Exhibit 10.17

$13,500,000

CREDIT AGREEMENT

among

IGN ENTERTAINMENT, INC.,

as Borrower,

The Several Lenders
from Time to Time Parties Hereto,

and

US Bank National Association,
as Administrative Agent
and as Collateral Agent

Dated as of May 27, 2005

TABLE OF CONTENTS

i

ii

iii

iv

i

CREDIT AGREEMENT, dated as of May 27 2005, among IGN Entertainment, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), and US Bank National Association as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, on the Closing Date (as defined below) 4293746 Canada, Inc., a corporation incorporated under the laws of Canada and a Wholly-Owned Subsidiary of the Borrower, will acquire all of the issued and outstanding shares of stock of AskMen, pursuant to the AskMen Acquisition Agreement (as defined below) and immediately thereafter amalgamate with and into AskMen;

WHEREAS, the Borrower wishes to incur the term loans contemplated by this Agreement;

WHEREAS, the Lenders are willing to make such term loans available upon and subject to the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

SECTION 1.  DEFINITIONS

1.1           Defined Terms: As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“3-Month LIBOR”:

(a)           the rate for three-month deposits in United States dollars, that appears on the Moneyline Telerate Page 3750 as of 11:00 A.M., London time, on the applicable LIBOR Determination Date; or

(b)           if no rate appears on the particular LIBOR Determination Date on the Moneyline Telerate Page 3750, the rate calculated by the Borrower as the arithmetic mean of at least two offered quotations obtained after requesting the principal London offices of each of four major reference banks in the London interbank market to provide the Borrower with its offered quotation for deposits in United States dollars for the period of three months to prime banks in the London interbank market at approximately 11:00 A.M., London time, on that LIBOR Determination Date and in a principal amount that is representative for a single transaction in United States dollars in that market at that time; or

(c)           if fewer than two offered quotations referred to in clause (ii) are provided as requested, the rate calculated by the Borrower as the arithmetic mean of the rates quoted at approximately 11:00 A.M., New York time, on the

1

particular LIBOR Determination Date by three major banks in The City of New York selected by the Borrower for loans in United States dollars to leading European banks for a period of three months and in a principal amount that is representative for a single transaction in United States dollars in that market at that time; or

(d)           if the banks so selected by the Borrower are not quoting as mentioned in clause (iii) above, 3-Month LIBOR in effect on the preceding LIBOR Determination Date.

“Acquired Debt”: with respect to any specified Person:

(i)            Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

(ii)           Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition Consideration”: the “Purchase Price” (as defined in the AskMen Merger Document).

“Administrative Agent”:  as defined in the preamble hereto.

“Affiliate”:  with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; provided that beneficial ownership of 10% or more of the voting securities of a Person shall be deemed to be control.  For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether in the capacity of officer or director of such Person, through the ownership of voting securities, by agreement or otherwise.

“Affiliate Transaction”: as defined in Section 7.13(a).

“Agents”:  the Collateral Agent and the Administrative Agent.

“Aggregate Required Prepayment Amount”: for any mandatory prepayment to be prepaid pursuant to Section 6.9, the applicable amount of Net Financing Proceeds or the Applicable Percentage of Excess Cash Flow, as applicable.

“Agreement”:  this Credit Agreement, as amended, supplemented, replaced or otherwise modified from time to time, including all Exhibits, Schedules, and Annexes attached hereto.

2

“Applicable Percentage”: equals

(a)           75% with respect to a mandatory repayment of Loans with Excess Cash Flow generated in any fiscal year if, as of the end of such fiscal year, the Senior Leverage Ratio of the Borrower is equal to or greater than 1.50:1.00, or

(b)           50% with respect to a mandatory repayment of Loans with Excess Cash Flow generated in any fiscal year if, as of the end of such fiscal year, the Senior Leverage Ratio of the Borrower is less than 1.50:1.00.

“Applicable Spread”: equals, on any applicable LIBOR Reset Date,

(a)           7.50%, if on the applicable LIBOR Reset Date the Senior Leverage Ratio is equal to or greater than 2.00:1.00,

(b)           6.50%, if on the applicable LIBOR Reset Date, the Senior Leverage Ratio is equal to or greater than 1.25:1.00 and less than 2.00:1.00, and

(c)           5.50%, if on the applicable LIBOR Reset Date, the applicable LIBOR Reset Date, the Senior Leverage Ratio is less than 1.25:1.00.

“AskMen”: ▇▇▇▇▇▇.▇▇▇ Solutions Canada, Inc.

“AskMen Acquisition”: the acquisition by the Borrower of 100% of the outstanding Capital Stock of AskMen pursuant to the AskMen Acquisition Agreement.

“AskMen Acquisition Agreement”:  Share Transfer Agreement, dated as of May 27, 2005, by and among, the Borrower, 4293746 Canada Inc., a corporation incorporated under the laws of Canada, 3218864 Canada Inc., a corporation incorporated under the laws of Canada, Link Limited, a corporation incorporated under the laws of the Bahamas, 4205235 Canada Inc., a corporation incorporated under the laws of Canada, 4205219 Canada Inc., a corporation incorporated under the laws of Canada, 4205227 Canada Inc., a corporation incorporated under the laws of Canada, and New Freedom Corporation, a corporation incorporated under the laws of the British Virgin Islands, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

“AskMen Acquisition Documents”:  collectively, the AskMen Acquisition Agreement and all schedules, exhibits, annexes and amendments thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith, in each case, as amended, supplemented, replaced or otherwise modified from time to time.

“AskMen Financing Documents”: this agreement and all other agreements and documents relating to the incurrence of the Loans on the Closing Date.

“Asset Sale”:

(i)            the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the

3

assets of the Borrower and its Subsidiaries taken as a whole will be governed by the provisions of Section 7.12 and not by the provisions of Section 7.6,

(ii)           the issuance of Equity Interests in any of the Borrower’s Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(a)           any single transaction or series of related transactions that involves assets having a fair market value of less than $100,000;

(b)           a transfer of assets between or among the Borrower and its Wholly Owned Subsidiaries;

(c)           the sale or lease of products, services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;

(d)           an issuance of Equity Interests by a Subsidiary to the Borrower or to another Wholly Owned Subsidiary;

(e)           a Restricted Payment that does not violate Section 7.4 or a Permitted Investment; and

(f)            the sale or other disposition of Cash Equivalents.

“Attributable Debt”: in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended.  Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Bankruptcy Law”: Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Beneficial Owner”: has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.  The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Borrower”:  as defined in the preamble hereto.

4

“Borrowing Date”:  any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

“Borrowing Notice”:  with respect to any request for borrowing of Loans hereunder, a notice from the Borrower, substantially in the form of, and containing the information prescribed by,  Exhibit A, delivered to each Lender.

“Business Day”:  any day that is not a Legal Holiday.

“Capital Lease”:  any lease of any property which would in accordance with GAAP be required to be classified and accounted for on the balance sheet of the lessee as a capital lease.

“Capitalized Lease Obligation”: with respect to any Person for any period, any obligation of such Person to pay rent or other amounts under a Capital Lease; the amount of such obligation shall be the capitalized amount thereof determined in accordance with such principles.

“Capital Stock”:  any and all shares, interests, participation or other equivalents (however designated) of corporate stock, including without limitation all common stock and preferred stock.

“Cash Equivalents”:

(i)            marketable direct obligations issued or unconditionally Guaranteed by the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof;

(ii)           marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within six months from the date of acquisition thereof and, at the time of acquisition, having the highest ratings obtainable from Standard & Poor’s Corporation, ▇▇▇▇▇’▇ Investors Service, Inc. or another nationally recognized rating agency;

(iii)          commercial paper maturing no more than one year from the date of issuance thereof and, at the time of issuance, having at least A-1 ratings from Standard & Poor’s Corporation, and P-1 ratings for ▇▇▇▇▇’▇ Investors Service, Inc. or equivalent ratings from another nationally recognized rating agency;

(iv)          certificates of deposit or bankers’ acceptances maturing within one year from the date of acquisition thereof issued by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia having combined capital and surplus of not less than $100.0 million and having a rating of at least Aa from ▇▇▇▇▇’▇ Investors Service, Inc. or a rating of at least AA from Standard and Poor’s Corporation; and

(v)           money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (i) through (iv) of this definition.

5

“Cash Flow from Investing Activities”: the cash flow from investing activities as determined in accordance with GAAP.

“Cash Flow from Operating Activities”: the cash flow from operating activities as determined in accordance with GAAP.

“Casualty Proceeds”: any net insurance proceeds or other awards payable in connection with the loss, destruction or condemnation of any assets of the Borrower or any of its Subsidiaries (net of any costs incurred in connection with the adjustment or settlement thereof).

“CERCLA”:  the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.) and any regulations promulgated thereunder

“Change of Control”:  the occurrence of any of the following:

(e)           the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Borrower and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act);

(f)            the adoption of a plan relating to the liquidation or dissolution of the Borrower;

(g)           the consummation of the first transaction (including any merger or consolidation) the result of which is that any “person” (as defined above), other than Great Hill or any of its Affiliates, becomes the Beneficial Owner, directly or indirectly, of more of the Voting Stock of the Borrower (measured by voting power rather than number of shares) than is at the time Beneficially Owned by Great Hill and its Affiliates; or

(h)           the Borrower consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Borrower, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Borrower or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Borrower outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance);

(i)            after an initial public offering of the Borrower or any direct or indirect parent of the Borrower, the first day on which a majority of the members of the Board of Directors of the Borrower are not Continuing Directors; or

6

(j)            Great Hill, Affiliates of Great Hill, Liberty Mutual Insurance Company and BACI collectively shall cease to own and control a majority of the Voting Stock of the Borrower (measured by voting power rather than number of shares); provided, that in no event shall Liberty Mutual Insurance Company or any of its Affiliates be deemed to be an Affiliate of Great Hill for purposes of this definition.

“Charter Documents” the Articles of Organization, Articles of Incorporation, Certificate of Incorporation, Bylaws, or other organizational or governing documents, as amended or restated (or both) to date, of the Borrower and any of its Subsidiaries, as applicable.

“Closing Date”:  the date on which the conditions precedent set forth in Section 5.1 shall have been satisfied, which date shall be not later than June 3, 2005.

“Code”:  the Internal Revenue Code of 1986, as amended from time to time, and any successor statute or law thereto.

“Collateral”:  all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“Collateral Trust Agreement”: that certain Collateral Trust Agreement, dated the date hereof, among the Borrower, the Guarantors, the Collateral Agent, US Bank National Association, as collateral agent under the Note Purchase Agreement, and US Bank National Association, as collateral trustee thereunder.

“Collateral Agent”: as described in the preamble hereto.

“Commitment”:  as to any Lender, the obligation of such Lender to make a Term Loan to the Borrower hereunder in a principal amount not to exceed the amount set forth under the heading “Term Loan Commitment” opposite such Lender’s name on Schedule 1 hereto.

“Commonly Controlled Entity”:  an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

“Compliance Certificate”:  a certificate duly executed by a Responsible Officer, substantially in the form of Exhibit B.

“Consolidated Capital Expenditures”:  of any Person for any period, (a) the aggregate gross increase during that period, in the property, plant or equipment as reflected in the consolidated balance sheet of such Person and its consolidated Subsidiaries, in conformity with GAAP, and (b) the fair market value of all Intellectual Property purchased or otherwise acquired (whether by license, distribution agreement, reseller agreement, security agreement, assignment or other conveyance or option for the foregoing), other than in-bound “shrink wrap” end-user licenses, in each case (a) and (b), excluding,

7

(k)           expenditures made in connection with the replacement, substitution or restoration of assets (including any expenditures made pursuant to Section 7.6(b)),

(i)            to the extent financed from Casualty Proceeds received on account of the loss, destruction or condemnation of the assets being replaced or restored; and

(ii)           to the extent such expenditure is attributable to a credit granted by the seller of property, plant or equipment purchased with the trade-in of existing property, plant or equipment;

(b)           the purchase price paid in connection with the acquisition of any other Person (including through the purchase of all of the Capital Stock of such Person or through merger or consolidation) to the extent such amount is an Investment and allocable to the property, plant and equipment or the Intellectual Property of such Person or its Subsidiaries.

“Consolidated EBITDA”:  with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication,

(l)            the Consolidated Interest Expense of such Person and its Subsidiaries for such period, to the extent that such Consolidated Interest Expense was deducted in computing such Consolidated Net Income; plus

(m)          provision for taxes based on income or profits of such Person and its Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(n)           depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(o)           non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP; provided that for each period of four consecutive fiscal quarters ending on or before December 31, 2005, Consolidated EBITDA shall exclude (without duplication of amounts excluded pursuant to any other provision of this definition of “Consolidated EBITDA”) up to $2,961,000 of charges relating to a potential public offering of the Borrower’s equity that were actually incurred during such four consecutive fiscal quarters.

8

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

(p)           the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued, including amortization of debt issuance costs, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates (but excluding amortization of original issue discount); plus

(q)           the consolidated interest expense of such Person and its Subsidiaries that was capitalized during such period; plus

(r)            any interest paid during such period on Indebtedness of another Person that is guaranteed by such Person or one of its Subsidiaries or secured by a Lien on assets of such Person or one of its Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(s)           the product of (a) all dividends paid and whether or not in cash, on any series of preferred stock of such Person or any of its Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Borrower (other than Disqualified Stock) or to the Borrower or a Subsidiary of the Borrower, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income”:  with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided, that:

(t)            the Net Income (but not loss) of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Wholly-Owned Subsidiary of the Person; and

(u)           the Net Income of any Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any

9

agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders.

“Continuing Directors”:  as of any date of determination, any member of the Board of Directors of the Borrower who:

(i)            was a member of such Board of Directors on the date of this Agreement; or

(ii)           was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Default”:  any of the events specified in Section 9, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Disposition”:  with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof; and the terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Stock”: any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature.

“Dollars” and “$”:  lawful currency of the United States of America.

“Domestic Subsidiary”:  any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States of America.

“Employee Pension Plan”: any “employee pension benefit plan” as defined in Section 3(2) of ERISA and which is maintained by the Borrower or any of its Subsidiaries and is qualified under Section 401 of the Code.

“Environmental Laws”:  any and all applicable federal, state, regional or local laws, statutes, ordinances, rules, regulations, judgments, orders, decrees, Environmental Permits or other governmental restrictions or requirements and the common law relating to pollution or protection of public or employee health or the environment, including without limitation CERCLA and RCRA.

“Environmental Permits”:  any and all federal, state, regional or local permits, licenses, consents, authorizations, waivers, exemptions, variances, orders or approvals pursuant to Environmental Law.

“Equity Incentive Plan”: the 2003 Stock Option and Grant Plan of the Borrower, as amended or supplemented from time to time.

10

“Equity Interest”: the Capital Stock or warrants, options or other rights to acquire Capital Stock (but excluding any debt security which is convertible into, or exchangeable for, Capital Stock).

“ERISA”:  the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute or law thereto.

“Event of Default”:  as defined in Section 9.1.

“Excess Cash Flow”: for any Person for any period for which such amount is being determined, the consolidated Cash Flow from Operating Activities of such Person and its Subsidiaries during such period plus the consolidated Cash Flow from Investing Activities of such Person and its Subsidiaries during such Period.

“Excess Proceeds”: as defined in Section 7.6(b).

“Excess Proceeds Prepayment”: as defined in Section 7.6(b).

“Exchange Act”: the Securities Exchange Act of 1934, as amended, from time to time, and any successor statute or law thereto.

“Excluded Foreign Subsidiaries”:  any Foreign Subsidiary in respect of which either (a) the pledge of all of the Capital Stock of such Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower.  For the avoidance of doubt, AskMen, Acquisition Sub and each subsidiary of AskMen shall be an Excluded Foreign Subsidiary.

“Existing Debt”: Indebtedness of the Borrower outstanding on the date hereof in an aggregate principal amount not to exceed $49,950,000, all as set forth on Schedule 4.8.

“Exit Event”: a Change of Control or Qualified Public Offering.

“Financing Proceeds”: the cash (other than cash that constitutes Net Asset Sale Proceeds) received by the Borrower or any of its Subsidiaries, directly or indirectly, from any financing transaction of whatever kind or nature, including from any incurrence of Indebtedness (other than Permitted Debt), any mortgage or pledge of an asset or interest therein (including a transaction which is the substantial equivalent of a mortgage or pledge), from the sale of tax benefits, from a lease to a third party and a pledge of the lease payments due thereunder to secure Indebtedness, from a joint venture arrangement, from an exchange of assets and a sale of the assets received in such exchange, or any other similar arrangement or technique whereby the Borrower or any of its Subsidiaries obtains cash or Cash Equivalents in respect of an asset.  For the avoidance of doubt, Financing Proceeds shall not include revenue received from licensing of the Borrower’s Intellectual Property on a non-exclusive basis in the ordinary course of business.

“Financing Change”: as defined in Section 7.5(vi).

11

“First Lien Debt”: has the meaning given to such term in the Collateral Trust Agreement.

“First Lien Percentage”: at any time of measurement with respect to any single Series of First Lien Debt, the percentage that the aggregate outstanding principal amount of such Series of First Lien Debt bears to the aggregate outstanding principal amount of all Series of First Lien Debt.

“Foreign Subsidiary”:  any Subsidiary of the Borrower that is not a Domestic Subsidiary.

“Funded Indebtedness”: all Indebtedness of any Person described in clauses (a), (b), (d) and (e) of the definition of “Indebtedness” (other than intercompany Indebtedness) without duplication.

“GAAP”:  generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

“Governmental Authority”:  any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Great Hill”: Great Hill Equity Partners II L.P. and its Affiliated investment funds.

“Guarantee”: a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any indebtedness. The term “Guarantee” used as a verb (and the participle formed therefrom) will have a correlative meaning.

“Guarantee and Collateral Agreement”:  the Amended and Restated Guarantee and Collateral Agreement to be executed and delivered by the Borrower, each Guarantor, each holder of Senior Notes and the Collateral Agent, substantially in the form of Exhibit C, as the same may be amended, supplemented, replaced or otherwise modified from time to time.

“Guarantors”:  each of:

(a)           the guarantors listed on the signature pages to the Guarantee and Collateral Agreement; and

(b)           any other Subsidiary of the Borrower that executes a Loan Guarantee or grants a Lien in favor of the Collateral Agent in accordance with the provisions of this Agreement,

12

and their respective successors and assigns.

“Hazardous Materials”: any “hazardous substances,” “pollutants” or “contaminants” as defined in CERCLA and its implementing regulations, any “hazardous waste,” “hazardous materials” or “regulated substances” as defined in RCRA and its implementing regulations and any toxic substance, hazardous or other waste, hazardous constituent, petroleum, including crude oil and any fractions thereof, chemicals, materials or substances regulated under any Environmental Laws.

“Hedging Obligations”: with respect to any specified Person, the obligations of such Person under:

(c)           interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and

(d)           other agreements or arrangements designed to protect such Person against fluctuations in interest rates.

“incur”: as defined in Section 7.1(a).

“Indebtedness”:  with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

(e)           in respect of borrowed money;

(f)            evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(g)           in respect of banker’s acceptances;

(h)           representing Capital Lease Obligations;

(i)            representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed, except (i) any such balance that constitutes an accrued expense or trade payable not overdue by more than 90 days incurred in the ordinary course of such Person’s business, (ii) any such balance due that is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and for which adequate reserves or other appropriate provisions have been made in accordance with GAAP, and (iii) any such obligation incurred under ERISA; or

(j)            representing any Hedging Obligations;

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP.  In addition, the term “Indebtedness” includes all indebtedness of others

13

secured by a Lien on any asset of the specified Person (whether or not such indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date will be the principal amount of the Indebtedness (including all amounts capitalized to principal and all other payments in kind), together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness.

“Information”: all information, other than financial projections of the Borrower, AskMen or their respective Subsidiaries, provided to the Lenders by the Borrower, AskMen or their Agents or Affiliates in connection with the transactions contemplated by this Agreement.

“Initial Public Offering”: the initial public offering of Capital Stock of the Borrower or any direct or indirect parent of the Borrower registered after the date of this Agreement under the Securities Act.

“Insolvency”:  with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvent”:  pertaining to a condition of Insolvency.

“Intellectual Property”:  any or all of the following and all rights in, arising out of, or associated therewith:  (i) all United States, international and foreign patents and applications therefor and all reissues, divisions, divisionals, renewals, extensions, provisionals, continuations and continuations-in-part thereof, and all patents, applications, documents and filings claiming priority to or serving as a basis for priority thereof; (ii) all inventions (whether or not patentable), invention disclosures, improvements, trade secrets, proprietary information, know how, computer software programs (in both source code and object code form), technology, technical data and customer lists, tangible or intangible proprietary information, and all documentation relating to any of the foregoing; (iii) all copyrights, copyrights registrations and applications therefor, and all other rights corresponding thereto throughout the world; (iv) all industrial designs and any registrations and applications therefor throughout the world; (v) all trade names, logos, common law trademarks and service marks, trademark and service ▇▇▇▇ registrations and applications therefor throughout the world; (vi) all proprietary databases and data collections and all rights therein throughout the world; (vii) all moral and economic rights of authors and inventors, however denominated, throughout the world; (viii) all Web addresses, sites and domain names and numbers; (ix) goodwill and remedies against infringement thereof and rights of protection of an interest therein under the laws of all jurisdictions; or (x) any similar or equivalent rights to any of the foregoing anywhere in the world.

“Intellectual Property Rights”: as defined in Section 4.14.

“Investments”: with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to directors, officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other

14

securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.  If the Borrower or any of its Subsidiaries sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Borrower such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Borrower, the Borrower will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Borrower’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of Section 7.4.  The acquisition by the Borrower or any of its Subsidiaries of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Borrower or such Subsidiary in such third Person in an amount equal to the fair market value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of Section 7.4.

“Junior Debt”: as defined in Section 7.4.

“Legal Holiday”:  a Saturday, Sunday or day on which banks and trust companies in the principal place of business of the Borrower or in New York are not required to be open.  If a payment date is a Legal Holiday, payment may be made on the next succeeding day that is not a Legal Holiday, and interest shall accrue for the intervening period.

“Lenders”:  as defined in the preamble hereto.

“Leverage Ratio”: as defined in Section 8.4.

“LIBOR Determination Date”: as defined in Section 2.7(b).

“LIBOR Reset Date”: each March 31, June 30, September 30, and December 31, unless such day is not a Business Day, in which case the applicable LIBOR Reset Date will be the immediately preceding Business Day.

“Lien”:  any material mortgage, pledge, lien, encumbrance, charge or adverse claim affecting title or resulting in a charge against real or personal property, or security interest of any kind (including, without limitation, any lien in favor of the PBGC or any Plan under ERISA or the Code or any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

“Loan”:  as defined in Section 2.1.

“Loan Documents”:  this Agreement, the Security Documents and the Notes.

“Loan Guarantees”:  the guarantee of the Obligations of the Borrower made by each Guarantor.

“Loan Parties”:  the Borrower, each Guarantor and each Subsidiary of the Borrower that is a party to a Loan Document.

15

“London Banking Day”: a day on which commercial banks are open for business, including dealing in United States dollars, in London.

“Majority Lenders”: Lenders holding an aggregate principal amount of Loans representing more than 50% of the aggregate principal amount of Loans then outstanding.

“Mandatory Prepayment Amount”: as defined in Section 2.9(b).

“Material Adverse Effect”:

(k)           any material adverse effect on the business results of operations, cash flows, properties, assets, liabilities or condition (financial or otherwise) of the Borrower and AskMen and their respective Subsidiaries taken as a whole; or

(l)            any material adverse effect on the ability of the Borrower, AskMen or any Guarantor, as applicable, to fulfill their respective obligations under the Loan Documents, the AskMen Financing Documents or the AskMen Acquisition Documents or any document contemplated hereby or thereby; or

(m)          any material adverse effect on the ability of the Lenders or the Administrative Agent to enforce in any material respect their rights purported to be granted hereunder or under any of the other Loan Documents or the Obligations of the Borrower or any Guarantor under a Loan Document (including realizing on the Collateral).

“Material Contracts”: all contracts, agreements, licenses and commitments to which the Borrower or any of its Subsidiaries is a party or to which any of their respective assets or properties is bound, the breach or termination of which would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

“Mortgage”:  each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Collateral Agent for the benefit of the Secured Parties, which shall in each case be in form and substance satisfactory to the Collateral Agent, as the same may be amended, supplemented, replaced or otherwise modified from time to time.

“Mortgaged Property”: as defined in Section 6.10(e).

“Multiemployer Plan”: a Plan which is a multiemployer plan as defined in Section 4001(a)(3) or 3(37)(A) of ERISA which covers any of the employees of the Borrower or any Commonly Controlled Entity.

“Net Asset Sale Proceeds”: with respect to any sale or other disposition of any assets or stock:

16

(n)           cash (freely convertible into United States dollars) received by the Borrower or any of its Subsidiaries from such sale or other disposition, after:

(i)            provision for all income or other taxes measured by or resulting from such sale or other disposition,

(ii)           payment of all brokerage commissions and other fees and expenses related to such sale or other disposition, and

(iii)          deduction of appropriate amounts as a reserve, in accordance with GAAP, against any liabilities associated with such assets or stock and retained by the Borrower or any of its Subsidiaries after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with the sale or other disposition of such assets or stock; and

(o)           any non-cash consideration received by the Borrower or any of its Subsidiaries from such sale or other disposition upon the liquidation or conversion of such non-cash consideration into cash.

“Net Financing Proceeds”: Financing Proceeds, net of underwriting discounts and commissions, loan fees and other reasonable direct expenses of the transaction and net of taxes (including income taxes) currently paid or payable in cash as a result thereof in the current year or in the next succeeding year with respect to the current year as a result of the transaction generating Net Financing Proceeds.

“Net Income”:  with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however,

(p)           any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Subsidiaries;

(q)           any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss; and

(r)            the cumulative effect of a change in accounting principles.

“Non-Excluded Taxes”:  as defined in Section 2.11(a).

“Non-U.S. Lender”:  as defined in Section 2.11(d).

17

“Note”:  any promissory note evidencing any Loan.

“Note Purchase Agreement”: that certain Note Purchase Agreement, dated as of March 3, 2004, by and among the Borrower, the purchasers listed on the signature pages thereto and US Bank National Association, as the collateral agent thereunder, as amended by that certain Amendment and Waiver No. 1 dated as of July 9, 2004, that certain Amendment No. 2 to Note Purchase Agreement dated February 4, 2005, that certain Amendment No. 3 to Note Purchase Agreement dated March 31, 2005, and that certain Amendment No. 4 to Note Purchase Agreement dated May [   ], 2005.

“Obligations”: any principal, interest, penalties, fees, indemnifications, expenses, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Officers’ Certificate”: a certificate signed by any two officers, one of whom must be the chairman of the board, the president, the controller, the treasurer or a vice president of the Borrower.

“Operating Lease”: any lease other than a Capital Lease.

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

“Participant”: as defined in Section 11.3(b).

“Payment Default”: as defined in Section 9.1(v)(A).

“PBGC”:  the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Permitted Business”: the business engaged in by the Borrower and its Subsidiaries on the Closing Date and similar or related businesses.

“Permitted Debt”: as defined in Section 7.1(b).

“Permitted Investments”:

(i)            any Investment in the Borrower or in a domestic Wholly Owned Subsidiary of the Borrower;

(ii)           any Investment in Cash Equivalents;

(iii)          any Investment by the Borrower or any of its Subsidiaries in a Person that is engaged in a Permitted Business, if as a result of such Investment:

18

(A)          such Person becomes a domestic Wholly Owned Subsidiary of the Borrower; or

(B)           such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Borrower or a domestic Wholly Owned Subsidiary of the borrower,

provided, that

(C)           the aggregate amount of such Investments, exclusive of Investments made pursuant to clause (xiii) of this definition, does not exceed the lesser of (1) $3.5 million plus 50% of the Excess Cash Flow of the Borrower that was not required to be applied to prepay the Loan pursuant to Section 6.9 and (2) $7.5 million;

(D)          the aggregate amount of all such Investments, exclusive of Investments made pursuant to clause (xiii) of this definition, does not exceed $2.0 million in any fiscal year; and

(E)           on a pro forma basis, giving effect to such Investment as if it were made on the first day of the four consecutive completed fiscal quarters of the Borrower ended immediately preceding such Investment, the Senior Leverage Ratio for the Company would be no more than,

19

(iv)          any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 7.5;

(v)           any acquisition of assets that constitute Collateral solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Borrower;

(vi)          any Investments received in compromise of obligations of such Persons incurred in the ordinary course of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;

(vii)         Hedging Obligations otherwise permitted to be incurred pursuant to this Agreement;

(viii)        Investments of a Person or any of its Subsidiaries existing at the time such Person becomes a Subsidiary of the Borrower or at the time such Person merges or consolidates with the Borrower or any of its Subsidiaries, in either case in compliance with this Agreement; provided that such Investments were not made by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Subsidiary of the Borrower or such merger or consolidation;

(ix)           Investments made by the Borrower or any Subsidiary in connection with purchase price adjustments, contingent purchase price payments or other earn-out payments required in connection with Investments otherwise permitted under this Agreement;

(x)            negotiable instruments held for deposit or collection in the ordinary course of business;

(xi)           prepaid expenses and workers compensation, utility, and similar deposits in the ordinary course of business;

(xii)          intercompany loans that constitute Permitted Debt; and

(xiii)         Investments made pursuant to the AskMen Acquisition Documents.

“Permitted Liens”: with respect to any Person:

20

(i)            Liens on assets owned by the Borrower or any of its Subsidiaries in favor of any Lender under the Loan Documents;

(ii)           pledges or deposits by such Person under workers compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory, contractual  or warranty obligations of such Person or deposits of cash or United States Government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent;

(iii)          Liens imposed by law, such as carriers, warehousemen’s and mechanics’ Liens or Liens arising out of judgments or awards against such Person with respect to which such Person shall then be prosecuting appeal or other proceedings for review;

(iv)          Liens securing the payment of taxes, assessments and governmental charges or levies which are not yet subject to penalties for non-payment or which are being contested in good faith and by appropriate proceedings provided that such proceedings stay the applicable tax or charge;

(v)           Liens in favor of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(vi)          minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning of other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness or other extensions of credit and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(vii)         judgment Liens not giving rise to an Event of Default;

(viii)        Liens arising from filing Uniform Commercial Code financing statements regarding leases and contractual landlord’s Liens not securing Indebtedness;

(ix)           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; and

21

(x)            Liens listed on Schedule 4.8.

“Permitted Refinancing Indebtedness”: any Indebtedness of the Borrower or any of its Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Borrower or any of its Subsidiaries (other than intercompany Indebtedness); provided that:

(s)           the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(t)            such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(u)           if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Loans, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Loans on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(v)           such Indebtedness is incurred either by the Borrower or by the Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(w)          after giving effect to the incurrence of such Indebtedness, the Borrower would be in compliance on a pro-forma basis with the covenants in Section 8.

“Person”:  an individual, partnership, corporation, trust or unincorporated organization or a government or agency or political subdivision thereof.

“Plan”:  at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prepayment Date”: as defined in Section 2.9(b).

“Prepayment Premium”: as defined in Section 2.6(a).

22

“Projections”: as defined in Section 4.9(b).

“Property”:  any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

“Qualified Public Offering”: the consummation of a firmly underwritten public offering pursuant to the Securities Act, on Form S-1 (as defined in the Securities Act) or any successor form, provided, however, that the aggregate gross proceeds to the Company are not less than $50,000,000.

“RCRA”: Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C. § 6901 et seq.) and any regulations promulgated thereunder.

“Real Property”:  the offices, stores, warehouses, distribution facilities factories and all real property and related facilities that are currently owned, leased, operated, used, controlled, managed or occupied by the Borrower or any of its Subsidiaries.

“Reorganization”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA.

“Required Leverage Ratio”: for each date listed in Section 8.4, the corresponding Leverage Ratio for such date.

“Requirement of Law”:  as to any Person, the Charter Documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, including, without limitation, the Securities Act, the Exchange Act, Regulations U and X, ERISA, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act, Americans with Disabilities Act of 1990, the Social Security Act, and Environmental Laws (including, without limitation, those applicable to the disposal of medical waste).

“Responsible Officer”:  as to any Person, the chief executive officer, president or chief financial officer of such Person, but in any event, with respect to financial matters, the chief financial officer of such Person.  Unless otherwise qualified, all references to a “Responsible Officer” shall refer to a Responsible Officer of the Borrower.

“Restricted Investment”: any investment other than a Permitted Investment.

“Restricted Payments”:  as defined in Section 7.4.

“SEC”:  the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

“Secured Parties”:  as defined in the Guarantee and Collateral Agreement.

23

“Security Documents”:  the collective reference to the Guarantee and Collateral Agreement, the Mortgages, any intellectual property security agreements or control agreements required to be delivered pursuant to the Guarantee and Collateral Agreement or any other Loan Document and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any Property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“Securities Act”: the Securities Act of 1933, as amended from time to time, and any successor statute or law thereto and the rules and regulations of the SEC thereunder.

“Securities Purchase Agreement”: the Securities Purchase Agreement, dated as of March 3, 2004, among the Borrower and the purchasers named therein, pursuant to which the Borrower issued $20.0 million in aggregate principal amount of its Senior Subordinated Notes due March 3, 2010, 56,298 shares of its Series B Preferred Stock, and warrants to purchase 56,298 shares of its Common Stock.

“Senior Leverage Ratio”: equals, as of any date of measurement, the ratio of (a) the aggregate principal amount of secured Indebtedness of the Borrower and its Subsidiaries under the Notes and Indebtedness of the Borrower and its Subsidiaries that is pari passu in right of payment with the Notes on such date to (b) the Consolidated EBITDA of the Borrower and its Subsidiaries for the 12-month period ending on such date.

“Senior Notes”: the notes outstanding on the date hereof pursuant to the Note Purchase Agreement.

“Senior Subordinated Notes”: the notes outstanding on the date hereof pursuant to the Securities Purchase Agreement.

“Senior Subordinated Note Waiver”: that certain Amendment and Waiver No. 4 to Securities Purchase Agreement dated as of May [   ], 2005, by and among IGN Entertainment, Inc., the Guarantors, and Banc of America Capital Investors, L.P.

“Series A Preferred Stock”: the Borrower’s Series A Preferred Stock.

“Series B Preferred Stock”: the Borrower’s Series B Preferred Stock.

“Series of First Lien Debt”: has the meaning given to such term in the Collateral Trust Agreement.

“Significant Subsidiary”: with respect to any Person, any Subsidiary of such Person that satisfies the criteria for a “significant subsidiary” set forth in Rule 1.02(w) of Regulation S-X under the Securities Act.

“Single Employer Plan”:  any Plan which is a single employer plan as defined in Section 4001(a)(15) of ERISA and which is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

24

“Solvent”:  with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, (d) such Person will be able to pay its debts as they mature and (e) such Person is not insolvent within the meaning of any applicable Requirements of Law.  For purposes of this definition, (i) ”debt” means liability on a “claim”, and (ii) ”claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“Stockholders Agreement”: that certain Amended and Restated Stockholders Agreement, dated as of March 4, 2004, between the Borrower and certain holders of its Equity Interests.

“Subsequent Acquisition Indebtedness Cap”: with respect to the Rotten Tomatoes Merger Agreement, $6,500,000 plus up to $100,000 of working capital adjustments made pursuant to Section 1.11 of the Rotten Tomatoes Merger Agreement; with respect to the 3D Gamers Agreement, $800,000; and with respect to the AskMen Acquisition Agreement, $13,500,000.

“Subsidiary”:  with respect to any Person, any corporation, association or other business entity of which securities or other ownership interests representing more than 50% of the ordinary voting power are, at the time as of which any determination is being made, owned or controlled by that Person or one or more subsidiaries of that Person or by that Person and one or more subsidiaries of that Person.  For purposes of the representations and warranties set forth in Section 4, AskMen and each of its Subsidiaries shall be deemed to be Subsidiaries of the Borrower as of the date hereof and as of the Closing Date.

“Survey”: a survey of any Mortgaged Real Property (and all improvements thereon):  (i) prepared by a surveyor or engineer licensed to perform surveys in the state where such Mortgaged Real Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Mortgaged Real Property, in which event such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, (iii) certified by the surveyor (in a manner reasonably acceptable to the Collateral Agent) to the Collateral Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey, and (v) sufficient for the

25

Title Company to remove all standard survey exceptions from the title insurance policy (or commitment) and issue a survey endorsement.

“Term Loan”:  as defined in Section 2.1.

“Term Note”: as defined in Section 2.4(e).

“Test Period”: the four consecutive completed fiscal quarters of the Borrower ending on the applicable date of measurement, including periods prior to the Closing Date; provided that for periods prior to the Closing Date the financial results of the Borrower and AskMen shall be measured on a combined basis; and

“Title Insurance Company”: as defined in Section 6.10(g).

“Treasury Rate”: as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to March 15, 2005; provided, however, that if the period from the redemption date to March 15, 2005, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“UCC”:  the Uniform Commercial Code, as in effect from time to time in any applicable jurisdiction.

“Voting Stock”: of any Person as of any date, the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“Weighted Average Life to Maturity”:  when applied to any Indebtedness at any date, the number of years obtained by dividing:

(i)            the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(ii)           the then outstanding principal amount of such Indebtedness.

“Wholly Owned Subsidiary”:  as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

26

SECTION 2.  AMOUNT AND TERMS OF COMMITMENTS

2.1           Term Loan Commitments.  Subject to the terms and conditions hereof, the Lenders severally agree to make term loans (each, a “Term Loan” or a “Loan”) to the Borrower on the Closing Date in an amount for each Lender not to exceed the amount of the Commitment of such Lender.

2.2           Procedure for Term Loan Borrowing.  The Borrower shall deliver to each Lender a Borrowing Notice (which Borrowing Notice must be received by each Lender prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed.  Not later than 12:00 Noon, New York City time, on the Closing Date each Lender shall make available to the Borrower an amount in immediately available funds equal to the Term Loan to be made by such Lender.

2.3           Repayment of Term Loans.  The Term Loan of each Lender shall mature on September 30, 2009.

2.4           Repayment of Loans; Evidence of Debt

(a)           The Borrower hereby unconditionally promises to pay to each Lender the principal amount of each Term Loan of such Lender on the date set forth in Section 2.3 (or on such earlier date on which the Term Loans become due and payable pursuant to Section 9).  The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Term Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.7.

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

(c)           The Borrower shall maintain the Register pursuant to Section 11.5(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Term Loan made hereunder and any Note evidencing such Term Loan and (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder.

(d)           The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.4(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of the Borrower to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Term Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.

(e)           The Borrower agrees that, upon the request of any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Term Loans of such Lender, substantially in the forms of Exhibit D (a “Term Note”), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not

27

be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.

2.5           Fees

(a)           Whether or not any of the Loans are made, the Borrower agrees:

(i)            to pay or reimburse each Lender and the Agents for their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including (A) the reasonable fees and disbursements and other charges of one counsel to the Lenders (plus any local counsel) and one counsel to each Agent (plus any local counsel), (B) all reasonable out-of-pocket expenses incurred by each Lender and each Agents and or their respective general partners, if applicable, in connection with the transactions contemplated by this Agreement and the other documents referred to herein, including travel and lodging expenses and (C) all costs incurred in connection with its review of the Borrower’s business and operations;

(ii)           to pay or reimburse each Lender and each Agent for all of their respective costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to each Agent;

(iii)          to pay, indemnify, or reimburse each Lender and each Agent for, and hold each Lender and each Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and;

(iv)          to pay all other reasonable out-of-pocket expenses, including reasonable fees and expenses of one counsel (plus any local

28

counsel), incurred by the Borrower in connection with the transactions contemplated by this Agreement; and

(v)           to pay such fees of each Agent as are agreed from time to time and the reasonable out-of-pocket expenses of each Agent.

2.6           Optional Prepayments

(a)           The Borrower may prepay all of the Term Loans, or any portion of the Term Loans, upon not less than 10 Business Days nor more than 60 days’ notice, at a prepayment price equal to 100% of the principal amount of Term Loans prepaid, plus, subject to Section 2.6(b), accrued and unpaid interest to the date of prepayment, plus the applicable prepayment premium shown below (expressed as a percentage of principal being redeemed and referred to herein as the “Prepayment Premium”):

(b)           Any time on or before December 31, 2005, the Borrower may prepay all of the Term Loans, upon not less than 10 Business Days nor more than 60 days’ notice, at a redemption price of 101% of the principal amount of the Term Loan if such prepayment is made immediately prior to the consummation of an Exit Event.  No Prepayment Premium will be payable under Section 2.6(a) with regard to any prepayment under this Section 2.6(b).

(c)           Mandatory prepayment required by Section 6.9 or 7.6 shall not be subject to any Prepayment Premium under Section 2.6(a).

2.7           Interest Rates and Payment Dates

(a)           The Borrower shall pay interest on the principal amount of each Loan (measured on the date immediately preceding the date such interest payment is due) at a variable rate that will be reset quarterly commencing June 30, 2005, from the date of this Agreement until the Loans are repaid.  The interest rate for any period beginning from and including a LIBOR Reset Date to but excluding the next LIBOR Reset Date will be equal to the 3-Month LIBOR Rate plus the Applicable Spread per annum.  The initial interest rate for the Loan for the period from and including the Closing Date to but excluding the first LIBOR Reset Date will be calculated using 3-Month LIBOR as determined by the Borrower on the second London Banking Day preceding the Closing Date.

(b)           The Borrower will determine, and notify the Lenders of its determination of, 3-Month LIBOR on the second London Banking Day preceding the related LIBOR Reset Date (the “LIBOR Determination Date”).  The initial LIBOR Determination Date for the initial interest period will be the second London Banking Day preceding the Closing Date.

29

(c)           The Borrower will pay interest quarterly in arrears on each March 31, June 30, September 30, and December 31 of each year (each, an “Interest Payment Date”).  Interest on the Loans will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Closing Date, at the rate in effect for such period.  Interest will be computed on the basis of a 360 day year and actual days elapsed in each relevant interest period.

(d)           So long as any Event of Default shall have occurred and be continuing, the unpaid principal amount of the Loans and, to the extent not paid when due, each other amount payable hereunder (provided that the Borrower shall have received notice that such other amount is payable), shall bear interest (including post-petition interest in any proceeding under any Bankruptcy Law) at a rate per annum equal to 2% in excess of the rate then in effect.

(e)           Notwithstanding anything to the contrary set forth in this Agreement, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Lenders is equal to the total interest which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement.  Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in this Agreement, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply.  In the event that a court determines that the Lenders have received interest hereunder in excess of the Maximum Lawful Rate, the amount of such excess interest shall be applied against (i) any accrued and unpaid interest on the Loans, (ii) the principal amount and premium, if any, then outstanding under the Loans, and (iii) any such excess interest payments remaining with the Lenders after such application shall be refunded to the Borrower.  In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount which such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate.  If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

2.8           Indemnification.

In addition to any and all obligations to indemnify each Lender pursuant to the Loan Documents, each Loan Party (collectively, the “Indemnifying Parties”) hereby agrees, jointly and severally, without limitation as to time, to indemnify each Lender and its agents and Affiliates, including its officers, directors, employees, advisors and representatives (collectively, the “Indemnified Parties”), against, and hold such Lender and them harmless from, all losses, claims, damages, liabilities and related expenses (including the expenses of preparation and attorneys’ fees and disbursements) (collectively, the “Losses”) incurred by such Lender or them and arising out of or in connection with the Loan Documents or the transactions contemplated hereby or thereby (or any other document or instrument executed herewith or pursuant hereto or

30

thereto), whether or not the transactions contemplated by this Agreement are consummated and whether or not any Indemnified Party is a formal party to any claim, litigation, investigation or proceeding, except to the extent, and only to the extent, that any Losses directly result from action on the part of any Indemnified Party which is finally judicially determined to arise primarily from such Indemnified Party’s or agent’s either gross negligence or willful misconduct.  The Indemnifying Parties agree to reimburse any Indemnified Party promptly for all such Losses as they are incurred by such Indemnified Party.  No Indemnified Party will be liable for:

(i)            any Losses arising from the use by unauthorized Persons of Information or other materials sent through electronic, telecommunications or other information transmissions systems that are intercepted by such Persons;

(ii)           any special, indirect, consequential or punitive damages arising out of or in connection with the Loan Documents or the transactions contemplated hereby or thereby (or any other document or instrument executed herewith or pursuant hereto or thereto); or

(iii)          any other Losses except to the extent, and only to the extent, that any Losses directly result from action or failure to act on the part of any Indemnified Party which is finally judicially determined to arise primarily from such Indemnified Party’s either gross negligence or willful misconduct.

The obligations of the Indemnifying Parties to each Indemnified Party hereunder shall be separate obligations, and the Indemnifying Parties’ liability to any such Indemnified Party hereunder shall not be extinguished solely because any other Indemnified Party is not entitled to indemnity hereunder.  The obligations of the Indemnifying Parties under this Section 2.5 shall survive the payment or prepayment of the Loans at maturity, upon acceleration or otherwise, any transfer of Loans by any Lender and the termination of the Loan Documents.

In case any action shall be brought against any Indemnified Party with respect to which indemnity may be sought against any of the Indemnifying Parties hereunder, such Indemnified Party shall promptly notify the Borrower in writing and the Borrower shall, if it desires, assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party and payment of all reasonable fees and expenses.  The failure to so notify the Borrower shall not affect any obligation any of the Indemnifying Parties may have to any Indemnified Party under this Agreement or otherwise.  Each Indemnified Party and each group of Indemnified Parties under common control (a “Affiliated Group”) shall have the right to employ separate counsel in such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party or Affiliated Group, as applicable, unless:

(i)            the Indemnifying Parties have agreed in writing to pay such expenses;

(ii)           the Indemnifying Parties have failed to assume the defense and employ counsel; or

(iii)          the named parties to any such action (including any impleaded parties) include any Indemnified Party and any Indemnifying Party, and such Indemnified Party shall

31

have been advised by outside counsel that there may be one or more legal defenses available to it which are inconsistent with or additional to those available to the Indemnifying Party;

provided that, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel in the circumstances described in clauses (i), (ii) or (iii) above, the Borrower shall not have the right to assume the defense of such action or proceeding; provided, however, that the Indemnifying Parties shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the fees and expenses of more than one such firm of separate counsel (in addition to any necessary local counsel), which counsel shall be designated by such Indemnified Party.  The Indemnifying Parties shall not be liable for any settlement of any such action effected without the written consent of the Borrower (which shall not be unreasonably withheld).  The Indemnifying Parties agree that they will not, without the Indemnified Party’s prior consent, which shall not be unreasonably withheld, settle or compromise any pending or threatened claim, action or suit in respect of which indemnification or contribution may be sought hereunder unless the foregoing contains an unconditional release of the Indemnified Parties from all liability and obligation arising therefrom.

2.9           Pro Rata Treatment; Mandatory Payments

(a)           Subject to Section 2.9(b), each mandatory prepayment in respect of the Term Loans made pursuant to Section 6.9 or 7.6 shall be allocated among the Lenders pro rata according to the respective outstanding principal amounts of Term Loans held by each such Lender.  Each optional prepayment in respect of the Term Loans made pursuant to Section 2.6 shall be allocated among the Lenders pro rata according to the respective outstanding principal amounts of Term Loans held by each such Lender.  Amounts prepaid on account of the Term Loans may not be re-borrowed.

(b)           Notwithstanding anything to the contrary herein, each Lender may, at its option, decline up to 100% of the portion of any mandatory payment applicable to the Term Loans of such Lender; accordingly, with respect to the amount of any mandatory prepayment described in  Section 6.9 or 7.6 of Term Loans (such amounts, “Mandatory Prepayment Amount”), the Borrower will, on the date specified in Section 6.9 or 7.6 for such prepayment, (A) give the Administrative Agent notice by telephone and fax (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Lender a Prepayment Option Notice as described below and (B) deposit with the Administrative Agent the Mandatory Prepayment Amount.

As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be substantially in the form of Exhibit E, and shall include an offer by the Borrower to prepay on the Prepayment Date the Term Loans of such Lender by an amount equal to the portion of the Mandatory Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Term Loans.  The “Prepayment Date” in respect of any Prepayment Option Notice shall be the date which is five Business Days after the date of such Prepayment Option Notice.

32

On the Prepayment Date, the Administrative Agent shall (A) apply the Mandatory Prepayment Amount toward prepayment of the outstanding Term Loans in respect of which Lenders have accepted such mandatory prepayment pursuant to the terms of the Prepayment Option Notice and (B) return any unpaid portion of the Mandatory Prepayment Amount to the Borrower.  The procedures described above in this paragraph shall not be applicable in the case of a prepayment in full of all Term Loans.

(c)           All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Lenders in Dollars and in immediately available funds by wire transfer to the bank account designated by the Lenders on its signature page hereto, or such other account designated by such Lender.  Any payment made by the Borrower after 12:00 Noon, New York City time, on any Business Day shall be deemed to have been on the next following Business Day.  If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day.  In the case of any extension of any payment of principal pursuant to the preceding sentence, interest thereon shall be payable at the then applicable rate during such extension.

2.10         Requirements of Law

(a)           If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

(i)            shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.11 and changes in the rate of tax on the overall net income of such Lender);

(ii)           shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender; or

(iii)          shall impose on such Lender any other condition;

and the result of any of the foregoing is to reduce any amount receivable hereunder, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender on an after-tax basis for such increased cost or reduced amount receivable.  If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower of the event by reason of which it has become so entitled.

33

(b)           If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction on an after-tax basis.

(c)           A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower shall be conclusive in the absence of manifest error.  The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.11         Taxes

(a)           All payments made by the Borrower under this Agreement or any other Loan Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on any Lender as a result of a present or former connection between such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Lender’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document).  If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or any Other Taxes are required to be withheld from any amounts payable to any Lender hereunder (or are required to be withheld or paid by any Lender), the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided, however, that the Borrower or any Guarantor shall not be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Lender’s failure to comply with the requirements of paragraph (d) of this Section or (ii) in the case of any Non-U.S. Lender, that are United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph (a).  The Borrower or the applicable Guarantor shall make any required withholding and pay the full amount withheld to the relevant tax authority or other Governmental Authority in accordance with applicable Requirements of Law.

34

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

(c)           Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the relevant Lender a certified copy of an original official receipt received by the Borrower showing payment thereof.  If the Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the relevant Lender the required receipts or other required documentary evidence, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure.

(d)           Each Lender or Participant that is not a citizen or resident of the United States of America, a corporation, partnership or other entity created or organized in or under the laws of the United States of America (or any jurisdiction thereof), or any estate or trust that is subject to federal income taxation regardless of the source of its income (a “Non-U.S. Lender”) shall deliver to the Borrower (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest” a statement substantially in the form of Exhibit F to the effect that such Lender is eligible for a complete exemption from withholding of U.S. taxes under Section 871(h) or 881(c) of the Code and a Form W-8BEN, or any subsequent versions thereof or successors thereto properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by the Borrower under this Agreement and the other Loan Documents.  Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (and in the case of any Participant, on or before the date such Participant purchases the related participation).  In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender.  Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver.

(e)           The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

SECTION 3.  INTENTIONALLY OMITTED

SECTION 4.  REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants on behalf of itself and each of its Subsidiaries that each of the following statements is true as of the date of this Agreement and will be true as of the Closing Date (unless related to a specific date, in which case it shall be true as of such specific date), as if made on and as of the Closing Date, after giving effect to all the transactions contemplated by this Agreement to occur on the Closing Date:

35

4.1           Organization, Standing and Qualification.

(a)           Each of the Borrower and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; has all requisite corporate and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and is duly qualified or licensed to do business as a foreign corporation in good standing in all jurisdictions in which it owns or leases property or in which the conduct of its business requires it so to qualify or be licensed, except where the failure to be so qualified or licensed would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The Borrower has heretofore delivered to ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP complete and correct copies of the Charter Documents of the Borrower and each of its Subsidiaries as currently in effect and has identified on Schedule 4.1(a) all jurisdictions in which the Borrower and each of its Subsidiaries is qualified or licensed to do business as a foreign corporation.

(b)           The Borrower and each Guarantor has all requisite corporate power and authority to enter into and perform all of its obligations under the Loan Documents to which it is a party and to carry out the transactions contemplated hereby and thereby.

(c)           The Borrower has identified on Schedule 4.1(c):

(i)            the name and jurisdiction of incorporation or organization of each of its Subsidiaries; and

(ii)           the percentage of the issued and outstanding Capital Stock and other equity securities (including rights, warrants and options to acquire, and all securities convertible into or exchangeable for, such Capital Stock) of each such Subsidiary owned by the Borrower or any of its Wholly Owned Subsidiaries.

All such shares of Capital Stock and other equity securities have been duly authorized and validly issued and are fully paid and nonassessable and are (or will be, in the case of AskMen and its Subsidiaries) owned by the Borrower and its Wholly Owned Subsidiaries beneficially and of record, free and clear of any Lien except for Permitted Liens.

(d)           No Subsidiary of the Borrower is a party to, or otherwise subject to, any law, restriction or any agreement (other than this Agreement and the agreements listed on Schedule 4.1(d) and customary limitations imposed by the applicable law) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Borrower or any of its Subsidiaries that owns outstanding shares of Capital Stock or similar equity securities of such Subsidiary, except for such restrictions that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.2           Capitalization.

Immediately after the closing of the transactions contemplated hereby, the authorized capital stock of the Borrower shall consist solely of:

(i)            28,000,000 shares of Common Stock, of which (A) 20,824,090 shares will be issued and outstanding, owned of record by the

36

Persons in the respective amounts set forth on Schedule 4.2, (B) 1,125,960 shares of which are reserved for issuance upon conversion of the Series B Preferred Stock, (C) no shares of which are reserved for issuance upon exercise of the Warrant issued pursuant to the Securities Purchase Agreement, and (D) 5,519,168 shares of which are reserved for issuance pursuant to the Equity Incentive Plan; and

(ii)           40,000,000 shares of Preferred Stock, of which (A) 39,922,957 shares will be designated as Series A Preferred Stock, all of which are issued and outstanding, owned of record by the Persons in the respective amounts set forth on Schedule 4.2, (B) 56,298 shares will be designated as Series B Preferred Stock, all of which are issued and outstanding, owned of record by the Persons in the respective amounts set forth on Schedule 4.2, and (C) 20,745 shares will be undesignated preferred stock, none of which are outstanding.

All such shares have been duly authorized and validly issued (or validly reserved for future issuance) and are (or will be, when issued) fully paid and nonassessable.

Except as set forth in Schedule 4.2:

(iii)          there are no outstanding subscriptions, warrants, options, calls or commitments of any character relating to or entitling any Person to purchase or otherwise acquire any Capital Stock or other equity securities of the Borrower or any of its Subsidiaries;

(iv)          there are no obligations or securities convertible into or exchangeable or exercisable for shares of any Capital Stock or other equity securities of the Borrower or any of its Subsidiaries or any commitments of any character relating to or entitling any Person to purchase or otherwise acquire any such obligations or securities; and

(v)           there are no preemptive or similar rights to subscribe for or to purchase any Capital Stock or other equity securities of the Borrower or any of its Subsidiaries;

provided that the representation set forth in clauses (i) through (iii) above, insofar as it relates to any agreements or arrangements to which the Borrower is not a party, is qualified by the Borrower’s knowledge.

Schedule 4.2 identifies:

(vi)          (x) all holders of Capital Stock of the Borrower, and (y) holders of outstanding rights, warrants and options to acquire Capital Stock of the Borrower and all holders of any other obligations or securities

37

convertible into or exchangeable or exercisable for shares of Capital Stock, other than such holders holding less than 5% of the Capital Stock on a fully diluted as-converted basis;

(vii)         the title of the class and series, and amount, of securities held by each of such holders;

(viii)        the number of shares of Common Stock into which the securities held by each of such holders may be exchanged, exercised or converted; and

(ix)           the total number of shares of Common Stock that are reserved for future issuance for any purpose.

4.3           Directors, Owners and Affiliates of the Borrower.

Schedule 4.3 contains (except as noted therein) complete and correct lists:

(i)            of the Affiliates controlled by the Borrower, other than its Subsidiaries; and

(ii)           of the Borrower’s directors and senior officers.

4.4           Authorization of the Loan Documents

The Borrower has taken all actions necessary to authorize it:

(i)            to enter into and perform all of its obligations under each of the Loan Documents and the AskMen Acquisition Documents; and

(ii)           to issue and perform all of its obligations with respect to the Loan,

and to consummate the transactions contemplated hereby and thereby.  Each of the Loan Documents and the AskMen Acquisition Documentation is a valid and legally binding obligation of the Borrower, enforceable against it in accordance with its terms, except for (A) the effect thereon of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the rights of creditors generally and (B) limitations imposed by federal or state law or equitable principles upon the specific enforceability of any of the remedies, covenants or other provisions thereof and upon the availability of injunctive relief or other equitable remedies.

Each of the Guarantors has taken all actions necessary to authorize it:

(iii)          to enter into and perform all of its obligations under this Agreement; and

(iv)          to perform all of its obligations with respect to the Guarantee of the Loan,

38

and to consummate the transactions contemplated hereby and thereby.  This Agreement and the Loan Guarantees constitute valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their respective terms, except for (A) the effect thereon of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the rights of creditors generally and (B) limitations imposed by federal or state law or equitable principles upon the specific enforceability of any of the remedies, covenants or other provisions thereof and upon the availability of injunctive relief or other equitable remedies.

4.5           No Violation.

The execution and delivery of the Loan Documents and the AskMen Acquisition Documents, the incurrence of the Loans, the performance by the Borrower and the Guarantors of their respective obligations under the Loan Documents, the AskMen Acquisition Documents and the AskMen Financing Documents, and the consummation of the transactions contemplated hereby and thereby, will not:

(i)            violate any provision of the Charter Documents of the Borrower or any of its Subsidiaries;

(ii)           violate any statute, law, rule or regulation or any judgment, decree, order, regulation or rule of any court or Governmental Authority to which the Borrower or any of its Subsidiaries or any of their respective assets or properties may be subject, except for such violations as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(iii)          permit or cause the acceleration of the maturity of any Indebtedness or other obligation of the Borrower or any of its Subsidiaries; or

(iv)          violate, or conflict with, or constitute a default under, or permit the termination of, or require the consent of any Person under, or result in the creation of any Lien upon any asset or property of the Borrower or any of its Subsidiaries under any mortgage, indenture, loan agreement, note, debenture or other agreement to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries (or the respective assets or properties of any of them) may be bound, other than such violations, conflicts, defaults, terminations and Liens, or such failures to obtain consents, as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Except as disclosed on Schedule 4.5, all required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any Governmental Authority or other Person required in connection with the transactions contemplated by the Loan

39

Documents, the AskMen Acquisition Documents, and the AskMen Financing Documents have been obtained or made.

4.6           No Defaults

No event has occurred or failed to occur that constitutes with respect to the Borrower or any of its Subsidiaries:

(i)            a default or event of default (or that would constitute a default or event of default with the giving of notice or the passage of time or both) under this Agreement or any other AskMen Financing Document; or

(ii)           an event of default under any other agreement for borrowed money, and

the conditions to the closing of the AskMen Acquisition set forth in the AskMen Acquisition Agreement shall have been satisfied.

4.7           Use of Proceeds

The proceeds of the Term Loans shall be used solely to finance a portion of the AskMen Acquisition and to pay related fees and expenses.

4.8           Outstanding Indebtedness; Liens

The capitalization table on Schedule 4.8 sets forth and identifies in reasonable detail all outstanding short-term and long-term Indebtedness of the Borrower and its Subsidiaries as of the Closing Date (other than under this Agreement and the Senior Notes), including all notes issued by the Borrower to finance the acquisition of real or personal property, prior to and after giving effect to the AskMen Acquisition and the other transactions contemplated by this Agreement.  Schedule 4.8 includes the names of the holders, principal amounts, required interest payments and maturity dates of all such Indebtedness and specifies all Indebtedness which is in any way subordinated to the Indebtedness represented by the Notes.  Set forth on Schedule 4.8 is a list and description of all existing Liens, other than Permitted Liens, on the property of the Borrower and the Guarantors as of the Closing Date.

As of the Closing Date and after giving effect to the transactions contemplated hereby to occur on the Closing Date (including the AskMen Acquisition), the Borrower shall have total Funded Indebtedness (excluding accounts payable and accrued expenses) on a consolidated basis not in excess of $49,950,000.

4.9           Financial Statements; Projections; No Undisclosed Liabilities

(a)           The Borrower has delivered to each Lender copies of the financial statements of the Borrower and its Subsidiaries listed on Schedule 4.9(a).  All such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Borrower and its Subsidiaries as of the

40

respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject to the normal year-end adjustments and the absence of footnotes in the case of the unaudited financial statements).

(b)           The Borrower has delivered to each Lender copies of the financial projections listed on Schedule 4.9(b) (the “Projections”).  All of those financial projections were prepared by the Borrower in good faith based upon reasonable assumptions.  It is understood and agreed that the Projections are estimates and not a guarantee of actual results.

(c)           Except as set forth on Schedule 4.9(c), neither the Borrower nor any of its Subsidiaries has any liability (absolute or contingent) except:

(i)            those shown on the most recent balance sheets described in Section 4.9(a) hereof;

(ii)           those incurred in the ordinary course of business since the date of such balance sheets;

(iii)          those incurred under the Loan Documents and the AskMen Acquisition Documents; and

(iv)          those that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.10         No Material Adverse Change

Since December 31, 2004, no event, condition, occurrence or development has occurred that has had, either individually or in the aggregate, a Material Adverse Effect, on the Borrower and its Subsidiaries taken as a whole, and no event, condition, occurrence or development has occurred that would, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Borrower and its Subsidiaries taken as a whole.

4.11         Litigation

Except as set forth on Schedule 4.11, there is no action, proceeding or investigation commenced or, to the Borrower’s knowledge, threatened, against or affecting the Borrower or any of its Subsidiaries in any court or before any governmental or quasi-Governmental Authority or arbitration board or tribunal, foreign or domestic, except for such actions which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and there is no such action seeking to restrain, enjoin, prevent the consummation of or otherwise challenge any of the Loan Documents, the AskMen Acquisition Documents, or the consummation of any of the other transactions contemplated hereby or thereby.

41

Neither the Borrower nor any of its Subsidiaries is subject to any judgment, order, decree, rule or regulation of any court, Governmental Authority or arbitration board or tribunal that has had or that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.12         Title to and Condition of Properties

Except for Permitted Liens, each of the Borrower and its Subsidiaries has good and marketable title to all the real properties and other material assets (tangible or intangible) it purports to own, free and clear of all Liens.

All leases and other material agreements to which the Borrower or any of its Subsidiaries is a party are valid and binding and in full force and effect, no default has occurred or is continuing thereunder and no consent need be obtained (other than consents that have been or will be obtained prior to the closing of the transactions contemplated hereby) from any Person in respect of any such lease or agreement in connection with the transactions contemplated by the AskMen Acquisition Documents or the Loan Documents, except such as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Each of the Borrower and its Subsidiaries enjoys peaceful and undisturbed possession under all leases to which it is a party as lessee, except for such leases that, both singly and in the aggregate, are immaterial to the business of the Borrower and its Subsidiaries taken as a whole.

Except for such assets, plants and facilities as are immaterial in the aggregate to the business of the Borrower and its Subsidiaries taken as a whole, all tangible assets, plants and facilities of each of the Borrower and its Subsidiaries are in good condition and repair and are adequate, in the reasonable opinion of the Borrower, for the uses to which they are being put or would be put in the ordinary course of business.

4.13         Environmental Compliance

(a)           Except as disclosed on Schedule 4.13 and except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:

(i)            each of the Borrower and its Subsidiaries:

(A)          is in compliance with the provisions of all Environmental Laws relating to its business, properties and assets, including to the Real Property owned, leased or operated by any of them or the ownership, use, control, management, operation or occupancy thereof; and

(B)           possesses all Environmental Permits that may be necessary for such ownership, use, control, management, operation or occupancy as may otherwise be necessary for the operation of its business;

(ii)           none of the Borrower or any of its Subsidiaries has violated any provision of any applicable Environmental Laws; and

42

(iii)          none of the Borrower or any of its Subsidiaries has any liability, absolute or contingent, under any Environmental Law, including, any liability related to the “release” (as defined in CERCLA) of, or any containment caused by, any Hazardous Materials.

(b)           To the knowledge of the Borrower, there have been no discharges, emissions, or releases of Hazardous Material on, upon, under, into or from any Real Property, or any real property owned, leased or operated by any predecessor in interest of the Borrower and any of its Subsidiaries.

(c)           To the knowledge of the Borrower, no current or former Real Property of the Borrower or any of its Subsidiaries or any current or former Real Property of any predecessor in interest of the Borrower or any of its Subsidiaries is listed or proposed for listing on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as promulgated under CERCLA, or any comparable state list, and none of the Borrower or any of its Subsidiaries has received any written notification of potential or actual liability, or any written request for information, with respect to any current or former Real Property of the Borrower or any of its Subsidiaries pursuant to CERCLA or any comparable state or local Environmental Laws.

4.14         Intellectual Property

Except as disclosed in Schedule 4.14 and except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the Borrower’s knowledge:

(i)            the Borrower and its Subsidiaries own, possess or license all right, title and interest in and to all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks, trade dress, trade secrets, know-how, computer software, data source code, object code and documentation thereof, trade names, domain names and corporate names and registrations or rights thereto (“Intellectual Property Rights”), that are required to conduct its business as currently being conducted and as proposed to be conducted in the future, free and clear of all Liens and of claims of others;

(ii)           there have been no claims made or threatened against the Borrower or any of its Subsidiaries asserting the invalidity, misuse or unenforceability of any of the Intellectual Property Rights owned, possessed or licensed by them, and no product of the Borrower or any of its Subsidiaries infringes, in any material respect, any license, permit, franchise, authorization, patent, copyright, service ▇▇▇▇, trademark, trade name or other right owned by any other Person; and

43

(iii)          the Borrower and its Subsidiaries have taken all necessary actions to maintain the Intellectual Property Rights that they own, possess and license, and there is no material violation by any Person of any right of the Borrower or any of its Subsidiaries with respect to Intellectual Property Rights owned, possessed, licensed or used by the Borrower or any of its Subsidiaries.

4.15         Taxes

Except as would not, individually or in the aggregate, have a Material Adverse Effect on the liability of Borrower or its Subsidiaries for taxes:

(i)            all tax returns required to be filed by the Borrower or any of its Subsidiaries in any jurisdiction (including foreign jurisdictions) have been timely filed, and all such tax returns are true, correct and are complete;

(ii)           all taxes, assessments, fees and other charges due from the Borrower or any of its Subsidiaries that are due and payable have been paid other than any taxes being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and for which adequate reserves or other appropriate provisions have been made in accordance with GAAP;

(iii)          the Borrower knows of no actual or proposed material additional tax assessments for any fiscal period against the Borrower or any of its Subsidiaries;

(iv)          none of the Borrower’s or any of its Subsidiaries’ tax returns are under audit, and no waivers of the statute of limitations or extensions of time with respect to any tax returns have been granted by the Borrower or any of its Subsidiaries;

(v)           neither the Borrower nor any of its Subsidiaries has received written notice from any governmental agency in a jurisdiction in which such entity does not file a tax return stating that such entity is or may be subject to taxation by that jurisdiction; and

(vi)          the charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of federal, state or other taxes for all fiscal periods are adequate in accordance with GAAP.

The Borrower is not a United States real property holding corporation as defined in Section 897(c)(2) of the Internal Revenue Code.

44

4.16         ERISA

(a)           Schedule 4.16(a) contains a complete list of Plans.  Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the Closing Date with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code.  No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period.  The sum of the present value of all accumulated benefits under all Single Employer Plans (based on the assumptions used to fund such plans) did not, as reflected in the last annual actuarial valuation report issued prior to the Closing Date, exceed the aggregate market value of the assets of such plans.  Except as would not reasonably be expected to have a Material Adverse Effect, (x) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in any liability under ERISA, and (y) neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any Commonly Controlled Entity was to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the Closing Date.  No such Multiemployer Plan is in Reorganization or is Insolvent.

(b)           Except as listed on Schedule 4.16(b) or as required under Part 6 of Title I of ERISA and Section 4980B of the Code or other comparable state or local law, neither the Borrower nor any Commonly Controlled Entity has an obligation to make any payment to, or with respect to, any former employee of the Borrower or any Commonly Controlled Entity pursuant to Plans which are “employee welfare benefits plans” (as defined in Section 3(1) of ERISA).

4.17         Material Contracts

All Material Contracts are set forth in Schedule 4.17.

4.18         Compliance with Laws; Charter Documents; Material Contracts

Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, neither of the Borrower nor any of its Subsidiaries is in violation of any statutes, laws, ordinances, or governmental rules or regulations or any judgment, order or decree (federal, state, local or foreign) to which any of them or any of their respective assets or properties is subject or has failed to obtain any licenses, permits, franchises or other governmental authorizations necessary to the ownership or operation of their respective properties or the conduct of their respective businesses.

Additionally, neither the Borrower nor any of its Subsidiaries is in conflict with, or breach or violation of, their respective Charter Documents, and except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries is in breach or violation of, or default under, any Material Contract.

45

4.19         Labor Relations

Neither the Borrower nor any of its Subsidiaries is, to the knowledge of the Borrower, engaged in any unfair labor practice.  Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is:

(i)            no unfair labor practice complaint pending or to the best knowledge of the Borrower threatened against the Borrower or any of its Subsidiaries before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is so pending or known to be threatened;

(ii)           no strike, labor dispute, slowdown or stoppage pending or to the best knowledge of the Borrower threatened against the Borrower or any of its Subsidiaries; and

(iii)          no union representation question existing with respect to the employees of the Borrower or any of its Subsidiaries and no union organizing activities are taking place.

4.20         No Violation of Regulations of Board of Governors of Federal Reserve System

None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Notes) will violate or result in a violation of Section 7 of the Exchange Act or any regulation issued pursuant thereto or, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System.

4.21         Governmental Regulations

Neither the Borrower nor any of its Subsidiaries is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Borrower Act of 1935, as amended, the Federal Power Act, the Interstate Commerce Act or to any federal or state statute or regulation limiting its ability to incur indebtedness for borrowed money.

4.22         Solvency

The Borrower and its Subsidiaries are, and after giving effect to the Acquisition and the incurrence of all Indebtedness and obligations being incurred in connection herewith and therewith will be and will continue to be, Solvent.

4.23         Full Disclosure

None of the Loan Documents, any document attached hereto or thereto or contemplated hereby or thereby, or furnished by or on behalf of the Borrower to any of the Lenders in connection with the Loan (other than the Projections, the standard for disclosure of which is set forth in Section 4.9(b)), contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.  There is no fact known to the

46

Borrower that has not been disclosed to each Lender that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  In addition, to the best knowledge of the Borrower, there is not currently any statute, regulation, rule or requirement that would have, either individually or in the aggregate, a Material Adverse Effect on the ability of the Borrower and its Subsidiaries to conduct their respective businesses as currently conducted.

4.24         Survival of Representations and Warranties

All statements contained in any certificate or other document delivered to any Lender by or on behalf of the Borrower (a) at the closing of the transactions contemplated hereby, pursuant to the terms of this Agreement, and (b) after the closing of the transactions contemplated hereby, pursuant to Section 6.2, shall be deemed to constitute representations and warranties under this Agreement with the same force and effect as the representations and warranties expressly set forth herein.  All of the Borrower’s representations and warranties thereunder and hereunder shall survive the execution and delivery of the same, any investigation by any Lender and the Loan.

4.25         Security Documents

(a)           The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof.  In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent (and, in the case of shares of AskMen, when the hypothec has been executed and delivered and registration effected in Canada), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.25(a)-1 (which financing statements may be filed by the Administrative Agent acting at the direction of the Majority Lenders) at any time and such other filings and actions as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed (all of which filings may be filed by the Administrative Agent acting at the direction of the Majority Lenders) at any time, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, Permitted Liens).  Schedule 4.25(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date.  Schedule 4.25(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, signed by the relevant secured party, in respect of each such UCC Financing Statement.

4.26         Real Property

Except as set forth on Schedule 4.26, neither the Borrower nor any of its Subsidiaries has any interest in any real property.

47

SECTION 5.  CONDITIONS PRECEDENT

5.1           Conditions to Initial Extension of Credit.  The obligation of each Lender to make the extension of credit requested to be made by it hereunder is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:

5.2           Representations and Warranties True; No Event of Default

The representations and warranties of the Borrower contained in Section 4 shall be true at and as of the Closing Date (unless related to a specific date, in which case it shall be true as of such specific date), after giving effect to the transactions contemplated by this Agreement to occur on that date, as if made on and as of that date.

5.3           Compliance with this Agreement

The Borrower shall have performed and complied in all material respects with all agreements, covenants and conditions contained in the Loan Documents or any other document contemplated hereby or thereby to be performed or complied with by the Borrower on or before the Closing Date.  Neither the Borrower nor any of its Subsidiaries shall have entered into any transaction since the date of this Agreement that would have been prohibited by any section hereof had such section applied since such date.

5.4           AskMen Acquisition

All of the AskMen Acquisition Documents shall have been completed on terms reasonably satisfactory to each Lender including those pertaining to representations, warranties, indemnification rights, and any tax elections by the Borrower in connection with the AskMen Acquisition.  Fully executed copies of all of the AskMen Acquisition Documents shall have been delivered to each Lender simultaneously with the closing of the transactions contemplated hereby.  The AskMen Acquisition shall be consummated concurrently with the closing of the transactions contemplated hereby and on the terms contemplated by the AskMen Acquisition Documents, and all conditions precedent to such consummation shall have been satisfied or, with each Lender’s consent, waived.  The purchase price for AskMen shall not exceed $13,500,000 .

5.5           Closing Date Certificates

(a)           Officer’s Certificate.  Each Lender and the Administrative Agent shall have received a certificate dated the Closing Date and signed by each of (i) the Chief Executive Officer of the Borrower and (ii) the Chief Financial Officer or Controller of the Borrower, certifying that the conditions set forth in Sections 5.2, 5.3, 5.4, 5.8, 5.9(b), 5.10, 5.12 and 5.19 have been satisfied on and as of such date and further certifying as to such other matters as any Lender may request in the exercise of its reasonable discretion.

(b)           Secretary’s Certificate.  Each Lender and the Administrative Agent shall have received a certificate, dated the Closing Date and signed by the Secretary of the Borrower and each Guarantor (other than Two Cents, Inc.), certifying as to (i) the board resolutions and Charter Documents attached thereto, (ii) the incumbency of the Borrower’s or Guarantors’, as

48

applicable, officers executing the Loan Documents, and (iii) all other corporate proceedings relating to the authorization, execution and delivery of the Loans and the Loan Documents.

5.6           Opinion of Counsel

Each Lender and the Administrative Agent shall have received opinions, dated the Closing Date and addressed to it, from Fenwick & West, United States counsel for the Borrower, and Fasken ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Quebec counsel to the Borrower, each in form and substance reasonably satisfactory to such Lenders, as to the matters set forth on Exhibit G.

5.7           Intentionally Omitted

5.8           Sources and Uses of Funds

Schedule 5.8 sets forth a statement of the sources and uses of funds from the Loan and the other transactions being undertaken by the Borrower concurrently herewith including the AskMen Acquisition.

5.9           Financial Statements

To the best of the Company’s knowledge, (a) for the 12-month period ended December 31, 2004, the unaudited Consolidated EBITDA of AskMen and its Subsidiaries shall be no less than $1.0 million, and (b) for the 12-month period ended March 31, 2005, the Consolidated EBITDA of the Borrower and its Subsidiaries shall be no less than $13.9 million.  For the 12-month period ended December 31, 2004, the Consolidated EBITDA of the Borrower and its Subsidiaries shall be no less than $11.6 million.  On a pro forma basis after giving effect to the transactions contemplated hereby as if such transactions occurred on March 31, 2005, the aggregate cash on the Borrower’s balance sheet shall be at least $5 million.

5.10         Assets and Liabilities

Since December 31, 2004, there shall have been (a) no material increase in the liabilities, contingent or otherwise, of the Borrower and AskMen taken as a whole (other than in the ordinary course of business consistent with past practice), and (b) no material decrease in the assets of the Borrower and AskMen taken as a whole.

5.11         Proceedings Satisfactory

All proceedings taken in connection with the transactions contemplated by the Loan Documents, and all documents and papers relating thereto, shall be reasonably satisfactory to each Lender.  Each Lender and its counsel shall have received copies of such documents and papers as such Lender or they may reasonably request in connection therewith, or as a basis for their opinions, all in form and substance reasonably satisfactory to each Lender.

5.12         Consents and Permits

Each Loan Party shall have obtained all consents, approvals and authorizations and sent or made all notices, filings, registrations and qualifications required to be obtained, sent

49

or made in connection with the AskMen Acquisition and the transactions contemplated by the Loan Documents (including the AskMen Financing Documents), except where the failure to obtain, send, or make the same would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  There shall have expired all applicable waiting periods without any action having been taken or threatened by any competent authority that could restrain, prevent or otherwise impose material adverse conditions on the AskMen Acquisition or any of the other or the transactions contemplated by this Agreement.

5.13         Solvency Certificate

Each Lender shall have received a solvency certification for each Loan Party prepared and executed by the Chief Financial Officer or Controller of such Loan Party in the form attached hereto as Exhibit H.

5.14         Loan Documents

The Borrower and each Guarantor shall have duly executed and delivered and caused their respective Subsidiaries party thereto to duly execute and deliver to such Lender:

(a)           this Agreement; and

(b)           the Security Documents.

5.15         Security

The Security Documents shall have been duly executed and delivered by the respective parties thereto and there shall have been delivered to the Collateral Agent with respect to such Security Documents:

(c)           certificates representing all Pledged Securities (as defined in the Guarantee and Collateral Agreement), together with executed and undated stock powers and/or assignments in blank;

(d)           instruments representing all intercompany Indebtedness that would be required to be evidenced by a demand promissory note if incurred after the Closing Date, together with executed and undated instruments of assignment in blank;

(e)           certificate of insurance required pursuant to Section 5.3(b) of the Guarantee and Collateral Agreement;

(f)            appropriate financing statements or comparable documents of, and executed by, the appropriate entities in proper form for filing under the provisions of the UCC and applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, in the Collateral Agent’s sole discretion, to grant to the Secured Parties a perfected priority Lien on such Collateral superior to and

50

prior to the rights of all third persons other than the holders of Permitted Liens;

(g)           UCC, judgment and tax lien search reports listing all effective financing statements or comparable documents which name the Borrower or any Guarantor as debtor and which are filed in those jurisdictions in which any of such Collateral is located and the jurisdictions in which the Borrower’s or any Guarantor’s principal place of business is located in the United States, together with copies of such existing financing statements, none of which shall encumber such Collateral covered or intended or purported to be covered by the Security Documents other than Permitted Liens;

(h)           evidence of the completion of all filings of each such Security Document, including with the United States Patent and Trademark Office and the United States Copyright Office, and delivery, recordation and filing, if necessary, of such other security and other documents, including UCC-3 termination statements with respect to UCC filings that do not constitute Permitted Liens, as may be necessary or, in the reasonable opinion of the Collateral Agent (acting at the direction of the Majority Lenders), desirable to perfect the Liens created, or purported or intended to be created, by such Security Documents; and

(i)            evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent (acting at the direction of the Majority Lenders), desirable to perfect the security interest created by the Security Documents have been taken.

5.16         Payment of Fees and Expenses

The Borrower shall have paid all of the accrued fees and expenses (entitled to be paid hereunder) of each Lender for which invoices have been submitted at least one Business Day prior to the closing of the transactions contemplated hereby.

5.17         No New Information

No Lender shall have become aware of any information or other matter affecting the Borrower, any of its Subsidiaries or the AskMen Acquisition that in its judgment is inconsistent in a material and adverse manner with the information disclosed to such Lender prior to the date hereof, taken as a whole.

5.18         No Material Adverse Change

At and as of the Closing Date, there shall have been:

(j)            since December 31, 2004, no material adverse change and no event, condition, occurrence or development that, individually or in the aggregate, could reasonably be expected to result in a material adverse change, in:

51

(i)            the business, results of operations, cash flows, property, assets, liabilities, condition (financial or otherwise), management or prospects of the Borrower and AskMen and their respective Subsidiaries taken as a whole,

(ii)           the industry of the Borrower or AskMen,

(iii)          the projections of the Borrower and its Subsidiaries (including after the AskMen Acquisition) or the assumptions underlying such projections as delivered to the Lender, and

(k)           no litigation, investigation or other proceeding pending or threatened that, (i) if adversely determined, could reasonably be expected to result in material adverse impact on the Borrower, AskMen and their respective Subsidiaries taken as a whole, or their respective businesses, or the ability of any of them to repay the Loans or otherwise perform any of their respective obligations under the AskMen Acquisition Documents (including the AskMen Financing Documents), or (ii) challenges or purports to challenge any of the transactions contemplated by this Agreement or the AskMen Acquisition Documents or on any of the rights or remedies of the Lender under the Loan Documents or the AskMen Financing Documents.

5.19         Disbursement Instructions

The Lenders shall have received written instructions from the Borrower to the Lenders directing the proceeds of the Loans to be made on the Closing Date.

5.20         Other Assurances

The Borrower shall have delivered to the Lenders such other and further certificates, assurances and documents as the Lenders or their respective counsel may have reasonably requested in order to evidence the accuracy of the representations and warranties thereof, the performance of the covenants and agreements to be performed at or prior to the closing of the transactions contemplated hereby, and the fulfillment of the conditions to the Lenders’ obligations.

SECTION 6.  AFFIRMATIVE COVENANTS

So long as any Loan or other amount is owing to any Lender hereunder, the Borrower covenants to the Lenders as follows:

6.1           Payment of Obligations

The Borrower will pay or cause to be paid at or before maturity or before they become delinquent, as the case may be, the Loans.

52

6.2           Delivery of Financial and Other Statements and Reports

(a)           The Borrower will deliver to each Lender the following:

(i)            Monthly Financial Statements.  As soon as available, but in any event not later than 30 days after the last day of each month (except for the last month of each fiscal quarter), a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such month and related consolidated statements of operations and cash flows, of the Borrower and its Subsidiaries for such month and for the portion of the fiscal year through the end of such month, together with related consolidating statements for such periods (provided that such consolidating statements are being prepared for the Borrower’s management or other creditors), all in reasonable detail and prepared in accordance with GAAP consistently applied, and accompanied by a comparison of current month and year-to-date results as reported in such consolidated statements to (A) results for the corresponding periods of the prior fiscal year and (B) results projected for such periods in the budget and business plans delivered to Lenders pursuant to Section 6.2(a)(iv) at the commencement of the then current fiscal year;

(ii)           Quarterly Financial Statements.  As soon as available, but in any event not later than 45 days after the last day of each fiscal quarter (except for the last fiscal quarter of each fiscal year), a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and related consolidated statements of operations, stockholders’ equity and cash flows, of the Borrower and its Subsidiaries for such quarter and for the portion of the fiscal year through the end of such quarter, together with related consolidating statements for such periods (provided that such consolidating statements are being prepared for the Borrower’s management or other creditors), all in reasonable detail and prepared in accordance with GAAP consistently applied, and accompanied by a comparison of current quarter and year-to-date results as reported in such consolidated statements to (A) results for the corresponding periods of the prior fiscal year and (B) results projected for such periods in the budget and business plans delivered to Agents and Lenders pursuant to Section 6.2(a)(iv) at the commencement of the then current fiscal year;

(iii)          Annual Financial Statements.  As soon as available, but in any event not later than 90 days after the close of each fiscal year, an audited consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such fiscal year, and related audited consolidated statements of operations, cash flows and changes in stockholders’ equity of the Borrower and its Subsidiaries for such fiscal year, reported on (without any material qualification arising from the scope of the audit or with respect to the continuance of

53

the Borrower and its Subsidiaries as going concerns) by a nationally recognized firm of independent certified public accountants and prepared in accordance with GAAP consistently applied;

(iv)          Budgets.  As soon as available, but in any event not later than 60 days after the first day of each fiscal year, a reasonably detailed consolidated monthly budget for the Borrower and its Subsidiaries for the immediately forthcoming fiscal year, which plan shall have been approved by the Borrower’s board of directors;

(v)           Auditor Reports.  Promptly upon receipt thereof (unless restricted by applicable professional standards), copies of all material reports submitted to the Borrower by independent certified public accountants in connection with each annual, interim or special audit of the financial statements of the Borrower and its Subsidiaries made by such accountants, including any comment letter submitted by such accountants to management in connection with their annual audit;

(vi)          Information Provided to Other Securityholders. Concurrently with the provision of the same to or by the holders of Senior Subordinated Notes, Common Stock, Series A Preferred Stock or Series B Preferred Stock copies of any financial or other report or notice delivered to, or received from, any such holders, in each case as a class;  and

(vii)         Other Information.  On an as requested basis, any other information reasonably requested by any Agent or any Lender.

(b)           Compliance Certificates.  The Borrower will deliver to each Agent and to each Lender, together (in the case of the Lenders) with the financial statements under Section 6.2(a)(ii), within 45 days after the end of each fiscal quarter, a Compliance Certificate stating that a review of the activities of the Borrower and its Subsidiaries during the preceding fiscal quarter has been made under the supervision of the signing officers with a view to determining whether the Borrower has kept, observed, performed and fulfilled its obligations under this Agreement, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Borrower has kept, observed, performed and fulfilled each and every covenant contained in this Agreement and is not in Default in the performance or observance of any of the terms, provisions and conditions of this Agreement (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Borrower is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, or interest and premium, if any, on the Loans is prohibited or if such event has occurred, a description of the event and what action the Borrower is taking or proposes to take with respect thereto.

54

(c)           Accountant Letters.  So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 6.2(iii) will be accompanied by a written statement of the Borrower’s independent public accountants (who shall be a firm of established national reputation or otherwise approved by the Majority Lenders) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would cause them to believe that any Default or Event of Default has occurred or, if any such Default or Event of Default has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default.

(d)           Notice of Defaults.  So long as any of the Loans are outstanding, the Borrower will deliver to each Agent and to each Lender, forthwith upon any officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Borrower is taking or proposes to take with respect thereto.

6.3           Taxes

The Borrower will timely pay, and will cause each of its Subsidiaries to timely pay, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Agents or to the Lenders.

6.4           Insurance

The Borrower will maintain liability, casualty, business continuity and other insurance with a reputable insurer or insurers in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets.

6.5           Corporate Existence

The Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate or other entity existence of each of its Subsidiaries in accordance with the respective organizational documents of each of them and the corporate or other entity rights (charter and statutory), licenses and franchises of the Borrower and its Subsidiaries; provided, however, that with respect to any Subsidiary of the Borrower, the Borrower will not be required to preserve any such right, license or franchise, or corporate or other entity existence, if the board of directors of the Borrower determines that the preservation thereof is no longer desirable in the conduct of the business of the Borrower and its Subsidiaries taken as a whole and that the loss thereof is not adverse in any material respect to any Agent or to any Lender.

6.6           Books and Records

The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account, in which full and materially correct entries shall be made in accordance

55

with GAAP of all financial transactions and the assets and business of Borrower and each of its Subsidiaries.

6.7           Compliance with Laws

The Borrower will, and will cause each of its Subsidiaries to, comply with all statutes, ordinances, governmental rules and regulations, judgments, orders and decrees (including all Environmental Laws and Environmental Permits) to which any of them is subject, and obtain and keep in effect all licenses, permits (including Environmental Permits), franchises and other governmental authorizations necessary to the ownership or operation of their respective properties or the conduct of their respective businesses, except to the extent that the failure to so comply or obtain and keep in effect would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.8           Use of Proceeds

The Borrower will apply the proceeds of the Loans only for purposes specified in Section 4.7.

6.9           Mandatory Prepayments with Excess Cash and Net Financing Proceeds

Within 30 days of the receipt of any Net Financing Proceeds, and within 90 days of the end of each fiscal year in which the Borrower generated Excess Cash Flow, the Borrower will make mandatory prepayments of the Aggregate Required Prepayment Amount as follows:

(a)           to the Term Loans, subject to Section 2.9, in an amount equal to the Term Loans’ applicable First Lien Percentage of the Aggregate Required Prepayment Amount; and

(b)           to each other Series of First Lien Debt, in an amount equal to each Series of First Lien Debt’s applicable First Lien Percentage of the Aggregate Required Prepayment Amount;

provided, that if a Series of First Lien Debt requires the Borrower to make an offer to purchase, redeem or prepay such Series of First Lien Debt with such Net Financing Proceeds or Excess Cash Flow, then in lieu of making a mandatory prepayment of such First Lien Debt pursuant to clause (b) above, the Borrower shall use such Series of First Lien Debt’s First Lien Percentage of such Net Financing Proceeds or Excess Cash Flow to make such offer concurrent with the mandatory prepayment of the Aggregate Required Prepayment Amount payable to any other Series.  For the avoidance of doubt, the Borrower will prepay Term Loans pursuant to this Section 6.9 only with the Term Loan’s First Lien Percentage of any Net Financing Proceeds and Excess Cash Flow applied as set forth above.

Any mandatory prepayment of Term Loans will be made by paying to the Lenders an amount equal to the principal amount of such Terms Loans prepaid plus accrued and unpaid interest to the date of prepayment, and will be payable in cash.  If any Net Financing Proceeds or Excess Cash Flow remains after prepayment of the Term Loans and other Series of First Lien Debt, the Borrower may use such Net Financing Proceeds or Excess Cash Flow for any purpose not otherwise prohibited by this Agreement.

56

6.10         Additional Collateral, etc.

(a)           With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (i) any Property described in Section 6.10(b) or Section 6.10(c) and (ii) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, the Borrower shall promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as may be required under any applicable law or as the Administrative Agent deems necessary or advisable (acting at the direction of the Majority Lenders) to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property subject only to Permitted Liens, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent (acting at the direction of the Majority Lenders).

(b)           With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by the Borrower or any of its Subsidiaries, the Borrower shall promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as may be required under any applicable law or as the Administrative Agent deems necessary or advisable (acting at the direction of the Majority Lenders) to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Offices, the execution and delivery by all necessary persons of control agreements, and the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent (acting at the direction of the Majority Lenders), and (iv) if requested by the Administrative Agent (acting at the direction of the Majority Lenders), deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent (acting at the direction of the Majority Lenders).

(c)           With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any Excluded Foreign Subsidiaries), the Borrower shall promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as may be required under any applicable law or as the Administrative Agent deems necessary or

57

advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries (other than any Excluded Foreign Subsidiaries), (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

(d)           Notwithstanding anything to the contrary in this Section 6.10, paragraphs (a), (b), (c) and (e) of this Section 6.10 shall not apply to any Property, new Subsidiary or new Excluded Foreign Subsidiary created or acquired after the Closing Date, as applicable, as to which the Administrative Agent has determined in its sole discretion (acting at the direction of the Majority Lenders) that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein.

(e)           With respect to any fee interest (or leasehold interest, to the extent such leasehold is created under a triple net ground lease or similar transaction) in any real property having a value (together with improvements thereof) of at least $100,000 (the “Mortgaged Property”) acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real property owned by an Excluded Foreign Subsidiary), the Borrower shall promptly (i) execute and deliver a first priority Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent (acting at the direction of the Majority Lenders), provide the Secure Parties with (A) title and extended coverage insurance, complying with the provisions of Section 6.10(f), covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent acting at the direction of the Majority Lenders) as well as a current ALTA survey thereof complying with the provisions of Section 6.10(g) together with a surveyor’s certificate, (B) flood insurance complying with the provisions of Section 6.10(h) and (C) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent (acting at the direction of the Majority Lenders) in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent (acting at the direction of the Majority Lenders), deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent (acting at the direction of the Majority Lenders).

(f)            If requested by the Administrative Agent pursuant to Section 6.10(e), the Administrative Agent shall receive in respect of each Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance.  Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on, and

58

security interest in, such Mortgaged Property free and clear of all defects and encumbrances, except for Permitted Liens disclosed therein; (D) name the Administrative Agent for the benefit of the Secured Parties as the insured thereunder; (E) be in the form of ALTA Loan Policy – 1970 form B (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request in form and substance acceptable to the Administrative Agent (in each case, acting at the direction of the Majority Lenders), including (to the extent applicable with respect to such Mortgaged Property and available in the jurisdiction in which such Mortgaged Property is located), the following: variable rate endorsement; survey endorsement; comprehensive endorsement; zoning (ALTA 3.1 with parking added) endorsement; first loss, last dollar and tie-in endorsement; access coverage; separate tax parcel coverage; contiguity coverage; usury; closing business; subdivision; environmental protection lien; CLTA 119.2 and CLTA 119.3 (for leased Real Estate, only); and such other endorsements as the Administrative Agent shall reasonably require (acting at the direction of the Majority Lenders) in order to provide insurance against specific risks identified by the Administrative Agent (acting at the direction of the Majority Lenders) in connection with such Mortgaged Property, and (G) be issued by title companies satisfactory to the Administrative Agent acting at the direction of the Majority Lenders (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent acting at the direction of the Majority Lenders).  Also, the Administrative Agent shall receive (i) evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid and (ii) a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to above and a copy of all other material documents affecting the mortgaged properties.

(g)           If requested by the Administrative Agent pursuant to Section 6.10(e), the Administrative Agent shall receive, and the title insurance company issuing the policy referred to in Section 6.10(e) (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them (in the case of the Administrative Agent, acting at the direction of the Majority Lenders), dated not more than 30 days prior to the acquisition of an interest in such property unless the Title Insurance Company has agreed to delete its survey disclosure exception on the basis of an earlier survey and such survey is, in any event, dated not more than 2 years prior to such date by an independent professional licensed land surveyor satisfactory to the Administrative Agent (acting at the direction of the Majority Lenders) and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1997 or 1999 and meeting the accuracy requirements as defined therein, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following:  each survey shall (A) be a current “as-built” survey showing the location of any adjoining streets (including their widths and any pavement or other improvements), easements (including the recorded information with respect to all recorded instruments), the mean high water base line or other legal boundary lines of any adjoining bodies of water, fences, zoning or restriction setback lines, rights-of-way, utility lines to the points of connection and any encroachments; (B) locate all means of ingress and egress, certifying the amount of acreage and square footage, indicate the address of the property, contain the legal description of the property, and also contain a location sketch of the property;

59

(C) show the location of all improvements as constructed on the property, all of which shall be within the boundary lines of the property and conform to all applicable zoning ordinances, set-back lines and restrictions and the surveyor shall certify compliance with the foregoing; (D) indicate the location of any improvements on the property with the dimensions in relations to the lot and building lines; (E) show measured distances from the improvements to be set back and specified distances from street or property lines in the event that deed restrictions, recorded plats or zoning ordinances require same; (F) designate all courses and distances referred to in the legal description, and indicate the names of all adjoining owners on all sides of the property, to the extent available; and (G) indicate the flood zone designation, if any, in which the property is located.  The legal description of the applicable property shall be shown on the face of each survey, and the same shall conform to the legal description contained in the title policy described below.

(h)           If requested by the Administrative Agent pursuant to Section 6.10(e), the Administrative Agent shall receive, (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by any Mortgage (2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (3) has a term ending not later than the maturity of the indebtedness secured by such Mortgage or that may be extended to such maturity date and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board.

6.11         Security Interests

The Borrower, each Guarantor and each of their respective Domestic Subsidiaries will perform any and all acts and execute any and all documents (including, the execution, amendment or supplementation of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent a valid and perfected Lien on the Collateral and any additional Collateral, subject to no Liens except for Permitted Liens.  Upon request of the Administrative Agent (acting at the direction of the Majority Lenders), the Borrower shall, as promptly as practicable after the filing of any financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or desirable to perfect the Lien created, or purported or intended to be created, by each Security Document.

6.12         Post-Closing Covenants

Within 5 Business Days of any merger, amalgamation or other combination of Acquisition Co. and AskMen, the Borrower shall cause a legal opinion to be delivered to the Lenders and the Collateral Agent in form and substance substantially similar to the legal opinion from Canadian counsel delivered pursuant to Section 5.6 hereof.

Within 5 Business Days of the Closing Date, the Borrower shall cause a certificate dated such date showing the amount and types of insurance coverage as of such date as required by Section 5.3(b) of the Guarantee and Collateral Agreement.

SECTION 7.  NEGATIVE COVENANTS

So long as any Loan or other amount is owing to any Lender hereunder, the Borrower hereby covenants to the Lenders as follows:

60

7.1           Incurrence of Indebtedness and Issuance of Preferred Stock

(a)           The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, Guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Borrower will not issue any Disqualified Stock and will not permit any of its Subsidiaries to issue any shares of preferred stock.

(b)           The provisions of Section 7.1(a) hereof will not prohibit the incurrence of, or prohibit the Borrower and its Subsidiaries from remaining liable with respect to, any of the following items of Indebtedness (collectively, “Permitted Debt”):

(i)            Existing Debt;

(ii)           the incurrence by the Borrower of Indebtedness represented by the Loan pursuant to this Agreement;

(iii)          the incurrence by the Borrower of Indebtedness represented by the Senior Subordinated Notes pursuant to the Securities Purchase Agreement;

(iv)          the incurrence by the Borrower of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness that is described in Section 7.1(b)(ii) and Section 7.1(b)(iv);

(v)           the incurrence by the Borrower or any of its Subsidiaries of intercompany Indebtedness owed to the Borrower or any of its Wholly Owned Subsidiaries; provided, however, that:

(A)          if the Borrower or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Loans, in the case of the Borrower, or the Loan Guarantee, in the case of a Guarantor;

(B)           in each case where the Borrower or any Guarantor is the creditor, such Indebtedness is evidenced by a demand promissory note pledged to the Administrative Agent for the ratable benefit of the Lenders pursuant to the Guarantee and Collateral Agreement;

(C)           the following will be deemed, in each case, to constitute an incurrence of Indebtedness by the Borrower or one of its Subsidiaries, as the case may be, that was not permitted by this Section 7.1(b)(v);

(1)   any subsequent issuance or transfer of Equity Interests that result in any

61

Indebtedness originally incurred pursuant to this Section 7.1(b)(v) being held by a Person other than the Borrower or a Subsidiary thereof, and

(2)   any sale or other transfer of any Indebtedness originally incurred pursuant to this Section 7.1(b)(v) to a Person that is not either the Borrower or a Wholly Owned Subsidiary thereof;

(vi)          the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any of its Wholly Owned Subsidiaries of shares of preferred stock; provided, however, that the following will be deemed, in each case, to constitute an issuance of preferred stock by such Subsidiary that was not permitted by this Section 7.1(b)(vi):

(A)          any subsequent issuance or transfer of Equity Interests that results in any preferred stock originally issued pursuant to this Section 7.1(b)(vi) being held by a Person other than the Borrower or a Wholly Owned Subsidiary of the Borrower; and

(B)           any sale or transfer of any preferred stock originally issued pursuant to this Section 7.1(b)(vi) to a Person that is not either the Borrower or a Wholly-Owned Subsidiary of the Borrower;

(vii)         the incurrence by the Borrower or any of its Subsidiaries of Hedging Obligations in the ordinary course of business;

(viii)        the Guarantee by the Borrower or any of its Subsidiaries of Indebtedness of the Borrower or a Subsidiary of the Borrower that was permitted to be incurred by another provision of this Section 7.1; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Loans, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(ix)           the incurrence by the Borrower or any of its Subsidiaries of Indebtedness in respect of workers compensation claims, self-insurance obligations, bankers’ acceptances, performance and surety bonds in the ordinary course of business;

(x)            the incurrence by the Borrower of any Indebtedness represented by the Series A Preferred Stock and Series B Preferred Stock outstanding or issued on the Closing Date;

62

(xi)           the incurrence by the Borrower or any of its Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days; and

(xii)          Indebtedness incurred pursuant to the AskMen Acquisition Documents; provided that the aggregate amount of such Indebtedness does not exceed the Subsequent Acquisition Indebtedness Cap applicable to such AskMen Acquisition Documents.

The accrual of interest, the accretion or amortization of original issue discount on any Indebtedness, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock shall not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 7.1.

7.2           No Layering.

The Borrower will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Borrower or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Loans and the applicable Guarantee of the Loan on substantially identical terms; provided, however, that no Indebtedness of the Borrower shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Borrower solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis.

7.3           Restrictions on Liens

The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness, Attributable Debt, or trade payables on any asset now owned or hereafter acquired, except Permitted Liens.

7.4           Limitation on Restricted Payments

The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly:

(i)            declare or pay any dividend or make any other payment or distribution on account of the Borrower’s or any of its Subsidiaries’ Equity Interests (including any payment in connection with any merger or consolidation involving the Borrower or any of its Subsidiaries) or to the direct or indirect holders of the Borrower’s or any of its Subsidiaries’ Equity Interests in their capacity as such (other than dividends or

63

distributions payable in Equity Interests (other than Disqualified Stock) of the Borrower or to the Borrower or a Subsidiary of the Borrower);

(ii)           purchase, redeem or otherwise acquire or retire for value (including in connection with any merger or consolidation involving the Borrower or any of its Subsidiaries) any Equity Interests of the Borrower or any direct or indirect parent of the Borrower;

(iii)          make any payment (whether or not in cash) on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any unsecured Indebtedness or Indebtedness that is subordinated in right of payment to the Loans or any of the Guarantees of the Loan (collectively “Junior Debt”); or

(iv)          make any Restricted Investment,

(all such payments and other actions set forth in these clauses (i) through (iv) above being collectively referred to as “Restricted Payments”).

The foregoing provisions will not prohibit:

(v)           so long as (A) no bankruptcy, insolvency or liquidation proceeding is pending and (B) no Default in the payment of an amount due under the Loan Documents has occurred and is continuing or would be caused thereby, the payment of regularly scheduled interest payments on the Senior Subordinated Notes pursuant to their terms on the date hereof;

(vi)          so long as no Default has occurred and is continuing or would be caused thereby, the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Subsidiary of the Borrower to the holders of its Equity Interests on a pro rata basis;

(vii)         so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Borrower or any Subsidiary of the Borrower held by any current or former officer, director or employee of the Borrower or any of its Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided, that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $750,000; provided further that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $250,000 in any twelve-month period;

64

(viii)        so long as no Default has occurred and is continuing or would be caused thereby, and so long as the Lenders have waived in writing, pursuant to Section 10.1, any Default or Event of Default that would result from such Change of Control or Initial Public Offering (such waiver to be in the Lenders’ sole and absolute discretion), the redemption of the Senior Subordinated Notes upon a Change of Control or Initial Public Offering pursuant to the terms of the Senior Subordinated Notes as in effect on the date hereof;

(ix)           regularly scheduled payments of interest and principal on the Senior Subordinated Notes; and

(x)            so long as no Default has occurred and is continuing or would be caused thereby, the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by the Borrower or such Subsidiary, as the case may be, pursuant to the Restricted Payment.  The fair market value of any assets or securities that are required to be valued by this shall be determined by the board of directors of the Borrower whose resolution with respect thereto shall be conclusive.

7.5           No Amendment to Certain Documents

Without the consent of the Majority Lenders, the Borrower will not amend, waive, modify or alter, or take any action that could cause to be amended, waived, modified or altered, the terms of the Securities Purchase Agreement, the Series A Preferred Stock Purchase Agreement, the Borrower’s Charter Documents, any Senior Subordinated Note, any share of Series A Preferred Stock, any share of Series B Preferred Stock, or any AskMen Acquisition Document, in any way to:

(i)            alter the terms of any of the Borrower’s Equity Securities, if, pursuant to the terms of the Borrower’s Equity Securities, as altered, the Borrower or any of its Subsidiaries could be required to take an action, whether upon the occurrence of an event, delivery of notice, on any date, or otherwise, that would, directly or indirectly, result in a Default or Event of Default or entitle the holder or holders of any Indebtedness of the Borrower or any of its Subsidiaries (with or without the giving of notice or lapse of time) to accelerate the maturity of such Indebtedness;

65

(ii)           increase the rate of or change the time for payment of interest on any Senior Subordinated Notes or any Permitted Refinancing Indebtedness;

(iii)          increase the principal of, advance the final maturity date of or shorten the Weighted Average Life to Maturity of the Senior Subordinated Notes or any Permitted Refinancing Indebtedness;

(iv)          tighten the redemption provisions or increase the price or terms at which the Borrower is required to offer to purchase any Senior Subordinated Notes or any Permitted Refinancing Indebtedness;

(v)           amend the provisions of Article XI of the Securities Purchase Agreement;

(vi)          except for the Senior Subordinated Note Waiver, amend, restate, or modify (a “Financing Change”) any document related to the Senior Subordinated Notes (collectively, the “Subordinated Debt Documents”) in a manner that imposes covenants or events of default upon the Borrower or its Subsidiaries which are more restrictive than the covenants contained in such documents prior to such Financing Change, unless the Borrower and the Majority Lenders shall, within 10 Business Days after such Financing Change, execute and deliver an amendment to this Agreement or any other applicable Loan Document for the purpose of effecting a change similar and in proportion to the changes to the Subordinated Debt Documents; provided, that upon any failure of the Borrower or the Majority Lenders to do so, this Agreement shall be deemed automatically amended to effect such similar and proportionate amendment;

(vii)         waive, amend, restate, or modify an AskMen Acquisition Document to the extent that such waiver, amendment, restatement or modification would either (a) waive, amend, restate, or modify an AskMen Acquisition Document in any material way, or (b) waive, amend, restate, or modify any term relating to a payment due to any Person.

7.6           Asset Sales; Casualty Proceeds

(a)           The Borrower will not, and will not permit any of its Subsidiaries to, consummate any other Asset Sale unless:

(i)            the Borrower (or the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

66

(ii)           the fair market value is determined by the Borrower’s board of directors and evidenced by a resolution of the board of directors set forth in an Officers’ Certificate delivered to the Administrative Agent; and

(iii)          at least 80% of the consideration therefor received by the Borrower or such Subsidiary is in the form of cash.  For purposes of this provision, any securities, notes or other obligations received by the Borrower or any such Subsidiary from such transferee that are substantially contemporaneously (subject to ordinary settlement periods) converted by the Borrower or such Subsidiary into cash (to the extent of the cash received in that conversion) shall be deemed to be cash.

(b)           Within 120 days after the receipt of any Net Asset Sale Proceeds from an Asset Sale or any Casualty Proceeds, the Borrower may apply such Net Asset Sale Proceeds or Casualty Proceeds at its option:

(i)            to acquire all or substantially all of the assets of, or a majority of the voting stock of, another Permitted Business, if such assets or voting stock constitute Collateral;

(ii)           to make a capital expenditure;

(iii)          to reinvest in equipment or other productive assets of the general type that are used or useful in a Permitted Business, if such equipment or assets constitute Collateral;

(iv)          to repay Indebtedness ranking pari passu with the Loans that is secured by a Permitted Lien having priority over the Liens securing the Loans; provided that (a) such Indebtedness was permitted pursuant to the terms of this Agreement to be incurred, (b) the aggregate amount of such repayment does not exceed the fair market value of the Property subject to the Permitted Lien, as determined in good faith by the Borrower’s Board of Directors, and (c) no Default or Event of Default has occurred and is continuing; or

(v)           in the case of Casualty Proceeds, to restore or replace damaged or destroyed assets.

Pending the final application of any such Net Asset Sale Proceeds or Casualty Proceeds, the Borrower may temporarily reduce revolving credit borrowings or otherwise invest such Net Asset Sale Proceeds or Casualty Proceeds in any manner that is not prohibited by this Agreement.

Any Net Asset Sale Proceeds or Casualty Proceeds that are not applied or invested in the manner and within the time limits provided in the preceding paragraph will

67

constitute “Excess Proceeds.”  When the aggregate amount of Excess Proceeds exceeds $500,000, within five days thereof, the Borrower will use such Excess Proceeds to make mandatory prepayments as follows:

(a)           to the Term Loans, subject to Section 2.9, in an amount equal to the Term Loans’ applicable First Lien Percentage of the Excess Proceeds; and

(b)           to each other Series of First Lien Debt, in an amount equal to each Series of First Lien Debt’s applicable First Lien Percentage of the Excess Proceeds;

provided, that if a Series of First Lien Debt requires the Borrower to make an offer to purchase, redeem or prepay such Series of First Lien Debt with such Excess Proceeds, then, in lieu of making a mandatory prepayment of such First Lien Debt pursuant to clause (b) above, the Borrower shall use such Series of First Lien Debt’s First Lien Percentage of such Excess Proceeds to make such offer concurrent with the mandatory prepayment of the Excess Proceeds payable to any other Series.  For the avoidance of doubt, the Borrower will prepay Term Loans pursuant to this Section 6.9 only with the Term Loan’s First Lien Percentage of any Excess Proceeds applied as set forth above.

Any prepayment made pursuant to this Section 7.6 will be made by paying to the Lenders an amount equal to the principal amount of such Terms Loans prepaid plus accrued and unpaid interest to the date of prepayment, and will be payable in cash.  If any Excess Proceeds remain after completion of the foregoing prepayments, the Borrower may use such Excess Proceeds for any purpose not otherwise prohibited by this Agreement and the amount of Excess Proceeds will be reset to zero.

7.7           Limitation on Sale and Leaseback Transactions

The Borrower will not, and will not permit any of its Subsidiaries to, enter into any sale and leaseback transaction.

7.8           Limitation on Issuances and Sales of Capital Stock of Wholly Owned Subsidiaries

The Borrower will not, and will not permit any of its Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any Equity Interests in any Wholly Owned Subsidiary of the Borrower to any Person (other than the Borrower or a Wholly Owned Subsidiary of the Borrower), unless:

(i)            such transfer, conveyance, sale, lease or other disposition is of all the Equity Interests in such Wholly Owned Subsidiary; and

(ii)           the Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with Section 7.6.

In addition, the Borrower will not permit any Wholly Owned Subsidiary of the Borrower to issue any of its Equity Interests (other than, if necessary, shares of its Capital Stock

68

constituting directors’ qualifying shares) to any Person other than to the Borrower or a Wholly Owned Subsidiary of the Borrower.

7.9           Business Activities

The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Borrower and its Subsidiaries taken as a whole.

7.10         Stay, Extension and Usury Laws

The Borrower and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Agreement or the Loans; and the Borrower and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Lenders, but will suffer and permit the execution of every such power as though no such law has been enacted.

7.11         Investment Company Act; United States Real Property Holding Corporation

The Borrower will not, and will not permit any of its Subsidiaries to, become an investment company subject to registration under the Investment Company Act of 1940, as amended.  Neither the Borrower nor any of its Subsidiaries will become a United States real property holding corporation as defined in Section 897(c)(2) of the Internal Revenue Code.

7.12         No Merger, etc.

The Borrower shall not, directly or indirectly, consolidate or merge with or into another Person (whether or not the Borrower is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Borrower and its Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(a)           either:

(i)            the Borrower is the surviving corporation; or

(ii)           the Person formed by or surviving any such consolidation or merger (if other than the Borrower) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

69

(b)           the Person formed by or surviving any such consolidation or merger (if other than the Borrower) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Borrower under the Loans, this Agreement and the other Loan Documents pursuant to agreements reasonably satisfactory to the Administrative Agent;

(c)           immediately after such transaction, no Default or Event of Default exists; and

(d)           the Leverage Ratio of (i) the Borrower, (ii) the Person formed by or surviving any such consolidation or merger (if other than the Borrower), or (iii) to which such sale, assignment, transfer, conveyance or other disposition has been made, as applicable, for its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such transaction is consummated would have been no more than 80% of the Required Leverage Ratio for such period, determined on a pro forma basis (in accordance with the accounting requirements of Rule 11-02 of Regulation S-X), as if such transaction (including any related incurrence of Indebtedness) had occurred at the beginning of such four-quarter period.

In addition, the Borrower will not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.  This Section 7.12 will not apply to:

(i)            a merger of the Borrower with an Affiliate solely for the purpose of reincorporating the Borrower in another jurisdiction; and

(ii)           any sale, transfer, assignment, conveyance, lease or other disposition of assets between or among the Borrower and its Subsidiaries.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Borrower in a transaction that is subject to, and that complies with the provisions of, this Section 7.12, the successor corporation formed by such consolidation or into or with which the Borrower is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Agreement referring to the “Borrower” shall refer instead to the successor corporation and not to the Borrower), and may exercise every right and power of the Borrower under this Agreement with the same effect as if such successor Person had been named as the Borrower herein; provided, however, that the predecessor Borrower shall not be relieved from the obligation to pay the principal of and interest on the Loans except in the case of a sale of all of the Borrower’s assets in a transaction that is subject to, and that complies with the provisions of, this Section 7.12.

70

7.13         Limitation on Transactions With Affiliates

(a)           The Borrower will not, and will not permit any of its Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Borrower (each an “Affiliate Transaction”), unless:

(i)            such Affiliate Transaction is on terms that are no less favorable to the Borrower or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Borrower or such Subsidiary with an unrelated Person; and

(ii)           the Borrower delivers to the Agents:

(A)          with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $500,000, a resolution of the Borrower’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) of this Section 7.13(a) and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

(B)           with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, an opinion as to the fairness to the Borrower or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

(b)           The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 7.13(a):

(i)            any employment agreement, employee benefit plan, officer and director indemnification agreement or any similar arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business;

(ii)           transactions between or among the Borrower and/or its Subsidiaries;

(iii)          transactions with a Person that is an Affiliate of the Borrower solely because the Borrower owns, directly or through a Subsidiary, an Equity Interest in such Person;

(iv)          payment of reasonable directors’ fees to Persons who are not otherwise Affiliates of the Borrower;

71

(v)           any issuance of Equity Interests (other than Disqualified Stock) of the Borrower to Affiliates of the Borrower;

(vi)          Restricted Payments (other than Permitted Investments) that do not violate Section 7.4.

7.14         Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries

(a)           The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to:

(i)            pay dividends or make any other distributions on its Capital Stock to the Borrower or any of its Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Borrower or any of its Subsidiaries;

(ii)           make loans or advances to the Borrower or any of its Subsidiaries; or

(iii)          transfer any of its properties or assets to the Borrower or any of its Subsidiaries.

(b)           The restrictions in Section 7.14(a) will not apply to encumbrances or restrictions existing under or by reason of:

(i)            Existing Indebtedness as in effect on the date of this Agreement and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the date of this Agreement;

(ii)           this Agreement, the Loans and the Guarantees of the Loan;

(iii)          applicable law, rule, regulation or order;

(iv)          customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;

(v)           any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending the sale or other disposition;

72

(vi)          Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(vii)         Liens permitted to be incurred under the provisions of Section 7.3 that limit the right of the debtor to dispose of the assets subject to such Liens;

(viii)        provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Borrower’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and

(ix)           restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

7.15         Payments for Consent

The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Lender for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Agreement or any of the Loan Documents unless such consideration is paid to all Lenders.

7.16         Employee Plans

Except as would not reasonably be expected to result in a Material Adverse Effect, either individually or in the aggregate, the Borrower will not, and will not permit any of its Subsidiaries to:

(i)            terminate any Employee Pension Plan subject to Title IV of ERISA;

(ii)           make a complete or partial withdrawal (within the meaning of Section 4201 of ERISA) from any Multiemployer Plan;

(iii)          (A) adopt, establish, maintain or enter into any obligation to contribute to any new Plan or Multiemployer Plan, (B) modify any existing Plan so as to increase its obligations thereunder, or (C) increase a contribution obligation to any Multiemployer Plan;

(iv)          engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan for which a statutory or class exemption is not available or a private

73

exemption has not previously been obtained from the Department of Labor;

(v)           incur any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, with respect to any Plan; or

(vi)          incur a Reportable Event with respect to, or commence a proceeding to have a trustee appointed, or have a trustee appointed, to administer or to terminate, any Single Employer Plan.

This Section 7.16 shall not be deemed to prohibit the Borrower from modifying a medical, dental or other “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) in the ordinary course of business.

7.17         ERISA Notices

Promptly, but in any event within 30 days therafter, the Borrower will deliver to each of the Lenders, if and when the Borrower or any Commonly Controlled Entity:

(i)            gives or is required to give notice to the PBGC of any Reportable Event with respect to any Employee Pension Plan which might constitute grounds for a termination of such plan under Title IV of ERISA or the imposition of a tax under Section 4971 of the Code, or knows that the plan administrator of any such plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;

(ii)           receives written notice of complete or partial Withdrawal Liability under Title IV of ERISA or written notice that any Multiemployer Plan is in Reorganization or has been terminated, a copy of such notice;

(iii)          receives notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Employee Pension Plan, a copy of such notice;

(iv)          applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application;

(v)           gives notice of intent to terminate any Employee Pension Plan under Title IV of ERISA, a copy of such notice and, if reasonably requested by any of the Lenders and permitted under applicable law, related financial information; or

(vi)          fails to make any payment or contribution to any Employee Pension Plan (or Multiemployer Plan or in respect of any benefit arrangement) or makes any amendment to any Plan or benefit

74

arrangement, in either case, which would reasonably be expected to result in the imposition of a Lien or the posting of a bond or other security, a certificate of the Chief Financial Officer or Controller of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower is required or proposes to take.

SECTION 8.  FINANCIAL COVENANTS

8.1           Minimum Consolidated EBITDA.

The Borrower will maintain a Consolidated EBITDA set forth below of at least the amount set forth below for the Test Period ending on each date listed below:

8.2           Minimum EBITDA to Consolidated Interest Expense

The Borrower will not permit the ratio of (a) its Consolidated EBITDA for the Test Period ending on each date listed below to (b) its Consolidated Interest Expense for the Test Period ending on each date listed below to be less than the ratio set forth below: