounts” shall mean Accounts of the Borrower and the Designated
      Subsidiaries that, in each case, satisfy the criteria set forth below, as
      reasonably determined by the Administrative Agent:

     

    (a)
      such Accounts arise from the actual and bona fide sale and delivery of goods
      or
      rendition of services by the Borrower or any Designated Subsidiary in the
      ordinary course of its business, which transactions are completed in accordance
      with the terms and provisions contained in any documents related thereto and
      for
      which an invoice has been rendered;

     

    (b)
      such Accounts are neither (i) unpaid more than 60 days after the date due nor
      (ii) unpaid more than 180 days after the date of the original invoice
      therefor;

     

    (c)
      such Accounts do not arise from sales on consignment, guaranteed sale, sale
      and
      return (other than in the ordinary course of business consistent with past
      practices, as disclosed to the Administrative Agent prior to the date hereof),
      sale on approval or other terms under which payment by the account debtor may
      be
      conditional or contingent;

     

    (d)
      the chief executive office of the account debtor with respect to such Accounts
      is located in the United States or Canada and such account debtor is formed
      or
      organized under the laws of a State of the United States or a Province of Canada
      (provided that, at any time promptly upon the Collateral Agent’s
      reasonable request, the Borrower or the applicable Designated Subsidiary shall
      execute and deliver, or cause to be executed and delivered, such other
      agreements, documents and instruments as may reasonably be required by the
      Collateral Agent to perfect the security interests of the Collateral Agent
      in
      the Accounts owed by any such account debtor the chief executive office of
      which
      is located in Canada, or which is formed or organized under the laws of a
      Province of Canada, in accordance with the applicable Federal or Provincial
      laws
      of Canada, and take or cause to be taken such other and further actions as
      the

    


    
      
        
          
          

        

        
          
            

          

        

        
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    Collateral
      Agent may reasonably request to enable the Collateral Agent as secured party
      with respect thereto to collect such Accounts under the applicable Federal
      or
      Provincial laws of Canada);

     

    (e)
      such Accounts have been invoiced and do not consist of progress billings (such
      that the obligation of the account debtors with respect to such Accounts is
      conditioned upon the Borrower’s or the applicable Designated Subsidiary’s
      satisfactory completion of any further performance under the agreement giving
      rise thereto), bill and hold invoices or retainage invoices, except, in the
      case
      of bill and hold invoices, if the Administrative Agent shall have received
      an
      agreement in writing from the account debtor, in form and substance reasonably
      satisfactory to the Administrative Agent, confirming the unconditional
      obligation of the account debtor to take the goods related thereto and pay
      such
      invoice;

     

    (f)
      the account debtor with respect to such Accounts has not asserted a
      counterclaim, defense or dispute and is not owed or does not claim to be owed
      any amounts that may give rise to any right of setoff or recoupment against
      such
      Accounts (but the portion of the Accounts of such account debtor in excess
      of
      the amount at any time and from time to time owed by the Borrower or the
      applicable Designated Subsidiary to such account debtor or claimed owed by
      such
      account debtor may be deemed Eligible Accounts);

     

    (g)
      such Accounts are subject to a valid and perfected security interest of the
      Collateral Agent as provided in the Collateral Documents (which security
      interest is first in priority, except with respect to nonconsensual Liens
      permitted under this Agreement that have a higher priority than such security
      interest as a matter of Law), and any goods giving rise thereto are not, and
      were not at the time of the sale thereof, subject to any Liens except those
      permitted under this Agreement;

     

    (h)
      the account debtor with respect to such Accounts is not an officer, director,
      employee, agent or other Affiliate of any Loan Party;

     

    (i)
      the account debtor with respect to such Accounts is not a Governmental
      Authority;

     

    (j)
      the account debtor with respect to such Accounts is not subject to any pending
      or, to the knowledge of the Borrower or any Designated Subsidiary, threatened
      bankruptcy, dissolution, liquidation, reorganization or similar
      proceeding;

     

    (k)
      such Accounts are not owed by an account debtor any Accounts of which are unpaid
      (i) more than 60 days after the date due or (ii) more than 180 days after the
      date of the original invoice therefor, in each case where such unpaid Accounts
      constitute more than 50% of the total Accounts of such account
      debtor;

     

    (l)
      such Accounts are not owed by an account debtor any Accounts of which are
      subject to any factoring arrangements, except where such factoring arrangements
      (i) are wholly non-recourse to the Borrower and its Subsidiaries or (ii) are
      otherwise on terms (including, if requested by the Administrative Agent, lien
      subordination arrangements) satisfactory to the Administrative Agent in its
      reasonable discretion;

    


    
      
        
          
          

        

        
          
            

          

        

        
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    (m)
      the account debtor with respect to such Accounts is not located in a State
      requiring the filing of a “Notice of Business Activities Report” or a similar
      report in order to permit the Borrower or the applicable Designated Subsidiary
      to seek judicial enforcement in such State of payment of such Account, unless
      the Borrower or such Designated Subsidiary, as the case may be, is qualified
      to
      do business in such State or has filed a “Notice of Business Activities Report”
or such similar report for the then current year or such failure to file and
      inability to seek judicial enforcement are capable of being remedied without
      any
      material delay or material cost.

     

    Notwithstanding
      the foregoing, (i) all Accounts of any single account debtor and its Affiliates
      that, in the aggregate, exceed the Applicable Concentration Percentage of the
      total amount of all Eligible Accounts at any time of determination shall be
      deemed not to be Eligible Accounts to the extent of such excess (it being
      understood that the foregoing percentage limitation must be satisfied after
      excluding all Accounts required to be excluded by the preceding sentence) and
      (ii) without duplication of any ineligibility determinations made pursuant
      to
      clause (f) of the preceding sentence, Eligible Accounts shall be reduced by
      the
      aggregate amount of the Accrued Right to Offset Accounts.  For
      purposes hereof, “Applicable Concentration Percentage”
means (a) for the account debtors, and their Affiliates,
      set forth on
Schedule 1.01(b), the percentage specified on such Schedule and
      (b) for any other account debtor, 20%.

     

    The
      criteria for Eligible Accounts set forth above may be changed and any new
      criteria for Eligible Accounts may be established by the Administrative Agent
      in
      its reasonable discretion based on either (A) an event, condition or other
      circumstance arising after the date hereof or (B) an event, condition or
      other circumstance existing on the date hereof to the extent the Administrative
      Agent had no written notice thereof from the Borrower prior to the date hereof,
      which event, condition or other circumstance, in the case of clauses (A)
      and (B), adversely affects, or could reasonably be expected to adversely affect,
      the Accounts by an amount that is material, all as reasonably determined by
      the
      Administrative Agent.  Any Accounts that are not Eligible Accounts
      shall nevertheless be part of the ABL Collateral.

     

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

     

    “Eligible
      In-Transit Inventory” means Inventory (a) that has been shipped
      for receipt by the Borrower or any Designated Subsidiary within 60 days after
      the date of shipment, but which has not yet been delivered to or on behalf
      of
      the Borrower or such Designated Subsidiary, as the case may be, (b) for which
      the purchase order is in the name of the Borrower or any Designated Subsidiary
      and title has passed to the Borrower or such Designated Subsidiary, as the
      case
      may be, (c) that is insured in accordance with the terms of this Agreement,
      (d)
      if reasonably requested by the Collateral Agent, where the bailee in possession
      thereof has delivered to the Collateral Agent a Collateral Access Agreement
      and
      (e) that otherwise would qualify as Eligible Inventory.

    


    
      
        
          
          

        

        
          
            

          

        

        
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    “Eligible
      Inventory” means
Inventory
      consisting of finished goods held for resale in the ordinary
      course of the business of the Borrower and the Designated Subsidiaries, raw
      materials for such finished goods and work-in-process consisting of unpackaged
      finished batteries that, in each case, satisfy the criteria set forth below,
      as
      reasonably determined by the Administrative Agent.  Eligible Inventory
      shall not include: (a) work-in-process (other than unpackaged finished
      batteries); (b) components that are not part of finished goods;
      (c) spare parts for equipment; (d) packaging, display and shipping
      materials; (e) supplies used or consumed in the business of the Borrower
      and its Subsidiaries; (f) Inventory located at premises other than those
      owned by, or leased and controlled by, the Borrower or any Designated
      Subsidiary, including Inventory in transit with common carriers, except (i)
      Inventory located at premises with respect to which (A) the Collateral Agent
      has
      received a Collateral Access Agreement or (B) an appropriate Landlord Reserve
      has been established and (ii) Eligible In-Transit Inventory; (g) Inventory
      subject to a Lien in favor of any Person other than the Collateral Agent, except
      Liens permitted under this Agreement; (h) bill and hold goods;
      (i) unserviceable, obsolete or close-out Inventory; (j) Inventory that
      is not subject to a valid and perfected security interest of the Collateral
      Agent as provided in the Collateral Documents (which security interest is first
      in priority, except with respect to nonconsensual Liens permitted under this
      Agreement that have a higher priority than such security interest as a matter
      of
      Law); (k) returned, damaged, re-worked and/or defective Inventory;
      (l) Inventory that is the subject of consignment by the Borrower or any
      Designated Subsidiary as consignor or consignee; and (m) Inventory located
      outside the United States, including Inventory in transit with common carriers
      (other than Eligible In-Transit Inventory); provided, however,
      that the Value of Eligible In-Transit Inventory at any time treated as Eligible
      Inventory shall not exceed $10,000,000.  The criteria for Eligible
      Inventory set forth above may be changed and any new criteria for Eligible
      Inventory may be established by the Administrative Agent in its reasonable
      discretion based on either (i) an event, condition or other circumstance
      arising after the date hereof or (ii) an event, condition or other
      circumstance existing on the date hereof to the extent the Administrative Agent
      had no written notice thereof from the Borrower prior to the date hereof, which
      event, condition or other circumstance, in the case of clauses (i) and (ii),
      adversely affects, or could reasonably be expected to adversely affect, the
      Inventory by an amount that is material, all as reasonably determined by the
      Administrative Agent.  Any Inventory that is not Eligible Inventory
      shall nevertheless be part of the ABL Collateral.

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

        
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    handling,
      manufacture, possession, presence, processing, transportation, storage,
      treatment or disposal of any Hazardous Materials, (c) exposure to any
      Hazardous Materials or (d) the Release or threatened Release of any
      Hazardous Materials into the environment.

     

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

     

    “Equity
      Interests” means, with respect to any Person, all of the shares of
      capital stock of (or other ownership or profit interests in) such Person, all
      of
      the warrants, options or other rights for the purchase or acquisition from
      such
      Person of shares of capital stock of (or other ownership or profit interests
      in)
      such Person, all of the securities convertible into or exchangeable for shares
      of capital stock of (or other ownership or profit interests in) such Person
      or
      warrants, rights or options for the purchase or acquisition from such Person
      of
      such shares (or such other interests), and all of the other ownership or profit
      interests in such Person (including partnership, member or trust interests
      therein), whether voting or nonvoting, and whether or not such shares, warrants,
      options, rights or other interests are outstanding on any date of
      determination.

     

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

     

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

     

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

     

    “ERISA
      Event” means (a) a Reportable Event with respect to a Pension
      Plan; (b) the existence with respect to any Pension Plan of an “accumulated
      funding deficiency” (as defined in Section 412 of the Code or
      Section 302 of ERISA), and, whether or not waived, the failure to make by
      its due date a required installment under Section 412(m) of the Code with
      respect to any Pension Plan or the failure to make any required contribution
      to
      a Multiemployer Plan; (c) a withdrawal by the Borrower or any ERISA
      Affiliate from a Pension Plan subject to Section 4063 of ERISA during a
      plan year in which it was a substantial employer (as defined in
      Section 4001(a)(2) of ERISA) or a cessation of operations that is treated
      as such a withdrawal under Section 4062(e) of ERISA; (d) a complete or
      partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer
      Plan, or notification that a Multiemployer Plan is in reorganization or has
      been
      terminated, within the meaning of Title IV of ERISA; (e) the filing of
      a notice of intent to terminate, the treatment of a Pension Plan amendment
      as a
      termination under Sections 4041 or 4041A of ERISA, or the commencement of
      proceedings by the PBGC to

    


    
      
        
          
          

        

        
          
            

          

        

        
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    terminate
      a Pension Plan or Multiemployer Plan; (f) an event or condition which
      constitutes grounds under Section 4042 of ERISA for the termination of, or
      the appointment of a trustee to administer, any Pension Plan or Multiemployer
      Plan; (g) a determination that any Pension Plan is, or is expected to be,
      in “at-risk” status (as defined in Section 303(i)(4)(A) of ERISA or
      Section 403(i)(4)(A) of the Code); (h) the application for a minimum
      funding waiver with respect to a Pension Plan; (i) the imposition of any
      liability under Title IV of ERISA, other than for PBGC premiums due but not
      delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA
      Affiliate; (j) the occurrence of a nonexempt prohibited transaction (within
      the meaning of Section 4975 of the Code or Section 406 of ERISA) which
      could result in liability to the Borrower or any of its Subsidiaries; or
      (k) any other event similar to those described under clauses (a) through
      (j) with respect to any Foreign Plan.

     

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

     

    
      	 	
              Eurodollar
                Rate =

            	
                    London
                Interbank Offered Rate

            
	 	 	
              1.00
                - Eurodollar Reserve Percentage

               

            


    

    


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

     

    “Eurodollar
      Reserve Percentage” means, for any day during any Interest Period,
      the reserve percentage (expressed as a decimal, carried out to five decimal
      places) in effect on such day, whether or not applicable to any Lender, under
      regulations issued from time to time by the FRB for determining the maximum
      reserve requirement (including any emergency, supplemental or other marginal
      reserve requirement) with respect to Eurocurrency funding (currently referred
      to
      as “Eurocurrency liabilities”).  Eurodollar Rate Loans shall be deemed
      to constitute Eurocurrency liabilities and, as such, shall be deemed subject
      to
      reserve requirements without benefits of credits for proration, exceptions
      or
      offsets that may be available from time to time to any Lender.  The
      Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted
      automatically as of the effective date of any change in the Eurodollar Reserve
      Percentage.

     

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

     

    “Excess
      Availability” means, at any time, an amount equal to (a) the
      lesser of (i) the aggregate Commitments at such time and (ii) the Borrowing
      Base at such time, minus (b) the aggregate amount of the Revolving
      Exposures at such time.

     

    “Excluded
      Taxes” means, with respect to any Agent, any Lender, any LC Issuer
      or any other recipient of any payment to be made by or on account of any
      obligation of the Borrower hereunder, (a) Taxes imposed on or measured by its
      overall net income (however denominated), and franchise Taxes imposed on it
      (in
      lieu of net income Taxes), by the jurisdiction (or any political subdivision
      thereof) under the Laws of which such recipient is organized or in which its
      principal office is located or in which it otherwise does business or, in the
      case of any Lender, in which its applicable Lending Office is located or in
      which it otherwise

     

    
      
        
          
          

        

        
          
            

          

        

        
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    does
      business, (b) any branch profits taxes imposed by the United States, (c) in
      the
      case of a Foreign Lender (other than an assignee pursuant to a request by the
      Borrower under Section 10.12), any United States withholding tax
      that is imposed on amounts payable by the Borrower to such Foreign Lender at
      the
      time such Foreign Lender becomes a party hereto (or designates a new Lending
      Office) or is attributable to such Foreign Lender’s failure or inability (other
      than as a result of a Change in Law) to comply with Section 3.01(f),
      except to the extent that such Foreign Lender (or its assignor, if any) was
      entitled, at the time of designation of a new Lending Office (or assignment),
      to
      receive additional amounts from the Borrower with respect to such Tax pursuant
      to Section 3.01(a) and (d) in the case of a Lender that is not a
      Foreign Lender, other than an assignee pursuant to a request by the Borrower
      under Section 10.12, any Tax that is imposed on amounts payable to
      such Lender at the time such Lender becomes a party hereto (or designates a
      new
      Lending Office) or is attributable to such Lender’s failure or inability (other
      than as a result of a Change in Law) to comply with Section 3.01(f),
      except to the extent that such Lender (or its assignor, if any) was entitled
      at
      the time of designation of a new Lending Office (or assignment), to receive
      additional amounts from the Borrower with respect to such Tax pursuant to
Section 3.01(a).

     

    “Facilities
      Reduction Amount” has the meaning specified in the Term Credit
      Agreement as in effect on the date hereof.

     

    “Facility”
      means, at any time, (a) prior to the Closing Date, the aggregate amount of
      the
      Commitments in effect at such time and (b) thereafter, the sum of (i) the
      aggregate Revolving Exposure at such time and (ii) the aggregate amount of
      the
      unused Commitments in effect at such time.

     

    “Federal
      Funds Effective Rate” means, for any day, a fluctuating rate of
      interest per annum equal to the weighted average of the rates on overnight
      Federal funds transactions with members of the Federal Reserve System arranged
      by Federal funds brokers on such day, as published by the Federal Reserve Bank
      of New York on the Business Day next succeeding such day; provided that
      (a) if such day is not a Business Day, the Federal Funds Rate for such day
      shall
      be such rate on such transactions on the next preceding Business Day as so
      published on the next succeeding Business Day and (b) if no such rate is so
      published on such next succeeding Business Day, the Federal Funds Rate for
      such
      day shall be the average of the quotations on such day on such transactions
      received by the Administrative Agent from three Federal funds brokers of
      recognized standing selected by it.

     

    “Fee
      Letter” means the Fee Letter dated June 21, 2007, among the
      Borrower, GSCP and Wachovia.

     

    “Fitch”
      means Fitch Ratings and any successor thereto.

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

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

     

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

     

    “GAAP” means
      generally accepted accounting principles in the United States set forth in
      the
      opinions and pronouncements of the Accounting Principles Board and the American
      Institute of Certified Public Accountants and statements and pronouncements
      of
      the Financial Accounting Standards Board or such other principles as may be
      approved by a significant segment of the accounting profession in the United
      States, which are applicable to the circumstances as of the date of
      determination.

     

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

     

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

     

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

     

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

     

    (a)           the
      Collateral Agent shall have received from each Loan Party either (i) a
      counterpart of the ABL Guarantee and Collateral Agreement duly executed and
      delivered on behalf of such Loan Party or (ii) in the case of any Person
      that becomes a Loan Party after the Closing Date, a supplement to the ABL
      Guarantee and Collateral Agreement, in the form specified therein, duly executed
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    (b)           all
      documents and instruments, including Uniform Commercial Code financing
      statements and documents required by Law or reasonably requested by the
      Collateral Agent to be filed, registered or recorded to create the Liens
      intended to be created by the ABL Guarantee and Collateral Agreement and perfect
      such Liens to the extent required by, and with the priority required by, the
      ABL
      Guarantee and Collateral Agreement, shall have been filed, registered or
      recorded or delivered to the Collateral Agent for filing, registration or
      recording;

     

    (c)           with
      respect to each deposit account maintained by any Loan Party (other than any
      such account the average daily balance in which does not exceed at any time
      $1,000,000 for any such account or $5,000,000 for all such accounts), the
      Collateral Agent shall have received a counterpart, duly executed and delivered
      by the applicable Loan Party and the depositary institution, of a Deposit
      Account Control Agreement; provided that the foregoing shall not require
      delivery of any such agreement with respect to (i) accounts maintained outside
      the United States or (ii) deposit accounts with respect to which such a Deposit
      Account Control Agreement is prohibited under applicable Law or under agreements
      establishing such accounts (provided that such prohibitions in such
      agreements were not entered into in contemplation of the requirements set forth
      in this paragraph);

     

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

     

    (e)           the
      Collateral Agent shall have received, in form and substance reasonably
      satisfactory to the Collateral Agent, all waivers, acknowledgments and other
      agreements (including Collateral Access Agreements) from third parties that
      the
      Collateral Agent may deem necessary or desirable in order to permit and perfect
      its Liens on the ABL Collateral or to effectuate the provisions or purposes
      of
      this Agreement and the other Loan Documents; and

     

    (f)           the
      Collateral Agent shall have received evidence, in form and substance reasonably
      satisfactory to the Collateral Agent, that the Collateral Agent has a valid
      and
      perfected Lien on all of the ABL Collateral.

     

    The
      foregoing definition shall not require the creation or perfection of security
      interests in, or the obtaining of Deposit Account Control Agreements with
      respect to, particular assets if and for so long as, in the judgment of the
      Collateral Agent, the cost of creating or perfecting such security interests
      in
      such assets or obtaining Deposit Account Control

    


    
      
        
          
          

        

        
          
            

          

        

        
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    Agreements
      in respect of such assets shall be excessive in view of the benefits to be
      obtained by the Lenders therefrom.  The Collateral Agent may grant
      extensions of time for the delivery of Deposit Account Control Agreements,
      consents, approvals, waivers, acknowledgments and other agreements referred
      to
      in clause (c), (d) or (e) above (including extensions beyond the Closing
      Date), where it determines that such delivery cannot be accomplished without
      undue effort or expense by the time or times at which it would otherwise be
      required by this Agreement or the Collateral Documents.  The
      requirements of clause (e) above shall be deemed to have been satisfied if
      the
      Loan Parties shall have used their reasonable best efforts to obtain the
      waivers, acknowledgments and agreements referred to therein (irrespective of
      whether such waivers, acknowledgements or agreements were in fact
      obtained).

     

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

     

    “Increase
      Effective Date” has the meaning specified in Section
      2.07(d).

     

    “Increasing
      Lender” has the meaning specified in Section
      2.07(d).

     

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

     

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

     

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

     

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

     

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

     

    (e)           all
      Attributable Indebtedness;

    


    
      
        
          
          

        

        
          
            

          

        

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

     

    (g)           all
      Guarantees of such Person in respect of any of the foregoing.

     

    For
      all purposes hereof, the Indebtedness of any Person shall include the
      Indebtedness of any partnership or joint venture (other than a joint venture
      that is itself a corporation or limited liability company) in which such Person
      is a general partner or a joint venturer, unless such Indebtedness is expressly
      made non-recourse to such Person.

     

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

     

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

     

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

     

    “Indentures”
      means, collectively, the 2013 New Indenture, the 2013 Original
      Indenture and the 2015 Indenture.

    


    
      
        
          
          

        

        
          
            

          

        

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

     

    “Initial
      Borrowing” has the meaning specified in Section
      2.07(d).

     

    “Interest
      Payment Date” means (a) as to any Eurodollar Rate Loan, the last
      day of each Interest Period applicable to such Loan and the Maturity Date;
      provided, however, that if any Interest Period for a Eurodollar
      Rate Loan exceeds three months, the respective dates that fall every three
      months after the beginning of such Interest Period shall also be Interest
      Payment Dates; and (b) as to any Base Rate Loan, the first Business Day of
      each
      April, July, October and January and the Maturity Date.

     

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

     

    (a)           any
      Interest Period that would otherwise end on a day that is not a Business Day
      shall be extended to the next succeeding Business Day unless (i) such Business
      Day falls in another calendar month or (ii) such Business Day falls more than
      365 days after the commencement of such Interest Period (or if such Interest
      Period includes February 29, 366 days), in which case such Interest Period
      shall
      end on the next preceding Business Day;

     

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

     

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

     

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

     

    “Inventory”
      means, as to the Borrower or any Designated Subsidiary, all of the Borrower’s or
      such Designated Subsidiary’s now owned and hereafter existing or acquired goods,
      wherever located, that (a) are leased by the Borrower or such Designated
      Subsidiary as lessor, (b) are held by the Borrower or such Designated
      Subsidiary for sale or lease or to be furnished under a contract of service,
      (c) are furnished by the Borrower or such Designated Subsidiary under a
      contract of service or (d) consist of raw materials, work in process,
      finished goods or materials used or consumed in the business of the Borrower
      or
      such Designated Subsidiary.

     

    “Inventory
      Borrowing Base Availability” means, at any time, the Borrowing
      Base at such time, minus any amount thereof attributable to Eligible
      Accounts.

     

    
      
        
          
          

        

        
          
            

          

        

        
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    “Investment”
      means, as to any Person, any direct or indirect acquisition or investment by
      such Person, whether by means of (a) the purchase or other acquisition of
      Equity Interests of another Person, (b) a loan, advance or capital
      contribution to, Guarantee or assumption of debt of, or purchase or other
      acquisition of any other debt interest in, another Person, or (c) the
      purchase or other acquisition (in one transaction or a series of transactions)
      of assets of another Person that constitute a business unit or all or a
      substantial part of the business of, such Person.  For purposes of
      covenant compliance, the amount of any Investment shall be the amount actually
      invested, without adjustment for subsequent increases or decreases in the value
      of such Investment.

     

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

     

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

     

    “IRS”
      means the United States Internal Revenue Service.

     

    “Landlord
      Reserves” means Other Reserves of the type referred to in clause
      (E) of the penultimate sentence of the definition of the term “Other
      Reserves”.

     

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

     

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

     

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

     

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

     

    “Lenders”
      means the Persons listed on Schedule 2.01 as having a Commitment and
      any other Person that shall have become a party hereto pursuant to an Accession
      Agreement or an Assignment and Assumption, other than any such Person that
      ceases to be a party hereto pursuant to an Assignment and
      Assumption.  Unless the context otherwise requires, the term “Lenders”
includes the Swingline Lender and the Administrative Agent, in its capacity
      as
      the lender of the Special Agent Loans.

     

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

    


    
      
        
          
          

        

        
          
            

          

        

        
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    “Letter
      of Credit” means any letter of credit issued and outstanding
      hereunder.

     

    “Letter
      of Credit Limit” means $60,000,000.

     

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

     

    “Loan”
      means a Revolving Loan, a Swingline Loan or a Special Agent Loan, or a
      combination thereof, as the context requires.

     

    “Loan
      Documents” means, collectively, this Agreement, each Accession
      Agreement, the ABL Intercreditor Agreement, the ABL Guarantee and Collateral
      Agreement and the other Collateral Documents.

     

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

     

    “London
      Interbank Offered Rate” means, for any Interest Period, the rate
      of interest per annum (rounded upwards, if necessary, to the nearest 1/100
      of
      1%) appearing on Reuters Screen LIBOR01 Page (or any successor page) as the
      London interbank offered rate for deposits in Dollars at approximately 11:00
      a.m., London time, two Business Days prior to the first day of such Interest
      Period for a term comparable to such Interest Period; provided that, if
      more than one rate is specified on Reuters Screen LIBOR01 Page (or such
      successor page), the applicable rate shall be the arithmetic mean of all such
      rates.  In the event that such rate does not appear on such page (or
      otherwise on the Reuters Service), then the “Eurodollar Base Rate” for such
      Interest Period shall be the rate per annum determined by the Administrative
      Agent to be the rate at which deposits in Dollars for delivery on the first
      day
      of such Interest Period in same day funds in the approximate amount of the
      Eurodollar Rate Loan being made, continued or converted and with a term
      equivalent to such Interest Period would be offered by the London Branch of
      Wachovia to major banks in the London interbank eurocurrency market at their
      request at approximately 11:00 a.m., London time, two Business Days prior to
      the
      first day of such Interest Period.

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

        
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    “Maturity
      Date” means September 28, 2011.

     

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

     

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

     

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

     

    “Net
      Recovery Percentage” means a fraction, expressed as a percentage,
      (a) the numerator of which is the amount of the recovery in respect of the
      Inventory of the Borrower and the Designated Subsidiaries, stated in Dollars,
      determined on a “net orderly liquidation value” basis as set forth in the most
      recent appraisal of such Inventory received by the Administrative Agent in
      accordance with Section 6.18, net of operating expenses, liquidation
      expenses and commissions reasonably estimated to be incurred in connection
      therewith, and (b) the denominator of which is the Value of such Inventory
      as of the date of such appraisal (or as of a recent date prior
      thereto).

     

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

     

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

     

    “NPL”
      means the National Priorities List under CERCLA.

    


    
      
        
          
          

        

        
          
            

          

        

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

     

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

     

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

     

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

     

    “Other
      Reserves” means, as of any date of determination, such amounts as
      the Administrative Agent may from time to time establish and revise, in its
      reasonable credit judgment consistent with its other asset-based lending
      transactions of this type, as reserves reducing the amount of the Borrowing
      Base
      that would otherwise be in effect hereunder or, with respect to such reserves
      that would qualify as Specified Reserves, reducing the amount of credit
      available hereunder, in each case (a) to reflect events, conditions,
      contingencies or risks that, adversely affect, or could reasonably be expected
      to adversely affect, in any material respect (i) the ABL Collateral, its
      value or the amount that might be received by the Collateral Agent from the
      sale
      or other disposition or realization upon such ABL Collateral, (ii) the
      assets or business of the Borrower and the Designated Subsidiaries or
      (iii) the security interest of the Collateral Agent in the ABL Collateral
      (including the enforceability, perfection and priority thereof), all as
      reasonably determined by the Administrative Agent; (b) to reflect the
      Administrative Agent’s reasonable belief that any Borrowing Base Certificate,
      collateral report or other financial information furnished by or on behalf
      of
      any Loan Party to the Administrative Agent is or may have been incomplete,
      inaccurate or misleading in any material respect; or (c) in respect of any
      state of facts that the Administrative Agent reasonably determines constitutes
      a
      Default or an Event of Default.  Without limiting the generality of
      the foregoing, Other Reserves may, in the Administrative Agent’s reasonable
      discretion, be established to reflect, without duplication, (A) cost
      variances, accrued royalties, returns, discounts, claims, credits and allowances
      of any nature that are not paid pursuant to the reduction of Accounts,
      (B) sales, excise or similar Taxes included in the amount of any Accounts
      reported to the Administrative Agent, (C) a change in the turnover, age or
      mix of the categories of Inventory that adversely affects the aggregate value
      of
      all Inventory by an amount reasonably determined by the Administrative Agent
      to
      be material, (D) purchase price variances with respect to Inventory and
      (E) amounts (including up to three-months rent) due or to become due to
      owners and lessors of premises where any ABL Collateral is located, other than
      for those locations where the Collateral Agent has received a Collateral Access
      Agreement.  The amount of any Other Reserve established by the
      Administrative Agent shall have a reasonable relationship to the
      event,

    


    
      
        
          
          

        

        
          
            

          

        

        
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    condition
      or other matter that is the basis for such reserve, as reasonably determined
      by
      the Administrative Agent.  Notwithstanding anything herein to the
      contrary, Other Reserves in effect at any time shall not be duplicative of
      any
      ineligibility determinations made pursuant to the criteria set forth in the
      definitions of the terms “Eligible Accounts” and “Eligible
      Inventory”.

     

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

     

    “Overadvance
      Loan” means any Revolving Loan if, after giving effect to the
      making thereof, the aggregate amount of the Revolving Exposures (other than
      any
      portion thereof attributable to the Special Agent Loan Exposure) exceeds an
      amount equal to (a) the lesser of (i) the aggregate Commitments at such time,
      (ii) the Borrowing Base at such time and (iii) the Facilities Reduction Amount
      at such time, less (b) the Specified Reserves at such time, less (c) the
      Availability Block.

     

    “Overadvance
      Loan Exposure” means, at any time, the aggregate principal amount
      of all Overadvance Loans outstanding at such time.  The Overadvance
      Loan Exposure of any Revolving Lender at any time shall be its Applicable
      Percentage of the total Overadvance Loan Exposure at such time.

     

    “Overadvance
      Maximum Amount” means, at any time, an amount determined by the
      Administrative Agent in its discretion to be the Overadvance Maximum Amount
      at
      such time, provided that (a) such amount shall not exceed, at any time,
      $12,500,000 and (b) the sum of the Overadvance Maximum Amount plus the Special
      Agent Loan Maximum Amount shall not exceed, at any time, an amount equal to
      the
      lesser of (i) 10% of the aggregate Commitments in effect at such time and
      (ii) the Availability Block; provided further that, in the event
      that the Lenders representing at least the Supermajority Required Lenders at
      the
      time of the delivery thereof shall have delivered to the Administrative Agent
      a
      written notice to the effect that the Overadvance Maximum Amount may not exceed
      the amount specified in such notice, then, from and after the date of the
      receipt by the Administrative Agent of such notice (and, if applicable, until
      the date of receipt of a subsequent such notice), for purposes of
Sections 2.01(b), 2.04(a) and 4.02(b) the Overadvance
      Maximum Amount may not exceed the amount set forth in such notice.

     

    “Participation
      Fees” means the letter of credit participation fees payable by the
      Borrower to the Lenders pursuant to Section 2.10(b).

     

    “PBGC”
      means the Pension Benefit Guaranty Corporation.

     

    “Pension
      Plan” means any “employee pension benefit plan” (as such term is
      defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
      subject to Title IV of ERISA and is sponsored or maintained by the Borrower
      or
      any ERISA Affiliate, to which the Borrower or any ERISA Affiliate contributes
      or
      has an obligation to contribute or to which the Borrower or any ERISA Affiliate
      could have liability under Section 4064 or 4069 of ERISA in the event such
      plan has been or were to be terminated.

    


    
      
        
          
          

        

        
          
            

          

        

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

     

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

     

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

     

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

     

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

     

    “Platform”
      has the meaning specified in Section 6.04.

     

    “Prime
      Rate” means the rate of interest from time to time announced by
      Wachovia, or its successors, as its prime rate.  The Prime Rate is a
      reference rate and does not necessarily represent the lowest or best rate
      actually charged to any customer.  Any Agent or any Lender may make
      commercial loans or other loans at rates of interest at, above or below the
      Prime Rate.

     

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

     

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

     

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

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

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

     

    “Report”
      has the meaning specified in Section 9.08(c).

     

    “Required
      Lenders” means, at any time, Lenders having Revolving Exposures
      and unused Commitments representing more than 50% of the sum of (a) the
      aggregate Revolving Exposure outstanding at such time and (b) the aggregate
      unused Commitments in effect at such time.

     

    “Responsible
      Officer” means, in the case of the Borrower or any other Loan
      Party, the chairman or vice chairman, chief executive officer, president, chief
      financial officer, general counsel, secretary, treasurer or assistant treasurer
      (or such other officer as may be reasonably acceptable to the Administrative
      Agent) of the Borrower or such Loan Party.  Any document delivered
      hereunder that is signed by a Responsible Officer of a Loan Party shall be
      conclusively presumed to have been authorized by all necessary corporate,
      partnership and/or other action on the part of such Loan Party, and such
      Responsible Officer shall be conclusively presumed to have acted on behalf
      of
      such Loan Party.

     

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

     

    “Revolving
      Borrowing” means Revolving Loans of the same Type made, converted
      or continued on the same date and, in the case of Eurodollar Rate Loans, as
      to
      which a single Interest Period is in effect.

     

    “Revolving
      Exposure” means, with respect to any Lender at any time, the sum
      of the outstanding principal amount of such Lender’s Revolving Loans and its LC
      Exposure, Swingline Exposure and Special Agent Loan Exposure at such
      time.

     

    “Revolving
      Loan” means a Loan made pursuant to Section
      2.01.

     

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

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

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

     

    “Solvent”
      and “Solvency” mean, with respect to any Person on any
      date of determination, that on such date (a) the fair value of the assets
      of such Person is greater than the total amount of liabilities, including
      contingent liabilities, of such Person, (b) the present fair salable value
      of the assets of such Person is not less than the amount that will be required
      to pay the probable liability of such Person on its debts and other liabilities
      as they become absolute and matured, (c) such Person does not intend to,
      and does not believe that it will, incur debts or other liabilities beyond
      such
      Person’s ability to pay such debts and liabilities as they mature and
      (d) such Person is not engaged in business or a transaction, and is not
      about to engage in business or a transaction, for which such Person’s assets
      would constitute an unreasonably small capital.  The amount of
      contingent liabilities at any time shall be computed as the amount that, in
      the
      light of all the facts and circumstances existing at such time, represents
      the
      amount that could reasonably be expected to become an actual or matured
      liability.

     

    “Special
      Agent Loan” means a Loan made pursuant to
Section 2.05.

     

    “Special
      Agent Loan Exposure” means, at any time, the aggregate principal
      amount of all Special Agent Loans outstanding at such time.  The
      Special Agent Loan Exposure of any Revolving Lender at any time shall be its
      Applicable Percentage of the total Special Agent Loan Exposure at such
      time.

     

    “Special
      Agent Loan Maximum Amount” means, at any time, an amount
      determined by the Administrative Agent in its discretion to be the Special
      Agent
      Loan Maximum Amount at such time, provided that the sum of the Special
      Agent Loan Maximum Amount plus the Overadvance Maximum Amount shall not exceed,
      at any time, an amount equal to the lesser of (a) 10% of the aggregate
      Commitments in effect at such time and (b) the Availability Block;
provided further that, in the event that the Lenders representing at
      least the Supermajority Required Lenders at the time of the delivery thereof
      shall have delivered to the Administrative Agent a written notice to the effect
      that the Special Agent Loan Maximum Amount may not exceed the amount specified
      in such notice, then, from and after the date of the receipt by the
      Administrative Agent of such notice (and, if applicable, until the date of
      receipt of a subsequent such notice), for purposes of
Sections 2.05(a) and 4.02(b) the Special Agent Loan Maximum
      Amount may not exceed the amount set forth in such notice.

     

    “Specified
      Reserves” means, as of any date of determination, Other Reserves
      on account of items that, in the reasonable judgment of the Administrative
      Agent, would result in a future cash expenditure by or on behalf of the Borrower
      or any Subsidiary; provided, that the Administrative Agent may at any
      time and from time to time, in its discretion, (a) reduce the amount of
      Specified Reserves below the amount that would otherwise constitute
      Specified

    


    
      
        
          
          

        

        
          
            

          

        

        
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    Reserves
      determined in accordance with this definition and (b) reinstate (in whole
      or in part) any reduction made pursuant to clause (a), it being understood
      that any reduction or reinstatement made pursuant to this paragraph shall not,
      in itself, affect the amount of Other Reserves (which shall be determined in
      accordance with the definition of such term).

     

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

     

    “Subsequent
      Borrowing” has the meaning specified in Section
      2.07(d).

     

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

     

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

     

    “Supermajority
      Required Lenders” means, at any time, Lenders having Revolving
      Exposures and unused Commitments representing more than 66-2/3% of the sum
      of
      (a) the aggregate Revolving Exposure outstanding at such time and (b) the
      aggregate unused Commitments in effect at such time.

     

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

    


    
      
        
          
          

        

        
          
            

          

        

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

     

    “Swingline
      Exposure” means, at any time, the aggregate principal amount of
      all Swingline Loans outstanding at such time.  The Swingline Exposure
      of any Revolving Lender at any time shall be its Applicable Percentage of the
      total Swingline Exposure at such time.

     

    “Swingline
      Lender” means Wachovia, in its capacity as lender of Swingline
      Loans hereunder.

     

    “Swingline
      Limit” means $30,000,000.

     

    “Swingline
      Loan” means a Loan made pursuant to
Section 2.04.

     

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

     

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

     

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

     

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

     

    “Term
      Credit Agreement” means the Credit Agreement dated as of
      March 30, 2007, among the Borrower, GSCP, as the administrative agent,
      collateral agent and syndication agent, Wachovia, as the deposit agent, Bank
      of
      America, N.A., as an LC issuer, and the lenders party thereto.

    


    
      
        
          
          

        

        
          
            

          

        

        
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    “Term
      Facility Closing Date” means March 30, 2007.

     

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

     

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

     

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

     

    “Transactions”
      means, collectively, the execution, delivery and performance by the Loan Parties
      of this Agreement and the other Loan Documents, the borrowing of the Loans
      and
      the use of the proceeds thereof, the obtaining of the Letters of Credit and
      the
      creation and perfection of Liens granted under the Collateral
      Documents.

     

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

     

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

     

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

     

    “Unrestricted
      Cash” means, as of any date of determination, the aggregate amount
      of unrestricted cash and Cash Equivalents of the Loan Parties that is on deposit
      in one or more deposit or securities accounts maintained at a bank or a
      securities intermediary, provided that such deposit or securities
      accounts are, in each case, maintained at a branch office thereof located within
      the United States.

     

    “Value”
      means, with respect to Inventory, the lower of (a) the cost thereof,
      computed on a first-in first-out basis in accordance with GAAP, and (b) the
      market value thereof, in each case as reasonably determined by the
      Administrative Agent; provided that, for purposes of the calculation of
      the Borrowing Base, (i) the Value of the Inventory shall not include
      (A) the portion of the value of Inventory equal to the profit earned by any
      Affiliate of the Borrower on the sale thereof to the Borrower or any Subsidiary
      or (B) write-ups or write-downs in value with respect to currency exchange
      rates and (ii) notwithstanding anything to the contrary contained herein,
      the cost of the Inventory shall be computed in the same manner as, and
      consistent with, the most recent appraisal of the Inventory received by the
      Administrative Agent prior to the date hereof.

     

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

     

    “Wholly-Owned
      Subsidiary” means any Person in which, other than director’s
      qualifying shares or similar shares owned by other Persons due to native
      ownership requirements, 100% of the capital stock or other equity interests
      of
      each class is owned beneficially
      and of record by the Borrower or by one or more other wholly-owned Subsidiaries
      of the Borrower.

    


    
      
        
          
          

        

        
          
            

          

        

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

     

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

     

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

     

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

     

    Section
      1.03.  Accounting
      Terms.

     

    (a)          Generally.  All
      accounting terms not specifically or completely defined herein shall be
      construed in conformity with, and all financial data (including financial ratios
      and other financial calculations) required to be submitted pursuant to this
      Agreement shall be prepared in conformity with, GAAP, as in effect from time
      to
      time, applied on a consistent basis in a manner consistent with that used in
      preparing the audited consolidated financial statements of the Borrower and
      its
      Subsidiaries for the fiscal year ended September 30, 2006, except as
      otherwise specifically prescribed herein.

    


    
      
        
          
          

        

        
          
            

          

        

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

     

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

     

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

     

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

     

    ARTICLE
      II

     

    THE
      COMMITMENTS AND CREDIT EXTENSIONS

     

    Section
      2.01.  Commitments.  Subject to the terms
      and conditions set forth herein, each
      Lender severally agrees to make Revolving Loans to the Borrower from time to
      time during the Availability Period in an aggregate principal amount at any
      time
      outstanding that will not result in:

     

    (a)          the
      Revolving Exposure of such Lender exceeding (i) such Lender’s Commitment at such
      time or (ii) such Lender’s Applicable Percentage of the Borrowing Base at
      such time; or

     

    (b)          the
      aggregate amount of the Revolving Exposures exceeding an amount equal to (i)
      the
      lesser of (A) the aggregate Commitments at such time, (B) the
      Borrowing Base at such time and (C) the Facilities Reduction Amount at such
      time, minus (ii) the Availability Block, minus (iii) the Specified
      Reserves at such time, plus (iv) the Overadvance Maximum Amount at such
      time, plus (v) the Special Agent Loan Exposure at such time.

    


    
      
        
          
          

        

        
          
            

          

        

        
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      The
        Revolving Loans shall be made by the Lenders ratably in accordance with their
        respective Commitments and shall be denominated in Dollars.  Within
        the foregoing limits and subject to the terms and conditions set forth herein,
        the Borrower may borrow, prepay and reborrow Revolving Loans.

    

     

    Section
      2.02.  Borrowings, Conversions and
      Continuations of Revolving Loans.

     

    (a)          Subject
      to Section 2.13(c), each Revolving Borrowing, each conversion of
      Revolving Loans from one Type to the other and each continuation of Eurodollar
      Rate Loans shall be made upon an irrevocable notice by the Borrower to the
      Administrative Agent, which may be given by telephone.  Each such
      notice must be received by the Administrative Agent not later than (i) 1:00
      p.m.
      three Business Days prior to the requested date of any Revolving Borrowing
      of,
      conversion to or continuation of Eurodollar Rate Loans, and (ii) 1:00 p.m.
      on
      the requested date of any Revolving Borrowing of or conversion to Base Rate
      Loans.  Each telephonic notice by the Borrower pursuant to this
Section 2.02(a) must be confirmed promptly by delivery to the
      Administrative Agent of a written Committed Loan Notice, appropriately completed
      and signed by a Responsible Officer of the Borrower.  Each borrowing
      of, conversion to or continuation of Eurodollar Rate Loans shall be in a
      principal amount of $2,500,000 or a whole multiple of $500,000 in excess
      thereof, and each borrowing of or conversion to Base Rate Loans shall be in
      a
      principal amount of $500,000 or a whole multiple of $100,000 in excess thereof;
      provided, however, that in the event any outstanding Revolving
      Borrowing is not a whole multiple of the multiple thresholds set forth above,
      then the foregoing multiple thresholds shall not be applicable to such Revolving
      Borrowing to the extent compliance therewith cannot be accomplished as a result
      thereof.  Each telephonic request and each Committed Loan Notice shall
      specify (i) whether the Borrower is requesting a Revolving Borrowing, a
      conversion of Revolving Loans from one Type to the other or a continuation
      of
      Eurodollar Rate Loans, (ii) the requested date of the Revolving Borrowing,
      conversion or continuation, as the case may be, which date shall be a Business
      Day, (iii) the principal amount of Revolving Loans to be borrowed,
      converted or continued, (iv) the Type of Revolving Loans to be borrowed or
      to
      which existing Revolving Loans are to be converted and (v) in the case of a
      Eurodollar Rate Loan, the duration of the Interest Period with respect
      thereto.  If the Borrower fails to specify a Type of Revolving Loan in
      a Committed Loan Notice, or if the Borrower fails to give a timely notice
      requesting a conversion or continuation thereof, then the applicable Revolving
      Loans shall be made as, or converted to, Base Rate Loans.  Any such
      automatic conversion to Base Rate Loans shall be effective as of the last day
      of
      the Interest Period then in effect with respect to the applicable Eurodollar
      Rate Loan.  If the Borrower requests a Revolving Borrowing of,
      conversion to, or continuation of Eurodollar Rate Loans in any such Committed
      Loan Notice, but fails to specify an Interest Period, it will be deemed to
      have
      specified an Interest Period of one month.  The provisions of this
      Section shall not apply to Swingline Loans, which shall be governed by
Section 2.04, or Special Agent Loans, which shall be governed by
Section 2.05.

     

    (b)          Following
      receipt of a Committed Loan Notice, the Administrative Agent shall promptly
      notify each Lender of its Applicable Percentage of the Revolving Loans, and
      if
      no timely notice of a conversion or continuation is provided by the Borrower,
      the Administrative Agent shall notify each Lender of the details of any
      automatic conversion to Base Rate Loans.  Each Lender shall make the
      amount of each Revolving Loan to be made by it hereunder

     

    
      
        
        

      

      
        
          

        

      

      
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    available
      to the Administrative Agent in immediately available funds at the Administrative
      Agent’s Office not later than 4:00 p.m. on the Business Day specified in the
      applicable Committed Loan Notice or, in the case of any Revolving Loans
      requested pursuant to Section 2.13(c), in the notice by the
      Administrative Agent to the Revolving Lenders referred to in such
      Section.  Subject to the satisfaction of the applicable conditions set
      forth in Article IV, the Administrative Agent shall (i) make all
      funds so received available to the Borrower, in like funds as received by the
      Administrative Agent, by wire transfer of such funds in accordance with
      instructions provided to the Administrative Agent by the Borrower, which
      instructions shall be reasonably acceptable to the Administrative Agent, or
      (ii)
      in the case of any Revolving Loans requested pursuant to
Section 2.13(c), apply such funds for the purposes set forth in such
      Section.

     

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

     

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

     

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

     

    Section
      2.03.  Letters of
      Credit.

     

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

     

    
      
        
          
          

        

        
          
            

          

        

        
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      (b)         Notice
        of Issuance, Amendment, Renewal and Extension; Certain
        Conditions.  To request the issuance of a Letter of Credit
        (or the amendment, renewal or extension of an outstanding Letter of Credit),
        the
        Borrower shall hand deliver or send by facsimile (or transmit by electronic
        communication, if arrangements for doing so have been approved by the applicable
        LC Issuer) to the applicable LC Issuer and the Administrative Agent (reasonably
        in advance of the requested date of issuance, amendment, renewal or extension)
        a
        notice requesting the issuance of such Letter of Credit, or identifying the
        Letter of Credit to be amended, renewed or extended, and specifying the date
        of
        issuance, amendment, renewal or extension, as applicable (which shall be
        a
        Business Day), the date on which such Letter of Credit is to expire (which
        shall
        comply with Section 2.03(c)), the amount of such Letter of Credit,
        the name and address of the beneficiary thereof, the account party for such
        Letter of Credit and such other information as shall be necessary to enable
        the
        applicable LC Issuer to prepare, amend, renew or extend such Letter of
        Credit.  If requested by the applicable LC Issuer, the Borrower also
        shall submit a letter of credit application on the applicable LC Issuer’s
        standard form in connection with any request for a Letter of
        Credit.  A Letter of Credit shall be issued, amended, renewed or
        extended only if (and upon issuance, amendment, renewal or extension of each
        Letter of Credit the Borrower shall be deemed to represent and warrant that),
        after giving effect to such issuance, amendment, renewal or extension, (i)
        the
        aggregate LC Exposure will not exceed the Letter of Credit Limit and (ii)
        the
        aggregate amount of the Revolving Exposures (other than any portion thereof
        attributable to Overadvance Loans or Special Agent Loans) will not exceed
        (A)
        the lesser of (1) the aggregate Commitments at such time, (2) the Borrowing
        Base at such time and (3) the Facilities Reduction Amount at such time, minus
        (B) the Availability Block at such time, minus (C) the Specified Reserves
        at such time.  Each LC Issuer agrees that it will not issue, renew,
        extend or increase the amount of any Letter of Credit without first obtaining
        written confirmation from the Administrative Agent that such action is then
        permitted under this Agreement.

    

     

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

     

    (d)          Participations.  By
      the issuance of a Letter of Credit, or an amendment to a Letter of Credit
      increasing the amount thereof, and without any further action on the part of
      the
      applicable LC Issuer or the Revolving Lenders, such LC Issuer hereby grants
      to
      each Revolving Lender, and each Revolving Lender hereby acquires from such
      LC
      Issuer, a participation in such Letter of Credit equal to such Revolving
      Lender’s Applicable Percentage of the aggregate amount available to be drawn
      under such Letter of Credit.  In consideration and in furtherance of
      the foregoing, each Revolving Lender hereby absolutely and unconditionally
      agrees that if an LC Issuer makes a LC Disbursement that is not reimbursed
      by
      the Borrower on the date due as provided in Section 2.03(e), or is
      required to refund any reimbursement payment in respect of a LC Disbursement
      to
      the Borrower for any reason, such Revolving Lender shall pay to the

    


    
      
        
          
          

        

        
          
            

          

        

        
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    Administrative
      Agent, for the account of the applicable LC Issuer, such Revolving Lender’s
      Applicable Percentage of the amount of such LC Disbursement.  Each
      Revolving Lender acknowledges and agrees that its obligation to acquire and
      fund
      participations in respect of Letters of Credit pursuant to this
Section 2.03(d) is unconditional and irrevocable and shall not be
      affected by any circumstance whatsoever, including any amendment, renewal or
      extension of any Letter of Credit or the occurrence and continuance of a
      Default, and that each such payment shall be made without any offset, abatement,
      withholding or reduction whatsoever.

     

    (e)          Reimbursement.  If
      an LC Issuer shall make any LC Disbursement in respect of a Letter of Credit,
      the Borrower shall reimburse such LC Disbursement by paying to such LC Issuer
      an
      amount equal to such LC Disbursement not later than 2:00 p.m. on (i) the
      Business Day that the Borrower receives notice of such LC Disbursement, if
      such
      notice is received prior to 10:00 a.m. on the day of receipt, or (ii) the
      Business Day immediately following the day that the Borrower receives notice
      of
      such LC Disbursement, if such notice is not received prior to such time on
      the
      day of receipt.  If the Borrower fails to make any payment referred to
      in the preceding sentence with respect to a Letter of Credit, the applicable
      LC
      Issuer shall notify the Administrative Agent in accordance with
Section 2.03(k), and the Administrative Agent shall in turn notify
      each Revolving Lender of the applicable LC Disbursement, the payment then due
      from the Borrower in respect thereof and such Revolving Lender’s Applicable
      Percentage thereof.  Promptly following receipt of such notice, each
      Revolving Lender shall pay to the Administrative Agent its Applicable Percentage
      of the payment then due from the Borrower, in the same manner as provided in
      Section 2.02 with respect to Revolving Loans made by such Revolving
      Lender (and Section 2.02 shall apply, mutatis mutandis, to
      the payment obligations of the Revolving Lenders), and the Administrative Agent
      shall promptly pay to the applicable LC Issuer the amounts so received by it
      from the Revolving Lenders.  Such LC Issuer shall promptly notify the
      Administrative Agent of any amount subsequently received by it from the Borrower
      or another Loan Party in respect of such LC Disbursement, and shall remit to
      the
      Administrative Agent any such amount promptly upon receipt
      thereof.  Promptly following receipt by the Administrative Agent of
      any such remittance or of any payment by or on behalf of the Borrower in respect
      of such LC Disbursement, the Administrative Agent shall remit such payment
      to
      such LC Issuer or, to the extent that Revolving Lenders have made payments
      pursuant to this paragraph to reimburse such LC Issuer, then to the Revolving
      Lenders and such LC Issuer as their interests may appear.  Any payment
      made by a Revolving Lender pursuant to this Section 2.03(e) to
      reimburse an LC Issuer for any LC Disbursement shall not constitute a loan
      and
      shall not relieve the Borrower (or any other account party in respect of the
      relevant Letter of Credit) of its obligation to reimburse such LC
      Disbursement.

     

    (f)          Obligations
      Absolute.  The Borrower’s obligation to reimburse LC Disbursements
      as provided in Section 2.03(e) shall be absolute, unconditional and
      irrevocable, and shall be performed strictly in accordance with the terms of
      this Agreement under any and all circumstances whatsoever and irrespective
      of
      (i) any lack of validity or enforceability of any Letter of Credit or this
      Agreement, or any term or provision therein, (ii) any draft or other
      document presented under a Letter of Credit proving to be forged, fraudulent
      or
      invalid in any respect or any statement therein being untrue or inaccurate
      in
      any respect, (iii) payment by an LC Issuer under a Letter of Credit against
      presentation of a draft or other document that does not comply with the terms
      of
      such Letter of Credit or (iv) any other event or circumstance whatsoever,
      whether or not similar to any of the foregoing, that might, but for the
      provisions of

    


    
      
        
          
          

        

        
          
            

          

        

        
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    this
      Section 2.03(f), constitute a legal or equitable discharge of, or
      provide a right of setoff against, the Borrower’s obligations
      hereunder.  None of the Administrative Agent, the Lenders or the LC
      Issuers, or any of their Related Parties, shall have any liability or
      responsibility by reason of or in connection with the issuance or transfer
      of
      any Letter of Credit or any payment or failure to make any payment thereunder
      (irrespective of any of the circumstances referred to in the preceding
      sentence), or any error, omission, interruption, loss or delay in transmission
      or delivery of any draft, notice or other communication under or relating to
      any
      Letter of Credit (including any document required to make a drawing thereunder),
      any error in interpretation of technical terms or any consequence arising from
      causes beyond the control of an LC Issuer; provided that the foregoing
      shall not be construed to excuse any LC Issuer from liability to the Borrower
      to
      the extent of any direct damages (as opposed to consequential damages, claims
      in
      respect of which are hereby waived by the Borrower to the extent permitted
      by
      applicable law) suffered by the Borrower that are caused by such LC Issuer’s
      failure to exercise care when determining whether drafts and other documents
      presented under a Letter of Credit comply with the terms thereof.  The
      parties hereto expressly agree that, in the absence of gross negligence or
      wilful misconduct on the part of an LC Issuer, such LC Issuer shall be deemed
      to
      have exercised care in each such determination.  In furtherance of the
      foregoing and without limiting the generality thereof, the parties agree that,
      with respect to documents presented which appear on their face to be in
      substantial compliance with the terms of a Letter of Credit, the applicable
      LC
      Issuer may either accept and make payment upon such documents without
      responsibility for further investigation, regardless of any notice or
      information to the contrary, or refuse to accept and make payment upon such
      documents if such documents are not in strict compliance with the terms of
      such
      Letter of Credit.

     

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

     

    (h)          Interim
      Interest.  If an LC Issuer shall make any LC Disbursement, then,
      unless the Borrower shall reimburse such LC Disbursement in full on the date
      such LC Disbursement is made, the unpaid amount thereof shall bear interest,
      for
      each day from and including the date such LC Disbursement is made to but
      excluding the date that the Borrower reimburses such LC Disbursement, at a
      rate
      per annum (computed in accordance with Section 2.09(a)) equal to the
      rate then applicable to Base Rate Loans; provided that, if the Borrower
      fails to reimburse such LC Disbursement when due pursuant to
Section 2.03(e), then Section 2.09(b) shall
      apply.  Interest accrued pursuant to this Section 2.03(h)
      shall be for the account of the applicable LC Issuer, except that interest
      accrued on and after the date of payment by any Revolving Lender pursuant to
      Section 2.03(e) to reimburse such LC Issuer shall be for the account
      of such Revolving Lender to the extent of such payment.

     

    (i)          Termination
      of an LC Issuer.  Any LC Issuer may cease to be an LC Issuer at
      any time by written agreement among the Borrower, the Administrative Agent
      and
      such LC Issuer.

    


    
      
        
          
          

        

        
          
            

          

        

        
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    The
      Administrative Agent shall promptly notify the Revolving Lenders of any such
      termination of an LC Issuer.  At the time any such termination shall
      become effective and from time to time thereafter as long as any Letters of
      Credit issued by such LC Issuer shall remain outstanding, the Borrower shall
      pay
      all unpaid fees accrued for the account of the terminated LC Issuer pursuant
      to
Section 2.10(b).  After the termination of an LC Issuer
      hereunder, such LC Issuer shall remain a party hereto and shall continue to
      have
      all the rights and obligations of an LC Issuer under this Agreement with respect
      to Letters of Credit issued by it prior to such termination, but shall not
      be
      required to issue additional Letters of Credit.

     

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

     

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

     

    (l)          Cash
      Collateralization.  If any Event of Default shall occur and be
      continuing or if the Borrower is required to provide cash collateral pursuant
      to
Section 2.06(b), on the Business Day that the Borrower receives
      notice from the Administrative Agent or the Required Lenders demanding the
      deposit of cash collateral pursuant to this Section 2.03(l), the
      Borrower shall deposit in an account designated by the Administrative Agent,
      in
      the name of the Administrative Agent and for the ratable benefit of the Lenders,
      an amount in cash equal to 105% of the LC Exposure as of such date plus any
      accrued and unpaid interest thereon; provided that the obligation to
      deposit such cash collateral shall become effective immediately, and such
      deposit shall become immediately due and payable, without demand or other notice
      of any kind, (i) upon the occurrence of any Event of Default described in
Section 8.01(f) and (ii) as required by
Section 2.06(b).  Such deposit shall be held by the
      Administrative Agent as collateral for the payment and performance of the
      Obligations under this Agreement.  The Administrative Agent shall have
      exclusive dominion and control, including the exclusive right of withdrawal,
      over such account.  Other than any interest earned on the investment
      of such deposits, which investments shall be made at the option and sole
      discretion of the Administrative Agent and at the Borrower’s risk and expense
      (provided that such cash collateral shall be invested solely in
      investments that provide for preservation of capital), such deposits shall
      not
      bear interest.  Interest or profits, if any, on such investments shall
      accumulate in such account.  Moneys in such account shall be applied
      by the Administrative Agent to

    


    
      
        
          
          

        

        
          
            

          

        

        
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    reimburse
      the LC Issuers for LC Disbursements for which they have not been reimbursed
      and,
      to the extent not so applied, shall be held for the satisfaction of the
      reimbursement obligations of the Borrower for the LC Exposure at such time
      or,
      if the maturity of the Loans has been accelerated (but subject to the consent
      of
      the Required Lenders), be applied to satisfy other obligations of the Borrower
      under this Agreement.  If the Borrower is required to deposit cash
      collateral hereunder as a result of the occurrence of an Event of Default,
      such
      amount (to the extent not applied as aforesaid) shall be returned to the
      Borrower (i) within three Business Days after all Events of Default have been
      cured or waived and (ii) promptly upon the payment in full of all the
      Obligations and the reduction of the aggregate LC Exposure to
      zero.  If the Borrower is required to provide cash collateral
      hereunder pursuant to Section 2.06(b), such amount (to the extent
      not applied as aforesaid) shall be returned to the Borrower as and to the extent
      that, after giving effect to such return, the Borrower would remain in
      compliance with Section 2.06(b).

     

    Section
      2.04.  Swingline
      Loans.

     

    (a)          Generally.  Subject
      to the terms and conditions set forth herein, the Swingline Lender agrees to
      make Swingline Loans to the Borrower from time to time during the Availability
      Period, in an aggregate principal amount at any time outstanding that will
      not
      result in (i) the aggregate Swingline Exposure exceeding the Swingline
      Limit or (ii) the aggregate amount of the Revolving Exposures exceeding an
      amount equal to (A) the lesser of (1) the aggregate Commitments at
      such time, (2) the Borrowing Base at such time and (3) the Facilities
      Reduction Amount at such time, minus (B) the Availability Block, minus
      (C) the Specified Reserves at such time, plus (D) the Overadvance
      Maximum Amount at such time, plus (E) the Special Agent Loan Exposure at
      such time; provided that the Swingline Lender shall not be required to
      make a Swingline Loan to refinance an outstanding Swingline
      Loan.  Within the foregoing limits and subject to the terms and
      conditions set forth herein, the Borrower may borrow, prepay and reborrow
      Swingline Loans.

     

    (b)          Borrowings
      of Swingline Loans.  Subject to Section 2.13(c), to request
      a Swingline Loan, the Borrower shall notify the Administrative Agent of such
      request by telephone (confirmed by hand delivery or facsimile), not later than
      1:00 p.m. on the requested date of the making of such Swingline
      Loan.  Each such notice shall be irrevocable and shall specify the
      requested date (which shall be a Business Day) and amount of the requested
      Swingline Loan.  The Administrative Agent will promptly advise the
      Swingline Lender of the notice received from the Borrower.  The
      Swingline Lender shall make each Swingline Loan available to the Borrower by
      means of a wire transfer in accordance with instructions provided to the
      Swingline Lender by the Borrower, which instructions shall be reasonably
      acceptable to the Swingline Lender, by 3:00 p.m. on the requested date of
      such Swingline Loan; provided, however, that each Swingline Loan
      requested pursuant to Section 2.13(c) shall be made available by the
      Swingline Lender to the Administrative Agent by 3:00 p.m., or such later
      time as shall have been agreed by the Administrative Agent, on the requested
      date thereof.

     

    (c)          Participations.  The
      Swingline Lender may by written notice given to the Administrative Agent not
      later than 10:00 a.m. on any Business Day require the Revolving Lenders to
      acquire participations on such Business Day in all or a portion of the Swingline
      Loans outstanding; provided, however, that no later than 10:00
      a.m. on the fifth Business Day

    


    
      
        
          
          

        

        
          
            

          

        

        
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    following
      the making of any Swingline Loan the Swingline Lender shall be required to
      give
      such notice with respect to the aggregate principal amount of such Swingline
      Loan.  Such notice shall specify the aggregate amount of Swingline
      Loans in which Revolving Lenders will participate.  Promptly upon
      receipt of such notice, the Administrative Agent will give notice thereof to
      each Revolving Lender, specifying in such notice such Lender’s Applicable
      Percentage of such Swingline Loan or Loans.  Each Revolving Lender
      hereby absolutely and unconditionally agrees, upon receipt of notice as provided
      above, to pay to the Administrative Agent, for the account of the Swingline
      Lender, such Revolving Lender’s Applicable Percentage of such Swingline Loan or
      Loans.  Each Revolving Lender acknowledges and agrees that its
      obligation to acquire participations in Swingline Loans pursuant to this
      paragraph is unconditional and irrevocable and shall not be affected by any
      circumstance whatsoever, including the occurrence and continuance of a Default
      or reduction or termination of the Commitments, and that each such payment
      shall
      be made without any offset, abatement, withholding or reduction
      whatsoever.  Each Revolving Lender shall comply with its obligation
      under this paragraph by wire transfer of immediately available funds, in the
      same manner as provided in Section 2.02 with respect to Revolving
      Loans made by such Revolving Lender (and Section 2.02 shall apply,
mutatis mutandis, to the payment obligations of the Revolving Lenders),
      and the Administrative Agent shall promptly pay to the Swingline Lender the
      amounts so received by it from the Revolving Lenders.  The
      Administrative Agent shall notify the Borrower of any participations in any
      Swingline Loan acquired pursuant to this paragraph, and thereafter payments
      in
      respect of such Swingline Loan shall be made to the Administrative Agent and
      not
      to the Swingline Lender.  Any amounts received by the Swingline Lender
      from the Borrower in respect of a Swingline Loan after receipt by the Swingline
      Lender of the proceeds of a sale of participations therein shall be promptly
      remitted to the Administrative Agent; any such amounts received by the
      Administrative Agent shall be promptly remitted by the Administrative Agent
      to
      the Revolving Lenders that shall have made their payments pursuant to this
      paragraph and to the Swingline Lender, as their interests may
      appear.  The purchase of participations in a Swingline Loan pursuant
      to this paragraph shall not relieve the Borrower of any default in the payment
      thereof.

     

    Section
      2.05.  Special Agent
      Loans.

     

    (a)          Subject
      to the terms and conditions set forth herein, the Administrative Agent may,
      in
      its discretion, from time to time during the Availability Period after the
      occurrence and during the continuance of a Default (and notwithstanding that
      any
      conditions precedent set forth in Section 4.02 are not satisfied at the
      time), make Special Agent Loans to the Borrower where the Administrative Agent
      determines that such Special Agent Loans are necessary or desirable (i) to
      preserve or protect any ABL Collateral, (ii) to enhance the likelihood of,
      or to
      maximize the amount of, repayment by the Loan Parties of the Loans and other
      Obligations or (iii) to pay any costs, fees and expenses, or any amounts due
      to
      any LC Issuer with respect to Letters of Credit issued by it, in each case,
      that
      are payable under this Credit Agreement and the other Loan Documents;
provided, however, that the aggregate principal amount of the
      Special Agent Loans at any time outstanding will not result in the aggregate
      amount of the Revolving Exposures exceeding an amount equal to (A) the lesser
      of
      (1) the aggregate Commitments at such time, (2) the Borrowing Base at such
      time and (3) the Facilities Reduction Amount at such time, minus (B) the
      Availability Block, minus (C) the Specified Reserves at such time, plus (D)
      the
      Special Agent Loan Maximum Amount at such time, plus (E) the Overadvance
      Loan

    


    
      
        
          
          

        

        
          
            

          

        

        
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    Exposure
      at such time.  The Borrower and each Revolving Lender hereby
      authorizes the Administrative Agent to make the Special Agent Loans at such
      time
      or times as the Administrative Agent determines pursuant to the immediately
      preceding sentence, and to disburse the proceeds thereof in such manner as
      shall
      reasonably be determined by the Administrative Agent (including by making such
      proceeds available to a third party on behalf of the
      Borrower).  Unless the Borrower shall have provided to the
      Administrative Agent a written notice to the contrary, the Borrower shall be
      deemed to have represented and warranted on each date of making of a Special
      Agent Loan that the representations and warranties of the Borrower and each
      other Loan Party contained in Article V or in any other Loan
      Document are true and correct in all material respects on and as of such date
      as
      though such representations and warranties had been made on and as of such
      date,
      except to the extent that such representations and warranties by their terms
      relate to an earlier date (in which case the Borrower shall be deemed to have
      represented and warranted on such date that such representations and warranties
      are true and correct in all material respects on and as of such earlier
      date).

     

    (b)          Participations.  The
      Administrative Agent may by written notice given to the Revolving Lenders not
      later than 10:00 a.m. on any Business Day require the Revolving Lenders to
      acquire participations on such Business Day in all or a portion of the Special
      Agent Loans outstanding.  Such notice shall specify the aggregate
      amount of Special Agent Loans in which Revolving Lenders will participate and
      each Revolving Lender’s Applicable Percentage thereof.  Each Revolving
      Lender hereby absolutely and unconditionally agrees, upon receipt of notice
      as
      provided above, to pay to the Administrative Agent, for its own account, such
      Revolving Lender’s Applicable Percentage of such Special Agent
      Loans.  Each Revolving Lender acknowledges and agrees that its
      obligation to acquire participations in Special Agent Loans pursuant to this
      paragraph is unconditional and irrevocable and shall not be affected by any
      circumstance whatsoever, including the occurrence and continuance of a Default
      or reduction or termination of the Commitments, and that each such payment
      shall
      be made without any offset, abatement, withholding or reduction
      whatsoever.  Each Revolving Lender shall comply with its obligation
      under this paragraph by wire transfer of immediately available funds, in the
      same manner as provided in Section 2.02 with respect to Revolving Loans
      made by such Revolving Lender (and Section 2.02 shall apply, mutatis
      mutandis, to the payment obligations of the Revolving Lenders).  Any
      amounts received by the Administrative Agent from the Borrower in respect of
      a
      Special Agent Loan after receipt by the Administrative Agent of the proceeds
      of
      a sale of participations therein shall be promptly remitted by the
      Administrative Agent to the Revolving Lenders that shall have made their
      payments pursuant to this paragraph, to the extent of their interests
      therein.  The purchase of participations in a Special Agent Loan
      pursuant to this paragraph shall not relieve the Borrower of any default in
      the
      payment thereof.

     

    Section
      2.06.  Prepayments.

     

    (a)          Optional.  The
      Borrower may, upon notice by the Borrower to the Administrative Agent (and,
      in
      the case of a prepayment of a Swingline Loan, the Swingline Lender), at any
      time
      or from time to time voluntarily prepay Loans in whole or in part;
provided that (i) such notice must be received by the Administrative
      Agent not later than 1:00 p.m. three Business Days prior to the proposed date
      of
      prepayment in the case of prepayment of Eurodollar Rate

    


    
      
        
          
          

        

        
          
            

          

        

        
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    Loans,
      and one Business Day prior to the proposed date of prepayment in the case of
      prepayment of Base Rate Loans (or, in the case of any Special Agent Loan, such
      shorter notice as may be agreed to by the Administrative Agent), and
      (ii) any such prepayment in part shall be in a principal amount of
      $5,000,000 or a whole multiple of $100,000 in excess thereof (or, in the case
      of
      any Special Agent Loan, such smaller amounts as shall be agreed to by the
      Administrative Agent).  Each such notice shall specify the date and
      amount of such prepayment and the Type of Loans to be prepaid.  The
      Administrative Agent will promptly notify each Lender of its receipt of each
      such notice (other than a notice relating solely to Swingline Loans or Special
      Agent Loans), and of the amount of such Lender’s ratable portion of such
      prepayment (based on such Lender’s Applicable Percentage
      thereof).  Any such prepayment notice given by the Borrower shall be
      in writing and shall be irrevocable, and the payment amount specified in such
      notice shall be due and payable on the date specified therein; provided
      that the Borrower may rescind any such notice of prepayment of all of the Loans
      in full if the notice of such prepayment stated that it was conditioned on
      the
      occurrence of a specified event and such event shall not have
      occurred.

     

    (b)          Mandatory.

     

    (i)                 In
      the event and on each date that the aggregate amount of the Revolving Exposures
      exceeds an amount equal to (A) the lesser of (1) the aggregate Commitments
      at such time, (2) the Borrowing Base at such time and (3) the Facilities
      Reduction Amount at such time, minus (B) the Availability Block, plus (C) the
      Overadvance Maximum Amount at such time, plus (D) the Special Agent Loan Maximum
      Amount at such time, the Borrower shall repay or prepay Revolving Borrowings
      or
      Swingline Loans (or a combination thereof) and, after all Revolving Borrowings
      and Swingline Loans have been repaid in full, deposit cash collateral in an
      account with the Administrative Agent pursuant to Section 2.03(l),
      in an aggregate amount equal to such excess.  Notwithstanding the
      foregoing, in the case of any repayment or prepayment required to be made
      pursuant to this paragraph due to (x) a reduction by the Administrative Agent
      of
      the Overadvance Maximum Amount or the Special Agent Loan Maximum Amount or
      (y)
      the Borrowing Base in effect at any time, as determined by the Administrative
      Agent, being less than the amount set forth as the “Borrowing Base” in the
      Borrowing Base Certificate most recently delivered by the Borrower prior to
      such
      time pursuant to Section 2.15(a), 4.01(a)(xi) or
6.17(a) (other than, in the case of clause (y), as a result
      of any
      Designated Subsidiary ceasing to be such pursuant to Section 2.15(b)
      or the consummation of any Disposition), the Borrower shall not be required
      to
      make any repayment or prepayment pursuant to this paragraph until the fifth
      Business Day after the date of notice of such reduction, or of such deficiency,
      to the Borrower by the Administrative Agent.  Any repayment or
      prepayment made pursuant to this paragraph shall not, in itself, result in
      a
      reduction of any Commitment.

     

    (ii)                 If
      the Borrower or any of its Subsidiaries Disposes of any assets in a Disposition
      referred to in Section 7.05(g), (h) or (i), the
      Borrower shall apply Net Cash Proceeds received therefrom to repay or prepay
      Revolving Borrowings or Swingline Loans (or a combination thereof) in an
      aggregate principal amount equal to the lesser of (A) (x) the amount by which
      the Borrowing Base shall have been reduced as a result of such Disposition
      (determined as of the date as of which the Borrowing Base was

     

    


    
      
        
          
          

        

        
          
            

          

        

        
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    calculated
      in the Borrowing Base Certificate delivered pursuant to this Agreement on or
      most recently prior to the date of such Disposition), less (y) the amount of
      any
      repayment or prepayment made (or required to be made) pursuant to
paragraph (b)(i) above as a result of such reduction in the
      Borrowing Base, and (B) 100% of such Net Cash Proceeds.  Any repayment
      or prepayment under this paragraph shall be made at such time as shall be
      determined by the Borrower; provided that, with respect to any Net Cash
      Proceeds required to be applied to any such repayment or prepayment, such
      repayment or prepayment shall be made prior to the time when such Net Cash
      Proceeds would otherwise become “Excess Proceeds” under and as defined in any of
      the Indentures (or any other indenture governing any Indebtedness of the
      Borrower), or would otherwise become subject to the requirement that they be
      applied to make an offer to purchase any Subordinated Notes (or any refinancing
      Indebtedness in respect thereof).

     

    (iii)                 Notwithstanding
      any of the foregoing provisions of this Section 2.06(b) (but subject
      to the proviso set forth in paragraph (b)(ii) above), with respect to any
      prepayment of Eurodollar Rate Loans required to be made hereunder, the Borrower
      may, in its sole discretion, in lieu of prepaying such Loans on the date due
      deposit, no later than such date due, into a Cash Collateral Account an amount
      in cash equal to the amount of such required prepayment (including any accrued
      interest).  The Administrative Agent is hereby authorized and directed
      (without any further action by or notice to or from the Borrower or any other
      Loan Party) to apply the amounts so deposited to the prepayment of such Loans
      and accrued interest thereon in accordance with this Section 2.06(b)
      on the last day of the applicable Interest Period (or, if earlier, the date
      on
      which an Event of Default shall have occurred and is continuing).

     

    (c)          Generally.  Each
      prepayment of a Borrowing pursuant to this Section 2.06 shall be
      accompanied by all accrued interest thereon, together with, in the case of
      Eurodollar Rate Loans, any additional amounts required pursuant to
Section 3.05 and shall be applied ratably to the Loans included in
      the prepaid Borrowing.

     

    Section
      2.07.  Termination, Reduction and
      Increase of Commitments.

     

    (a)          Optional
      Termination or Reduction.  The Borrower may, upon notice to the
      Administrative Agent, terminate or from time to time permanently reduce the
      Commitments; provided that (i) any such notice must be received by
      the Administrative Agent not later than 1:00 p.m. three Business Days prior
      to
      the date of termination or reduction, (ii) any such partial reduction shall
      be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000
      in
      excess thereof and (iii) the Borrower shall not terminate or reduce the
      Commitments if, after giving effect thereto and any concurrent reimbursement
      of
      LC Disbursements and repayment of Borrowings, the aggregate amount of the
      Revolving Exposures would exceed (A) the aggregate Commitments at such time,
      minus (B) the Availability Block.  Any such termination or reduction
      notice shall be in writing and shall be irrevocable; provided that the
      Borrower may rescind any such notice of termination of all of the Commitments
      if
      the notice of such termination stated that it was conditioned on the occurrence
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      (b)          Automatic
        Termination.  The Commitments shall automatically terminate on the
Maturity Date.  The obligation of any LC Issuer to issue,
        amend, renew or extend any Letter of Credit shall terminate on the Maturity
        Date.

    

     

    (c)          Application
      of Commitment Reductions; Payment of Fees.  The Administrative
      Agent will promptly notify the Lenders of any termination or reduction of the
      Commitments under Section 2.07(a) or 2.07(b).  Upon
      any reduction of any of the Commitments, the Commitment of each Lender shall
      be
      reduced by such Lender’s Applicable Percentage of such reduction
      amount.  All fees accrued on the amount of the Commitments so
      terminated or reduced to, but excluding, the date of any such termination or
      reduction shall be payable on the effective date of such termination or
      reduction.

     

    (d)          Increase
      of Commitments.  The Borrower may at any time and from time to
      time, by written notice to the Administrative Agent (which shall promptly
      deliver a copy thereof to each Lender) executed by the Borrower and one or
      more
      financial institutions (“Increasing Lenders”), which
      may include any Lender, cause new Commitments to be extended by the Increasing
      Lenders (or cause the Commitments of the Increasing Lenders that are already
      Lenders to be increased, as the case may be) in an amount for each Increasing
      Lender (which shall not be less than $5,000,000) set forth in such notice;
      provided, that (i) the new Commitments and increases in existing
      Commitments pursuant to this paragraph shall not be greater than $75,000,000
      in
      the aggregate during the term of this Agreement and shall not be less than
      $15,000,000 (or any portion of such $75,000,000 aggregate amount remaining
      unused) for any such increase, (ii) each Increasing Lender, if not already
      a Lender hereunder, shall be subject to the approval of the Administrative
      Agent
      (which approval shall not be unreasonably withheld or delayed) and
      (iii) each Increasing Lender, if not already a Lender hereunder, shall
      become a party to this Agreement by completing and delivering to the
      Administrative Agent a duly executed accession agreement in a form satisfactory
      to the Administrative Agent and the Borrower (an “Accession
      Agreement”).  New Commitments and increases in
      Commitments shall become effective on the date specified in the applicable
      notices delivered pursuant to this paragraph (but not prior to, for any
      Increasing Lender that is not already a Lender, execution and delivery by such
      Increasing Lender of an Accession Agreement).  Upon the effectiveness
      of any Accession Agreement to which any Increasing Lender is a party, such
      Increasing Lender shall thereafter be deemed to be a party to this Agreement
      and
      shall be entitled to all rights, benefits and privileges and subject to all
      obligations of a Lender hereunder. Upon the effectiveness of any New Commitments
      or increases in existing Commitments, Schedule 2.01 shall be deemed to
      have been amended to reflect the Commitments of the Increasing
      Lenders.  Notwithstanding the foregoing, no extension of or increase
      in Commitments pursuant to this paragraph shall become effective unless
      (A) to the extent requested by the Administrative Agent, the Administrative
      Agent shall have received documents consistent with those delivered under
Section 4.01(a)(iii), (iv), (v), (vi),
      (vii) and (viii), giving effect to such increase, and (B) on
      the effective date of such increase, the conditions set forth in
Sections 4.02(c) and 4.02(d) shall be satisfied (with
      all references in such Sections to a Credit Extension being deemed to be
      references to such extension of or increase in Commitments).  On the
      effective date (the “Increase Effective Date”) of any
      extension of or increase in Commitments pursuant to this paragraph (a
“Commitment Increase”), (1) the aggregate
      principal amount of the Revolving Borrowings outstanding (the
“Initial Borrowings”) immediately prior to the
      Commitment Increase on the Increase Effective Date shall be deemed to be paid,
      (2) each Increasing Lender that shall have had a Commitment prior to the
      Commitment Increase shall

    


    
      
        
          
          

        

        
          
            

          

        

        
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    pay
      to
      the Administrative Agent in same day funds an amount in Dollars equal to the
      difference between (I) the product of (x) such Lender’s Applicable
      Percentage (calculated after giving effect to the Commitment Increase)
      multiplied by (y) the amount of each Subsequent Borrowing (as hereinafter
      defined) and (II) the product of (x) such Lender’s Applicable
      Percentage (calculated without giving effect to the Commitment Increase)
      multiplied by (y) the amount of each Initial Borrowing, (3) each
      Increasing Lender that shall not have had a Commitment prior to the Commitment
      Increase shall pay to the Administrative Agent in same day funds an amount
      in
      Dollars equal to the product of (I) such Increasing Lender’s Applicable
      Percentage (calculated after giving effect to the Commitment Increase)
      multiplied by (II) the amount of each Subsequent Borrowing, (4) after
      it receives the funds specified in clauses (2) and (3) above, the
      Administrative Agent shall pay to each Lender the portion of such funds that
      is
      equal to the difference between (I) the product of (x) such Lender’s
      Applicable Percentage (calculated without giving effect to the Commitment
      Increase) multiplied by (y) the amount of each Initial Borrowing and
      (II) the product of (x) such Lender’s Applicable Percentage
      (calculated after giving effect to the Commitment Increase) multiplied by
      (y) the amount of each Subsequent Borrowing, (5) after the
      effectiveness of the Commitment Increase, the Borrower shall be deemed to have
      made new Revolving Borrowings (the “Subsequent
      Borrowings”) in amounts equal to the amounts of the Initial
      Borrowings and of the Types and for the Interest Periods specified in a
      borrowing request delivered to the Administrative Agent in accordance with
      Section 2.02, (6) each Lender shall be deemed to hold its
      Applicable Percentage of each Subsequent Borrowing (calculated after giving
      effect to the Commitment Increase) and (7) the Borrower shall pay each
      Lender any and all accrued but unpaid interest on its Loans comprising the
      Initial Borrowings.  The deemed payments made pursuant to
      clause (1) above shall be subject to compensation by the Borrower pursuant
      to Section 3.05 if the Increase Effective Date occurs other than on
      the last day of the Interest Period of any Initial Borrowing relating
      thereto.

     

    Section
      2.08.  Repayment of Loans. 
The Borrower hereby unconditionally promises to pay (a)
      to the Administrative
      Agent for the account of each Lender (i) the then unpaid principal amount of
      each Revolving Loan of such Lender on the Maturity Date and (ii) the then unpaid
      principal amount of each Overadvance Loan of such Lender on the earlier of
      the
      Maturity Date and the date that is the first Business Day after the 90th day
      after such Overadvance Loan is made, (b) to the Swingline Lender the then unpaid
      principal amount of each Swingline Loan on the earlier of the Maturity Date
      and
      the tenth Business Day after such Swingline Loan is made and (c) to the
      Administrative Agent the then unpaid principal amount of each Special Agent
      Loan
      on the earlier of the Maturity Date and the first Business Day after notice
      by
      the Administrative Agent to the Borrower demanding that such Special Agent
      Loan
      (or a portion thereof) be repaid (it being understood that if such notice shall
      demand repayment of only a portion of such Special Agent Loan, only such portion
      shall be required to be so repaid).

     

    Section
      2.09.  Interest.

     

    (a)          Subject
      to the provisions of Section 2.09(b), (i) each Eurodollar Rate Loan
      shall bear interest on the outstanding principal amount thereof for each
      Interest Period at a rate per annum equal to the Eurodollar Rate for such
      Interest Period plus the Applicable Rate and (ii) each Base Rate
      Loan shall bear interest on the outstanding principal amount thereof from the
      applicable borrowing or conversion date at a rate per annum equal to the Base
      Rate plus the Applicable
      Rate.  All Swingline Loans and all Special Agent Loans shall be Base
      Rate Loans.

    


    
      
        
          
          

        

        
          
            

          

        

        
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    (b)          If
      an Event of Default shall have occurred and is continuing under paragraph (f)
      or
      (g) of Article VIII and without notice of any kind, or so long as any
      other Event of Default shall have occurred and is continuing and at the election
      of the Administrative Agent (or upon the written request of the Required
      Lenders), then, to the extent permitted by Law, all amounts outstanding under
      this Agreement and the other Loan Documents shall bear interest (after as well
      as before judgment), payable on demand, (i) in the case of principal, at the
      rate otherwise applicable to such Loan pursuant to this Section 2.09 plus
      2.00% per annum and (ii) in all other cases, at a rate per annum equal to the
      rate that would be applicable to a Base Rate Loan plus 2.00% per
      annum.

     

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

     

    (d)          Interest
      on each Loan shall be due and payable in arrears on each Interest Payment Date
      applicable thereto and at such other times as may be specified
      herein.  Interest hereunder shall be due and payable in accordance
      with the terms hereof before and after judgment, and before and after the
      commencement of any proceeding under any Debtor Relief Law.

     

    Section
      2.10.  Fees.

     

    (a)          Commitment
      Fees.  The Borrower agrees to pay to the Administrative Agent, for
      the account of each Lender, a commitment fee, which shall accrue at the rate
      of
      0.375% per annum on the average daily unused amount of the Commitment of such
      Lender during the period from and including the Closing Date to but excluding
      the date on which such Commitment terminates.  Accrued commitment fees
      shall be payable in arrears on the last day of March, June, September and
      December of each year and on the date on which the Commitments terminate,
      commencing on the first such date to occur after the Closing
      Date.  For purposes of computing commitment fees pursuant to this
      Section, a Commitment of a Lender shall be deemed to be used to the extent
      of
      the outstanding Revolving Loans and LC Exposure of such Lender (and the
      Swingline Exposure and the Special Agent Loan Exposure of such Lender shall
      be
      disregarded for such purpose).

     

    (b)          Letter
      of Credit Fees.  The Borrower agrees to pay (i) to the
      Administrative Agent, for the account of each Lender, a participation fee with
      respect to its participations and commitment to participate in Letters of
      Credit, which shall accrue at the Applicable Rate applicable to Eurodollar
      Rate
      Loans, on the average daily amount of such Lender’s LC Exposure (excluding any
      portion thereof attributable to unreimbursed LC Disbursements) during the period
      from and including the Closing Date to but excluding the later of the date
      on
      which such Lender’s Commitment terminates and the date on which such Lender
      ceases to have any LC Exposure and (ii) to each LC Issuer a fronting fee,
      which shall accrue at a rate separately agreed to by such LC Issuer and the
      Borrower, on the average daily amount of the portion of the LC Exposure
      attributable to Letters of Credit issued by such LC Issuer (excluding any
      portion thereof attributable to unreimbursed LC Disbursements) during the period
      from and including the Closing Date to but excluding the later of the date
      of
      termination of the

    


    
      
        
          
          

        

        
          
            

          

        

        
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    Commitments
      and the date on which there ceases to be any LC Exposure, as well as each LC
      Issuer’s standard fees with respect to the issuance, amendment, renewal or
      extension of any Letter of Credit or processing of drawings
      thereunder.  Participation Fees and fronting fees accrued through and
      including the last day of March, June, September and December of each year
      shall
      be payable on the third Business Day following such last day, commencing on
      the
      first such date to occur after the Closing Date; provided that any such
      fees accruing after the date on which the Commitments shall have terminated
      shall be payable on demand.

     

    (c)          Agent
      Fees.  The Borrower agrees to pay to the Administrative Agent, for
      its own account, a fee in the amount and at the times specified in the Fee
      Letter.

     

    (d)          Generally.  Fees
      payable hereunder shall not be refundable under any circumstances.

     

    Section
      2.11.  Computation of Interest and
      Fees.  All computations of interest for Base Rate Loans when
      the Base Rate is determined by reference to the Prime Rate shall be made on
      the
      basis of a year of 365 or 366 days, as the case may be, and actual days
      elapsed.  All other computations of interest and fees shall be made on
      the basis of a 360-day year and actual days elapsed.  Interest shall
      accrue on each Loan for the day on which the Loan is made, and shall not accrue
      on a Loan, or any portion thereof, for the day on which the Loan or such portion
      is paid.  Each determination by the Administrative Agent of an
      interest rate or fee hereunder shall be conclusive and binding for all purposes,
      absent manifest error.

     

    Section
      2.12.  Evidence of
      Indebtedness.  (a)  The Loans made by each Lender shall be
      evidenced by one or more accounts or records maintained by such Lender and
      by
      the Administrative Agent in the ordinary course of business.  The
      accounts or records maintained by the Administrative Agent and the Lenders
      shall
      be prima facie evidence absent manifest error of the amount of the Loans made
      by
      the Lenders to the Borrower and the interest and payments
      thereon.  Any failure to so record or any error in doing so shall not,
      however, limit or otherwise affect the obligations of the Borrower hereunder
      to
      pay any amount owing with respect to the Obligations.  In the event of
      any conflict between the accounts and records maintained by any Lender and
      the
      accounts and records of the Administrative Agent in respect of such matters,
      the
      accounts and records of the Administrative Agent (as set forth in the Register)
      shall control in the absence of manifest error.

     

    (b)          Any
      Lender may request that Loans made by it be evidenced by a promissory
      note.  In such event, the Borrower shall prepare, execute and deliver
      to such Lender a promissory note payable to the order of such Lender and its
      registered assigns and in a form reasonably approved by the Administrative
      Agent.  Thereafter, the Loans evidenced by such promissory note and
      interest thereon shall at all times (including after assignment pursuant to
      Section 10.06) be represented by one or more promissory notes in
      such form payable to the order of the payee named therein and its registered
      assigns.

     

    Section
      2.13.  Payments Generally;
      Administrative Agent’s Clawback; Administrative Agent’s Authority to Request
      Borrowings; Miscellaneous.

     

    (a)          Generally.  All
      payments to be made by the Borrower shall be in Dollars and shall be made
      without condition or deduction for any counterclaim, defense, recoupment or
      setoff.  Except as otherwise expressly provided herein, all payments
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    Agent,
      for the account of the respective Lenders to which such payment is owed, at
      the
      Administrative Agent’s Office in immediately available funds not later than
      2:00 p.m. on the date specified herein.  The Administrative Agent
      will promptly distribute to each Lender its Applicable Percentage (or other
      applicable share as provided herein) of such payment in like funds as received
      by wire transfer to such Lender’s Lending Office.  All payments
      received by the Administrative Agent after 2:00 p.m. shall be deemed
      received on the next succeeding Business Day and any applicable interest or
      fee
      shall continue to accrue.  If any payment to be made by the Borrower
      shall come due on a day other than a Business Day, payment shall be made on
      the
      next following Business Day and such extension of time shall be reflected on
      computing interest or fees, as the case may be.

     

    (b)          Payments
      by Borrower; Presumptions by Administrative Agent.  Unless the
      Administrative Agent shall have received notice from the Borrower prior to
      the
      time at which any payment is due to the Administrative Agent for the account
      of
      the Lenders or any LC Issuer hereunder that the Borrower will not make such
      payment, the Administrative Agent may assume that the Borrower has made such
      payment on such date in accordance herewith and may, in reliance upon such
      assumption, distribute to the applicable Lenders or such LC Issuer, as the
      case
      may be, the amount due.  In such event, if the Borrower has not in
      fact made such payment, then each of the applicable Lenders or such LC Issuer,
      as the case may be, severally agrees to repay to the Administrative Agent
      forthwith on demand the amount so distributed to such Lender or such LC Issuer,
      in immediately available funds with interest thereon, for each day from and
      including the date such amount is distributed to it to but excluding the date
      of
      payment to the Administrative Agent, at the greater of the Federal Funds Rate
      and a rate determined by the Administrative Agent in accordance with banking
      industry rules on interbank compensation.  A notice of the
      Administrative Agent to any Lender, any LC Issuer or the Borrower with respect
      to any amount owing under this Section 2.13(b) shall be conclusive,
      absent manifest error.

     

    (c)          Administrative
      Agent’s Authority to Request Borrowings.  Notwithstanding anything
      else to the contrary set forth herein, the Administrative Agent may, on behalf
      of the Borrower, request the making of one or more Revolving Loans or Swingline
      Loans for the purpose of paying any interest, fees or other amounts due and
      payable to the Administrative Agent, the Collateral Agent, any Lender or any
      of
      their Affiliates under this Agreement or any other Loan Document;
provided, however, that (i) the Administrative Agent may only
      request the making of Base Rate Loans, (ii) in the case of any such request
      for
      Revolving Loans, (A) the Administrative Agent shall have notified the Revolving
      Lenders thereof (including as to the requested date and principal amount
      thereof) no later than 1:00 p.m. on the requested date of borrowing and (B)
      the
      borrowing of such Revolving Loans shall not be subject to the minimum and
      multiple thresholds set forth in Section 2.02(a) and (iii) in the
      case of any such request for Swingline Loans, the Administrative Agent shall
      have notified the Swingline Lender thereof (including as to the requested date
      and principal amount thereof) no later than 1:00 p.m. on the requested date
      of
      borrowing, or such later time as shall have been agreed to by the Swingline
      Lender.  The Borrower hereby authorizes the Administrative Agent to
      make such requests in the Administrative Agent’s discretion, and to apply the
      proceeds of the requested Loans for the purposes set forth in this
      Section.

    


    
      
        
          
          

        

        
          
            

          

        

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

     

    (e)          Obligations
      of Lenders Several.  The obligations of the Lenders hereunder to
      make Loans, to fund participations required under Section 2.03(d),
2.04(c) or 2.05(c) and to make payments pursuant to
Section 9.06 are several and not joint.  The failure of
      any Lender to make any Loan, to fund any such participation or to make any
      such
      payments on any date required hereunder shall not relieve any other Lender
      of
      its corresponding obligation to do so on such date, and no Lender shall be
      responsible for the failure of any other Lender to so make its Loan, fund its
      participation or make its payments.

     

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

     

    (g)          Insufficient
      Payment.  Subject to Section 4.02 of the ABL Guarantee
      and Collateral Agreement, if at any time insufficient funds are received by
      and
      available to the Administrative Agent to pay in full all amounts of principal,
      unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
      shall be applied (i) first, towards payment of interest and fees then due
      hereunder, ratably among the parties entitled thereto in accordance with the
      amounts of interest and fees then due to such parties, and (ii) second,
      towards payment of principal and unreimbursed LC Disbursements then due
      hereunder, ratably among the parties entitled thereto in accordance with the
      amounts of principal and unreimbursed LC Disbursements then due to such
      parties.

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

        
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    (ii)                 the
      provisions of this Section 2.14 shall not be construed to apply to
      (A) any payment made by the Borrower pursuant to and in accordance with the
      express terms of this Agreement, (B) any payment obtained by a Lender as
      consideration for the assignment of or sale of a participation in any of its
      Revolving Loans or subparticipations in LC Disbursements, Swingline Loans and
      Special Agent Loans to any assignee or participant, other than to the Borrower
      or any Subsidiary or other Affiliate thereof (as to which the provisions of
      this
Section 2.14 shall apply) or (C) any payment made to a
      Non-Consenting Lender pursuant to Section 10.12(b).

     

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

     

    Section
      2.15.  Concerning the Designated
      Subsidiaries.  (a) The
      Borrower may at any
      time and from time to time designate any Domestic Subsidiary that is a
      Wholly-Owned Subsidiary as a Designated Subsidiary by delivery to the
      Administrative Agent of a notice to that effect, provided that the
      effectiveness of such designation is subject to the satisfaction of the
      following conditions:

     

    (i)                 If
      requested by the Administrative Agent, the Administrative Agent shall have
      received the results of a field examination and appraisal (prepared by a third
      party appraisal firm selected by the Administrative Agent in consultation with
      the Borrower) with respect to the assets of such Domestic Subsidiary of the
      type
      that would be included in the Borrowing Base, and the results of such
      examination and appraisal shall be reasonably satisfactory to the Administrative
      Agent.

     

    (ii)                 The
      Administrative Agent shall have received a completed Borrowing Base Certificate,
      dated as of the date of such designation but calculated as of the date of the
      most recent Borrowing Base Certificate required to be delivered pursuant to
      Section 6.17(a)(i) (and giving effect to the designation of such
      Domestic Subsidiary as a Designated Subsidiary), and signed by a Responsible
      Officer of the Borrower, which certificate shall be reasonably satisfactory
      in
      form and substance to the Administrative Agent.

     

    (iii)                 The
      Guarantee and Collateral Requirement with respect to such Domestic Subsidiary
      shall have been satisfied.

     

    (b)          Upon
      any Designated Subsidiary ceasing to be a Domestic Subsidiary that is a
      Wholly-Owned Subsidiary, such Designated Subsidiary shall automatically cease
      to
      be a Designated Subsidiary hereunder.  The Borrower shall provide to
      the Administrative Agent at least 10 Business Days’ prior notice (or such
      shorter notice as may be agreed to by the Administrative Agent) of any
      Designated Subsidiary ceasing to be a Domestic Subsidiary that is a Wholly-Owned
      Subsidiary and, promptly upon request therefor by the
      Administrative

    


    
      
        
          
          

        

        
          
            

          

        

        
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    Agent,
      shall provide to the Administrative Agent such information as may reasonably
      be
      requested by the Administrative Agent to determine the portion of the Borrowing
      Base then in effect that is attributable to the assets of such Designated
      Subsidiary.

     

    ARTICLE
      III

     

    TAXES,
      YIELD PROTECTION AND ILLEGALITY

     

    Section
      3.01.  Taxes.

     

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

     

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

     

    (c)          Indemnification
      by the Borrower.  The Borrower shall indemnify each Agent, each
      Lender and each LC Issuer, within 30 days after written demand therefor, for
      the
      full amount of any Indemnified Taxes or Other Taxes (including Indemnified
      Taxes
      or Other Taxes imposed or asserted on or attributable to amounts payable under
      this Section 3.01) paid by such Agent, such Lender or such LC Issuer, as
      the case may be, and any penalties, interest and reasonable expenses arising
      therefrom or with respect thereto (provided that such penalties,
      interests and expenses are not attributable to the gross negligence or willful
      misconduct of such Agent, such Lender or such LC Issuer), whether or not such
      Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
      by the relevant Governmental Authority.  A certificate as to the
      amount of such payment, setting forth in reasonable detail the calculation
      and
      basis for such amount, delivered to the Borrower by an Agent (other than the
      Administrative Agent), a Lender or an LC Issuer (with a copy to the
      Administrative Agent), or by the Administrative Agent on its own behalf or
      on
      behalf of a Lender or an LC Issuer, shall be conclusive absent manifest
      error.

     

    (d)          Change
      in Place of Organization.  The Borrower shall not be required
      pursuant to this Section 3.01 to pay any additional amount to, or to
      indemnify, any Agent, any Lender or any LC Issuer, as the case may be, to the
      extent such Agent, such Lender or LC Issuer becomes subject to Taxes subsequent
      to the date on which such Agent, such Lender or LC Issuer becomes a party to
      this Agreement as a result of a change in the place of organization of such
      Agent, such Lender or LC Issuer, except to the extent that any such change
      is
      requested or

    


    
      
        
          
          

        

        
          
            

          

        

        
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    required
      by the Borrower (and provided that nothing in this paragraph (d) shall be
      construed as relieving the Borrower from any obligation to make such payments
      or
      indemnification in the event of a Change in Law, including a Change in Law
      after
      the date of such change of place of organization).

     

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

     

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

     

    Without
      limiting the generality of the foregoing:

     

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

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

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

     

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

     

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

     

    Section
      3.02.  Illegality.  If any
      Lender determines in good faith that any Change in Law has made it unlawful,
      or
      that any Governmental Authority has asserted after the Closing Date that it
      is
      unlawful, for such Lender or its applicable Lending Office to make, maintain
      or
      fund Eurodollar Rate Loans, or to determine or charge interest rates based
      upon
      the Eurodollar Rate, or any Governmental Authority has imposed material
      restrictions on the authority of such Lender to purchase or sell, or to take
      deposits of, Dollars in the London interbank market, then, on notice thereof
      by
      such Lender to the Borrower through the Administrative Agent, any obligation
      of
      such Lender to make or continue Eurodollar Rate Loans or to convert Base
      Rate

    


    
      
        
          
          

        

        
          
            

          

        

        
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    Loans
      to
      Eurodollar Rate Loans shall be suspended until such Lender notifies the
      Administrative Agent and the Borrower that the circumstances giving rise to
      such
      determination no longer exist.  Upon receipt of such notice, the
      Borrower shall, upon demand from such Lender (with a copy to the Administrative
      Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such
      Lender to Base Rate Loans either on the last day of the Interest Period
      therefor, if such Lender may lawfully continue to maintain such Eurodollar
      Rate
      Loans to such day, or immediately, if such Lender may not lawfully continue
      to
      maintain such Eurodollar Rate Loans.  Upon any such prepayment or
      conversion, the Borrower shall also pay accrued interest on the amount so
      prepaid or converted and amounts due pursuant to Section 3.05, if
      any.

     

    Section
      3.03.  Inability to Determine
      Rates.  If the Required Lenders determine, for any reason in connection
      with any request for a making of or conversion to, or continuation as,
      Eurodollar Rate Loans, that (a) adequate and reasonable means do not exist
      for determining the Eurodollar Rate for any requested Interest Period with
      respect to a proposed Eurodollar Rate Loan or (b) the Eurodollar Rate for
      any requested Interest Period with respect to a proposed Eurodollar Rate Loan
      does not adequately and fairly reflect the cost to such Lenders of funding
      or
      maintaining such Loan, the Administrative Agent will promptly so notify the
      Borrower and each Lender.  Thereafter, until the Administrative Agent
      (upon the instruction of the Required Lenders) revokes such notice, (i) any
      Eurodollar Rate Loan requested to be made on the first day of such Interest
      Period shall be made as a Base Rate Loan, (ii) any Revolving Loans that
      were to have been converted on the first day of such Interest Period to, or
      continued as, Eurodollar Rate Loans shall be converted to or continued as Base
      Rate Loans and (iii) each outstanding Eurodollar Rate Loan, at the end of
      the Interest Period then applicable thereto, shall be converted to a Base Rate
      Loan.  Each determination by the Administrative Agent pursuant to this
Section 3.03 shall be conclusive absent manifest error.

     

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

     

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

     

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

     

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

     

    (iii)           impose
      on any Lender or any LC Issuer or the London interbank market any other
      condition, cost or expense affecting this Agreement or Eurodollar Rate Loans
      made by such Lender, any Letter of Credit or any participation in a Letter
      of
      Credit,  Swingline Loan or Special Agent Loan;

    


    
      
        
          
          

        

        
          
            

          

        

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

    

     

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

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

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

     

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

     

    (c)           any
      assignment of a Eurodollar Rate Loan on a day other than the last day of the
      Interest Period therefor as a result of a request by the Borrower pursuant
      to
Section 10.12;

     

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

     

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

     

    Section
      3.06.  Mitigation Obligations;
      Replacement of Lenders.

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

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

     

    ARTICLE
      IV

     

    CONDITIONS
      PRECEDENT

     

    Section
      4.01.  Conditions Precedent to
      Effectiveness.  The obligations of the Lenders and the LC Issuers
      to make any Credit Extension hereunder are subject to satisfaction of the
      following conditions precedent:

     

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

     

    (i)                 a
      counterpart of this Agreement signed on behalf of the Borrower and the
      Subsidiary Loan Parties;

     

    (ii)                 the
      ABL Intercreditor Agreement, signed on behalf of each party
      thereto;

     

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

     

    (iv)                such
      documents and certifications as the Administrative Agent may reasonably request
      to evidence that each Loan Party is duly organized or formed, and that each
      Loan
      Party is validly existing, in good standing and qualified to engage in business
      in each jurisdiction where its ownership, lease or operation of properties
      or
      the conduct of its business requires such qualification, except to the extent
      the failure to do so could not, individually or in the aggregate, reasonably
      be
      expected to have a Material Adverse Effect;

     

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

     

    (vi)                a
      favorable opinion of such local counsel to the Loan Parties, in each case
      addressed to each Agent, each Lender and each LC Issuer and dated the Closing
      Date, and covering such matters concerning the Loan Parties and the Loan
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    (vii)               a
      certificate of a Responsible Officer of the Borrower either (A) attaching copies
      of all material consents, licenses and approvals required in connection with
      the
      execution, delivery and performance by any Loan Party and the validity against
      any Loan Party of the Loan Documents to which it is a party, which consents,
      licenses and approvals shall be in full force and effect, or (B) stating that
      no
      such consents, licenses or approvals are so required;

     

    (viii)              a
      certificate of a Responsible Officer of the Borrower certifying that the
      conditions specified in Sections 4.02(c) and 4.02(d) have been
      satisfied;

     

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

     

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

     

    (xi)                a
      completed Borrowing Base Certificate and a certificate as to the Unrestricted
      Cash of the Loan Parties, each dated the Closing Date but calculated (A) with
      respect to the Borrowing Base, as of August 26, 2007, and (B) with respect
      to
      the Unrestricted Cash, as of September 25, 2007, and signed by a
      Responsible Officer of the Borrower, which certificates shall be reasonably
      satisfactory in form and substance to the Administrative Agent and shall
      demonstrate that, as of such date, after giving pro forma effect to the
      Transactions contemplated to be consummated on the Closing Date (including
      the
      making of any Loans requested to be made pursuant to the notice of borrowing
      referred to in Section 4.02(a)), the sum of (A) the Excess
      Availability and (B) the Unrestricted Cash of the Loan Parties shall be at
      least $100,000,000.

     

    (b)           The
      Guarantee and Collateral Requirement shall have been satisfied.

     

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

     

    (d)           The
      Lenders shall have received financial projections for the fiscal quarter ending
      September 30, 2007 and for each of the fiscal years ending September 30, 2008,
      2009 and 2010 (with such projections being presented on a quarterly basis,
      in
      the case of projections for the fiscal year ending September 30,
      2008).

     

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

     

    (f)           All
      fees required to be paid to the Agents and the Arrangers on or before the
      Closing Date shall have been paid.  All costs and expenses (including
      collateral examination and appraisal fees and legal fees and expenses) required
      to be paid to the Agents and the Arrangers shall have been paid to the extent
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    (g)           The
      Arrangers shall have received the results of field examinations and appraisals
      (prepared by a third party appraisal firm selected by the Arrangers) with
      respect to the assets included in the Borrowing Base, and the results of such
      examinations and such appraisals shall in each case be reasonably satisfactory
      to the Arrangers.

     

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

     

    Notwithstanding
      the foregoing, if the Borrower shall have used commercially reasonable efforts
      to procure and deliver, but shall nevertheless be unable to deliver, any Deposit
      Account Control Agreements required to perfect Liens on the ABL Collateral,
      such
      delivery shall not be a condition precedent to the obligations of the Lenders
      or
      the LC Issuers hereunder on the Closing Date, but shall be required to be
      accomplished as provided in Section 6.16.

     

    Section
      4.02.  Conditions Precedent to Each
      Credit Extension.  The obligation of Lenders and the LC Issuers to
      make any Credit Extension hereunder is subject to the satisfaction of the
      following additional conditions precedent:

     

    (a)           The
      Administrative Agent shall have received a notice of borrowing under Section
      2.02 or, in the case of any Credit Extension in the form of a Swingline Loan
      or Letter of Credit, the Swingline Lender or the applicable LC Issuer shall
      have
      received a request therefor in accordance herewith.

     

    (b)           The
      Borrower shall have delivered evidence reasonably satisfactory to the
      Administrative Agent that, as of the date of such Credit Extension and after
      giving effect thereto (and to any prepayments to be made concurrently with
      such
      Credit Extension), the aggregate amount of the Revolving Exposures shall not
      exceed an amount equal to (i) the lesser of (A) the aggregate
      Commitments at such time, (B) the Borrowing Base at such time and (C) the
      Facilities Reduction Amount at such time, minus (ii) the Availability
      Block, minus (iii) the Specified Reserves at such time, plus (iv) the
      Overadvance Maximum Amount at such time, plus (v) the Special Agent Loan
      Exposure at such time.

     

    (c)           The
      representations and warranties of the Borrower and each other Loan Party
      contained in Article V or in any other Loan Document shall be true
      and correct in all material respects on and as of the date of such Credit
      Extension as though such representations and warranties had been made on and
      as
      of such date, except to the extent that such representations and warranties
      by
      their terms relate to an earlier date (in which case such representations and
      warranties shall have been true and correct in all material respects on and
      as
      of such earlier date).

     

    (d)           No
      Default shall have occurred and be continuing or would result from such proposed
      Credit Extension or application of the proceeds therefrom.

    


    
      
        
          
          

        

        
          
            

          

        

        
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    Each
      Credit Extension (other than any Credit Extension referred to in the next
      sentence) shall be deemed to constitute a representation and warranty by the
      Borrower on the date thereof as to the matters specified in this Section
      4.02.  The provisions of this Section 4.02 shall not apply to the
      conversion of Revolving Loans from one Type to the other or the continuation
      of
      Eurodollar Rate Loans, in each case as described in Section 2.02, or to the
      Special Agent Loans.

     

    ARTICLE
      V

     

    REPRESENTATIONS
      AND WARRANTIES

     

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

     

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

     

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

     

    Section
      5.03.  Governmental Authorization;
      Other Consents.  No approval, consent, exemption,
      authorization or other action by, or notice to, or filing with, any

    


    
      
        
          
          

        

        
          
            

          

        

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

     

    Section
      5.04.  Binding
      Effect.  This Agreement has been, and each other Loan Document
      when delivered hereunder will have been, duly executed and delivered by each
      Loan Party that is party thereto.  This Agreement constitutes, and
      each other Loan Document when so delivered will constitute, a legal, valid
      and
      binding obligation of such Loan Party, enforceable against each Loan Party
      that
      is party thereto in accordance with its terms, except to the extent such
      enforceability may be limited by the effect of applicable bankruptcy, insolvency
      or similar laws affecting the enforcement of creditors’ rights generally and by
      equitable principles relating to enforceability.

     

    Section
      5.05.  Financial Statements; No
      Material Adverse Effect.

     

    (a)          The
      Borrower has previously made available to the Lenders its consolidated balance
      sheets and consolidated statements of operations, shareholders’ equity and cash
      flows (i) as of and for the fiscal years ended September 30, 2006, 2005 and
      2004, reported on by KPMG LLP, and (ii) as of and for the fiscal quarters ended
      December 31, 2006, and March 31, 2007.  Such financial statements (i)
      were prepared in accordance with GAAP consistently applied throughout the
      periods covered thereby, except as otherwise expressly noted therein and except,
      in the case of such quarterly financial statements, the normal year-end audit
      adjustments and the absence of footnotes, (ii) in all material respects
      fairly present the financial condition and shareholders’ equity of the Borrower
      and its Subsidiaries as of the dates thereof and their results of operations
      and
      cash flows for the periods covered thereby and (iii) show all material
      Indebtedness and other liabilities, direct or contingent, of the Borrower and
      its Subsidiaries as of the dates thereof, including liabilities for taxes and
      material commitments.

     

    (b)          Except
      with respect to any events disclosed in the Borrower’s Current Reports on Form
      8-K dated January 10, 2007, March 12, 2007, May 23, 2007 and May 31, 2007,
      since September 30, 2006, there has been no event or circumstance that,
      individually or in the aggregate, has had or could reasonably be expected to
      have a Material Adverse Effect.

     

    Section
      5.06.  Litigation.  Except as
      disclosed on Schedule 5.06, there are no actions, suits,
      proceedings, claims or disputes pending or, to the knowledge of the Borrower,
      threatened or contemplated, at law, in equity, in arbitration or before any
      Governmental Authority, 

    


    
      
        
          
          

        

        
          
            

          

        

        
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    against
      the Borrower or any of its Subsidiaries or against any of their properties
      or
      revenues that, individually or in the aggregate, could reasonably be expected
      to
      have a Material Adverse Effect.

     

    Section
      5.07.  No
      Default.  Neither the Borrower nor any Subsidiary is in
      default under or with respect to, or a party to, any Contractual Obligation
      that, individually or in the aggregate, could reasonably be expected to have
      a
      Material Adverse Effect.

     

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

     

    Section
      5.09.  Environmental
      Compliance.

     

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

     

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

     

    (c)          Except
      as set forth on Schedule 5.09 or as could not, individually or in
      the aggregate, reasonably be expected to have a Material Adverse Effect, neither
      the Borrower nor any of its Subsidiaries is undertaking, and has not completed,
      either individually or together with other potentially responsible parties,
      any
      investigation or assessment or remedial or response action relating to any
      actual or threatened Release of Hazardous Materials at any site, location or
      operation, either voluntarily or pursuant to the order of any Governmental
      Authority or the requirements of any Environmental Law; and all Hazardous
      Materials generated, used, treated, handled or stored at, or transported to
      or
      from, any property currently or formerly owned or operated by the Borrower
      or
      any of its Subsidiaries have been disposed of in a manner not reasonably
      expected to result, individually or in the aggregate, in a Material Adverse
      Effect.

     

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

    
      


      
        
          
            
            

          

          
            
              

            

          

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

     

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

     

    Section
      5.12.  ERISA
      Compliance.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      5.14.  Margin Regulations; Investment
      Company Act.

     

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

     

    (b)          None
      of the Borrower, any Person Controlling the Borrower or any Subsidiary of the
      Borrower is or is required to be registered as an “investment company” under the
      Investment Company Act of 1940.

     

    Section
      5.15.  Disclosure.  The
      Borrower has disclosed to the Administrative Agent and the Lenders all
      agreements, instruments and corporate or other restrictions to which the
      Borrower or any of its Subsidiaries is subject, and all other matters known
      to
      it, that, individually or in the aggregate, could reasonably be expected to
      result in a Material Adverse Effect.  Neither the Information
      Memorandum nor any report, financial statement, certificate or other written
      or
      formally presented information furnished by or on behalf of the Loan Parties
      to
      the Administrative Agent or any Lender in connection with the transactions
      contemplated hereby and the negotiation of this Agreement or delivered hereunder
      or under any other Loan Document (in each case taken as a whole and as modified
      or supplemented by other information so furnished) contains any untrue statement
      of a material fact or omits to state any material fact necessary to make the
      statements therein, in the light of the circumstances under which they were
      made, not misleading; provided that, with respect to projected financial
      information, the

    


    
      
        
          
          

        

        
          
            

          

        

        
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    Borrower
      represents only that such information was prepared in good faith based upon
      assumptions believed by the Borrower to be reasonable at the time made, it
      being
      understood that actual results may vary from such projections, and such
      variations may be material.

     

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

     

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

     

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

     

    Section
      5.19.  Certain
      Accounts.  All of the deposit accounts in the name of or used by
      any Loan Party maintained at any bank or other financial institution (other
      than
      any such account the average daily balance in which did not at any time during
      the period of five consecutive Business Days ending immediately prior to the
      date hereof, and will not at any time thereafter, exceed $1,000,000 for any
      such
      account or $5,000,000 for all such accounts) are set forth on Schedule 5 to
      the
      Perfection Certificate, subject to the right of each Loan Party to establish
      new
      accounts so long as the Guarantee and Collateral Requirement with respect
      thereto shall have been satisfied.

     

    ARTICLE
      VI

     

    AFFIRMATIVE
      COVENANTS

     

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

    


    
      
        
          
          

        

        
          
            

          

        

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

     

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

     

    (b)           as
      soon as available, but in any event within 45 days after the end of each of
      the
      first three fiscal quarters of each fiscal year of the Borrower (or, if later,
      by the date the Quarterly Report on Form 10-Q of the Borrower for such fiscal
      quarter would have been required to be filed under the rules and regulations
      of
      the SEC, giving effect to any automatic extension available thereunder for
      filing of such form), a consolidated balance sheet of the Borrower and its
      Subsidiaries as at the end of such fiscal quarter, and the related consolidated
      statements of operations, shareholders’ equity and cash flows for such fiscal
      quarter and for the portion of the Borrower’s fiscal year then ended, setting
      forth in each case in comparative form the figures for the corresponding fiscal
      quarter of the previous fiscal year and the corresponding portion of the
      previous fiscal year, all in reasonable detail and certified by the chief
      financial officer of the Borrower as fairly presenting the financial condition,
      results of operations, shareholders’ equity and cash flows of the Borrower and
      its Subsidiaries in accordance with GAAP, subject only to normal year-end audit
      adjustments and the absence of footnotes; and

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

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

     

    (a)           concurrently
      with the delivery of the financial statements referred to in
Sections 6.01(a) and (b), a duly completed Compliance
      Certificate signed by a Responsible Officer of the Borrower;

     

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

     

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

     

    (d)           promptly
      after the same becomes publicly available, copies of each annual report, proxy
      or financial statement or other report or communication sent to the stockholders
      of the Borrower, and copies of all annual, regular, periodic and special reports
      and registration statements that the Borrower files or is required to file
      with
      the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934,
      or with any national securities exchange, and in any case not otherwise required
      to be delivered pursuant to this Section 6.02;

     

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

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

        
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    Documents
      required to be delivered pursuant to Section 6.01(a) or (b)
      or otherwise, to the extent any such documents are included in materials
      otherwise filed with the SEC, may be delivered electronically and, if so
      delivered, shall be deemed to have been delivered on the date on which
      (i) the Borrower posts such documents, or provides a link thereto, on the
      Borrower’s principal publicly accessible website or (ii) such documents are
      posted on the Borrower’s behalf on an Internet or intranet website, if any, to
      which each Lender and the Administrative Agent have access (which may be a
      commercial or a third-party website or a website sponsored by the Administrative
      Agent); provided that the Borrower shall notify the Administrative Agent
      of the posting of any such documents and provide to the Administrative Agent
      by
      electronic mail electronic versions (i.e., soft copies) of such
      documents.

     

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

     

    (a)           the
      occurrence of any Default;

     

    (b)           the
      occurrence of any “Default” under and as defined in any Indenture;

     

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

     

    (d)           the
      occurrence of any ERISA Event; and

     

    (e)           the
      occurrence of any Internal Control Event.

     

    Each
      notice pursuant to Section 6.03 shall be accompanied by a statement
      of a Responsible Officer of the Borrower setting forth details of the occurrence
      referred to therein and stating what action the Borrower has taken and proposes
      to take with respect thereto.  Each notice pursuant to
Section 6.03(a) shall describe with particularity any and all
      provisions of this Agreement and any other Loan Document in respect of which
      a
      Default exists.

     

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

     

    Section
      6.05.  Payment of
      Obligations.  Pay, discharge or otherwise satisfy as the
      same shall become due and payable (a) all material tax liabilities,
      assessments and governmental charges or levies upon it or its assets, unless
      the
      same are being contested in good faith by

    


    
      
        
          
          

        

        
          
            

          

        

        
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    appropriate
      proceedings diligently conducted and adequate reserves in accordance with GAAP
      are being maintained by the Borrower or such Subsidiary, except to the extent
      the failure to pay or discharge the same could not, individually or in the
      aggregate, reasonably be expected to have a Material Adverse Effect, and
      (b) all lawful claims that, if unpaid, would by Law become a Lien upon its
      assets.

     

    Section
      6.06.  Preservation of Existence,
      Etc.

     

    (a)          Other
      than as to Dormant Subsidiaries, preserve, renew and maintain in full force
      and
      effect its legal existence and good standing under the Laws of the jurisdiction
      of its organization, except in a transaction permitted by Section 7.04 or
      7.05 and except, other than with respect to the Borrower, to the extent the
      failure to do so could not, individually or in the aggregate, reasonably be
      expected to have a Material Adverse Effect;

     

    (b)          take
      all reasonable action to maintain all rights, privileges, permits, licenses
      and
      franchises necessary or desirable in the normal conduct of its business, except
      to the extent the failure to do so could not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect; and

     

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

     

    Section
      6.07.  Maintenance of
      Properties.  Except with respect to Dormant Subsidiaries and
      except where the failure to do so could not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect, (a) maintain,
      preserve and protect all of its properties and equipment that are necessary
      in
      the operation of its business in good working order and condition, ordinary
      wear
      and tear excepted, and (b) make all necessary repairs thereto and renewals
      and replacements thereof in accordance with prudent industry
      practice.

     

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

     

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

     

    Section
      6.10.  Books and
      Records.  Maintain proper books of record and account, in
      which full, true and correct entries shall be made of all material financial
      transactions and matters involving the assets and business of the Borrower
      or
      such Subsidiary, as the case may be, in a manner that permits the preparation
      of
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    Section
      6.11.  Inspection
      Rights.  Permit representatives and independent contractors
      of the Administrative Agent and each Lender to visit and inspect any of its
      properties, to examine its corporate, financial and operating records, and
      make
      copies thereof or abstracts therefrom, and to discuss its affairs, finances
      and
      accounts with its directors, officers, and independent public accountants,
      all
      at reasonable times during normal business hours, in reasonable intervals and
      upon reasonable advance notice to the Borrower; provided that, excluding
      any such visits and inspections during the continuation of an Event of Default,
      only the Administrative Agent on behalf of the Lenders may exercise rights
      under
      this Section 6.11 and the Administrative Agent shall not exercise
      such rights more often than twice during any calendar year and any one such
      time
      shall be at the Borrower’s expense; provided further,
      that when an Event of Default exists the Administrative Agent or any Lender
      may
      do any of the foregoing at the expense of the Borrower at any time during normal
      business hours and upon reasonable advance notice to the
      Borrower.  The Administrative Agent and the Lenders shall give the
      Borrower the opportunity to participate in any discussions with the Borrower’s
      accountants.

     

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

     

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

     

    (b)          If
      any material assets constituting ABL Collateral are acquired, or any deposit
      accounts described in the definition of the term Guarantee and Collateral
      Requirement are established, by any Loan Party (or held by any Person becoming
      a
      Loan Party) after the Closing Date (other than assets that become subject to
      the
      Lien created by the ABL Guarantee and Collateral Agreement upon acquisition
      thereof, but only if such Lien thereon shall be perfected), notify the
      Collateral Agent thereof and, if requested by the Collateral Agent, cause such
      assets or accounts to be subjected to a Lien securing the Obligations and take
      such actions as shall be necessary or reasonably requested by the Collateral
      Agent to grant and perfect such Liens, all at the expense of the Loan
      Parties.

     

    (c)          If
      any additional Subsidiary (other than a Dormant Subsidiary or a Foreign
      Subsidiary) is formed or acquired after the Closing Date or if any Domestic
      Subsidiary ceases to

    


    
      
        
          
          

        

        
          
            

          

        

        
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    be
      a
      Dormant Subsidiary, notify, within 10 Business Days after such Subsidiary is
      formed or acquired or ceases to be a Dormant Subsidiary, as the case may be,
      the
      Collateral Agent thereof and, promptly thereafter, cause the Guarantee and
      Collateral Requirement to be satisfied with respect to such
      Subsidiary.

     

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

     

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

     

    Section
      6.16.  Certain Post-Closing Collateral
      Obligations.  As promptly as practicable, and in any event within
      60 days, after the Closing Date, deliver all Deposit Account Control Agreements
      that would have been required to be delivered on the Closing Date but for the
      last sentence of Section 4.01, in each case except to the extent
      otherwise agreed to by the Collateral Agent pursuant to the last two sentences
      of the definition of the term Guarantee and Collateral Requirement.

     

    Section
      6.17.  Collateral
      Reporting.  (a) Provide to the Administrative Agent the following
      documents:

     

    (i)                 as
      soon as practicable, and in any event within 15 calendar days, after the end
      of
      each fiscal month, a Borrowing Base Certificate, executed and certified on
      behalf of the Borrower as accurate and complete in all material respects by
      a
      Responsible Officer of the Borrower, together with all exhibits, schedules
      and
      other supporting information
      as is provided in the form of such certificate or as the Administrative Agent
      shall reasonably request;

    


    
      
        
          
          

        

        
          
            

          

        

        
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    (ii)                 during
      the continuance of an Availability Triggering Event, as soon as practicable,
      and
      in any event within two Business Days, after the end of the 15th calendar day
      and the last day of each fiscal month, a certificate signed by a Responsible
      Officer of the Borrower, in form and detail reasonably satisfactory to the
      Administrative Agent, setting forth the aggregate Accounts of the Borrower
      and
      the Designated Subsidiaries as of such date and the aggregate sales and
      collections on accounts receivable of the Borrower and the Designated
      Subsidiaries for the two-week period ending on such date, together with such
      supporting information as the Administrative Agent shall reasonably
      request;

     

    (iii)                 as
      soon as practicable, and in any event within 30 calendar days, after the end
      of
      each fiscal quarter of the Borrower, (A) a summary perpetual inventory
      report with respect to the Inventory of the Borrower and the Designated
      Subsidiaries, (B) a summary inventory report, setting forth the Inventory
      of the Borrower and the Designated Subsidiaries by location and category (and
      including the amounts of Inventory and the value thereof at any leased locations
      and at premises of warehousers, processors or other third parties from time
      to
      time in possession of any ABL Collateral), (C) a summary of aging of
      accounts receivable of the Borrower and the Designated Subsidiaries, together
      with a reconciliation to the previous fiscal month’s aging and general ledger,
      and (D) a summary aging of accounts payable of the Borrower and the
      Designated Subsidiaries (and including information indicating the amounts owing
      to owners and lessors of leased premises, warehouses, processors and other
      third
      parties from time to time in possession of any ABL Collateral); and

     

    (iv)                 such
      other information with respect to the ABL Collateral as the Administrative
      Agent
      shall reasonably request from time to time.

     

    (b)         If
      the Borrower’s or any Designated Subsidiary’s records or reports with respect to
      the ABL Collateral are prepared or maintained by an accounting service,
      contractor, shipper or other agent, each of the Borrower and the Designated
      Subsidiaries hereby irrevocably authorizes such service, contractor, shipper
      or
      agent to deliver such records, reports, and related documents to the
      Administrative Agent and to follow the Administrative Agent’s instructions with
      respect to further services at any time that an Event of Default has occurred
      and is continuing.

     

    Section
      6.18.  Evaluations of the Borrowing
      Base and Related Assets.  Permit any representatives designated by
      the Administrative Agent (including any consultants, accountants, lawyers and
      appraisers retained by the Administrative Agent) to conduct from time to time
      evaluations of the Borrower’s computation of the Borrowing Base and the assets
      included in the Borrowing Base (and such other assets and properties of the
      Borrower or the Subsidiaries as the Administrative Agent may reasonably
      require), including field examinations and appraisals of such assets, all at
      reasonable times and upon reasonable advance notice to the
      Borrower.  Notwithstanding the foregoing, it is agreed that not more
      than one field examination and one appraisal may be conducted in any 12-month
      period (unless the unused availability under the

    


    
      
        
          
          

        

        
          
            

          

        

        
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    Borrowing
      Base shall be less than $50,000,000 (without giving effect to the Availability
      Block), in which case not more than two field examinations and appraisals may
      be
      conducted in any 12-month period).  The Administrative Agent may, in
      its discretion, at any time when (a) the aggregate amount of the Revolving
      Exposures minus (b) the Accounts Borrowing Base Availability at such time
      shall be less than 25% of the Inventory Borrowing Base Availability at such
      time, waive the collateral appraisal of Eligible Inventory.

     

    


    ARTICLE
      VII

     

    NEGATIVE
      COVENANTS

     

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

     

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

     

    (a)         Liens
      created under any Loan Document;

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

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

    

     

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

     

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

     

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

     

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

     

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

     

    (t)          Liens
      securing Indebtedness and other obligations under the Term Credit Agreement;
      provided that the Borrower, the Collateral Agent and the institution
      serving as collateral agent pursuant to the Term Credit Agreement shall have
      entered into the ABL Intercreditor Agreement;

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

        
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    (a)          Indebtedness
      constituting (i) Investments permitted under Section 7.03(c),
provided that (A)  any such Indebtedness of a Loan Party to a
      Subsidiary that is not a Subsidiary Loan Party shall be subordinated to the
      Obligations on terms no less favorable to the Lenders than the terms set forth
      on Exhibit G, as reasonably determined by the Administrative Agent, and (B)
      no
      Domestic Subsidiary of the Borrower shall Guarantee obligations of the Borrower
      under the Term Credit Agreement unless such Domestic Subsidiary shall have
      Guaranteed the Obligations, and (ii) Guarantees by the Borrower of (A)
      Indebtedness of any Foreign Subsidiary permitted under Section 7.02(e) or (B)
      Indebtedness of any Foreign Subsidiary under a Qualified Foreign Credit
      Facility;

     

    (b)          Indebtedness
      under the Loan Documents;

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
          
            

          

        

        
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    of
      any
      agreement entered into and of any instrument issued in connection therewith,
      are
      no less favorable in any material respect to the Lenders than the terms of
      any
      agreement or instrument governing the Indebtedness being refinanced, refunded,
      renewed or extended;

     

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

     

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

     

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

     

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

     

    (m)          Indebtedness
      under the Term Credit Agreement in an aggregate principal amount not to exceed,
      at any time, $1,600,000,000 minus the Facilities Reduction Amount at such time
      (with the amount of any such Indebtedness denominated other than in Dollars
      to
      be determined as the Equivalent in Dollars thereof as of the date of the
      incurrence thereof);

     

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

     

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

     

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

     

    (a)          Investments
      in Cash Equivalents;

     

    (b)          advances
      to officers, directors and employees of the Borrower and its Subsidiaries
      (i) for travel, entertainment, relocation and analogous ordinary business
      purposes, in an 

    


    
      
        
          
          

        

        
          
            

          

        

        
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    aggregate
      amount not to exceed $5,000,000 at any time outstanding, and (ii) in
      connection with such Person’s purchase of Equity Interests of the Borrower, in
      an aggregate amount not to exceed $5,000,000 at any time outstanding, in each
      case determined without regard to any write-downs or write-offs of such
      advances;

     

    (c)          Investments
      by the Borrower in any Subsidiary and by any Subsidiary in
      any other Subsidiary or in the Borrower (except Investments in Equity Interests
      of the Borrower), provided that the aggregate amount of Investments made
      since the Term Facility Closing Date by the Loan Parties in Subsidiaries that
      are not Subsidiary Loan Parties shall not exceed the sum of
      (i) $50,000,000, (ii) $25,000,000 (provided that Investments made in
      reliance on this clause (ii) shall be used (or, with respect to Investments
      made prior to the date hereof, shall have been used) by the recipient thereof,
      promptly upon the receipt thereof, to repay Indebtedness of such recipient
      or
      its Subsidiaries (subject to, in the case of any such Indebtedness that is
      a
      revolving extension of credit, a corresponding permanent reduction in related
      commitments)) and (iii) the aggregate amount of dividends paid, or loans or
      advances repaid, by the Foreign Subsidiaries to, and Investments made by the
      Foreign Subsidiaries in, the Loan Parties since the Term Facility Closing Date;
      providedfurther that, if any such Investment by the Loan Parties
      in Subsidiaries that are not Subsidiary Loan Parties shall result in the
      aggregate amount of such Investments (other than Investments made in reliance
      on
      clause (ii) above) exceeding $15,000,000, then, at the time of the making
      of such Investment, and after giving effect thereto, (A) no Event of Default
      shall have occurred and be continuing and (B) unless otherwise consented to
      by the Administrative Agent, the sum of (x) the Excess Availability and (y)
      the
      Unrestricted Cash of the Loan Parties shall be at least
      $25,000,000;

     

    (d)          Investments
      consisting of extensions of credit in the nature of accounts receivable or
      notes
      receivable arising from the grant of trade credit in the ordinary course of
      business, and Investments received in satisfaction or partial satisfaction
      thereof from financially troubled account debtors and other credits to suppliers
      made in the ordinary course of business;

     

    (e)          Guarantees
      permitted by Section 7.02;

     

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

     

    (g)          Investments
      by the Borrower in Swap Contracts;

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

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

     

    (iv)                 immediately
      before and immediately after giving effect to any such purchase or other
      acquisition, no Event of Default shall have occurred and be continuing;
      and

     

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

     

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

     

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

     

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

     

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

     

    (m)          Investments
      (including debt obligations and Equity Interests) received in connection with
      the bankruptcy or reorganization of any Person and in settlement of obligations
      of, or other disputes with, such Persons arising in the ordinary course of
      business and upon the foreclosure with respect to any secured Investment or
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    Section
      7.04.  Fundamental
      Changes.  Merge or consolidate with or into another Person, except
      that, so long as no Event of Default shall have occurred and be continuing
      or
      would result therefrom, (a) any Subsidiary may merge or consolidate with
      (i) the Borrower, provided that the Borrower shall be the continuing
      or surviving Person, other than in connection with a merger the purpose of
      which
      is to reincorporate the Borrower in another state of the United States so long
      as (A) the surviving Person expressly assumes all of the obligations of the
      Borrower under the Loan Documents in a manner reasonably satisfactory to the
      Administrative Agent and (B) the Borrower shall have complied with its
      obligations under Section 6.13(a), or (ii) any other
      Subsidiary; provided that (A) in a merger or consolidation involving
      the Borrower or a Designated Subsidiary, each Person party to such merger or
      consolidation (if not the Borrower) shall be a Designated Subsidiary, (B) in
      a
      merger or consolidation of any Wholly-Owned Subsidiary with another Subsidiary,
      the continuing or surviving Person shall be a Wholly-Owned Subsidiary and
      (C) in a merger or consolidation of any Subsidiary Loan Party with another
      Subsidiary, the continuing or surviving Person shall be a Subsidiary Loan Party;
      and (b) in connection with any Permitted Acquisition, a Subsidiary may merge
      or
      consolidate with any other Person, provided that the continuing or
      surviving Person shall be a Wholly-Owned Subsidiary.

     

    Section
      7.05.  Dispositions.  Make any
      Disposition, except:

     

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

     

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

     

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

     

    (d)           Dispositions
      of cash or Cash Equivalents;

     

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

     

    (f)           Dispositions
      permitted under Section 7.06;

     

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

    


    
      
        
          
          

        

        
          
            

          

        

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

     

    (i)           Dispositions
      of property pursuant to sale and leaseback transactions; provided that
      (i) at the time of entering into such transaction, no Event of Default
      shall have occurred and be continuing or would result therefrom, (ii) the
      aggregate fair market value of all property Disposed of in reliance on this
      Section 7.03(i) shall not exceed $15,000,000 (which amount may, with
      prior approval by the Administrative Agent, be increased to $25,000,000) since
      the Term Facility Closing Date and (iii) at least 75% of the consideration
      received by the Borrower and its Subsidiaries in any such Disposition shall
      be
      in the form of cash and Cash Equivalents;

     

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

     

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

     

    (l)           Dispositions
      of Equity Interests in Dormant Subsidiaries;

     

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

     

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

     

    (o)           Dispositions
      set forth on Schedule 7.05; and

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      7.08.  Transactions with
      Affiliates.  Enter into any transaction of any kind with any
      Affiliate of the Borrower, whether or not in the ordinary course of business,
      other than 

    


    
      
        
          
          

        

        
          
            

          

        

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

     

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

     

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

     

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

     

    (b)          Amend,
      supplement or otherwise modify any Indenture, the Term Credit Agreement or
      any
      other agreement, instrument or document governing any Material Indebtedness,
      except to the extent any of the foregoing is not adverse to the interests of
      the

    


    
      
        
          
          

        

        
          
            

          

        

        
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    Lenders
      under the Loan Documents in any material respect and except in connection with
      any refinancing, refunding, renewal or extension of any Material Indebtedness
      permitted under Section 7.02(h).  Without limiting the
      generality of the foregoing, the Company hereby agrees that it shall not take
      any action under the Term  Credit Agreement if, after giving effect
      thereto, the Facilities Reduction Amount shall be less than it was immediately
      prior thereto.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      7.15.  Senior Debt
      Status.  Designate any Indebtedness (other than the Indebtedness
      under the Loan Documents or under the Term Credit Agreement) of the Borrower
      or
      any of its Subsidiaries as “Designated Senior Debt” under and as defined in any
      of the Indentures.

     

    ARTICLE
      VIII


     

    EVENTS
      OF
      DEFAULT AND REMEDIES

     

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

     

    (a)           Non-Payment.  Any
      Loan Party shall fail (i) to pay when due any amount of principal of any Loan
      or
      any reimbursement obligation in respect of any LC Disbursement, (ii) to pay
      within three days after the same becomes due, any interest on any Loan or on
      any
      LC Disbursement or any fee due hereunder or (iii) to pay within five days after
      the same becomes due any other amount payable hereunder or under any other
      Loan
      Document;

    


    
      
        
          
          

        

        
          
            

          

        

        
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      (b)           Specific
        Covenants.  The Borrower (i) fails to perform or observe any
covenant or agreement contained in Section 6.03(a),
6.06(a) (with respect to maintenance of existence of
        the Borrower to the
        extent required thereunder) or 6.11 or in Article VII or
        (ii) fails to perform or observe any covenant or agreement contained in
Section 6.01(a), 6.01(b), 6.17(a) and 6.18 and
        such failure continues unremedied for 15 days;

    

     

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

     

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

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

        
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    writ
      or
      warrant of attachment or execution or similar process is issued or levied
      against all or any material part of the property of any such Person and is
      not
      released, vacated or fully bonded within 30 days after its issue or
      levy;

     

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

     

    (i)           ERISA.  (i)
      An ERISA Event occurs with respect to a Foreign Plan, Pension Plan or
      Multiemployer Plan that has resulted or could reasonably be expected to result
      in liability of the Borrower under Title IV of ERISA to the Pension Plan,
      Multiemployer Plan or the PBGC, or similar liabilities of the Borrower or any
      Subsidiary under a Foreign Plan, in each case where such liability could
      reasonably be expected to have, individually or in the aggregate, a Material
      Adverse Effect or (ii) the Borrower or any ERISA Affiliate fails to pay when
      due, after the expiration of any applicable grace period, any installment
      payment with respect to its withdrawal liability under Section 4201
      of ERISA under a Multiemployer Plan, or a similar event occurs with respect
      to
      any Foreign Plan, in each case where such failure could reasonably be expected
      to have, individually or in the aggregate, a Material Adverse
      Effect;

     

    (j)           Invalidity
      of Loan Documents.  Any material provision of any Loan Document,
      at any time after its execution and delivery and for any reason other than
      as
      expressly permitted hereunder or thereunder, including as a result of a
      transaction permitted under Section 7.04 or 7.05, or
      satisfaction in full of all the Obligations, ceases to be in full force and
      effect; or any Loan Party or any other Person contests in any manner the
      validity or enforceability of any provision of any Loan Document (other than
      the
      ABL Intercreditor Agreement); or the Borrower or the “Required Lenders” under
      the Term Credit Agreement (or the administrative agent thereunder acting on
      behalf of such “Required Lenders”) contests in any manner the validity or
      enforceability of any provision of the ABL Intercreditor Agreement; or any
      Loan
      Party denies that it has any or further liability or obligation under any
      provision of any Loan Document, or purports to revoke, terminate or rescind
      any
      provision of any Loan Document;

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

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

     

    (a)           declare
      the Commitment of each Lender to be terminated, whereupon such Commitments
      shall
      be terminated;

     

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

     

    (c)           require
      that the Borrower cash collateralize the LC Exposure in accordance with
Section 2.03(l); and

     

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

     

    provided,
      however, that upon the occurrence any Event of Default with respect to
      the Borrower described in Section 8.01(f), the Commitments shall
      automatically terminate, the unpaid principal amount of all outstanding Loans
      and all interest and other amounts as aforesaid shall automatically become
      due
      and payable, and the obligation of the Borrower to cash collateralize the LC
      Exposure as aforesaid shall automatically become effective, in each case without
      further act of the Administrative Agent or any Lender.

     

    ARTICLE
      IX

     

    ADMINISTRATIVE
      AGENT

     

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

    


    
      
        
          
          

        

        
          
            

          

        

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

     

    Section
      9.03.  General
      Immunity.

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

        
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    be
      protected in relying on opinions and judgments of attorneys (who may be
      attorneys for the Borrower and its Subsidiaries), accountants, experts and
      other
      professional advisors selected by it; and (ii) no Lender shall have any right
      of
      action whatsoever against any Agent as a result of such Agent acting or (where
      so instructed) refraining from acting hereunder or any of the other Loan
      Documents in accordance with the instructions of the Required Lenders (or such
      other Lenders as may be required to give such instructions under Section
      10.01).

     

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

     

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

     

    Section
      9.05.  Lenders’ Representations,
      Warranties and Acknowledgments.

     

    (a)           Each
      Lender represents and warrants that it has made its own independent
      investigation of the financial condition and affairs of the Borrower and its
      Subsidiaries in connection with Credit Extensions hereunder and that it has
      made
      and shall continue to make 

    


    
      
        
          
          

        

        
          
            

          

        

        
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    its
      own
      appraisal of the creditworthiness of the Borrower and its
      Subsidiaries.  No Agent shall have any duty or responsibility, either
      initially or on a continuing basis, to make any such investigation or any such
      appraisal on behalf of the Lenders or to provide any Lender with any credit
      or
      other information with respect thereto, whether coming into its possession
      before the making of the Loans or at any time or times thereafter, and no Agent
      shall have any responsibility with respect to the accuracy of or the
      completeness of any information provided to the Lenders.

     

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

     

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

     

    Section
      9.07.  Successor
      Agents.  The Administrative Agent may resign at any time by giving
      30 days’ prior written notice thereof to the Lenders and the
      Borrower.  Upon any such notice of resignation, the Required Lenders
      shall have the right to appoint a successor Administrative Agent that shall
      have
      been approved by the Borrower (such approval not to be unreasonably
      withheld).  Upon the acceptance of any appointment as the
      Administrative Agent hereunder by a successor Administrative Agent, such
      successor Administrative Agent shall thereupon succeed to and become vested
      with
      all the rights, powers, privileges and duties of the retiring Agent, and the
      retiring Agent shall promptly (i) transfer to such applicable successor
      Agent all sums and other items of ABL Collateral held under the Collateral
      Documents, together with all records and other documents necessary or
      appropriate in connection with the

    


    
      
        
          
          

        

        
          
            

          

        

        
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    performance
      of the duties of such successor Administrative Agent under the Loan Documents,
      and (ii) in the case of a retiring Administrative Agent, execute and
      deliver to such successor Administrative Agent such amendments to financing
      statements, and take such other actions, as may be necessary or appropriate
      in
      connection with the assignment to such successor Administrative Agent of the
      security interests created under the Collateral Documents, whereupon such
      retiring Administrative Agent shall be discharged from its duties and
      obligations hereunder.  Any resignation of Wachovia or its successor
      as the Administrative Agent pursuant to this Section 9.07 shall also
      constitute the resignation of Wachovia or its successor as the Collateral
      Agent.  After any retiring Agent’s resignation hereunder as an Agent,
      the provisions of this Article IX shall inure to its benefit as to
      any actions taken or omitted to be taken by it while it was such Agent
      hereunder.  Any successor Administrative Agent appointed pursuant to
      this Section 9.07 shall, upon its acceptance of such appointment,
      become the successor Collateral Agent for all purposes hereof.

     

    Section
      9.08.  Collateral Documents and Related
      Collateral Matters.

     

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

     

    (b)             Right
      to Realize on ABL Collateral and Enforce Guaranty.  Anything
      contained in any of the Loan Documents to the contrary notwithstanding, the
      Borrower, the Administrative Agent, the Collateral Agent and each other Secured
      Party hereby agrees that (i) no Secured Party shall have any right individually
      to realize upon any of the ABL Collateral or to enforce any Guarantee of the
      Obligations, it being understood and agreed that all powers, rights and remedies
      hereunder may be exercised solely by the Administrative Agent, on behalf of
      the
      Secured Parties, in accordance with the terms hereof and all powers, rights
      and
      remedies under the Collateral Documents may be exercised solely by the
      Collateral Agent, on behalf of the Secured Parties, and (ii) in the event of
      a
      foreclosure by the Collateral Agent on any of the ABL Collateral pursuant to
      a
      public or private sale or other disposition, the Collateral Agent or any Lender
      may be the purchaser or licensor of any or all of such ABL Collateral at any
      such sale or other disposition, and the Collateral Agent, as agent for and
      representative of the Secured Parties (but not any Lender or Lenders in its
      or
      their respective individual capacities unless Required Lenders shall otherwise
      agree in writing) shall be entitled, for the purpose of bidding and
      making

    


    
      
        
          
          

        

        
          
            

          

        

        
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    settlement
      or payment of the purchase price for all or any portion of the ABL Collateral
      sold at any such public sale, to use and apply any of the Obligations as a
      credit on account of the purchase price for any collateral payable by the
      Collateral Agent at such sale or other disposition.  Each Secured
      Party, whether or not a party hereto, will be deemed, by its acceptance of
      the
      benefits of the ABL Collateral and of the Guarantees of the Obligations provided
      under the Loan Documents, to have agreed to the foregoing
      provisions.

     

    (c)             Field
      Audit, Examination Reports and other Information; Disclaimer by
      Lenders.  By signing this Agreement, each Lender and each LC
      Issuer:

     

    (i)                 is
      deemed to have requested that the Administrative Agent furnish such Lender,
      promptly after it becomes available, a copy of each field audit or examination
      report and report with respect to the Borrowing Base prepared or received by
      the
      Administrative Agent (each field audit or examination report and report with
      respect to the Borrowing Base being referred to herein as a
“Report”), appraisals with respect to the ABL
      Collateral and financial statements with respect to the Borrower and its
      Subsidiaries received by the Administrative Agent;

     

    (ii)                 expressly
      agrees and acknowledges that no Agent (A) makes any representation or
      warranty as to the accuracy of any Report, appraisal or financial statement
      or
      (B) shall be liable for any information contained in any Report, appraisal
      or financial statement;

     

    (iii)                 expressly
      agrees and acknowledges that the Reports are not comprehensive audits or
      examinations, that the Administrative Agent or any other Person performing
      any
      audit or examination will inspect only specific information regarding the Loan
      Parties and will rely significantly upon the Loan Parties’ books and records, as
      well as on representations of the Loan Parties’ personnel; and

     

    (iv)                 agrees
      to keep all Reports confidential and strictly for its internal use in accordance
      with the terms of Section 10.07 hereof, and not to distribute or use
      any Report in any other manner.

     

    (d)              The
      Collateral Agent shall have no obligation whatsoever to any Lender, LC Issuer
      or
      any other Person to investigate, confirm or assure that the ABL Collateral
      exists or is owned by any Loan Party or is cared for, protected or insured
      or
      has been encumbered, or that any particular items of ABL Collateral meet the
      eligibility criteria applicable in respect of the Loans or Letters of Credit
      hereunder, or whether any particular reserves are appropriate, or that the
      liens
      and security interests granted to the Collateral Agent pursuant hereto or any
      of
      the Loan Documents or otherwise have been properly or sufficiently or lawfully
      created, perfected, protected or enforced or are entitled to any particular
      priority, or to exercise at all or in any particular manner or under any duty
      of
      care, disclosure or fidelity, or to continue exercising, any of the rights,
      authorities and powers granted or available to the Collateral Agent under this
      Agreement or in any of the other Loan Documents, it being understood and agreed
      that in respect of the ABL Collateral, or any act, omission or event related
      thereto, subject to the other terms and conditions contained herein, the
      Collateral Agent may act in any manner it may deem appropriate, in its
      discretion, given the Collateral Agent’s own interest in the ABL Collateral as a
Lender
      and that the Collateral Agent shall have no duty or liability whatsoever to
      any
      other Lender or LC Issuer.

    


    
      
        
          
          

        

        
          
            

          

        

        
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    (e)             Agency
      for Perfection.  Each Lender and LC Issuer hereby appoints the
      Collateral Agent and each other Lender and LC Issuer as agent and bailee for
      the
      purpose of perfecting the security interest in and liens upon the ABL Collateral
      of the Collateral Agent in assets which, in accordance with Article 9 of
      the UCC, can be perfected only by possession (or where the security interest
      of
      a secured party with possession has priority over the security interest of
      another secured party) and the Collateral Agent and each Lender and LC Issuer
      hereby acknowledges that it holds possession of any such Collateral for the
      benefit of the Collateral Agent as secured party.  Should any Lender
      or LC Issuer obtain possession of any such ABL Collateral, such Lender shall
      notify the Collateral Agent thereof and, promptly upon the Collateral Agent’s
      request therefor, shall deliver such ABL Collateral to the Collateral Agent
      or
      in accordance with the Collateral Agent’s instructions.

     

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

     

    ARTICLE
      X

     

    MISCELLANEOUS

     

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

     

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

     

    (b)           postpone
      the maturity of any Loan, the required date of reimbursement of any LC
      Disbursement or any date for payment of interest or fees (including the
      Participation Fees) payable hereunder, or forgive, waive or excuse any such
      payment, repayment or reimbursement or any amount thereof, in each case without
      the written consent of each Lender directly affected thereby (it being
      understood that a waiver of any Default or Event Default shall not constitute
      a
      postponement of any date fixed for the payment of principal, interest or
      fees);

     

    (c)           reduce
      the principal amount of, or the rate of interest specified herein on, any Loan
      or LC Disbursement, or reduce the Participation Fees or any other fees or
      premiums

    


    
      
        
          
          

        

        
          
            

          

        

        
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    payable
      hereunder, in each case without the written consent of each Lender directly
      affected thereby; provided, however, that only the consent of the
      Required Lenders shall be necessary to amend the definition of “Default Rate” or
      to waive any obligation of the Borrower to pay interest or Participation Fees
      at
      the Default Rate;

     

    (d)           change
      Section 2.13(f) or 2.14 in a manner that would alter the pro rata
      sharing of payments required thereby without the prior written consent of each
      Lender, or change Section 4.02 of the ABL Guarantee and Collateral
      Agreement in a manner that would alter the priority of payment specified
      therein;

     

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

     

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

     

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

     

    (h)           increase
      the advance rates used in computing the Borrowing Base, or reduce the Dollar
      amount specified in the definition of the term “Availability
      Block”,

     

    in
      each
      case without the written consent of the Administrative Agent and each Lender;
      and provided further that (i) no amendment, waiver or consent shall,
      unless in writing and signed by an LC Issuer or the Swingline Lender in addition
      to the Lenders required above, affect the rights or duties of such LC Issuer
      or
      the Swingline Lender, respectively, under this Agreement or any other Loan
      Document and (ii) no amendment, waiver or consent shall, unless in writing
      and signed by the Administrative Agent, the Collateral Agent or the Syndication
      Agent in addition to the Lenders required above, affect the rights or duties
      of
      the Administrative Agent, the Collateral Agent or the Syndication Agent, as
      the
      case may be, under this Agreement or any other Loan Document.

     

    In
      the
      event that (a) the Borrower or the Administrative Agent has requested the
      Lenders to consent to a departure from or waiver of any provision of any Loan
      Document or to agree to any amendment thereof, (b) the consent, waiver or
      amendment in question requires under this Section 10.01 the
      agreement of all affected Lenders or all Lenders and (c) the Required Lenders
      and the Administrative Agent have agreed to such consent, waiver or

    


    
      
        
          
          

        

        
          
            

          

        

        
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    amendment,
      then any Lender that does not agree to such consent, waiver or amendment shall
      be deemed to be a “Non-Consenting
      Lender.”  The Borrower shall be entitled to replace any
      Non-Consenting Lender in accordance with the provisions of
Section 10.12.

     

    Section
      10.02.  Notices and Other
      Communications.

     

    (a)          Notices
      Generally.  Except in the case of notices and other communications
      expressly permitted to be given by telephone (and except as provided in
Section 10.02(b)), all notices and other communications provided for
      herein shall be in writing and shall be delivered by hand or overnight courier
      service, mailed by certified or registered mail, electronic mail or sent by
      facsimile as follows, and all notices and other communications expressly
      permitted hereunder to be given by telephone shall be made to the applicable
      telephone number, as follows:

     

    (i)           if
      to the Borrower, any other Loan Party, any Agent or any LC Issuer, to the
      address, facsimile number, electronic mail address or telephone number specified
      for such Person on Schedule 10.02; and

     

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

     

    Notices
      sent by hand or overnight courier service shall be deemed to have been given
      when received; notices mailed by certified or registered mail shall be deemed
      to
      have been given four Business Days after deposit in the mails postage
      prepaid; and notices sent by facsimile shall be deemed to have been given when
      sent (except that, if not given during normal business hours for the recipient,
      shall be deemed to have been given at the opening of business on the next
      Business Day for the recipient); provided that no notice to any Agent
      shall be effective until received by such Agent; provided further that
      any such notice or other communication shall at the request of any Agent be
      provided to any sub-agent appointed by it pursuant to
Section 9.03(c) hereto, as designated by such Agent from time to
      time. Notices delivered through electronic communications to the extent provided
      in Section 10.02(b) shall be effective as provided in such
      Section.

     

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

     

    Unless
      the Administrative Agent otherwise prescribes, (i) notices and other
      communications sent to an e-mail address shall be deemed received upon the
      sender’s receipt of

    


    
      
        
          
          

        

        
          
            

          

        

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

     

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

     

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

     

    (e)          Reliance
      by Administrative Agent, LC Issuers and Lenders. The
      Agents, the LC Issuers and the Lenders shall be entitled to rely and act upon
      any notices (including telephonic Committed Loan Notices) purportedly given
      by
      or on behalf of an authorized representative of the Borrower even if
      (i) such notices were not made in a manner specified herein, were
      incomplete or were not preceded or followed by any other form of notice
      specified herein or (ii) the terms thereof, as understood by the recipient,
      varied from any confirmation thereof.  The Borrower shall indemnify
      each Agent, each LC Issuer, each Lender and the Related Parties of each of
      the
      foregoing from all losses, costs, expenses and liabilities resulting from the
      reliance by such Person on each notice purportedly given by or on behalf of
      the
      Borrower, other than losses, costs, expenses and liabilities resulting from
      the
      gross negligence or willful misconduct

    


    
      
        
          
          

        

        
          
            

          

        

        
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    of
      such
      Person.  All telephonic notices to and other telephonic communications
      with the Administrative Agent may be recorded by the Administrative Agent,
      and
      each of the parties hereto hereby consents to such recording.

     

    Section
      10.03.  No Waiver; Cumulative
      Remedies.  No failure by any Lender, any LC Issuer or any Agent to
      exercise, and no delay by any such Person in exercising, any right, remedy,
      power or privilege hereunder or under any other Loan Document shall operate
      as a
      waiver thereof; nor shall any single or partial exercise of any right, remedy,
      power or privilege hereunder or thereunder preclude any other or further
      exercise thereof or the exercise of any other right, remedy, power or
      privilege.  The rights, remedies, powers and privileges provided
      hereunder and under each other Loan Document are cumulative and not exclusive
      of
      any rights, remedies, powers and privileges provided by Law or
      otherwise.

     

    Section
      10.04.  Expenses; Indemnity; Damage
      Waiver.

     

    (a)          Costs
      and Expenses.  The Borrower agrees to pay promptly (i) all the
      actual and reasonable costs and expenses of preparation of the Loan Documents
      and any consents, amendments, waivers or other modifications thereto; (ii)
      all
      the costs of furnishing all opinions by counsel for the Borrower and the other
      Loan Parties; (iii) the reasonable fees, expenses and disbursements of counsel
      to the Agents and to either Arranger in connection with the negotiation,
      preparation, execution and administration of the Loan Documents and any
      consents, amendments, waivers or other modifications thereto and any other
      documents or matters requested by the Borrower; (iv) all the actual costs and
      reasonable expenses of creating, perfecting and recording Liens in favor of
      the
      Collateral Agent, for the benefit of the Secured Parties, including filing
      and
      recording fees, expenses and taxes, stamp or documentary taxes, search fees,
      title insurance premiums and reasonable fees, expenses and disbursements of
      counsel to any Agent and of counsel providing any opinions that any Agent or
      Required Lenders may request in respect of the ABL Collateral or the Liens
      created pursuant to the Collateral Documents; (v) all the actual costs and
      reasonable fees, expenses and disbursements of any auditors, accountants,
      consultants or appraisers; (vi) all the actual costs and reasonable expenses
      (including the reasonable fees, expenses and disbursements of any appraisers,
      consultants, advisors and agents employed or retained by the Collateral Agent
      and its counsel) in connection with the custody or preservation of any of the
      ABL Collateral; (vii) all the reasonable fees (including reasonable and
      customary internally allocated fees and expenses of employees of the
      Administrative Agent (which shall be determined on a basis consistent with
      that
      disclosed by the Administrative Agent to the Borrower prior to the date hereof)
      and fees and expenses of any third parties retained by the Administrative Agent
      to conduct any evaluation or appraisal contemplated by Section 6.18)
      incurred or charged by the Administrative Agent in connection with evaluations
      conducted pursuant to Section 6.18; (viii) all other actual
      and reasonable costs and expenses incurred by any Agent or any Arranger in
      connection with the syndication of the Loans and Commitments and the
      negotiation, preparation and execution of the Loan Documents and any consents,
      amendments, waivers or other modifications thereto and the transactions
      contemplated thereby; and (ix) after the occurrence of a Default, all costs
      and expenses, including reasonable attorneys’ fees (excluding allocated costs of
      internal counsel) and costs of settlement, incurred by any Agent, Lenders and
      LC
      Issuers in enforcing any Obligations of or in collecting any payments due from
      any Loan Party hereunder or under the other Loan Documents by reason of such
      Default (including in

    


    
      
        
          
          

        

        
          
            

          

        

        
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    connection
      with the sale, lease or license of, collection from, or other realization upon
      any of the ABL Collateral or the enforcement of any Guarantee of the
      Obligations) or in connection with any refinancing or restructuring of the
      credit arrangements provided hereunder in the nature of a “work-out” or pursuant
      to any insolvency or bankruptcy cases or proceedings.

     

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

     

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

     

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

     

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

     

    Section
      10.05.  Payments Set
      Aside.  To the extent that any payment by or on behalf of the
      Borrower is made to the Administrative Agent, any LC Issuer or any Lender,
      or
      the Administrative Agent, any LC Issuer or any Lender exercises its right of
      setoff, and such payment or the proceeds of such setoff or any part thereof
      is
      subsequently invalidated, declared to be fraudulent or preferential, set aside
      or required (including pursuant to any settlement entered into by the
      Administrative Agent, such LC Issuer or such Lender in its discretion) to be
      repaid to a trustee, receiver or any other party, in connection with any
      proceeding under any Debtor Relief Law or otherwise, then (a) to the extent
      of
      such recovery, the obligation or part

    


    
      
        
          
          

        

        
          
            

          

        

        
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    thereof
      originally intended to be satisfied shall be revived and continued in full
      force
      and effect as if such payment had not been made or such setoff had not occurred,
      and (b) each Lender and each LC Issuer severally agrees to pay to the
      Administrative Agent upon demand its applicable share (without duplication)
      of
      any amount so recovered from or repaid by the Administrative Agent, plus
      interest thereon from the date of such demand to the date such payment is made
      at a rate per annum equal to the Federal Funds Effective Rate from time to
      time
      in effect.  The obligations of the Lenders and the LC Issuers under
      clause (b) of the preceding sentence shall survive the payment in full of the
      Obligations and the termination of this Agreement.

     

    Section
      10.06.  Successors and
      Assigns.

     

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

     

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

     

    (c)          The
      Borrower, the Agents and the Lenders shall deem and treat the Persons listed
      as
      Lenders in the Register as the holders and owners of the corresponding
      Commitments and Loans listed therein for all purposes hereof, and no assignment
      or transfer of any such Commitments or Loans shall be effective, in each case,
      unless and until recorded in the Register following receipt of an Assignment
      and
      Assumption effecting the assignment thereof, together with the required forms
      and certificates regarding tax matters and any fees payable in connection with
      such assignment, in each case, as provided in
Section 10.06(e).  Each assignment shall be recorded in
      the Register on the Business Day the Assignment and Assumption is received
      by
      the Administrative Agent, if received by 12:00 p.m., and on the

    


    
      
        
          
          

        

        
          
            

          

        

        
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    following
      Business Day if received after such time, prompt notice thereof shall be
      provided to the Borrower and a copy of such Assignment and Assumption shall
      be
      maintained, as applicable.  The date of such recordation of an
      assignment shall be referred to herein as the “Assignment Effective
      Date”.  Any request, authority or consent of any Person
      who, at the time of making such request or giving such authority or consent,
      is
      listed in the Register as a Lender shall be conclusive and binding on any
      subsequent holder, assignee or transferee of the corresponding Commitment or
      Loans.

     

    (d)          Right
      to Assign.  Each Lender shall have the right at any time to assign
      to any Eligible Assignee all or a portion of its rights and obligations under
      this Agreement, including all or a portion of its Commitment and Loans or of
      any
      other Obligations; provided that (i) except in the case of assignments
      made by GSCP or Wachovia, the Administrative Agent and each LC Issuer must
      give
      its prior written consent to such assignment (which consent shall not be
      unreasonably withheld), (ii) except in the case of an assignment to a Person
      meeting the criteria of clause (a) of the definition of the term Eligible
      Assignee, or any assignment made at a time when an Event of Default shall have
      occurred and be continuing, the Borrower must give its prior written consent
      to
      such assignment (which consent shall not be unreasonably withheld), (iii) except
      in the case of an assignment to a Person meeting the criteria of clause (a)
      of
      the definition of the term Eligible Assignee or an assignment of the entire
      remaining amount of the assigning Lender’s Commitment, the amount of the
      Commitment of the assigning Lender subject to each such assignment (determined
      as of the date the Assignment and Assumption with respect to such assignment
      is
      delivered to the Administrative Agent) shall not be less than $5,000,000 unless
      each of the Borrower and the Administrative Agent otherwise consent, (iv) each
      partial assignment shall be made as an assignment of a proportionate part of
      all
      the assigning Lender’s rights and obligations under this Agreement and
      (v) the assignee, if it shall not be a Lender, shall deliver to the
      Administrative Agent an Administrative Questionnaire.

     

    (e)          Mechanics.  Assignments
      and assumptions of Loans and Commitments shall be effected by manual execution
      and delivery to the Administrative Agent of an Assignment and
      Assumption.  Assignments made pursuant to the foregoing provision
      shall be effective as of the Assignment Effective Date.  In connection
      with all assignments there shall be delivered to the Administrative Agent such
      forms, certificates or other evidence, if any, with respect to United States
      federal income tax withholding matters as the assignee under such Assignment
      and
      Assumption may be required to deliver pursuant to Section 3.01(f),
      together with payment to the Administrative Agent of a registration and
      processing fee of $3,500 (except that no such registration and processing fee
      shall be payable (i) in connection with an assignment by or to GSCP or Wachovia
      or any Affiliate thereof or (ii) in the case of an Assignee that is already
      a
      Lender or is an Affiliate or Related Fund of a Lender or a Person under common
      management with a Lender).

     

    (f)          Representations
      and Warranties of Assignee.  Each Lender, upon execution and
      delivery hereof or upon succeeding to an interest in the Commitments and Loans
      represents and warrants as of the Closing Date or as of the Assignment Effective
      Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise
      in the making of or investing in commitments or loans such as the
      Commit­ments and Loans; and (iii) it will make or invest in its Commitment
      and Loans for its own account in the ordinary course and without a view to
      distribution of such Commitment or Loans within the meaning of the Securities
      Laws (it being understood that,

    


    
      
        
          
          

        

        
          
            

          

        

        
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    subject
      to the provisions of this Section 10.06, the disposition of such
      Commitments or Loans or any interests therein shall at all times remain within
      its exclusive control).

     

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

     

    (h)          Participations.

     

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

     

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

     

    (iii)                 The
      Borrower agrees that each participant shall be entitled to the benefits of
      Sections 3.01, 3.04 and 3.05 to the same extent as if it
      were a Lender and had acquired its interest by assignment pursuant to Section
      10.06(d); provided that (A) a participant shall not be entitled to
      receive any greater payment under Section 3.01 or 3.04 than the
      applicable Lender would have been entitled to receive with respect to the
      participation sold to such participant and (B) a participant that would be
      a
      Foreign Lender if it were a Lender shall not be entitled to the benefits of
      Section 3.01 unless the Borrower is notified of the participation sold to
      such participant and such participant agrees, for the benefit of the Borrower,
      to comply with Section 3.01 as though it were a Lender; provided further
      that, except as specifically set forth in clauses (A) and (B) of this sentence,
      nothing herein shall require any notice to the Borrower or any other Person
      in
      connection with the sale of any participation.  To the extent
      permitted by Law, each participant also shall be entitled to the benefits of
      Section 10.08 as though it were a Lender, provided (1) such
      Participant agrees to be subject to Section 2.13 as though it were a
      Lender and (2) the Borrower is notified of the participation sold to such
      participant.

    


    
      
        
          
          

        

        
          
            

          

        

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

     

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

     

    Section
      10.08.  Right of
      Setoff.  If an Event of Default shall have occurred and be
      continuing, each Lender and each LC Issuer is hereby authorized at any time
      and
      from time to time, to the fullest extent permitted by applicable Law, to set
      off
      and apply any and all deposits 

     

    
      
        
        

      

      
        
        

        
          

        

      

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

     

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

     

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

     

    Section
      10.10.  Survival of Representations
      and Warranties.  All representations and warranties made hereunder
      and in any other Loan Document or other document delivered pursuant hereto
      or
      thereto or in connection herewith or therewith shall survive the execution
      and
      delivery hereof and thereof.  Such representations and warranties have
      been or will be relied upon by each Agent, each Lender and each LC Issuer,
      regardless of any investigation made by any Agent, any Lender or any LC Issuer
      or on their behalf and notwithstanding that any Agent, any Lender or any LC
      Issuer may have had notice or knowledge of any Default at the time of any Credit
      Extension, and shall continue in full force and effect as long as any Loan
      or
      any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter
      of Credit shall remain outstanding.

     

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


    
      
        
          
          

        

        
          
            

          

        

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      10.13.  Governing Law; Jurisdiction;
      Etc.

     

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

     

    (b)          SUBMISSION
      TO JURISDICTION.  EACH OF THE PARTIES HERETO IRREVOCABLY AND
      UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
      JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
      AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK,
      AND

    


    
      
        
          
          

        

        
          
            

          

        

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

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          
            

          

        

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

     

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

     

    Section
      10.17.  Joint and Several Liability of
      Loan Parties.   (a) In order to induce the Lenders and the LC
      Issuers to extend credit hereunder, and recognizing that (i) the Loan
      Parties are engaged in an integrated business and (ii) proceeds of Loans made
      hereunder and Letters of Credit issued hereunder will be available to each
      Loan
      Party for working capital and other general corporate purposes, each Loan Party
      is entering into the ABL Guarantee and Collateral Agreement and agrees that,
      by
      virtue of the undertakings set forth therein, it will be jointly and severally
      liable for all the Obligations, including the principal of and interest on
      all
      Loans made, and reimbursement obligations in respect of Letters of Credit
      issued, hereunder.  Each Loan Party further agrees that the
      Obligations may be extended or renewed, in whole or in part, or amended or
      modified, without notice to or further assent from it, and that it will remain
      bound hereunder notwithstanding any such extension or renewal, or amendment
      or
      modification, of any Obligation.

     

    (b)          Each
      Loan Party waives presentment to, demand of payment from and protest to any
      other Loan Party of any of the Obligations, and also waives notice of acceptance
      of its obligations and notice of protest for nonpayment.

     

    (c)          Each
      Loan Party further agrees that its agreement under this Section 10.17
      constitutes a promise of payment when due (whether or not any bankruptcy or
      similar proceeding shall have stayed the accrual or collection of any of the
      Obligations or operated as a discharge thereof) and not merely of collection,
      and waives any right to require that any resort be had by any Secured Party
      to
      any balance of any deposit account or credit on the books of any Secured Party
      in favor of any Loan Party or any other Person.

    


    
      
        
          
          

        

        
          
            

          

        

        
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    (d)          The
      obligations of each Loan Party under this Section 10.17 shall not be
      subject to any reduction, limitation, impairment or termination for any reason,
      and shall not be subject to any defense or setoff, counterclaim, recoupment
      or
      termination whatsoever, by reason of the invalidity, illegality or
      unenforceability of the Obligations, any impossibility in the performance of
      the
      Obligations or otherwise.  Without limiting the generality of the
      foregoing, the obligations of the Loan Parties under this
Section 10.17 shall not be discharged or impaired or otherwise
      affected by (i) the failure of any Agent or any other Secured Party to
      assert any claim or demand or to enforce any remedy under this Agreement or
      any
      other agreement, (ii) any rescission, waiver, amendment or modification of,
      or any release from any of the terms or provisions of, this Agreement or any
      other agreement (other than the indefeasible payment in full in cash of all
      the
      Obligations and except to the extent that such Obligations have been explicitly
      modified pursuant to an amendment or waiver that has become effective in
      accordance with Section 10.01), (iii) any default, failure or
      delay, willful or otherwise, in the performance of any of the Obligations or
      (iv) any other act or omission that may or might in any manner or to any
      extent vary the risk of such Loan Party or otherwise operate as a discharge
      of
      such Loan Party as a matter of law or equity.

     

    (e)          Each
      Loan Party further agrees that its obligations under this
Section 10.17 shall continue to be effective or be reinstated, as
      the case may be, if at any time payment, or any part thereof, of any Obligation
      is rescinded or must otherwise be restored by any Agent or any other Secured
      Party upon the bankruptcy or reorganization of any other Loan Party or
      otherwise.

     

    (f)          In
      furtherance of the foregoing and not in limitation of any other right which
      any
      Agent or any other Secured Party may have at law or in equity against any Loan
      Party by virtue of this Section 10.17, upon the failure of any other Loan
      Party to pay any Obligation when and as the same shall become due, whether
      at
      maturity, by acceleration, after notice of prepayment or otherwise, each Loan
      Party hereby promises to and will, upon receipt of written demand by any Agent,
      forthwith pay, or cause to be paid, in cash the amount of such unpaid
      Obligation.

     

    (g)          If
      by virtue of the provisions set forth herein, any Loan Party is required to
      pay
      and shall pay Obligations of another Loan Party, all rights of such Loan Party
      against such other Loan Party arising as a result thereof by way of right of
      subrogation or otherwise shall in all respects be subordinated and junior in
      right of payment to the prior indefeasible payment in full of all the
      Obligations.

    


    
      
        
          
          

        

        
          
            

          

        

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

     

     

    
      	 	
              SPECTRUM
                BRANDS, INC., as the Borrower

            
	 	 
	 	 
	 	
              By:

            	 /s/
              Anthony L. Genito
	 	
              Name:

            	 Anthony
              L. Genito
	 	
              Title:

            	 Senior
              Vice President and Chief Financial
              Officer


    

    


     

     

     

    
       

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

     

     

    
      	 	
              ROV
                HOLDING, INC., as a Loan Party

            
	 	 
	 	 
	 	
              By:

            	 /s/
              Anthony L. Genito
	 	
              Name:

            	 Anthony
              L. Genito
	 	
              Title:

            	 Vice
              President and Treasuruer


    

     

     

    
       

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

     

     

    
      	 	
              ROVCAL,
                INC., as a Loan Party

            
	 	 
	 	 
	 	
              By:

            	 /s/
              Anthony L. Genito
	 	
              Name:

            	 Anthony
              L. Genito
	 	
              Title:

            	 Vice
              President and Treasuruer


    

    


    
       

       

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

     

     

    
      	 	
              UNITED
                INDUSTRIES CORPORATION, as a Loan Party

            
	 	 
	 	 
	 	
              By:

            	 /s/
              Robert Prather
	 	
              Name:

            	 Robert
              Prather
	 	
              Title:

            	 Treasurer
              and Chief Financial Officer


    

    


     

    
       

       

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

     

     

    
      	 	
              SPECTRUM
                NEPTUNE US HOLDCO CORPORATION, as a Loan Party

            
	 	 
	 	 
	 	
              By:

            	 /s/
              Anthony L. Genito
	 	
              Name:

            	 Anthony
              L. Genito
	 	
              Title:

            	 Vice
              President, Treasurer and Chief Finanical
              Officer


    

    


     

     

    
       

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

     

     

    
      	 	
              SCHULTZ
                COMPANY, as a Loan Party

            
	 	 
	 	 
	 	
              By:

            	 /s/
              Robert Prather
	 	
              Name:

            	 Robert
              Prather
	 	
              Title:

            	 Treasurer
              and Chief Financial Officer


    

    


     

    
       

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

     

     

    
      	 	
              UNITED
                PET GROUP, INC., as a Loan Party

            
	 	 
	 	 
	 	
              By:

            	 /s/
              Joe Gil
	 	
              Name:

            	 Joe
              Gil
	 	
              Title:

            	 Vice
              President Finance and Treasurer


    

     

     

    
       

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

     

     

    
      	 	
              DB
                ONLINE, LLC, as a Loan Party

            
	 	 
	 	 
	 	
              By:

            	 /s/
              Joe Gil
	 	
              Name:

            	 Joe
              Gil
	 	
              Title:

            	 Vice
              President Finance and Treasurer


    

    


     

    
       

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

     

     

    
      	 	
              SOUTHERN
                CALIFORNIA FOAM, INC., as a Loan Party

            
	 	 
	 	 
	 	
              By:

            	 /s/
              Joe Gil
	 	
              Name:

            	 Joe
              Gil
	 	
              Title:

            	 Vice
              President Finance and Treasurer


    

     

     

     

    
       

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

     

     

    
      	 	
              AQUARIA,
                INC., as a Loan Party

            
	 	 
	 	 
	 	
              By:

            	 /s/
              Joe Gil
	 	
              Name:

            	 Joe
              Gil
	 	
              Title:

            	 Vice
              President Finance and Treasurer


    

    


     

    
       

      
        
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      119

    

    


     

     

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

     

     

    
      	 	
              AQUARIUM
                SYSTEMS, INC., as a Loan Party

            
	 	 
	 	 
	 	
              By:

            	 /s/
              Joe Gil
	 	
              Name:

            	 Joe
              Gil
	 	
              Title:

            	 Vice
              President Finance and Treasurer


    

    


     

    
       

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

     

     

    
      	 	
              PERFECTO
                MANUFACTURING, INC., as a Loan Party

            
	 	 
	 	 
	 	
              By:

            	 /s/
              Joe Gil
	 	
              Name:

            	 Joe
              Gil
	 	
              Title:

            	 Vice
              President Finance and Treasurer


    

    


     

     

    
       

      
        
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      121

    

    


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

     

     

    
      	 	
              TETRA
                HOLDING (US), INC., as a Loan Party

            
	 	 
	 	 
	 	
              By:

            	 /s/
              Joe Gil
	 	
              Name:

            	 Joe
              Gil
	 	
              Title:

            	 Vice
              President Finance and Treasurer


    

    


     

    
       

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

     

     

    
      	 	
              WACHOVIA
                BANK, NATIONAL ASSOCIATION, individually and as the Administrative
                Agent,
                Collateral Agent and an LC Issuer

            
	 	 
	 	 
	 	
              By:

            	 /s/
              Joseph L. White
	 	
              Name:

            	 Joseph
              L. White
	 	
              Title:

            	 Director


    

    


    


    


    
      	 	
              GOLDMAN
                SACHS CREDIT PARTNERS L.P., individually and as the Syndication
                Agent

            
	 	 
	 	 
	 	
              By:

            	 /s/
              Bruce H. Mendelsohn
	 	
              Name:

            	 Bruce
              H. Mendelsohn
	 	
              Title:

            	 Authorized
              Signatory


    

     

     

     

     

     

     

    
      
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                LENDER
                  SIGNATURE PAGE TO THE SPECTRUM BRANDS, INC. CREDIT AGREEMENT DATED
                  AS OF
                  SEPTEMBER 28, 2007

              
	 	 
	 	 Allied
                Irish Banks, p.l.c.
	 	 
	 	 
	 	
                By:

              	
                /s/
                  Albert D. Perez

              
	 	 	
                Name:      Albert
                  D.
                  Perez

                Title:         Vice
                  President

              
	 	
                 

                 

                For
                  Any Institution requiring a second signature line:

              
	 	 
	 	 
	 	
                By:

              	
                /s/
                  Eanna Mulkerc

              
	 	 	
                Name:     Eanna
                  Mulkerc

                Title:        Assistant
                  Vice President

              
	 	 


      

       

       

      
 

      
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                LENDER
                  SIGNATURE PAGE TO THE SPECTRUM BRANDS, INC. CREDIT AGREEMENT DATED
                  AS OF
                  SEPTEMBER 28, 2007

              
	 	 
	 	 Name
                of Institution:  Bank of America, NA
	 	 
	 	 
	 	
                By:

              	
                /s/
                  Lisa Freeman

              
	 	 	
                Name:      Lisa
                  Freeman

                Title:         Senior
                  Vice President

              


      

       

       

       

      
 

       

      
        
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                LENDER
                  SIGNATURE PAGE TO THE SPECTRUM BRANDS, INC. CREDIT AGREEMENT DATED
                  AS OF
                  SEPTEMBER 28, 2007

              
	 	 
	 	 Name
                of Institution: The CIT GROUP/ COMMERCIAL SERVICES,
                INC.
	 	 
	 	 
	 	
                By:

              	
                /s/
                  M. Kim Carpenter

              
	 	 	
                Name:        M.
                  Kim Carpenter

                Title:           Vice
                  President

              
	 	 	 
	 	 	 
	 	 	 
	 	
                For
                  any Institution requiring a second signature line:

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

                Title:

              


      

       

      


      
        
 

         

        
          
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                LENDER
                  SIGNATURE PAGE TO THE SPECTRUM BRANDS, INC. CREDIT AGREEMENT DATED
                  AS OF
                  SEPTEMBER 28, 2007

              
	 	 
	 	 Name
                of Institution: General Electric Capital Corporation
	 	 
	 	 
	 	
                By:

              	
                /s/
                  Todd. M. Anderson

              
	 	 	
                Name:      Todd.
                  M. Anderson

                Title:         Duly
                  Authorized Signatory

              
	 	 	 
	 	 	 
	 	 	 
	 	
                For
                  any Institution requiring a second signature line:

                 

              
	 	
                By:

              	 	 
	 	 	
                Name:

                Title:

              	 


      

      


      
 

       

      
        
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                LENDER
                  SIGNATURE PAGE TO THE SPECTRUM BRANDS, INC. CREDIT AGREEMENT DATED
                  AS OF
                  SEPTEMBER 28, 2007

              
	 	 
	 	 Name
                of Institution: LASALLE BUSINESS CREDIT, LLC
	 	 
	 	 
	 	
                By:

              	
                /s/
                  Thomas J. Brennan

              
	 	 	
                Name:       Thomas
                  J. Brennan

                Title:           First
                  Vice President

              
	 	 	 
	 	 	 


      

      


       

      
        
 

         

        
          
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                LENDER
                  SIGNATURE PAGE TO THE SPECTRUM BRANDS, INC. CREDIT AGREEMENT DATED
                  AS OF
                  SEPTEMBER 28, 2007

              
	 	 
	 	
                Landsbanki
                  Commercial Finance, a division of Landsbanki Islands
                  hf. 

              
	 	 
	 	 
	 	 	
                /s/
                  Tracy Turner

              
	 	 	
                Tracy
                  Turner

                Client
                  Relations Director

              
	 	 	 
	 	 	 
	 	 	
                /s/
                  Rebecca MacKenzie

              
	 	 	
                Rebecca
                  MacKenzie

                Associate
                  Director – Analyst

              


      

       

       

      
        
 

         

        
          
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                LENDER
                  SIGNATURE PAGE TO THE SPECTRUM BRANDS, INC. CREDIT AGREEMENT DATED
                  AS OF
                  SEPTEMBER 28, 2007

              
	 	 
	 	 Wells
                Fargo Foothill, LLC
	 	 
	 	 
	 	
                By:

              	
                 /s/
                  Rina Shinoda

              
	 	 	
                Name:       Rina
                  Shinoda

                Title:          Vice
                  President

              
	 	 	 
	 	 	 
	 	 	 
	 	
                For
                  any Institution requiring a second signature line:

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

                Title:                      

              


      

       

       

       

       

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