Exhibit 10.1

CREDIT AGREEMENT

DATED AS OF FEBRUARY 6, 2008

AMONG

FESTIVAL FUN PARKS, LLC,

▇▇▇▇▇▇▇ ▇▇▇▇▇ BUSINESS FINANCIAL SERVICES INC.,

as Administrative Agent, as a Lender and

as Sole Bookrunner and Joint Lead Arranger

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND,

as a Lender and

as Joint Lead Arranger and

Co-Syndication Agent,

NATIXIS,

as a Lender and as Co-Syndication Agent

GENERAL ELECTRIC CAPITAL CORPORATION,

as a Lender and as Co-Documentation Agent,

▇▇▇▇▇▇▇▇▇ FINANCIAL LLC,

as Co-Documentation Agent

AND

THE ADDITIONAL LENDERS

FROM TIME TO TIME PARTY HERETO

TABLE OF CONTENTS

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ANNEXES, EXHIBITS AND SCHEDULES

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CREDIT AGREEMENT

CREDIT AGREEMENT dated as of February 6, 2008 among FESTIVAL FUN PARKS, LLC, a Delaware limited liability company, as Borrower, the financial institutions or other entities from time to time parties hereto, each as a Lender, ▇▇▇▇▇▇▇ ▇▇▇▇▇ BUSINESS FINANCIAL SERVICES INC., individually as a Lender, as Administrative Agent and as Sole Bookrunner and Joint Lead Arranger, THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, individually as a Lender and as Joint Lead Arranger and Co-Syndication Agent, NATIXIS, individually as a Lender and as Co-Syndication Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, individually as a Lender and as Co-Documentation Agent, and ▇▇▇▇▇▇▇▇▇ FINANCIAL LLC, as Co-Documentation Agent.

RECITALS:

WHEREAS, Centaur Holdings United States, Inc., a Delaware corporation (“Purchaser”), was organized for the purpose of acquiring (the “Acquisition”) all of the outstanding Capital Stock of Palace Entertainment Holdings, Inc., a Delaware corporation (“Holdings”), from Palace Holdings Group, LLC, a Delaware limited liability company (“Seller”); and

WHEREAS, the Acquisition was consummated pursuant to the terms of that certain Stock Purchase and Contribution Agreement dated as of July 31, 2007 among Seller, Holdings and Purchaser (as amended or otherwise modified to the date hereof, and including all exhibits and schedules thereto, the “Purchase Agreement”); and

WHEREAS, Borrower desires that Lenders extend certain term credit and working capital facilities to Borrower to provide funds necessary to fund the Existing Notes Tender Offer, the repayment of Debt under the Existing Credit Agreement and related costs and expenses and to provide working capital financing for Borrower; and

WHEREAS, Borrower desires to secure all of the Obligations by granting to Administrative Agent, for the benefit of Administrative Agent and Lenders, a first priority perfected Lien upon substantially all of its personal and real property, including without limitation all outstanding Capital Stock of each Subsidiary; and

WHEREAS, Holdings is willing to guaranty all of the Obligations, and to grant to Administrative Agent, for the benefit of Administrative Agent and Lenders, a first priority perfected Lien upon all of its personal and real property, including without limitation, all outstanding Capital Stock of Borrower; and

WHEREAS, subject to the limitations set forth herein, each Subsidiary is willing to guaranty all of the Obligations, and to grant to Administrative Agent, for the benefit of Administrative Agent and Lenders, a first priority perfected Lien upon all of its personal and real property;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, Borrower, Lenders and Administrative Agent agree as follows:

ARTICLE 1.
DEFINITIONS

Section 1.1            Certain Defined Terms.

The following terms have the following meanings:

“Acceleration Event” means the occurrence of an Event of Default (i) in respect of which Administrative Agent has declared all or any portion of the Obligations to be immediately due and payable pursuant to Section 8.2, (ii) pursuant to Section 8.1(a), and in respect of which Administrative Agent has suspended or terminated the Revolving Loan Commitment pursuant to Section 8.2 and/or (iii) pursuant to either Section 8.1(f) and/or Section 8.1(g).

“Account Debtor” means “account debtor”, as defined in Article 9 of the UCC.

“Accounts” means “accounts”, as defined in Article 9 of the UCC.

“Acquisition” has the meaning set forth in the Recitals to this Agreement.

“Acquisition Documents” means the Purchase Agreement and all agreements, documents and instruments executed and/or delivered pursuant thereto or in connection therewith.

“Acquisition Pro Forma” has the meaning set forth in Section 5.8(b).

“Acquisition Projections” has the meaning set forth in Section 5.8(b).

“Additional Titled Agents” has the meaning set forth in Section 10.15.

“Adjusted EBITDA” has the meaning set forth in the Compliance Certificate.

“Administrative Agent” means ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its capacity as administrative agent for itself and for Lenders hereunder, as such capacity is established in, and subject to the provisions of, Article 10, and the successors of ▇▇▇▇▇▇▇ ▇▇▇▇▇ in such capacity.

“Affected Lender” has the meaning set forth in Section 11.6(c).

“Affiliate” means with respect to any Person (i) any Person that directly or indirectly controls such Person, (ii) any Person which is controlled by or is under common control with such controlling Person and (iii) each of such Person’s (other than, with respect to any Lender, any Lender’s) officers or directors (or Persons functioning in substantially similar roles) and the spouses, parents, descendants and siblings of such officers, directors or other Persons.  As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the power to vote five percent (5%) or more of any class of voting Capital Stock of such Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting Capital Stock, by contract or otherwise.

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“Agreement” means this Credit Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time.

“Anti-Terrorism Laws” means any Laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered by OFAC.

“Approved Fund” means any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause (i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender.

“Asset Disposition” means any sale, lease, license, transfer, assignment or other consensual disposition by any Credit Party of any asset, but excluding (i) dispositions of Inventory or used, obsolete, worn-out or surplus Equipment, all in the Ordinary Course of Business, (ii) dispositions of Cash Equivalents for cash or in exchange for other Cash Equivalents, (iii) sales, transfers and other dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the Ordinary Course of Business, (iv) the lease, assignment, license, sub-license or sub-lease of any real or personal property in the Ordinary Course of Business to the extent the same does not materially interfere with the business of Borrower or any Subsidiary and (v) any disposition of property or assets or issuance of Capital Stock by Borrower or any Domestic Subsidiary to Borrower or any other Domestic Subsidiary.

“Assignment Agreement” means an agreement substantially in the form of Exhibit A hereto, or in the event Administrative Agent institutes a Settlement Service pursuant to Section 11.6(a)(v), such other agreement as may be prescribed by such Settlement Service.

“Bank of Ireland” means The Governor and Company of the Bank of Ireland.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”.

“Base Rate” means a variable per annum rate, as of any date of determination, equal to the greater of (i) the Federal Funds Rate plus one-half of one percent (0.50%) per annum and (ii) the rate of interest which is identified and normally published by Bloomberg Professional Service Page Prime as the “Prime Rate” (or, if more than one rate is published as the Prime Rate, then the highest of such rates).  Any change in the Base Rate will become effective as of the date the rate of interest which is so identified as the “Prime Rate” is different from that published on the preceding Business Day.  If Bloomberg Professional Service no longer reports the Prime Rate, or if such Page Prime no longer exists, or Administrative Agent determines in good faith that the rate so reported no longer accurately reflects an accurate determination of the prevailing

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Prime Rate, Administrative Agent may select a reasonably comparable index or source to use as the basis for the Base Rate.

“Base Rate Loans” means Loans which accrue interest by reference to the Base Rate, in accordance with the terms of this Agreement.

“Base Rate Margin” means 3.50% per annum.

“Blocked Person” means any Person:  (i) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (ii) owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (iii) with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (iv) that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; or (v) that is named a “specially designated national” or “blocked person” on the most current list published by OFAC or other similar list.

“Borrower” means Festival Fun Parks, LLC, a Delaware limited liability company.

“Borrower’s Account” means the account specified on the signature pages hereof below Borrower’s name into which Loans shall, absent other instructions, be made, or such other account as Borrower may specify by notice to Administrative Agent.

“Business Day” means any day except a Saturday, Sunday or other day on which either the New York Stock Exchange is closed, or on which commercial banks in Chicago and New York City are authorized by Law to close and, in the case of a Business Day which relates to a LIBOR Loan, a day on which dealings are carried on in the London interbank eurodollar market.

“Capital Expenditures” has the meaning provided in the Compliance Certificate; provided, that, solely for purposes of Article 6, no expenditures to acquire assets pursuant to a Permitted Acquisition shall constitute Capital Expenditures.

“Capital Lease” of any Person means any lease of any property by such Person as lessee which would, in accordance with GAAP, be required to be accounted for as a capital lease on the balance sheet of such Person.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Cash Equivalents” means any Investment in (i) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof with a maturity date of no more than one (1) year from the date of acquisition, (ii) commercial paper with a duration of not more than nine (9) months rated at least A-1 by Standard & Poor’s Ratings Service and P-1 by ▇▇▇▇▇’▇ Investors Services, Inc., which is issued by a Person (other than any Credit Party or an Affiliate of any Credit Party) organized under the

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laws of any state of the United States or of the District of Columbia, (iii) time deposits, certificates of deposit and banker’s acceptances with a duration of not more than six (6) months issued by any office located in the United States of any bank or trust company which is organized under the laws of the United States or any state thereof, or is licensed to conduct a banking business in the United States, and has capital, surplus and undivided profits of at least $500,000,000 and which issues (or the parent of which issues) certificates of deposit or commercial paper with a rating described in clause (ii) above, (iv) repurchase agreements and reverse repurchase agreements with a duration of not more than 30 days with respect to securities described in clause (i) above entered into with an office of a bank or trust company meeting the criteria specified in clause (iii) above, or (v) any money market or mutual fund which invests only in the foregoing types of investments, has portfolio assets in excess of $5,000,000,000 and is rated AAA by Standard & Poor’s Ratings Service and Aaa by ▇▇▇▇▇’▇ Investors Services, Inc.

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

“Change of Control” means any of the events referred to in Section 8.1(j).

“Chattel Paper” means “chattel paper”, as defined in Article 9 of the UCC.

“Closing Checklist” means Annex B to this Agreement.

“Closing Date” means the date upon which the initial Loans are funded hereunder.

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

“Collateral” means all property, now existing or hereafter acquired, mortgaged or pledged to, or purported to be subjected to a Lien in favor of, Administrative Agent, for the benefit of Administrative Agent and Lenders, pursuant to the Security Documents.

“Commitment Annex” means Annex A to this Agreement.

“Commitment Expiry Date” means December 31, 2013.

“Compliance Certificate” means a certificate, duly executed by a Responsible Officer, appropriately completed and substantially in the form of Exhibit C hereto.

“Consolidated Subsidiary” means at any date any Subsidiary the accounts of which would be consolidated with those of Holdings (or any other Person, as the context may require hereunder) in its consolidated financial statements if such statements were prepared as of such date.

“Contingent Obligation” means, with respect to any Person, any direct or indirect liability of such Person:  (i) with respect to any debt, lease, dividend or other obligation of another Person if the purpose or intent of such Person incurring such liability, or the effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreement relating thereto will be complied with, or that any holder of

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such liability will be protected, in whole or in part, against loss with respect thereto, (ii) with respect to any undrawn portion of any letter of credit issued for the account of such Person or as to which such Person is otherwise liable for the reimbursement of any drawing, (iii) under any Swap Contract, to the extent not yet due and payable, (iv) to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement; or (v) for any obligations of another Person pursuant to any agreement to purchase, repurchase or otherwise acquire any obligation or any property constituting security therefor, to provide funds for the payment or discharge of such obligation or to preserve the solvency, financial condition or level of income of another Person.  The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported or, if not a fixed and determinable amount, the maximum amount so guaranteed or otherwise supported.

“Controlled Group” means all members of a group of corporations and all members of a group of trades or businesses (whether or not incorporated) under common control which, together with Borrower, are treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

“Credit Exposure” means any period of time during which the Revolving Loan Commitment is outstanding or any Loan, Reimbursement Obligation or other Obligation remains unpaid, or any Letter of Credit or Support Agreement not supported with cash collateral required by this Agreement remains outstanding; provided, that no Credit Exposure shall be deemed to exist solely due to the existence of contingent indemnification liability, absent the assertion of a claim, or the known existence of a claim reasonably likely to be asserted, with respect thereto.

“Credit Party” means any of Holdings, Borrower, Palace Finance and any Subsidiary of Borrower, whether now existing or hereafter acquired or formed; and “Credit Parties” means all such Persons, collectively.

“Debt” of a Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising and paid on a timely basis and in the Ordinary Course of Business, (iv) all Capital Leases of such Person, (v) all non-contingent obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit, banker’s acceptance or similar instrument, (vi) all Capital Stock of such Person subject to repurchase or redemption otherwise than at the sole option of such Person, (vii) all obligations secured by a Lien on any asset of such Person, whether or not such obligation is otherwise an obligation of such Person, (viii) “earnouts” and similar payment obligations of such Person, and (ix) all Debt of others Guaranteed by such Person.  Without duplication of any of the foregoing, Debt of Borrower shall include any and all Loans.

“Default” means any condition or event which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulted Lender” means, so long as such failure shall remain in existence and uncured, any Lender which shall have failed to make any Loan or other credit accommodation,

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disbursement, settlement or reimbursement required pursuant to the terms of any Financing Document.

“Designated Leased Facilities” means the leased facilities listed on Schedule 1.1(A).

“Domestic Subsidiary” means a Subsidiary organized, incorporated or otherwise formed under the laws of the United States or Canada or any state or province thereof.

“EBITDA” has the meaning set forth in the Compliance Certificate.

“Eligible Assignee” means (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund, and (iv) any other Person (other than a natural person, a Credit Party or an Affiliate of a Credit Party) approved by (A) Administrative Agent (such approval not to be unreasonably withheld), (B) in the case of any assignment of any portion of the Revolving Loan Commitment, Swingline Lender (such approval not to be unreasonably withheld), and (C) unless either (w) Administrative Agent has not notified Borrower that Administrative Agent has completed a successful syndication of the Loans and/or (x) an Event of Default has occurred and is continuing, Borrower (such approval not to be unreasonably withheld, and shall be deemed provided unless expressly withheld by Borrower within five (5) Business Days of request therefor); provided that notwithstanding the foregoing, (y) “Eligible Assignee” shall not include Borrower or any of Borrower’s Affiliates or Subsidiaries and (z) no proposed assignee intending to assume all or any portion of the Revolving Loan Commitment shall be an Eligible Assignee unless such proposed assignee either already holds a portion of the Revolving Loan Commitment, or has been approved as an Eligible Assignee by Administrative Agent and Swingline Lender.

“Eligible Swap Counterparty” means Administrative Agent, any Affiliate of Administrative Agent, any Lender and/or any Affiliate of any Lender that (i) at any time it occupies such role or capacity (whether or not it remains in such capacity) enters into a Swap Contract permitted hereunder with Borrower or any Subsidiary and (ii) in the case of a Lender or an Affiliate of a Lender (other than an Affiliate of Administrative Agent), maintains a reporting system acceptable to Administrative Agent with respect to Swap Contract exposure and agrees with Administrative Agent to provide regular reporting to Administrative Agent in form and substance reasonably satisfactory to Administrative Agent, with respect to such exposure.  In addition thereto, any Affiliate of a Lender shall, upon Administrative Agent’s request, execute and deliver to Administrative Agent a letter agreement pursuant to which such Affiliate designates Administrative Agent as its agent and agrees to share, pro rata, all expenses relating to liquidation of the Collateral for the benefit of such Affiliate.

“Environmental Laws” means any and all Laws relating to the environment or the effect of the environment on human health or to emissions, discharges or releases of pollutants, contaminants, Hazardous Materials or wastes into the environment, including ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Materials or wastes or the clean-up or other remediation thereof.

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 “Equipment” means, collectively, “equipment” and “fixtures” (as each term is defined in Article 9 of the UCC).

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

“ERISA Plan” means any “employee benefit plan”, as such term is defined in Section 3(3) of ERISA (other than a Multiemployer Plan), which Borrower maintains, sponsors or contributes to, or, in the case of an employee benefit plan which is subject to Section 412 of the Code or Title IV of ERISA, to which Borrower or any member of the Controlled Group may have any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

“Event of Default” has the meaning set forth in Section 8.1.

“Excess Cash Flow” has the meaning provided in the Excess Cash Flow Certificate.

“Excess Cash Flow Certificate” means a certificate, duly executed by a Responsible Officer, appropriately completed and substantially in the form of Exhibit B hereto.

“Existing Credit Agreement” means the Credit Agreement dated as of April 12, 2006 among Holdings, Borrower, certain of Borrower’s Subsidiaries and GE Capital.

“Existing Letters of Credit” means the “Letters of Credit” (as defined in the Existing Credit Agreement) identified on Schedule 1.1(B).

“Existing Notes Indenture” means that Indenture dated as of April 12, 2006, among Holdings, Palace Finance, certain Subsidiaries of Borrower and ▇▇▇▇▇ Fargo Bank, N.A.

“Existing Notes” means those certain 10-7/8% Senior Notes due 2014 in an aggregate original principal amount of $150,000,000 issued pursuant to the Existing Notes Indenture.

“Existing Notes Tender Offer” means the offer by Borrower and Palace Finance to purchase all of the outstanding Existing Notes on the terms set forth in the Offer to Purchase.

“Existing RBS Debt” means Debt of Purchaser incurred under the Bridge Facility Agreement dated as of August 23, 2007 among Purchaser, Monkwood Luxco S.A.R.L. and The Royal Bank of Scotland PLC.

“Extraordinary Receipts” means any cash received by or paid to or for the account of any Credit Party not in the Ordinary Course of Business ((and not consisting of proceeds described in any of Section 2.3(b), (c) and (d)) including without limitation amounts received in respect of foreign, United States, state or local tax refunds to the extent not included in the calculation of EBITDA, pension plan reversions, purchase price and other monetary adjustments made pursuant to any Acquisition Document and/or indemnification payments made pursuant to any Acquisition Document (other than such indemnification payments to the extent

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that the amounts so received are applied by a Credit Party for the purpose of replacing, repairing or restoring any assets or properties of a Credit Party, thereby satisfying the condition giving rise to the claim for indemnification, or otherwise covering any out-of-pocket expenses incurred by any Credit Party in obtaining such payments); provided that Extraordinary Receipts shall exclude any single or related series of amounts received in an aggregate amount less than $1,000,000.

“Family Entertainment Centers Division” means the operating division of Borrower and its Subsidiaries engaged in operating family entertainment centers, together with all other operating divisions of Borrower and its Subsidiaries, but excluding the Waterparks Division.

“Federal Funds Rate” means, for any day, the rate of interest per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day and (ii) if no such rate is so published on such next preceding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to Administrative Agent on such day on such transactions as determined by Administrative Agent.

“Fee Letter” means the letter agreement of even date herewith between Borrower and ▇▇▇▇▇▇▇ ▇▇▇▇▇, as amended from time to time.

“Financing Documents” means this Agreement, any Notes, the Security Documents, any fee letter between ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Borrower relating to the transactions contemplated hereby, the Subordination Agreement, any subordination or intercreditor agreement (other than the Subordination Agreement) pursuant to which any Debt (other than the Subordinated Debt) and/or any Liens securing such Debt is subordinated to all or any portion of the Obligations, and all other documents, instruments and agreements (other than any Swap Contract) contemplated herein or thereby and heretofore executed, executed concurrently herewith or executed at any time and from time to time hereafter, as any or all of the same may be amended, supplemented, restated or otherwise modified from time to time.

“Fiscal Year” means a fiscal year of Borrower, ending on September 30 of each calendar year.

“Fixed Charge Coverage Ratio” has the meaning set forth in the Compliance Certificate.

“Foreign Lender” has the meaning set forth in Section 2.18(c).

“Foreign Subsidiary” means any Subsidiary other than a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and

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authority within the United States accounting profession), which are applicable to the circumstances as of the date of determination.

“GE Capital” means General Electric Capital Corporation.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any agency, department or Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other Person owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing, whether domestic or foreign.

“Guarantee” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), provided that the term Guarantee shall not include endorsements for collection or deposit in the Ordinary Course of Business.  The term “Guarantee” used as a verb has a corresponding meaning.

“Hazardous Materials” means (i) any “hazardous substance” as defined in CERCLA, (ii) any “hazardous waste” as defined by the Resource Conservation and Recovery Act, (iii) asbestos, (iv) polychlorinated biphenyls, (v) petroleum, its derivatives, by-products and other hydrocarbons, (vi) mold and (vii) any other pollutant, toxic, radioactive, caustic or otherwise hazardous substance regulated under Environmental Laws.

“Hazardous Materials Contamination” means contamination (whether now existing or hereafter occurring) of the improvements, buildings, facilities, soil, groundwater, air or other elements on or of the relevant property by Hazardous Materials, or any derivatives thereof, or on or of any other property as a result of Hazardous Materials, or any derivatives thereof, generated on, emanating from or disposed of in connection with the relevant property.

“Holdings” has the meaning set forth in the Recitals to this Agreement.

“Indemnitees” has the meaning set forth in Section 9.2.

“Instrument” means “instrument”, as defined in Article 9 of the UCC.

“Intellectual Property” means, with respect to any Person, all patents, trademarks, trade names, trade styles, trade dress, service marks, logos and other business identifiers, copyrights, technology, know-how and processes, computer hardware and software and all applications and licenses therefor, used in or necessary for the conduct of business by such Person.

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“Interest Period” means, as to any LIBOR Loan, the period commencing on the date such Loan is borrowed or continued as, or converted into, a LIBOR Loan and ending on the date one (1), two (2), three (3), six (6) months or, if all applicable Lenders are capable thereof, nine (9) or twelve (12) months thereafter (or, prior to the earlier of 90 days after the Closing Date and the completion of a Successful Syndication (as defined in the Fee Letter), ending on the date one (1) Business Day thereafter), as selected by Borrower pursuant to Section 2.12(f); provided, that:  (i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the following Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the preceding Business Day, (ii) any Interest Period that begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period, (iii) Borrower may not select any Interest Period for a Revolving Loan which would extend beyond the Commitment Expiry Date; and (iv) Borrower may not select any Interest Period for Term Loan B if, after giving effect to such selection, the aggregate principal amount of Term Loan B having Interest Periods ending after any date on which an installment of Term Loan B is scheduled to be repaid would exceed the aggregate principal amount of Term Loan B scheduled to be outstanding after giving effect to such repayment.

“Inventory” means “inventory”, as defined in Article 9 of the UCC.

“Investment” means any investment in any Person, whether by means of acquiring (whether for cash, property, services, Capital Stock or otherwise), making or holding Debt securities, Capital Stock, capital contributions, loans, time deposits, advances, Guarantees or otherwise.  The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect thereto.

“Investors” means Candover investments plc, Candover 2005 Fund US ▇▇.▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ Fund US ▇▇.▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ Fund US ▇▇.▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ Fund US ▇▇.▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇.▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇.▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ Fund UK No.3 LLP, Candover (Trustees) Ltd acting on behalf of Candover 2005 Fund Direct Co-Investment Plan, Candover (Trustees) Ltd acting on behalf of Candover 2005 Fund Direct Co-Investment Scheme and Northern Trust Fiduciary Services (Guernsey) Ltd.

“Laws” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, guidances, guidelines, ordinances, rules, judgments, orders, decrees, codes, plans, injunctions, permits, concessions, grants, franchises, governmental agreements and governmental restrictions, whether now or hereafter in effect.

“LC Issuer” means one or more banks, trust companies or other Persons in each case expressly identified by Administrative Agent from time to time, in its sole discretion, as an LC Issuer for purposes of issuing one or more Letters of Credit hereunder.  Without limitation of Administrative Agent’s discretion to identify any Person as an LC Issuer, no Person shall be designated as an LC Issuer unless such Person maintains reporting systems acceptable to Administrative Agent with respect to letter of credit exposure and agrees to provide regular reporting to Administrative Agent satisfactory to it with respect to such exposure.

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“Lender” means each of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) each other Person party hereto in its capacity as a lender, (iii) each other Eligible Assignee that becomes a party hereto pursuant to Section 11.6, (iv) Administrative Agent, to the extent of any Revolving Loans made by Administrative Agent which have not been settled among Lenders pursuant to Section 10.13, and (v) the respective successors of all of the foregoing, and “Lenders” means all of the foregoing.  In addition to the foregoing, solely for the purpose of identifying the Persons entitled to share in payments and collections from the Collateral as more fully set forth in this Agreement and the Security Documents, the term “Lender” shall include Eligible Swap Counterparties.  In connection with any such distribution of payments and collections, Administrative Agent shall be entitled to assume that no amounts are due to any Eligible Swap Counterparty unless such Eligible Swap Counterparty has notified Administrative Agent of the amount of any such liability owed to it prior to such distribution.

“Lender Letter of Credit” means a Letter of Credit issued by an LC Issuer that is also, at the time of issuance of such Letter of Credit, a Lender.

“Letter of Credit” means a standby or documentary (trade) letter of credit issued for the account of Borrower by an LC Issuer which expires by its terms within one year after the date of issuance and in any event at least thirty (30) days prior to the Commitment Expiry Date.  Notwithstanding the foregoing, a Letter of Credit may provide for automatic extensions of its expiry date for one or more successive one (1) year periods provided that the LC Issuer that issued such Letter of Credit has the right to terminate such Letter of Credit on each such annual expiration date and no renewal term may extend the term of the Letter of Credit to a date that is later than the thirtieth (30^th) day prior to the Commitment Expiry Date.  Each Letter of Credit shall be either a Lender Letter of Credit or a Supported Letter of Credit.  All Existing Letters of Credit shall be deemed Letters of Credit hereunder.

“Letter of Credit Liabilities” means, at any time of calculation, the sum of (i) without duplication, the amount then available for drawing under all outstanding Lender Letters of Credit and all Supported Letters of Credit, in each case without regard to whether any conditions to drawing thereunder can then be met plus (ii) without duplication, the aggregate unpaid amount of all reimbursement obligations in respect of previous drawings made under all such Lender Letters of Credit and Supported Letters of Credit.

“LIBOR” means, with respect to any LIBOR Loan for any Interest Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to (i) the rate of interest which is identified and normally published by Bloomberg Professional Service Page BBAM 1 as the offered rate for loans in United States dollars for the applicable Interest Period under the caption British Bankers Association LIBOR Rates as of 11:00 a.m. (London time), on the second full Business Day next preceding the first day of such Interest Period (unless such date is not a Business Day, in which event the next succeeding Business Day will be used); divided by (ii) the sum of one minus the daily average during such Interest Period of the aggregate maximum reserve requirement (expressed as a decimal) then imposed under Regulation D of the Board of Governors of the Federal Reserve System (or any successor thereto) for “Eurocurrency Liabilities” (as defined therein).  If Bloomberg Professional Service no longer reports the LIBOR or Administrative Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to Administrative Agent in the London Interbank Market or if such index no longer exists or if Page BBAM 1 no longer exists or

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accurately reflects the rate available to Administrative Agent in the London Interbank Market, Administrative Agent may select a replacement index or replacement page, as the case may be.

“LIBOR Loans” means any Loans, other than Swingline Loans, which accrue interest by reference to the LIBOR, in accordance with the terms of this Agreement.

“LIBOR Margin” means 4.50% per annum.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset.  For the purposes of this Agreement and the other Financing Documents, a Credit Party shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.

“Litigation” means any action, suit or proceeding before any court, mediator, arbitrator or Governmental Authority.

“Loan Account” has the meaning set forth in Section 2.16.

“Loans” means Term Loan B, the Revolving Loans and the Swingline Loans, or any combination of the foregoing, as the context may require.

“Major Casualty Proceeds” means (i) the aggregate insurance proceeds received in connection with one or more related events under any Property Insurance Policy or (ii) any award or other compensation with respect to any eminent domain, condemnation of property or similar proceedings (or any transfer or disposition of property in lieu of condemnation), if the amount of such aggregate insurance proceeds or award or other compensation exceeds $3,000,000.

“Margin Stock” has the meaning assigned thereto in Regulation U of the Federal Reserve Board.

“Material Adverse Effect” means, with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, a material adverse change in, or a material adverse effect upon, any of (i) the financial condition, operations, business or properties of the Credit Parties, taken as a whole, (ii) the material rights and remedies of Administrative Agent or Lenders under any Financing Document, or the ability of the Credit Parties, taken as a whole, to perform any of their obligations under the Financing Documents, (iii) the legality, validity or enforceability of any material provision of any Financing Document, or (iv) the existence, perfection or priority of any security interest granted in any Financing Document or the value of any material Collateral.

“Material Contracts” has the meaning set forth in Section 3.17.

“Maximum Lawful Rate” has the meaning set forth in Section 2.17(b).

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“▇▇▇▇▇▇▇ ▇▇▇▇▇” means ▇▇▇▇▇▇▇ ▇▇▇▇▇ Business Financial Services Inc. and its successors.

“Multiemployer Plan” means a multiemployer plan, that is intended to meet the definition set forth in Section 4001(a)(3) of ERISA, to which Borrower or any member of the Controlled Group has any liability.

“Net Cash Proceeds” means, with respect to any transaction or event, an amount equal to the cash proceeds received by any Credit Party from or in respect of such transaction or event (including proceeds of any non-cash proceeds of such transaction), less (i) any out-of-pocket expenses paid to a Person that are reasonably incurred by such Credit Party in connection therewith and (ii) in the case of an Asset Disposition, the amount of any Debt (other than the Obligations) secured by a Lien on the related asset and discharged from the proceeds of such Asset Disposition and any taxes (including transfer taxes) paid or reasonably estimated by the applicable Credit Party to be payable by such Person or its Affiliates in respect of such Asset Disposition (provided, that if the actual amount of taxes paid is less than the estimated amount, the difference shall immediately constitute Net Cash Proceeds).

“Net Revolving Facility Usage” means, as of any date of calculation, an amount (expressed as a positive or negative number, as applicable) equal to (i) the sum of the Revolving Loan Outstandings (excluding Letter of Credit Liabilities) plus the Swingline Loan Outstandings on such date minus (ii) the aggregate amount of unrestricted cash and Cash Equivalents of the Credit Parties on such date (reconciled for outstanding checks and similar items), in each case held in a depository account or investment account subject to a first priority Lien in favor of Administrative Agent and a springing blocked account or control agreement in favor of Administrative Agent.

“Non-Funding Revolving Lender” has the meaning set forth in Section 10.16.

“Notes” means the Term Notes B, the Revolving Loan Notes and the Swingline Loan Note, or any combination of the foregoing, as the context may require.

“Notice of Borrowing” means a notice of a Responsible Officer, appropriately completed and substantially in the form of Exhibit E hereto.

“Notice of LC Credit Event” means a notice from a Responsible Officer to Administrative Agent with respect to any issuance, increase or extension of a Letter of Credit specifying (i) the date of issuance or increase of a Letter of Credit, (ii) the identity of LC Issuer with respect to such Letter of Credit, (iii) the expiry date of such Letter of Credit, (iv) the proposed terms of such Letter of Credit, including the face amount; and (v) the transactions that are to be supported or financed with such Letter of Credit or increase thereof.

“Obligations” means all obligations, liabilities and indebtedness (monetary (including post-petition interest, whether or not allowed) or otherwise) of each Credit Party under this Agreement or any other Financing Document, in each case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.  In addition to, but without duplication of, the foregoing, the Obligations shall include, without limitation, all obligations, liabilities and indebtedness arising from or in

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connection with (i) all Support Agreements, (ii) all Lender Letters of Credit and (iii) all Swap Contracts entered into with any Eligible Swap Counterparty.

“OFAC” means the U.S. Department of Treasury Office of Foreign Assets Control.

“OFAC Lists” means, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Executive Orders.

“Offer to Purchase” means the Offer to Purchase and Consent Solicitation Statement dated December 20, 2007, delivered by Borrower and Palace Finance to the holders of the Existing Notes.

“Operative Documents” means the Financing Documents, the Acquisition Documents, the Offer to Purchase and the Subordinated Debt Documents.

“Ordinary Course of Business” means, in respect of any transaction involving any Credit Party, the ordinary course of such Credit Party’s business, as conducted by such Credit Party in accordance with past practices or in a manner reasonably related thereto.

“Organizational Documents” means, with respect to any Person other than a natural person, the documents by which such Person was organized (such as a certificate of incorporation, certificate of limited partnership or articles of organization, and including, without limitation, any certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of such Person (such as by-laws, a partnership agreement or an operating, limited liability company or members agreement).

“Palace Finance” means Palace Finance, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Borrower.

“Park” means any water park or family entertainment center now or hereafter owned and operated by Borrower or any of its Subsidiaries.

“Parent” means Centaur Luxco S.A.R.L., a Luxembourg entity.

“Participant” has the meaning set forth in Section 11.6(b).

“Payment Account” means the account specified on the signature pages hereof into which all payments by or on behalf of Borrower to Administrative Agent under the Financing Documents shall be made, or such other account as Administrative Agent shall from time to time specify by notice to Borrower.

“Payment Notification” means a written notification substantially in the form of Exhibit F hereto.

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“PBGC” means the Pension Benefit Guaranty Corporation and any Person succeeding to any or all of its functions under ERISA.

“Pension Plan” means any ERISA Plan that is subject to Section 412 of the Code or Title IV of ERISA.

“Permits” has the meaning set forth in Section 3.1.

“Permitted Acquisition” has the meaning set forth in Section 5.8(b).

“Permitted Contest” means a contest maintained in good faith by appropriate proceedings promptly instituted and diligently conducted and with respect to which such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made; provided that compliance with the obligation that is the subject of such contest is effectively stayed during such challenge.

“Permitted Liens” means Liens permitted pursuant to Section 5.2.

“Person” means any natural person, corporation, limited liability company, professional association, limited partnership, general partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any Governmental Authority.

“Pro Forma Acquisition EBITDA” has the meaning provided in the Compliance Certificate.

“Property Insurance Policy” means any insurance policy maintained by any Credit Party covering losses with respect to tangible real or personal property or improvements or losses from business interruption.

“Pro Rata Share” means (i) with respect to a Lender’s right to receive payments of principal and interest with respect to Term Loan B, the Term Loan B Commitment Percentage of such Lender, (ii) with respect to a Lender’s obligation to make Revolving Loans (including without limitation Overadvance Revolving Loans), to purchase interests and participations in Letters of Credit and related Support Agreement liabilities and obligations pursuant to Section 2.14(f), such Lender’s right to receive the unused line fee described in Section 2.12(b), and such Lender’s obligation to share in Letter of Credit Liabilities and to receive the related Letter of Credit fee described in Section 2.14(b), the Revolving Loan Commitment Percentage of such Lender, (iii) with respect to a Lender’s right to receive payments of principal and interest with respect to Revolving Loans, such Lender’s Revolving Loan Exposure with respect thereto and (iv) for all other purposes (including without limitation the indemnification obligations arising under Section 10.6) with respect to any Lender, the percentage obtained by dividing (A) the sum of the Revolving Loan Commitment Amount of such Lender (or, in the event the Revolving Loan Commitment shall have been terminated, such Lender’s then existing Revolving Loan Outstandings), plus such Lender’s then outstanding principal amount of Term Loan B by (B) the sum of the Revolving Loan Commitment (or, in the event the Revolving Loan Commitment shall have been terminated, the then existing Revolving Loan Outstandings) of all Lenders, plus the then outstanding principal amount of Term Loan B of all Lenders.

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“Purchase Agreement” has the meaning set forth in the Recitals to this Agreement.

“Purchaser” has the meaning set forth in the Recitals to this Agreement.

“RBS Restricted Distribution” has the meaning set forth in Section 5.4.

“Reimbursement Obligations” means, at any date, the obligations of Borrower then outstanding to reimburse (i) Administrative Agent for payments made by Administrative Agent under a Support Agreement and/or (ii) any LC Issuer, for payments made by such LC Issuer under a Lender Letter of Credit.

“Replacement Lender” has the meaning set forth in Section 11.6(c).

“Required Lenders” means, subject to the provisions of Section 10.13(d), at any time Lenders holding (i) more than sixty-six and two-thirds percent (66-2/3%) of the sum of the Revolving Loan Commitment and the outstanding principal balance of Term Loan B(or, at any time prior to the funding of Term Loan B, the aggregate Term Loan B commitments set forth on the Commitment Annex) (provided, that such percentage shall be reduced from “sixty-six and two-thirds percent (66-2/3%)” to “fifty percent (50%)” at any time if, at such time, no Lender, together with its Affiliates and Approved Funds, holds more than thirty-eight percent (38%) of the foregoing sum) or (ii) if the Revolving Loan Commitment has been terminated, more than sixty-six and two-thirds percent (66-2/3%) of the sum of (A) the then aggregate outstanding principal balance of the Loans plus (B) the then aggregate amount of Letter of Credit Liabilities (provided, that such percentage shall be reduced from “sixty-six and two-thirds percent (66-2/3%)” to “fifty percent (50%)” at any time if, at such time, no Lender, together with its Affiliates and Approved Funds, holds more than thirty-eight percent (38%) of the foregoing sum).

“Required Revolving Lenders” means, subject to the provisions of Section 10.13(d), at any time Revolving Lenders holding (i) more than sixty-six and two-thirds percent (66-2/3%) of the Revolving Loan Commitment (provided, that such percentage shall be reduced from “sixty-six and two-thirds percent (66-2/3%)” to “fifty percent (50%)” at any time if, at such time, no Lender, together with its Affiliates and Approved Funds, holds more than thirty-eight percent (38%) of the foregoing sum) or (ii) if the Revolving Loan Commitment has been terminated, more than sixty-six and two-thirds percent (66-2/3%) of the sum of (A) the then aggregate outstanding principal balance of the Revolving Loans plus (B) the then aggregate amount of Letter of Credit Liabilities (provided, that such percentage shall be reduced from “sixty-six and two-thirds percent (66-2/3%)” to “fifty percent (50%)” at any time if, at such time, no Lender, together with its Affiliates and Approved Funds, holds more than thirty-eight percent (38%) of the foregoing sum).

“Required Swap Contract” means any Swap Contract entered into to comply with the requirements of Section 4.9 regardless of whether such Swap Contract exceeds the minimum requirements set forth in Section 4.9.

“Responsible Officer” means any of the Chief Executive Officer, Chief Financial Officer or any other officer of Borrower acceptable to Administrative Agent.

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“Restricted Distribution” means as to any Person (i) any dividend or other distribution (whether in cash, Capital Stock or other property) on any equity interest in such Person (except those payable solely in Capital Stock of the same class) or (ii) any payment by such Person on account of (A) the purchase, redemption, retirement, defeasance, surrender, cancellation, termination or acquisition of any Capital Stock in such Person or any claim respecting the purchase or sale of any equity interest in such Person or (B) any option, warrant or other right to acquire any Capital Stock in such Person.

“Revolving Lender” means each Lender having a Revolving Loan Commitment Amount in excess of zero (or, in the event the Revolving Loan Commitment shall have been terminated at any time, each Lender at such time having Revolving Loan Outstandings in excess of zero).

“Revolving Loan Borrowing” means a borrowing of a Revolving Loan.

“Revolving Loan Commitment” means, as of any date of determination, the aggregate Revolving Loan Commitment Amounts of all Lenders as of such date.

“Revolving Loan Commitment Amount” means, as to any Lender, the dollar amount set forth opposite such Lender’s name on the Commitment Annex under the column “Revolving Loan Commitment Amount” (if such Lender’s name is not so set forth thereon, then the dollar amount on the Commitment Annex for the Revolving Loan Commitment Amount for such Lender shall be deemed to be zero), as such amount may be adjusted from time to time by any “Amounts Assigned” (with respect to such Lender’s portion of Revolving Loans outstanding and its commitment to make Revolving Loans) pursuant to the terms of any and all effective Assignment Agreements to which such Lender is a party.

“Revolving Loan Commitment Percentage” means, as to any Lender, (i) on the Closing Date, the percentage set forth opposite such Lender’s name on the Commitment Annex under the column “Revolving Loan Commitment Percentage” (if such Lender’s name is not so set forth thereon, then, on the Closing Date, such percentage for such Lender shall be deemed to be zero) and (ii) on any date following the Closing Date, the percentage equal to the Revolving Loan Commitment Amount of such Lender on such date divided by the aggregate Revolving Loan Commitment Amounts of all Lenders on such date.

“Revolving Loan Exposure” means, with respect to any Lender on any date of determination, the percentage equal to the amount of such Lender’s Revolving Loan Outstandings on such date divided by the aggregate Revolving Loan Outstandings of all Lenders on such date.

“Revolving Loan Limit” means, as of any date of calculation, the Revolving Loan Commitment minus the amount of Swingline Loan Outstandings.

“Revolving Loan Note” has the meaning set forth in Section 2.13.

“Revolving Loan Outstandings” means at any time of calculation (i) the sum of the then existing aggregate outstanding principal amount of Revolving Loans plus the then existing Letter of Credit Liabilities and (ii) when used with reference to any single Lender, the

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sum of the then existing outstanding principal amount of Revolving Loans advanced by such Lender plus the then existing Letter of Credit Liabilities for the account of such Lender.

“Revolving Loans” has the meaning set forth in Section 2.6.

“Security Documents” means any agreement, document or instrument executed concurrently herewith or at any time hereafter pursuant to which one or more Credit Parties or any other Person either (i) Guarantees payment or performance of all or any portion of the Obligations and/or (ii) provides, as security for all or any portion of the Obligations, a Lien on any of its assets in favor of Administrative Agent for its own benefit and the benefit of Lenders, as any or all of the same may be amended, supplemented, restated or otherwise modified from time to time.

“Seller” has the meaning set forth in the Recitals to this Agreement.

“Senior Debt” means, as of any date, Total Debt as of such date (but excluding Subordinated Debt).

“Senior Debt to EBITDA Ratio” means, as of any date, the ratio of Senior Debt as of such date to Adjusted EBITDA for the twelve-month period then ended.

“Settlement Date” has the meaning set forth in Section 10.13(a).

“Settlement Service” has the meaning set forth in Section 11.6(a).

“Solvent” means, with respect to any Person, that such Person (i) owns and will own assets the fair saleable value of which are (A) greater than the total amount of its liabilities (including the reasonably expected amount of Contingent Obligations) and (B) greater than the amount that will be required to pay the probable liabilities of its then existing debts as they become absolute and matured considering all financing alternatives and potential asset sales reasonably available to it, (ii) has capital that is not unreasonably small in relation to its business as presently conducted or after giving effect to any contemplated transaction and (iii) does not intend to incur and does not believe that it will incur debts beyond its ability to pay such debts as they become due.

“Stated Rate” has the meaning set forth in Section 2.17(b).

“Subordinated Debt” means Debt of Borrower owing to the Subordinated Debt Holders in an original principal amount of $61,500,000 (together with capitalized interest, fees, costs and other amounts) incurred pursuant to the terms of the Subordinated Debt Documents.

“Subordinated Debt Holders” means the holders of the Subordinated Notes (and their respective successors and assigns).

“Subordinated Debt Documents” means the Investment Agreement of even date herewith among Borrower and the Subordinated Debt Holders (the “Subordinated Purchase Agreement”), the Subordinated Notes issued thereunder and all guaranties issued thereunder, in each case as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

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“Subordinated Notes” means those Senior Subordinated Notes in the initial aggregate principal amount of $61,500,000 issued pursuant to the Subordinated Purchase Agreement.

“Subordination Agreement” means that certain Subordination and Intercreditor Agreement dated as of the Closing Date among Administrative Agent, the Credit Parties and the Subordinated Debt Holders, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“Subsidiary” means, with respect to any Person, (i) any corporation of which an aggregate of more than 50% of the outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, Capital Stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person or one or more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate the vote of more than 50% of such Capital Stock whether by proxy, agreement, operation of Law or otherwise, and (ii) any partnership or limited liability company in which such Person and/or one or more Subsidiaries of such Person shall have an interest (whether in the form of voting or participation in profits or capital contribution) of more than 50% or of which any such Person is a general partner or may exercise the powers of a general partner.  Unless the context otherwise requires, each reference to a Subsidiary shall be a reference to a Subsidiary of Borrower.

“Support Agreement” has the meaning set forth in Section 2.14(a).

“Supported Letter of Credit” means a Letter of Credit issued by an LC Issuer in reliance on one or more Support Agreements (for purposes hereof, each Existing Letter of Credit shall be deemed a Supported Letter of Credit).

“Swap Contract” means any “swap agreement”, as defined in Section 101 of the Bankruptcy Code.

“Swingline Lender” means ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any Lender expressly identified by ▇▇▇▇▇▇▇ ▇▇▇▇▇ as the Swingline Lender or, if ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall at any time resign as Swingline Lender, a Lender other ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ selected by Administrative Agent in its sole discretion and reasonably acceptable to Borrower.

“Swingline Loan” has the meaning set forth in Section 2.11(a).

“Swingline Loan Borrowing” means a borrowing of a Swingline Loan.

“Swingline Loan Limit” means, as of any date of calculation, the smaller of the following amounts: (i) $5,000,000 and (ii) the Revolving Loan Commitment minus the amount of Revolving Loan Outstandings.

“Swingline Loan Note” has the meaning set forth in Section 2.13.

“Swingline Loan Outstandings” means, at any time of calculation, the then existing aggregate outstanding principal amount of Swingline Loans.

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“Target” has the meaning set forth in Section 5.8(b).

“Taxes” has the meaning set forth in Section 2.18.

“Term Loan B” has the meaning set forth in Section 2.1.

“Term Loan B Commitment Percentage” means, as to any Lender, (i) on or prior to the Closing Date, the percentage set forth opposite such Lender’s name on the Commitment Annex under the column “Term Loan B Commitment Percentage” (if such Lender’s name is not so set forth thereon, then, on or prior to the Closing Date, such percentage for such Lender shall be deemed to be zero) and (ii) on any date following the Closing Date, the percentage equal to the principal amount of Term Loan B held by such Lender on such date divided by the aggregate principal amount of Term Loan B on such date.

“Term Note B” has the meaning set forth in Section 2.13.

“Termination Date” has the meaning set forth in Section 2.9(a).

“Threshold Amount” means, in connection with an Asset Disposition of a Park, an amount equal to the product of (i) EBITDA contributed by such Park for the most recent four quarter period preceding the date of such Asset Disposition for which information is available (calculated by Borrower in a manner reasonably satisfactory to Administrative Agent) (if a negative number, such amount shall be deemed to be zero) multiplied by (ii) the maximum Total Debt to EBITDA ratio permitted under Section 6.3 as of the last day of such four quarter period; provided, that for purposes of this clause (ii), the maximum Total Debt to EBITDA ratio at such time pursuant to Section 6.3 shall be deemed to be the maximum ratio at such time minus 0.25.

“Total Debt” has the meaning provided in the Compliance Certificate.

“Total Debt to EBITDA Ratio” has the meaning provided in the Compliance Certificate.

“UCC” means the Uniform Commercial Code of the State of New York or of any other state the Laws of which are required to be applied in connection with the perfection of security interests in any Collateral.

“Unapplied Excess Cash Flow” means, with respect to any Fiscal Year, the amount of Excess Cash Flow for such Fiscal Year less the portion thereof required to be applied as a prepayment of the Loans in accordance with Section 2.3(a).

“United States” means the United States of America.

“Wholly-Owned Domestic Subsidiary” means any Domestic Subsidiary which is a Wholly-Owned Subsidiary.

“Waterparks Division” means the operating division of Borrower and its Subsidiaries engaged in operating water parks.

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“Wholly-Owned Subsidiary” means, with respect to any Person, any Subsidiary of such Person of which all of the Capital Stock (other than, in the case of a corporation, directors’ qualifying shares, to the extent legally required) are directly or indirectly owned and controlled by such Person or one or more Wholly-Owned Subsidiaries of such Person.

Section 1.2            Accounting Terms and Determinations.

Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder (including without limitation determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP applied on a basis consistent with the most recent audited consolidated financial statements of Holdings and its Consolidated Subsidiaries delivered to Administrative Agent and Lenders.  If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrower or Required Lenders shall so request, Administrative Agent, Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Borrower shall provide to Administrative Agent and Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

Section 1.3            Other Definitional Provisions and References.

References in this Agreement to “Articles”, “Sections”, “Annexes”, “Exhibits” or “Schedules” shall be to Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement unless otherwise specifically provided.  Any term defined herein may be used in the singular or plural.  “Include”, “includes” and “including” shall be deemed to be followed by “without limitation”.  Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person.  References “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively.  Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds.  Time is of the essence in Borrower’s and each other Credit Party’s performance under this Agreement and all other Financing Documents.  All amounts used for purposes of financial calculations required to be made herein shall be without duplication.  References to any statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations.  References to any statute or act, without additional reference, shall be deemed to refer to federal statutes and acts of the United States.  References to any agreement, instrument or document shall include all schedules, exhibits, annexes and other attachments thereto.

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ARTICLE 2.
LOANS AND LETTERS OF CREDIT

Section 2.1            Term Loan B.

On the terms and subject to the conditions set forth herein, Lenders hereby agree to make a term loan to Borrower on the Closing Date in an original principal amount equal to $101,500,000 (“Term Loan B”).

Each Lender’s obligation to fund Term Loan B shall be limited to such Lender’s Term Loan B Commitment Percentage of Term Loan B, and no Lender shall have any obligation to fund any portion of Term Loan B required to be funded by any other Lender, but not so funded.  Borrower shall not have any right to reborrow any portion of Term Loan B which is repaid or prepaid from time to time.

Section 2.2            Scheduled Repayments.

There shall become due and payable, and Borrower shall repay Term Loan B through, scheduled payments on each date set forth below, each equal to the applicable installment amount set forth below (or, if less, the outstanding amount of Term Loan B):

Term Loan B

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Term Loan B

Notwithstanding the payment schedule set forth above, the outstanding principal amount of Term Loan B shall become immediately due and payable on the Termination Date.

Section 2.3            Mandatory Prepayments.

There shall become due and payable and Borrower shall prepay Term Loan B (and the Revolving Loans and Swingline Loans, to the extent required by Section 2.5(a)) in the following amounts and at the following times:

(a)           Excess Cash Flow.  On the one hundred twenty-fifth (125th) day following the last day of each Fiscal Year, beginning with the Fiscal Year ending September 30, 2008, an amount equal to fifty percent (50%) of Excess Cash Flow for such Fiscal Year (or, if shorter, for the period from October 1, 2007 through the last day of such Fiscal Year); provided that, during any Fiscal Year in which the Total Debt to EBITDA Ratio (determined for such Fiscal Year by reference to the most recent Compliance Certificate delivered pursuant to Section 4.1(b)) shall be less than 3.00:1.0, Borrower shall make prepayment in an amount equal to 25% of Excess Cash Flow for such Fiscal Year; provided, further, that no prepayment shall be required under this clause (a) in respect of any Fiscal Year for which Excess Cash Flow is less than $1,000,000; provided, further, that if Excess Cash Flow for any Fiscal Year is greater than $1,000,000 but less than $2,000,000, such prepayment shall be reduced (if necessary) to an amount such that Unapplied Excess Cash Flow for such Fiscal Year shall not be less than $1,000,000 after giving effect to such prepayment.

(b)           Casualty and Other Insurance Proceeds.  On the date on which any Credit Party (or Administrative Agent as loss payee or assignee) receives any Major Casualty Proceeds, an amount equal to one hundred percent (100%) of such Major Casualty Proceeds; provided, that, so long as no Default or Event of Default has occurred and is continuing, the recipient (other than Administrative Agent) of any Major Casualty Proceeds may reinvest the amount of such Major Casualty Proceeds within three hundred sixty (360) days of the receipt thereof (or within such longer period as may be agreed to in writing by Administrative Agent in its sole discretion), in replacement assets comparable to the assets giving rise to such Major Casualty Proceeds so long as (i) Borrower notifies Administrative Agent of such recipient’s intent to reinvest at the time such proceeds are received and (ii) such proceeds are paid to Administrative Agent and (1) are applied by Administrative Agent against the outstanding balance of the Revolving Loans (with a reserve in such amount to be established against the Revolving Loan Commitment until such time as Borrower reinvests such proceeds) and (2) at any time when the Revolving Loan balance has been reduced to zero, are held by Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to

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Administrative Agent) by Borrower with, and under the sole dominion and control of, Administrative Agent (at the request of Borrower, amounts so deposited shall be invested by Administrative Agent in Cash Equivalents and any earnings on such Cash Equivalents will be for the account of Borrower) until such time as Borrower reinvests such proceeds; provided, further, that the aggregate amount which may be reinvested by Borrower and its Subsidiaries pursuant to the preceding proviso may not exceed $5,000,000 in any Fiscal Year; provided, further, that if the applicable Credit Party does not intend to fully reinvest such Major Casualty Proceeds, or if the time period set forth in this sentence expires without such Credit Party having reinvested such Major Casualty Proceeds, Borrower shall prepay the Loans in an amount equal to such Major Casualty Proceeds (to the extent not reinvested or intended to be reinvested within such time period);

(c)           Debt and Equity Proceeds.  Upon receipt by any Credit Party of the proceeds from the incurrence of Debt or issuance of any Debt securities or Capital Stock (including for purposes hereof a contribution of additional paid-in capital) (so long as no Change of Control would result therefrom, other than (i) proceeds of Debt expressly permitted pursuant to Section 5.1, (ii) proceeds of the issuance of Capital Stock received on or before the Closing Date, (iii) proceeds from the issuance of Capital Stock to members of the management of any Credit Party or, so long as no Event of Default is then in existence, to any Person that on the Closing Date owns Capital Stock of Parent, (iv) proceeds of the issuance of Capital Stock to Borrower or any Wholly-Owned Subsidiary and (v) proceeds of the issuance of Capital Stock concurrently used to finance the consummation of a Permitted Acquisition), an amount equal to one hundred percent (100%) of the Net Cash Proceeds of such incurrence or issuance;

(d)           Asset Disposition Proceeds.  Upon receipt by any Credit Party of the proceeds of any Asset Disposition, an amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Asset Disposition; provided, that no prepayment shall be required pursuant to this Section 2.3(d) (i) unless and until the aggregate Net Cash Proceeds received during any Fiscal Year from Asset Dispositions exceeds $5,000,000 (in which case all Net Cash Proceeds in excess of such amount shall be used to make prepayments pursuant to this Section 2.3(d)) and (ii) in the case of an Asset Disposition of a Park, to the extent that the Net Cash Proceeds received from such Asset Disposition exceed the Threshold Amount (in which case, subject to clause (i) above, all Net Cash Proceeds from such Asset Disposition up to the Threshold Amount shall be used to make prepayments pursuant to this Section 2.3(d)), and provided, that, so long as no Default or Event of Default has occurred and is continuing, the recipient of such Net Cash Proceeds may reinvest the amount of such Net Cash Proceeds within three hundred sixty (360) days of the receipt thereof (or within such longer period as may be agreed to in writing by Administrative Agent in its sole discretion), in replacement fixed assets of a kind then used or usable in the business of such Credit Party (or to fund a Permitted Acquisition) so long as (i) Borrower notifies Administrative Agent of its intent to reinvest at the time such proceeds are received and (ii) such proceeds are paid to Administrative Agent and (1) are applied by Administrative Agent against the outstanding balance of the Revolving Loans (with a reserve in such amount to be established against the Revolving Loan Commitment until such time as Borrower reinvests such proceeds) and (2) at any time when the Revolving Loan balance has been reduced to zero, are held by Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to Administrative Agent) by Borrower with, and under the sole dominion and control of, Administrative Agent (at the request of Borrower, amounts so deposited shall be invested by Administrative Agent in Cash

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 Equivalents and any earnings on such Cash Equivalents will be for the account of Borrower) until such time as Borrower reinvests such proceeds.  If the applicable Credit Party does not intend to so reinvest such Net Cash Proceeds, or if the time period set forth in the immediately preceding sentence expires without such Credit Party having reinvested such Net Cash Proceeds, Borrower shall prepay the Loans in an amount equal to such Net Cash Proceeds; and

(e)           Extraordinary Receipts.  Upon receipt by any Credit Party of any Extraordinary Receipts, an amount equal to one hundred percent (100%) of such Extraordinary Receipts.

Section 2.4            Optional Prepayments of Term Loan B.

Subject to the provisions of Section 2.5(a) and Section 2.12(f)(iv), Borrower may from time to time, with at least two (2) Business Days (or such shorter period as may be agreed to by Administrative Agent in its sole discretion) prior delivery to Administrative Agent of an appropriately completed Payment Notification, prepay Term Loan B in whole or in part; provided that any such partial prepayment shall be in an amount equal to $100,000 or a higher integral multiple of $25,000.

Section 2.5            All Prepayments.

(a)           General Provisions.  Any prepayment of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall include interest on the principal amount being repaid and shall be subject to Section 2.12(f)(iv).  All prepayments of a Loan shall be applied first to that portion of such Loan comprised of Base Rate Loans and then to that portion of such Loan comprised of LIBOR Loans, in direct order of Interest Period maturities.  All prepayments of Term Loan B shall be applied to the remaining installments thereof in inverse order of maturity.  Following the payment in full of Term Loan B, any remaining amounts required by Section 2.3 to be used to prepay Term Loan B shall instead be applied first, as a repayment of the outstanding Revolving Loans and as a concurrent equivalent reduction of the Revolving Loan Commitment, pro rata among all Revolving Lenders in accordance with the applicable Revolving Loan Exposures and second, at any time the Revolving Loans have been repaid in full, as a repayment of the outstanding Swingline Loans.

Section 2.6            Revolving Loans and Borrowings.

On the terms and subject to the conditions set forth herein, each Lender severally agrees to make Loans to Borrower from time to time as set forth herein (each a “Revolving Loan”, and collectively, “Revolving Loans”) equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrower hereunder, provided that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit.  Within the foregoing limits, Borrower may borrow under this Section 2.6, may prepay or repay Revolving Loans from time to time and may reborrow Revolving Loans pursuant to this Section 2.6.

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Section 2.7            [Reserved]

Section 2.8            Advancing Revolving Loans.

(a)           Notice of Borrowing.  Borrower shall deliver to Administrative Agent a Notice of Borrowing with respect to each proposed Revolving Loan Borrowing (other than Revolving Loans made pursuant to Section 2.8(b) below), such Notice of Borrowing to be delivered no later than noon (Chicago time) (i) on the day of such proposed borrowing, in the case of Base Rate Loans in an aggregate principal amount equal to or less than $5,000,000, (ii) on the Business Day prior to such proposed borrowing, in the case of Base Rate Loans in an aggregate principal amount greater than $5,000,000 and (iii) on the third (3rd) Business Day prior to such proposed borrowing, in the case of all LIBOR Loans.  Once given, except as provided in Section 2.12(f)(ii), a Notice of Borrowing shall be irrevocable and Borrower shall be bound thereby.

(b)           Authority on Notice. Borrower hereby authorizes Lenders and Administrative Agent to make Revolving Loans (other than LIBOR Loans) based on telephonic notices made by any Person which Administrative Agent, in good faith, believes to be acting on behalf of Borrower.  Borrower agrees to deliver to Administrative Agent a Notice of Borrowing in respect of each Revolving Loan requested by telephone no later than one Business Day following such request.  If the Notice of Borrowing differs in any respect from the action taken by Administrative Agent and Lenders, the records of Administrative Agent and Lenders shall govern absent manifest error.  Borrower further hereby authorizes Lenders and Administrative Agent to make Revolving Loans based on electronic notices made by any Person which Administrative Agent, in good faith, believes to be acting on behalf of Borrower, but only after Administrative Agent shall have established procedures acceptable to Administrative Agent for accepting electronic Notices of Borrowing, as indicated by Administrative Agent’s written confirmation thereof.

(c)           Authority to Advance Revolving Loans. Borrower and each Revolving Lender hereby authorizes Administrative Agent to make Revolving Loans (which shall be Base Rate Loans) on behalf of Revolving Lenders, at any time in its sole discretion, (i) as provided in Section 2.11(b), with respect to obligations of Revolving Lenders arising in respect of Swingline Loans, (ii) as provided in Section 2.14(c), with respect to obligations arising under Support Agreements and/or Lender Letters of Credit, and (iii) to pay principal owing in respect of the Loans (excluding principal payments in respect of the Term Loans, commencing one Business Day following receipt by Administrative Agent of a written notice from any Lender, in accordance with the provisions of Section 10.11, of the occurrence of an Event of Default) and interest, fees, expenses and other charges payable by any Credit Party from time to time under this Agreement or any other Financing Document, so long as, in each case, after giving effect to any such Revolving Loans pursuant to this clause (iii), the Revolving Loan Outstandings do not exceed the Revolving Loan Limit; provided, that Administrative Agent shall have no obligation at any time to make any Revolving Loan pursuant to the provisions of the preceding clause (iii).  Administrative Agent shall have the right to make Revolving Loans pursuant to the provisions of this clause Section 2.8(c) regardless of whether the conditions precedent set forth in Section 7.2 are then satisfied, including the existence of any Default or Event of Default either before or after giving effect to the making of such Revolving Loans.

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Section 2.9            Mandatory Revolving Loan Repayments and Prepayments.

(a)           Repayment Upon Termination Date. The Revolving Loan Commitment shall terminate upon the earlier to occur of (i) the Commitment Expiry Date and (ii) any date on which Administrative Agent or Required Lenders elect to terminate the Revolving Loan Commitment pursuant to Section 8.2 (such earlier date being the “Termination Date”).  On the Termination Date, there shall become due, and Borrower shall pay the entire outstanding principal amount of each Revolving Loan and of each Swingline Loan, together with accrued and unpaid Obligations pertaining thereto.

(b)           Repayment of Overadvances.  If at any time the Revolving Loan Outstandings exceed the Revolving Loan Limit, then, on the next succeeding Business Day, Borrower shall repay the Revolving Loans and/or Swingline Loans, cash collateralize Letter of Credit Liabilities in the manner specified in Section 2.14(e) or cause the cancellation of outstanding Letters of Credit, or any combination of the foregoing, in an aggregate amount equal to such excess.

Section 2.10         Optional Prepayments of Revolving Loans.

Subject to the provisions of Section 2.12(f)(iv), Borrower may from time to time prepay the Revolving Loans and/or Swingline Loans in whole or in part (without reduction of the Revolving Loan Commitment); provided that any such partial prepayment shall be in an amount equal to $100,000 or a higher integral multiple of $25,000.

Section 2.11         Swingline Loans.

(a)           Advances of Swingline Loans.  Swingline Lender may, from time to time, at its sole election and without prior notice to or consent by any Lender or Borrower, convert any request or deemed request by Borrower for a Revolving Loan that is a Base Rate Loan into a request for an advance made by, and for the account of, Swingline Lender in accordance with the terms of this Agreement (each such advance, a “Swingline Loan”).  Each Swingline Loan shall be a Base Rate Loan, and shall be advanced by Swingline Lender in the same manner as Revolving Loans are advanced hereunder, in accordance with the provisions of Section 2.8(b).  Swingline Lender shall have the right (but not the obligation) to advance Swingline Loans regardless of whether the conditions precedent set forth in Section 7.2 are then satisfied, including the existence of any Default or Event of Default either before or after giving effect to the making of such Swingline Loan; provided, that Swingline Lender shall not advance any Swingline Loan if, to the knowledge of Swingline Lender, the Swingline Loan Outstandings exceed the Swingline Loan Limit, either before or after giving effect to the making of any proposed Swingline Loan.  If at any time the Swingline Loan Outstandings exceed the Swingline Loan Limit, then, on the next succeeding Business Day, Borrower shall repay Revolving Loans and/or Swingline Loans, cash collateralize Letter of Credit Liabilities in the manner specified in Section 2.14(e) or cause the cancellation of outstanding Letters of Credit, or any combination of the foregoing, in an aggregate amount equal to such excess.

(b)           Settlement of Swingline Loans. Swingline Lender shall give Administrative Agent prompt notice of each Swingline Loan advanced by Swingline Lender.  In the event that on any Business Day Swingline Lender desires that all or any portion of the

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outstanding Swingline Loans should be reduced, in whole or in part, Swingline Lender shall notify Administrative Agent to that effect and indicate the portion of the Swingline Loan to be so reduced.  Swingline Lender hereby agrees that it shall notify Administrative Agent to reduce the Swingline Loan to zero at least once every month.  Administrative Agent agrees to transmit to Revolving Lenders the information contained in each notice received by Administrative Agent from Swingline Lender regarding the reduction of outstanding Swingline Loans and shall concurrently notify such Lenders of each such Lender’s Pro Rata Share of the obligation to make a Revolving Loan to repay outstanding Swingline Loans (or the applicable portion thereof).  Each Revolving Lender hereby unconditionally and irrevocably agrees to fund to the Payment Account, for the benefit of Swingline Lender, not later than noon (Chicago time) on the Business Day immediately following the Business Day of such Lender’s receipt of such notice from Administrative Agent (provided that if any Revolving Lender shall receive such notice at or prior to 10:00 a.m. (Chicago time) on a Business Day, such funding shall be made by such Lender on such Business Day), such Lender’s Pro Rata Share of a Revolving Loan (which Revolving Loan shall be a Base Rate Loan and shall be deemed to be requested by Borrower) in the principal amount equal to the portion of the Swingline Loan which is required to be paid to Swingline Lender under this Section 2.11.  The proceeds of any such Revolving Loans so funded shall be immediately paid over to Administrative Agent for the benefit of Swingline Lender for application against then outstanding Swingline Loans.  For purposes of this Section 2.11(b) Swingline Lender shall be conclusively entitled to assume that, at the time of the advance of any Swingline Loan, each Revolving Lender will fund its Pro Rata Share of the Revolving Loans provided for in this Section 2.11(b).

(c)           Participations in Swingline Loans.  In the event that, at any time any Swingline Loans are outstanding, either (i) an Event of Default pursuant to Section 8.1(f) or 8.1(g) has occurred or (ii) the Revolving Loan Commitment has been suspended or terminated in accordance with the provisions of this Agreement, then in either case, each Revolving Lender (other than Swingline Lender) shall be deemed to have irrevocably and immediately purchased and received from Swingline Lender, without recourse or warranty, an undivided interest and participation in the Swingline Loans in an aggregate amount equal to such Lender’s Pro Rata Share of each Swingline Loan outstanding.  Any purchase obligation arising pursuant to the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstances whatsoever.  In the event that on any Business Day Swingline Lender desires to effect settlement of any such purchase, Swingline Lender shall promptly notify Administrative Agent to that effect and indicate the payment amounts required by each Lender to effect such settlement.  Administrative Agent agrees to transmit to Revolving Lenders the information contained in each notice received by Administrative Agent from Swingline Lender and shall concurrently notify such Lenders of each such Lender’s Pro Rata Share of the required payment settlement amount.  Each such Lender shall effect such settlement upon receipt of any such notice by transferring to the Payment Account not later than noon (Chicago time) on the Business Day immediately following the Business Day of receipt of such notice (provided that if any such Lender shall receive such notice at or prior to 10:00 a.m. (Chicago time) on a Business Day, such funding shall be made by such Lender on such Business Day), an amount equal to such Lender’s participation in the Swingline Loan.

(d)           Failure to Settle.  In the event any Revolving Lender fails to make available to Administrative Agent when due the amount of such Lender’s participation in the Swingline Loans, Swingline Lender shall be entitled to recover such amount on demand from

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such Lender together with interest at the Federal Funds Rate, for the first three (3) days following the due date, and thereafter at the Base Rate plus the Base Rate Margin in respect of Swingline Loans.  Any Lender’s failure to make any payment requested under this Section 2.11 shall not relieve any other Lender of its obligations hereunder, but no Lender shall be responsible for the failure of any other Lender to make available to Administrative Agent such other Lender’s required payment hereunder.  The obligations of Lenders under this Section 2.11 shall be deemed to be binding upon Administrative Agent, Swingline Lender and Lenders notwithstanding the occurrence of any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to Borrower or any other Credit Party.

Section 2.12         Interest, Interest Calculations and Certain Fees.

(a)           Interest.  From and following the Closing Date, depending upon Borrower’s election from time to time, subject to the terms hereof, to have portions of the Loans accrue interest determined by reference to the Base Rate or the LIBOR, the Loans and the other Obligations shall bear interest at the applicable rates set forth below:

(i)            If a Base Rate Loan, or any other Obligation other than a LIBOR Loan, then at the sum of the Base Rate plus the applicable Base Rate Margin.

(ii)           If a LIBOR Loan, then at the sum of the LIBOR plus the applicable LIBOR Margin.

(b)           Unused Line Fee.  From and following the Closing Date, Borrower shall pay Administrative Agent, for the benefit of all Lenders committed to make Revolving Loans, in accordance with their respective Pro Rata Shares, a fee in an amount equal to (i) the Revolving Loan Commitment less the average daily balance of the sum of the Revolving Loan Outstandings plus the Swingline Loan Outstandings during the preceding month, multiplied by (ii) one-half of one percent (0.50%) per annum.  Such fee is to be paid monthly in arrears on the last day of each month.

(c)           Agent’s Fees and Certain Other Fees.  Borrower shall pay to Administrative Agent fees in such amounts and at such times as set forth in the Fee Letter.  If the Revolving Loan Commitment Amount and/or Term Loan B is increased within one hundred eighty (180) days following the Closing Date in connection with the consummation of a Permitted Acquisition requiring the approval of Required Lenders in accordance with Section 5.8(b), then any fees payable to the Lenders on their existing Revolving Commitment Amounts and their existing Pro Rata Shares of Term Loan B (in each case prior to giving effect to any such increase) in connection therewith shall be limited to one-quarter of one percent (0.25%) of the aggregate amount of such existing Revolving Commitment Amounts and Pro Rata Shares.

(d)           [Reserved].

(e)           Computation of Interest and Related Fees.  All interest and fees under each Financing Document shall be calculated on the basis of a 360-day year for the actual number of days elapsed; provided that interest on Base Rate Loans shall be calculated on the basis of a 365-366-day year for the actual number of days elapsed.  The date of funding of a Base Rate Loan and the first day of an Interest Period with respect to a LIBOR Loan shall be included

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in the calculation of interest.  The date of payment of a Base Rate Loan and the last day of an Interest Period with respect to a LIBOR Loan shall be excluded from the calculation of interest.  If a Loan is repaid on the same day that it is made, one (1) day’s interest shall be charged.  Interest on all Base Rate Loans is payable in arrears on the last day of each calendar month and on the maturity of such Loans, whether by acceleration or otherwise.  Interest on LIBOR Loans shall be payable on the last day of the applicable Interest Period, unless the Interest Period is greater than three (3) months, in which case interest will be payable on the last day of each three (3) month interval.  In addition, interest on LIBOR Loans is due on the maturity of such Loans, whether by acceleration or otherwise.

(f)            LIBOR Provisions.

(i)            LIBOR Election.  All Loans made on the Closing Date shall be Base Rate Loans and shall remain so until three (3) Business Days after the Closing Date.  Thereafter, subject to the provisions of Section 8.4, Borrower may request that Revolving Loans permitted to be made hereunder be LIBOR Loans, that outstanding portions of Revolving Loans permitted to be made hereunder and outstanding portions of each Term Loan be converted to LIBOR Loans and that all or any portion of a LIBOR Loan be continued as a LIBOR Loan upon expiration of the applicable Interest Period; provided that until the earlier of ninety (90) days after the Closing Date and the completion of a Successful Syndication (as defined in the Fee Letter), Borrower may not request any LIBOR Loan with an Interest Period exceeding one (1) Business Day.  Any such request will be made by submitting a Notice of Borrowing to Administrative Agent.  Once given, and except as provided in clause (ii) below, a Notice of Borrowing shall be irrevocable and Borrower shall be bound thereby.  Upon the expiration of an Interest Period, in the absence of a new Notice of Borrowing submitted to Administrative Agent not less than three (3) Business Days prior to the end of such Interest Period, the LIBOR Loan then maturing shall be automatically converted to a Base Rate Loan.  There may be no more than ten (10) LIBOR Loans outstanding at any one time.  Each request for a LIBOR Loan, whether by original issuance, conversion or continuation, shall be in a minimum amount of $1,000,000 and, if in excess of such amount, in an integral multiple of $100,000 in excess of such amount.  Loans which are not requested as LIBOR Loans in accordance with this Section 2.12(f)(i) shall be Base Rate Loans.  Administrative Agent shall notify Lenders, by telephonic or facsimile notice, of each Notice of Borrowing received by Administrative Agent not less than two (2) Business Days prior to the first day of the Interest Period of the LIBOR Loan requested thereby.

(ii)           Inability to Determine LIBOR.  In the event, prior to commencement of any Interest Period relating to a LIBOR Loan, Administrative Agent shall determine or be notified by Required Lenders that adequate and reasonable methods do not exist for ascertaining LIBOR, Administrative Agent shall promptly provide notice of such determination to Borrower and Lenders (which shall be conclusive and binding on Borrower and Lenders).  In such event (A) any request for a LIBOR Loan or for a conversion to or continuation of a LIBOR Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (B) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan and (C) the obligations of Lenders to make LIBOR Loans shall be suspended until Administrative Agent or Required Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Administrative Agent shall so notify Borrower and Lenders.

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(iii)          Illegality.  Notwithstanding any other provisions hereof, if any Law shall make it unlawful for any Lender to make, fund or maintain LIBOR Loans, such Lender shall promptly give notice of such circumstances to Administrative Agent, Borrower and the other Lenders.  In such an event, (A) the commitment of such Lender to make LIBOR Loans, continue LIBOR Loans as LIBOR Loans or convert Base Rate Loans to LIBOR Loans shall be immediately suspended and (B) such Lender’s outstanding LIBOR Loans shall be converted automatically to Base Rate Loans on the last day of the Interest Period thereof or at such earlier time as may be required by Law.

(iv)          LIBOR Breakage Fee.  Upon (A) any default by Borrower in making any borrowing of, conversion into or continuation of any LIBOR Loan following Borrower’s delivery to Administrative Agent of any applicable Notice of Borrowing or (B) any payment of a LIBOR Loan on any day that is not the last day of the Interest Period applicable thereto (regardless of the source of such prepayment and whether voluntary, by acceleration or otherwise), Borrower shall promptly pay Administrative Agent, for the benefit of all Lenders that funded or were prepared to fund any such LIBOR Loan, an amount equal to the amount of any losses, expenses and liabilities (including, without limitation, any loss (including interest paid) in connection with the re-employment of such funds) that any Lender may sustain as a result of such default or such payment.  For purposes of calculating amounts payable to a Lender under this paragraph, each Lender shall be deemed to have actually funded its relevant LIBOR Loan through the purchase of a deposit bearing interest at LIBOR in an amount equal to the amount of that LIBOR Loan and having a maturity and repricing characteristics comparable to the relevant Interest Period; provided, however, that each Lender may fund each of its LIBOR Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection.

(v)           Increased Costs.  If, after the Closing Date, the adoption or taking effect of, or any change in, any Law, or any change in the interpretation, administration or application of any Law by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or compliance by any Lender with any request, guideline or directive (whether or not having the force of Law) of any such authority, central bank or comparable agency:  (A) shall impose, modify or deem applicable any reserve (including any reserve imposed by the Board of Governors of the Federal Reserve System, or any successor thereto, but excluding any reserve included in the determination of the LIBOR pursuant to the provisions of this Agreement), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by any Lender, or (B) shall impose on any Lender any other condition affecting its LIBOR Loans, any of its Notes (if any) or its obligation to make LIBOR Loans; and the result of anything described in clauses (A) and (B) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under any of its Notes (if any) with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is two hundred seventy (270) days prior to the date on which such Lender first made demand therefor.

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Section 2.13         Notes.

The portion of Term Loan B made by each Lender shall be evidenced, if so requested by such Lender, by a promissory note executed by Borrower (a “Term Note B”) and the portion of the Revolving Loans made by each Lender shall be evidenced, if so requested by such Lender, by a promissory note executed by Borrower (a “Revolving Loan Note”) in an original principal amount equal to such Lender’s Pro Rata Share of Term Loan B and the Revolving Loan Commitment, respectively.  The Swingline Loans made by Swingline Lender shall be evidenced, if so requested by Swingline Lender, by a promissory note executed by Borrower (a “Swingline Loan Note”) in an original principal amount equal to the amount identified in clause (i) of the definition of Swingline Loan Limit.

Section 2.14         Letters of Credit and Letter of Credit Fees.

(a)           Letter of Credit.  On the terms and subject to the conditions set forth herein, the Revolving Loan Commitment may be used by Borrower, in addition to the making of Revolving Loans hereunder, for the issuance, prior to the Termination Date, by Administrative Agent, of letters of credit, guarantees or other agreements or arrangements (each, together with any letter of credit issued by Administrative Agent in favor of GE Capital with respect to the Existing Letters of Credit, a “Support Agreement”) to induce an LC Issuer to issue or increase the amount of, or extend the expiry date of, one or more Letters of Credit and by a Lender, identified by Administrative Agent, as an LC Issuer, of one or more Lender Letters of Credit, so long as, in each case:

(i)            Administrative Agent shall have received a Notice of LC Credit Event at least two (2) Business Days before the relevant date of issuance, increase or extension; and

(ii)           after giving effect to such issuance, increase or extension, (A) the aggregate Letter of Credit Liabilities does not exceed $15,000,000 and (B) the Revolving Loan Outstandings do not exceed the Revolving Loan Limit.

Nothing in this Agreement shall be construed to obligate any Lender to issue, increase the amount of or extend the expiry date of any letter of credit, which act or acts, if any, shall be subject to agreements to be entered into from time to time between Borrower and such Lender.  Each Lender that is an LC Issuer hereby agrees to give Administrative Agent prompt written notice of each issuance of a Lender Letter of Credit by such Lender and each payment made by such Lender in respect of Lender Letters of Credit issued by such Lender.

(b)           Letter of Credit Fee.  Borrower shall pay to Administrative Agent, for the benefit of Revolving Lenders, a letter of credit fee with respect to the Letter of Credit Liabilities for each Letter of Credit, computed for each day from the date of issuance of such Letter of Credit to the date that is the last day a drawing is available under such Letter of Credit, at a rate per annum equal to the LIBOR Margin then applicable to Revolving Loans.  Such fee shall be payable in arrears on the last day of each calendar month prior to the Termination Date and on such date.  In addition, Borrower agrees to pay promptly to LC Issuer any fronting or other fees that it may charge in connection with any Letter of Credit.

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(c)           Reimbursement Obligations of Borrower.  If the Administrative Agent shall make a payment to an LC Issuer (or, in the case of the Existing Letters of Credit, to GE Capital) pursuant to a Support Agreement, or any Lender shall notify Administrative Agent that it has made payment in respect of a Lender Letter of Credit, (i) Borrower shall promptly reimburse Administrative Agent or such Lender, as applicable, for the amount of such payment and (ii) Borrower shall be deemed to have immediately requested that Revolving Lenders make a Revolving Loan, which shall be a Base Rate Loan, in a principal amount equal to the amount of such payment (but solely to the extent Borrower shall have failed to directly reimburse Administrative Agent or, with respect to Lender Letters of Credit, the applicable LC Issuer, for the amount of such payment).  Administrative Agent shall promptly notify Revolving Lenders of any such deemed request and each Revolving Lender hereby agrees to make available to Administrative Agent not later than noon (Chicago time) on the Business Day following such notification from Administrative Agent such Revolving Lender’s Pro Rata Share of such Revolving Loan.  Each Revolving Lender hereby absolutely and unconditionally agrees to fund such Revolving Lender’s Pro Rata Share of the Loan described in the immediately preceding sentence, unaffected by any circumstance whatsoever, including (without limitation) (A) the occurrence and continuance of a Default or Event of Default, (B) the fact that, whether before or after giving effect to the making of any such Revolving Loan, the Revolving Loan Outstandings exceed or will exceed the Revolving Loan Limit and/or (C) the non-satisfaction of any conditions set forth in Section 8.2.  Administrative Agent hereby agrees to apply the gross proceeds of each Revolving Loan deemed made pursuant to this Section 2.14(c) in satisfaction of Borrower’s reimbursement obligations arising pursuant to this Section 2.14(c).  Borrower shall pay interest, on demand, on all amounts so paid by Administrative Agent for each day until Borrower reimburses Administrative Agent therefor at a rate per annum equal to the then current interest rate applicable to Revolving Loans (which are Base Rate Loans) for such day.

(d)           Reimbursement and Other Payments by Borrower.  The obligations of Borrower to reimburse Administrative Agent and/or the applicable LC Issuer pursuant to Section 2.14(c) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including the following:

(i)            any lack of validity or enforceability of, or any amendment or waiver of or any consent to departure from, any Letter of Credit or any related document;

(ii)           the existence of any claim, set-off, defense or other right which Borrower may have at any time against the beneficiary of any Letter of Credit, LC Issuer (including any claim for improper payment), Administrative Agent, any Lender or any other Person, whether in connection with any Financing Document or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(iii)          any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;

(iv)          any affiliation between LC Issuer and Administrative Agent; or

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(v)           to the extent permitted under applicable Law, any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

(e)           Deposit Obligations of Borrower.  In the event any Letters of Credit are outstanding at the time that Borrower prepays or is required to repay the Obligations or the Revolving Loan Commitment is terminated, Borrower shall (i) deposit with Administrative Agent for the benefit of all Revolving Lenders cash in an amount equal to one hundred five percent (105%) of the aggregate outstanding Letter of Credit Liabilities to be available to Administrative Agent, for its benefit and the benefit of issuers of Lender Letters of Credit, to reimburse payments of drafts drawn under such Letters of Credit and pay any fees and expenses related thereto and (ii) prepay the fee payable under Section 2.14(b) with respect to such Letters of Credit for the full remaining terms of such Letters of Credit.  Upon termination of any such Letter of Credit and provided no Event of Default then exists, the unearned portion of such prepaid fee attributable to such Letter of Credit shall be refunded to Borrower, together with the deposit described in the preceding clause (i) attributable to such Letter of Credit, but only to the extent not previously applied by Administrative Agent in the manner described herein.

(f)            Participations in Support Agreements and Lender Letters of Credit.

(i)            Concurrently with the issuance of each Supported Letter of Credit, Administrative Agent shall be deemed to have sold and transferred to each Revolving Lender, and each such Revolving Lender shall be deemed irrevocably and immediately to have purchased and received from Administrative Agent, without recourse or warranty, an undivided interest and participation in, to the extent of such Lender’s Pro Rata Share, Administrative Agent’s Support Agreement liabilities and obligations in respect of such Letters of Credit and Borrower’s Reimbursement Obligations with respect thereto.  Concurrently with the issuance of each Lender Letter of Credit, the LC Issuer in respect thereof shall be deemed to have sold and transferred to each Revolving Lender, and each such Revolving Lender shall be deemed irrevocably and immediately to have purchased and received from such LC Issuer, without recourse or warranty, an undivided interest and participation in, to the extent of such Lender’s Pro Rata Share, such Lender Letter of Credit and Borrower’s Reimbursement Obligations with respect thereto.  Any purchase obligation arising pursuant to the immediately two preceding sentences shall be absolute and unconditional and shall not be affected by any circumstances whatsoever.

(ii)           If either (A) (1) Administrative Agent makes any payment or disbursement under any Support Agreement and/or (2) an LC Issuer makes any payment or disbursement under any Lender Letter of Credit, and Borrower has not reimbursed Administrative Agent or, as applicable, the applicable LC Issuer with respect to any Lender Letter of Credit in full for such payment or disbursement in accordance with Section 2.14(c), or (B) any reimbursement received by Administrative Agent or any LC Issuer from any Credit Party is or must be returned or rescinded upon or during any bankruptcy or reorganization of any Credit Party or otherwise, each Revolving Lender shall be irrevocably and unconditionally obligated to pay to Administrative Agent, or the applicable LC Issuer, as applicable, its Pro Rata Share of such payment or disbursement (but no such payment shall diminish the Obligations of Borrower under Section 2.14(c)).  To the extent any such Revolving Lender shall not have made such amount available to Administrative Agent, or the applicable LC Issuer, as applicable, by noon (Chicago time) on the Business Day on which such Lender receives notice from

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Administrative Agent, or the applicable LC Issuer, as applicable, of such payment or disbursement, such Lender agrees to pay interest on such amount to Administrative Agent, or the applicable LC Issuer, as applicable, forthwith on demand accruing daily at the Federal Funds Rate, for the first three (3) days following such Lender’s receipt of such notice, and thereafter at the Base Rate plus the Base Rate Margin in respect of Revolving Loans.  Any such Revolving Lender’s failure to make available to Administrative Agent or the applicable LC Issuer, as applicable, its Pro Rata Share of any such payment or disbursement shall not relieve any other Lender of its obligation hereunder to make available such other Revolving Lender’s Pro Rata Share of such payment, but no Revolving Lender shall be responsible for the failure of any other Lender to make available such other Lender’s Pro Rata Share of any such payment or disbursement.

Section 2.15         General Provisions Regarding Payment.

All payments to be made by Borrower under any Financing Document, including payments of principal and interest made hereunder and pursuant to any other Financing Document, and all fees, expenses, indemnities and reimbursements, shall be made without set-off or counterclaim.  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 and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension (it being understood and agreed that, solely for purposes of calculating financial covenants and computations contained herein and determining compliance therewith, if payment is made, in full, on any such extended due date, such payment shall be deemed to have been paid on the original due date without giving effect to any extension thereto).  Any payments received in the Payment Account before noon (Chicago time) on any date shall be deemed received by Administrative Agent on such date, and any payments received in the Payment Account after noon (Chicago time) on any date shall be deemed received by Administrative Agent on the next succeeding Business Day.  In the absence of receipt by Administrative Agent of an appropriately completed Payment Notification at least two (2) Business Days prior to such prepayment, Borrower and each Lender hereby authorize and direct Administrative Agent, subject to the provisions of Section 8.6 hereof, to apply such prepayment against then outstanding Revolving Loans, and second, if no Revolving Loans are then outstanding, pro rata against all outstanding Term Loans in accordance with the provisions of Section 2.5; provided, that (i) if Administrative Agent receives an appropriately completed Payment Notification within two (2) Business Days after making any such payment, Administrative Agent may (and shall be fully authorized by Borrower and each Lender) to apply such amounts received in accordance with the terms of such Payment Notification and to make any corresponding Loan Account reversals in respect thereof and (ii) if Administrative Agent at any time determines that payments received by Administrative Agent were in respect of a mandatory prepayment event, Administrative Agent shall apply such payments in accordance with the provisions of Section 2.5, and shall be fully authorized by Borrower and each Lender to make any corresponding Loan Account reversals in respect thereof.

Section 2.16         Loan Account.

Administrative Agent shall maintain a loan account (the “Loan Account”) on its books to record Loans and other extensions of credit made by Lenders hereunder or under any other Financing Document, and all payments thereon made by Borrower.  All entries in the Loan

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Account shall be made in accordance with Administrative Agent’s customary accounting practices as in effect from time to time.  The balance in the Loan Account, as recorded on Administrative Agent’s most recent printout or other written statement, shall be conclusive and binding evidence of the amounts due and owing to Administrative Agent by Borrower absent clear and convincing evidence to the contrary; provided that any failure to so record or any error in so recording shall not limit or otherwise affect Borrower’s duty to pay all amounts owing hereunder or under any other Financing Document.  Unless Borrower notifies Administrative Agent of any objection to any such printout or statement (specifically describing the basis for such objection) within thirty (30) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein.

Section 2.17         Maximum Interest.

(a)           Applicable Limit.  In no event shall the interest charged with respect to the Notes (if any) or any other obligations of Borrower under any Financing Document exceed the maximum amount permitted under the laws of the State of New York or of any other applicable jurisdiction.

(b)           Maximum Lawful Rate.  Notwithstanding anything to the contrary herein or elsewhere, if at any time the rate of interest payable hereunder or under any Note or other Financing Document (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable.  Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply.

(c)           Application of Excess Interest.  In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of the Loans or to other amounts (other than interest) payable hereunder, and if no such principal or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower.  In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, 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.

Section 2.18         Taxes.

(a)           Gross Up for Taxes.  All payments of principal and interest on the Loans and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp, documentary, property or franchise taxes and other taxes, fees, duties, levies, assessments, withholdings or other charges of any nature

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whatsoever (including interest and penalties thereon) imposed by any taxing authority, excluding taxes imposed on or measured by Administrative Agent’s or any Lender’s net income by the jurisdiction under which Administrative Agent or such Lender is organized or conducts business (other than solely as the result of entering into any of the Financing Documents or taking any action thereunder) (all non-excluded items being called “Taxes”).  If any withholding or deduction from any payment to be made by Borrower hereunder is required in respect of any Taxes pursuant to any applicable Law, then Borrower will  (i) pay directly to the relevant authority the full amount required to be so withheld or deducted, (ii) promptly forward to Administrative Agent an official receipt or other documentation satisfactory to Administrative Agent evidencing such payment to such authority, and (iii) pay to Administrative Agent for the account of Administrative Agent and Lenders such additional amount or amounts as is necessary to ensure that the net amount actually received by Administrative Agent and each Lender will equal the full amount Administrative Agent and such Lender would have received had no such withholding or deduction been required.  If any Taxes are directly asserted against Administrative Agent or any Lender with respect to any payment received by Administrative Agent or such Lender hereunder, Administrative Agent or such Lender may pay such Taxes and Borrower will promptly pay such additional amounts (including any penalty, interest or expense) as is necessary in order that the net amount received by such Person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Person would have received had such Taxes not been asserted so long as such amounts have accrued on or after the day which is two hundred seventy (270) days prior to the date on which Administrative Agent or such Lender first made demand therefor.

(b)           Interest and Penalties.  If Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to Administrative Agent, for the account of Administrative Agent and the respective Lenders, the required receipts or other required documentary evidence, Borrower shall indemnify Administrative Agent and Lenders for any incremental Taxes, interest or penalties that may become payable by Administrative Agent or any Lender as a result of any such failure.

(c)           Foreign Lenders.  Each Lender that is organized under the laws of a jurisdiction other than the United States and is a party hereto on the Closing Date or purports to become an assignee of an interest pursuant to Section 11.6(a) after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) (each such Lender a “Foreign Lender”) shall execute and deliver to each of Borrower and Administrative Agent (as Borrower or Administrative Agent may reasonably request) one or more United States Internal Revenue Service Forms W-8ECI, W-8BEN, W-8IMY (as applicable) and other applicable forms, certificates or documents prescribed by the United States Internal Revenue Service or reasonably requested by Administrative Agent certifying as to such Lender’s entitlement to a complete exemption from withholding or deduction of Taxes.  In the event that Administrative Agent or Borrower received an applicable Internal Revenue Service form, certificate or document from a Foreign Lender in connection with a prior transaction, Administrative Agent and Borrower shall be entitled to rely on the statements of such Foreign Lender set forth in such form, certificate or document until such Foreign Lender delivers to Administrative Agent or Borrower a new form, certificate or document in connection with the transactions contemplated by this Agreement.  Borrower shall not be required to pay additional amounts to any Lender pursuant to this Section 2.18 with respect to United States withholding and income Taxes to the extent that the obligation to pay such additional amounts would not

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have arisen but for the failure of such Lender to comply with this paragraph other than as a result of a change in Law.

(d)           If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of Taxes (i) previously paid by it and as to which it has been indemnified or (ii) previously paid by the Borrower as additional amounts pursuant to this Section 2.18, the Administrative Agent or the Lender, as the case may be, shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by or on behalf of the Borrower under this Section 2.18 with respect to Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided, however, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the Administrative Agent or such Lender, as the case may be, the amount paid over to the Borrower (together with any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such amount to the relevant Governmental Authority.  Nothing in this Section 2.18(d) shall require the Administrative Agent or any Lender to make available to the Borrower or any other Person any tax returns or other information the Administrative Agent or such Lender deems to be confidential or proprietary.  Notwithstanding anything to the contrary, in no event will the Agent or any Lender be required pursuant to this Section 2.18(d) to pay any amount to Borrower the payment of which would place such Agent or Lender in a less favorable net after-tax position than such Agent or Lender would have been in if the additional amounts giving rise to such refund of Taxes had never been paid.

Section 2.19         Capital Adequacy.

If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of Law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is two hundred seventy (270) days prior to the date on which such Lender first made demand therefor.

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Section 2.20         Mitigation Obligations.

If any Lender requests compensation under either Section 2.12(f)(v) or Section 2.19, or requires Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18, then, upon the written request of Borrower, such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder (subject to the provisions of Section 11.6) to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or materially reduce amounts payable pursuant to any such Section, as the case may be, in the future, (ii) would not subject such Lender to any unreimbursed cost or expense and (iii) would not otherwise be disadvantageous to such Lender (as determined in its sole discretion).  Without limitation of the provisions of Section 9.1, Borrower hereby agrees to pay all costs and expenses incurred by any Lender in connection with any such designation or assignment.

ARTICLE 3.
REPRESENTATIONS AND WARRANTIES

To induce Administrative Agent and Lenders to enter into this Agreement and to make the Loans and other credit accommodations contemplated hereby, Borrower hereby represents and warrants to Administrative Agent and each Lender that:

Section 3.1            Existence and Power.

Each Credit Party is an entity as specified on Schedule 3.1, is duly organized, validly existing and in good standing under the laws of the jurisdiction specified on Schedule 3.1, has the same legal name as it appears in such Credit Party’s Organizational Documents and an organizational identification number (if any), in each case as specified on Schedule 3.1, and has all powers and all governmental licenses, authorizations, registrations, permits, consents and approvals required under all applicable Laws and required in order to carry on its business as now conducted (collectively, “Permits”), except where the failure to have such Permits could not reasonably be expected to have a Material Adverse Effect.  Each Credit Party is qualified to do business as a foreign entity in each jurisdiction in which it is required to be so qualified, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.  Except as set forth on Schedule 3.1, no Credit Party has had, over the five (5) year period preceding the Closing Date, any name other than its current name or was incorporated or organized under the laws of any jurisdiction other than its current jurisdiction of incorporation or organization.

Section 3.2            Organization and Governmental Authorization; No Contravention.

The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (i) any Law or any of the Organizational Documents of any Credit Party or (ii) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect.

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Section 3.3            Binding Effect.

Each of the Operative Documents to which any Credit Party is a party constitutes a valid and binding agreement or instrument of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.

Section 3.4            Capitalization.

The authorized Capital Stock of each of the Credit Parties as of the Closing Date is as set forth on Schedule 3.4.  All issued and outstanding Capital Stock of each of the Credit Parties are duly authorized and validly issued, fully paid, non-assessable, free and clear of all Liens other than those in favor of Administrative Agent for the benefit of Administrative Agent and Lenders, and such Capital Stock were issued in compliance with all applicable Laws.  The identity of the holders of the Capital Stock of each of the Credit Parties and the percentage of their fully-diluted ownership of the Capital Stock of each of the Credit Parties as of the Closing Date is set forth on Schedule 3.4.  No Capital Stock of any Credit Party, other than as described above, are issued and outstanding as of the Closing Date.  Except as set forth on Schedule 3.4, as of the Closing Date there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party of any Capital Stock of any such entity.

Section 3.5            Financial Information.

(a)           Audited Statements.  The consolidated balance sheet of Holdings and its Consolidated Subsidiaries as of December 31, 2006 and the related consolidated statements of operations, stockholders’ equity (or comparable calculation, if such Person is not a corporation) and cash flows for the fiscal year then ended, reported on by Deloitte & Touche copies of which have been delivered to Administrative Agent, fairly present in all material respects, in conformity with GAAP, the consolidated financial position of Holdings and its Consolidated Subsidiaries as of such date and their consolidated results of operations, changes in stockholders’ equity (or comparable calculation) and cash flows for such period.

(b)           Unaudited Statements. The unaudited consolidated balance sheet of Holdings and its Consolidated Subsidiaries as of December 31, 2007 and the related unaudited consolidated statements of operations and cash flows for the twelve months then ended, copies of which have been delivered to Administrative Agent, fairly present in all material respects, in conformity with GAAP applied on a basis consistent with the financial statements referred to in Section 3.5(a), the consolidated financial position of the Holdings and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for the twelve months then ended (subject to normal year-end adjustments and the absence of footnote disclosures).

(c)           Pro Forma Balance Sheet.  The pro forma balance sheet of Holdings and its Consolidated Subsidiaries as of December 31, 2007, a copy of which has been delivered to Administrative Agent, fairly presents in all material respects, in conformity with GAAP applied on a basis consistent with the financial statements referred to in Section 3.5(a), the consolidated

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financial position of Holdings and its Consolidated Subsidiaries as of such date, adjusted to give effect (as if such events had occurred on such date) to (i) the transactions contemplated by the Operative Documents, (ii) the making of the initial Loans and the issuance of any initial Letters of Credit, (iii) the application of the proceeds therefrom as contemplated by the Operative Documents and (iv) the payment of all legal, accounting and other fees related thereto to the extent known at the time of the preparation of such balance sheet.  As of the date of such balance sheet and the Closing Date, no Credit Party had or has any material liabilities, contingent or otherwise, including liabilities for taxes, long-term leases or forward or long-term commitments, which are not properly reflected on such balance sheet.

(d)           No Material Adverse Change.  Since December 31, 2006, there has been no material adverse change in the business, operations, properties, prospects or financial condition of Holdings and its Consolidated Subsidiaries, taken as a whole.

(e)           Holdings.  Holdings was formed to hold the Capital Stock of Borrower, and, except as contemplated by this Agreement and the other Operative Documents, has no liabilities or assets other than Capital Stock of Borrower.

Section 3.6            Litigation.

Except as set forth on Schedule 3.6, as of the Closing Date there is no material Litigation pending against, or to Borrower’s knowledge threatened against or affecting, any Credit Party.  There is no Litigation pending which could reasonably be expected to have a Material Adverse Effect or which in any manner draws into question the validity of any of the Operative Documents.

Section 3.7            Ownership of Property.

Borrower and each of its Subsidiaries is the lawful owner of, has good and marketable title (subject to Permitted Liens) to and is in lawful possession of, or has valid leasehold interests in, all properties and other assets (real or personal, tangible, intangible or mixed) purported or reported to be owned or leased (as the case may be) by such Person, except as may have been disposed of in the Ordinary Course of Business or otherwise in compliance with the terms hereof.

Section 3.8            No Default.

No Default or Event of Default has occurred and is continuing.  No Credit Party is in breach or default under or with respect to any contract, agreement, lease or other instrument to which it is a party or by which its property is bound or affected, which breach or default could reasonably be expected to have a Material Adverse Effect.

Section 3.9            Labor Matters.

As of the Closing Date, there are no strikes or other labor disputes pending or, to Borrower’s knowledge, threatened against any Credit Party which could reasonably be expected to have a Material Adverse Effect.  Hours worked and payments made to or on behalf of the employees of the Credit Parties have not been in violation of the Fair Labor Standards Act or any other applicable Law dealing with such matters, except for such violations which could not

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reasonably be expected to have a Material Adverse Effect.  All material payments due from the Credit Parties, or for which any claim may be made against any of them, on account of wages and employee and retiree health, if any, and welfare insurance and other benefits have been paid or accrued as a liability on their books to the extent required by applicable law, as the case may be.

Section 3.10         Regulated Entities.

No Credit Party is an “investment company” or a company “controlled” by an “investment company” or a “subsidiary” of an “investment company,” all within the meaning of the Investment Company Act of 1940.

Section 3.11         Margin Regulations.

None of the proceeds from the Loans have been or will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any Margin Stock or for any other purpose which might cause any of the Loans to be considered a “purpose credit” within the meaning of Regulation T, U or X of the Federal Reserve Board.

Section 3.12         Compliance With Laws; Anti-Terrorism Laws.

(a)           Laws Generally.  Each Credit Party is in compliance with the requirements of all applicable Laws, except for such Laws the noncompliance with which could not reasonably be expected to have a Material Adverse Effect.

(b)           Anti-Terrorism Laws.  None of the Credit Parties and, to the knowledge of the Credit Parties, none of their Affiliates (i) is in violation of any Anti-Terrorism Law, (ii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, (iii) is a Blocked Person, or is controlled by a Blocked Person, (iv) is acting or will act for or on behalf of a Blocked Person, (v) is associated with, or will become associated with, a Blocked Person or (vi) is providing, or will provide, material, financial or technical support or other services to or in support of acts of terrorism of a Blocked Person.  No Credit Party nor, to the knowledge of any Credit Party, any of its Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (B) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law.

Section 3.13         Taxes.

All Federal and material state and local tax returns, reports and statements required to be filed by or on behalf of each Credit Party have been filed with the appropriate Governmental Authorities in all jurisdictions in which such returns, reports and statements are required to be filed and, except to the extent subject to a Permitted Contest, all Taxes (including real property Taxes) and other charges shown to be due and payable in respect thereof have been timely paid prior to the date on which any material fine, penalty, interest, late charge or loss may

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be added thereto for nonpayment thereof.  Except to the extent subject to a Permitted Contest, all material state and local sales and use Taxes required to be paid by each Credit Party have been paid.  All Federal and material state returns have been filed by each Credit Party for all periods for which returns were due with respect to employee income tax withholding, social security and unemployment taxes, and, except to the extent subject to a Permitted Contest, the amounts shown thereon to be due and payable have been paid in full or adequate provisions therefor have been made.

Section 3.14         Compliance with ERISA.

(a)           ERISA Plans.  Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each ERISA Plan (and the related trusts and funding agreements) complies in form and in operation with, has been administered in compliance with, and the terms of each ERISA Plan satisfy, the applicable requirements of ERISA and the Code.  The United States Internal Revenue Service has issued a favorable determination letter with respect to each ERISA Plan which is intended to be qualified under Section 401(a) of the Code, which may be relied on currently.  No Credit Party has incurred liability for any material excise tax under any of Sections 4971 through 5000 of the Code.

(b)           Pension Plans and Multiemployer Plans.  (A) During the thirty-six (36) month period prior to the Closing Date or the making of any Loan or the issuance of any Letter of Credit, (i) no steps have been taken to terminate any Pension Plan and (ii) no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA.  (B) No Credit Party has incurred liability to the PBGC (other than for current premiums) with respect to any Pension Plan.  (C) All contributions (if any) have been made on a timely basis to any Multiemployer Plan that are required to be made by any Credit Party or any other member of the Controlled Group under the terms of the Multiemployer Plan or of any collective bargaining agreement or by applicable Law; no Credit Party nor any member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Plan, incurred any withdrawal liability with respect to any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued, could reasonably be expected to result in a withdrawal or partial withdrawal from any such plan, and no Credit Party nor any member of the Controlled Group has received any notice that any Multiemployer Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is being terminated, or that any such plan is or is expected to become insolvent.

Section 3.15         Brokers.

Except as set forth on Schedule 3.15, and except for fees payable to Administrative Agent and/or Lenders, no broker, finder or other intermediary has brought about the obtaining, making or closing of the transactions contemplated by the Operative Documents, and no Credit Party has or will have any obligation to any Person in respect of any finder’s or brokerage fees in connection herewith or therewith.

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Section 3.16         Related Transactions.

The Acquisition has been consummated in all material respects pursuant to the provisions of the Acquisition Documents, true and complete copies of which have been delivered to Administrative Agent, and in compliance with all applicable Law.  The transactions contemplated by the Subordinated Debt Documents to be consummated on or prior to the date hereof have been so consummated (including without limitation the disbursement and transfer of all funds in connection therewith) in all material respects pursuant to the provisions of the applicable Operative Documents, true and complete copies of which have been delivered to Administrative Agent, and in compliance with all applicable Law.

Section 3.17         Material Contracts.

Except for the Operative Documents and the other agreements set forth on Schedule 3.17 (collectively with the Operative Documents, the “Material Contracts”), as of the Closing Date there are no (i) employment agreements covering the management of any Credit Party, (ii) collective bargaining agreements or other labor agreements covering any employees of any Credit Party, (iii) agreements for managerial, consulting or similar services to which any Credit Party is a party or by which it is bound, (iv) agreements regarding any Credit Party, its assets or operations or any investment therein to which any of its equity holders is a party or by which it is bound, (v) real estate leases, Intellectual Property licenses or other lease or license agreements to which any Credit Party is a party, either as lessor or lessee, or as licensor or licensee, or (vi) customer, distribution, marketing or supply agreements to which any Credit Party is a party, in each case with respect to the preceding clauses (i), (iii), (iv), (v) and (vi) requiring payment of more than $500,000 in any year ($250,000 in any year in the case of real estate leases), (vii) partnership agreements to which any Credit Party is a general partner or joint venture agreements to which any Credit Party is a party or (viii) any other agreements or instruments to which any Credit Party is a party, and the breach, nonperformance or cancellation of which, or the failure of which to renew, could reasonably be expected to have a Material Adverse Effect.  Schedule 3.17 sets forth, with respect to each real estate lease agreement to which any Credit Party is a party as of the Closing Date, the address of the subject property and the annual rental (or, where applicable, a general description of the method of computing the annual rental).  The consummation of the transactions contemplated by the Financing Documents and the other Operative Documents will not give rise to a right of termination in favor of any party to any Material Contract (other than any Credit Party) if such termination could reasonably be expected to have a Material Adverse Effect.

Section 3.18         Environmental Compliance.

(a)           Hazardous Materials.  Except in each case as set forth on Schedule 3.18, (i) no Hazardous Materials are located on any properties now or previously owned, leased or operated by any Credit Party or have been released into the environment, or deposited, discharged, placed or disposed of at, on, under or near any of such properties in a manner that would require the taking of any action under any Environmental Law and could reasonably be expected to give rise to, remediation costs and expenses on the part of the Credit Parties in excess of an amount that could reasonably be expected to have a Material Adverse Effect.  No portion of any such property is being used, or has been used at any previous time, for the disposal, storage, treatment, processing or other handling of Hazardous Materials in violation of

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any Environmental Law; and (ii) to the knowledge of Borrower, all oral or written notifications of a release of Hazardous Materials required to be filed by or on behalf of any Credit Party under any applicable Environmental Law have been filed or are in the process of being timely filed by or on behalf of the applicable Credit Party.

(b)           Notices Regarding Environmental Compliance.  Except in each case as set forth on Schedule 3.18, no notice, notification, demand, request for information, citation, summons, complaint or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is pending, or to Borrower’s knowledge, threatened by any Governmental Authority or other Person with respect to any (i) alleged violation by any Credit Party of any Environmental Law, (ii) alleged failure by any Credit Party to have any Permits required in connection with the conduct of its business or to comply with the terms and conditions thereof, (iii) any generation, treatment, storage, recycling, transportation or disposal of any Hazardous Materials or (iv) release of Hazardous Materials.

(c)           Properties Requiring Remediation.  Except in each case as set forth on Schedule 3.18, no property now owned or leased by any Credit Party and, to the knowledge of Borrower, no such property previously owned or leased by any Credit Party, to which any Credit Party has transported or arranged for the transportation of any Hazardous Materials, is listed or, to Borrower’s knowledge, proposed for listing, on the National Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or any similar state list or is the subject of Federal, state or local enforcement actions or, to the knowledge of Borrower, other investigations which may lead to material claims against any Credit Party for clean-up costs, remedial work, damage to natural resources or personal injury claims, including, but not limited to, claims under CERCLA.

(d)           Underground Storage Tanks.  Except in each case as set forth on Schedule 3.18, there are no underground storage tanks located on any property owned or leased by any Credit Party that are not properly registered or permitted under applicable Environmental Laws or that are leaking or disposing of Hazardous Materials so as to require the taking of any action under applicable Environmental Laws.

(e)           Environmental Liens.  Except in each case as set forth on Schedule 3.18, there are no Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Credit Party, and no actions by any Governmental Authority have been taken or, to the knowledge of Borrower, are in process which could subject any of such properties or assets to such Liens.

For purposes of this Section 3.18, each Credit Party shall be deemed to include any business or business entity (including a corporation) which is, in whole or in part, a predecessor of such Credit Party.

Section 3.19         Intellectual Property.

Each Credit Party owns, is licensed to use or otherwise has the right to use, all Intellectual Property that is material to the condition (financial or other), business or operations of such Credit Party.  All such Intellectual Property existing as of the Closing Date and registered with any United States or foreign Governmental Authority is set forth on Schedule

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3.19.  All material Intellectual Property of each Credit Party is fully protected and/or duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filings or issuances.  To Borrower’s knowledge, each Credit Party conducts its business without infringement or claim of infringement of any Intellectual Property rights of others and there is no infringement or claim of infringement by others of any Intellectual Property rights of any Credit Party, which infringement or claim of infringement could reasonably be expected to have a Material Adverse Effect.

Section 3.20         Real Property Interests.

Except for leasehold interests disclosed on Schedule 3.17, and except for the ownership or other interests set forth on Schedule 3.20, no Credit Party has, as of the Closing Date, any ownership, leasehold or other interest in real property.  Schedule 3.20 sets forth, with respect to each parcel of real estate owned by any Credit Party as of the Closing Date, the address and legal description of such parcel.

Section 3.21         Solvency.

Borrower and each additional Credit Party is Solvent.

Section 3.22         Full Disclosure.

To the Borrower’s knowledge, none of the information (financial or otherwise) furnished by or on behalf of any Credit Party to Administrative Agent or any Lender in connection with the consummation of the transactions contemplated by the Operative Documents, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which such statements were made.  All financial projections delivered to Administrative Agent and Lenders have been prepared on the basis of the assumptions stated therein.  Such projections represent Borrower’s best estimate of Borrower’s future financial performance and such assumptions are believed by Borrower to be fair and reasonable in light of current business conditions; provided that Borrower can give no assurance that such projections will be attained.

ARTICLE 4.
AFFIRMATIVE COVENANTS

Borrower agrees that, so long as any Credit Exposure exists:

Section 4.1            Financial Statements and Other Reports.

Borrower will maintain and will cause each Credit Party to maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in accordance with GAAP and to provide the information required to be delivered to Administrative Agent and Lenders hereunder, and will deliver to Administrative Agent all of the following deliveries, and, with respect to each Lender, the deliveries required by Section 4.1 (a) through (f), (m), (p), and (q):

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(a)           Monthly Financial Statements.  As soon as practicable and in any event within thirty (30) days after the end of each month (including the last month of Borrower’s Fiscal Year) (i) a consolidated balance sheet of Holdings and its Consolidated Subsidiaries as at the end of such month and the related consolidated statements of operations and cash flows for such month and (ii) summary statements of operations for the Family Entertainment Centers Division and the Waterparks Division on a divisional basis as of the end of such month, and, in case, for the portion of the Fiscal Year ended at the end of such month setting forth in each case in comparative form the figures for the corresponding periods of the previous Fiscal Year and the figures for such month and for such portion of the Fiscal Year ended at the end of such month set forth in the annual operating and Capital Expenditure budgets and cash flow forecast delivered pursuant to Section 4.1(m), all in reasonable detail and certified by a Responsible Officer as fairly presenting in all material respects the financial condition and results of operations of Holdings and its Consolidated Subsidiaries and as having been prepared in accordance with GAAP applied on a basis consistent with the audited financial statements of Holdings, subject to changes resulting from audit and normal year-end adjustments and the absence of footnote disclosures.

(b)           Annual Financial Statements.  As soon as available and in any event within one hundred twenty (120) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2007) , a consolidated balance sheet of Holdings and its Consolidated Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of operations, stockholders’ equity (or the comparable item, if Holdings is not a corporation) and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year and the figures for such Fiscal Year set forth in the annual operating and Capital Expenditure budgets and cash flow forecast delivered pursuant to Section 4.1(m), certified without qualification (including with respect to the scope of audit) or exception by independent public accountants of nationally recognized standing and reasonably acceptable to Administrative Agent; provided that, with respect to the Fiscal Year ending December 31, 2007, such financial statements shall be delivered in a non-standard GAAP one year presentation.

(c)           Compliance Certificates.  Together with each delivery of financial statements pursuant to Sections 4.1(a) and 4.1(b), (i) a Compliance Certificate, and (ii) a summary report discussing the reasons for any significant variations in the operations and financial condition of Holdings and its Consolidated Subsidiaries as between the fiscal period covered by such financial statements and the same periods during the immediately preceding Fiscal Year, and as between such periods and the same periods included in the projections and forecasts delivered pursuant to Section 4.1(m).

(d)           [Reserved.]

(e)           Accountant’s Letters.  Promptly upon receipt thereof, copies of all reports submitted to any Credit Party by independent public accountants in connection with each annual, interim or special audit of the financial statements of any Credit Party made by such accountants, including the comment letter submitted by such accountants to management in connection with any audit.

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(f)            Regulatory Filing Information.  Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by any Credit Party to its security holders, (ii) all regular and periodic reports and all registration statements and prospectuses filed by any Credit Party with any securities exchange or with the Securities and Exchange Commission or any successor, (iii) all press releases and other statements made available generally by any Credit Party concerning material developments in the business of any Credit Party and (iv) all Swap Contracts entered into by any Credit Party.  If information required to be delivered pursuant to this clause (f) is posted on a website to which Administrative Agent and all Lenders have been granted access, such information shall be deemed to have been delivered pursuant to this clause (f) when the Borrower has delivered notice of such posting to Administrative Agent and Lenders.

(g)           Acquisition Adjustments.  Promptly upon such information becoming available, a summary of all purchase price and other monetary adjustments in excess of $2,000,000 individually or in the aggregate that are made pursuant to any of the Acquisition Documents.

(h)           Notices of Material Events.  Promptly upon any officer of any Credit Party obtaining knowledge (i) of the existence of any Event of Default or Default, or becoming aware that the holder of any Debt of any Credit Party in excess of $2,000,000 has given any notice or taken any other action with respect to a claimed default thereunder, (ii) of any change in any Credit Party’s certified accountant, (iii) that any Person has given any notice to any Credit Party or taken any other action with respect to a claimed default under any Material Contract (other than the Financing Documents) or any other material agreement or instrument to which any Credit Party is a party or by which any of its assets is bound, (iv) of the institution of any Litigation seeking equitable relief or involving an alleged liability of any Credit Party equal to or greater than $2,000,000 or any adverse determination in any Litigation involving equitable relief or a potential liability of any Credit Party equal to or greater than $2,000,000 or (v) any loss, damage or destruction of any Collateral having a fair market value in excess of $2,000,000, whether or not covered by insurance, a certificate of a Responsible Officer specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default (including any Event of Default or Default), event or condition, and what action the applicable Credit Party has taken, is taking or proposes to take with respect thereto.

(i)            ERISA Notices.  Promptly upon any officer of any Credit Party obtaining knowledge of (i) the institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan, (ii) the failure of any member of the Controlled Group to make a required contribution on a timely basis to any ERISA Plan or to any Multiemployer Plan which could reasonably be expected to have a Material Adverse Effect, (iii) the taking or omission of any action with respect to a Pension Plan which could reasonably be expected to result in the requirement that Borrower or any other Credit Party furnish a bond or other security to the PBGC or such Pension Plan, (iv) the occurrence of or reasonably expected occurrence of a reportable event under Section 4043 of ERISA (for which a reporting requirement is not waived) with respect to any Pension Plan, (v) the occurrence of any event with respect to any Pension Plan or Multiemployer Plan which could reasonably be expected to result in the incurrence by any member of the Controlled Group of any material liability, fine or penalty (including any claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Plan), or

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(vi) the receipt by Borrower or any other Credit Party of any notice that any Multiemployer Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax, that any such plan is or is expected to be in “at risk” status (within the meaning of Section 430(i) of the Code and Title IV of ERISA), that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is being terminated, or that any such plan is or may be expected to become insolvent, a certificate of a Responsible Officer specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person, and what action the applicable Credit Party has taken, is taking or proposed to take with respect thereto.

(j)            Environmental Notices.  Promptly upon any officer of any Credit Party obtaining knowledge of any complaint, order, citation, notice or other written communication from any Person delivered to any Credit Party with respect to, or if any officer of any Credit Party becomes aware of (i) the existence or alleged existence of a material violation of any applicable Environmental Law, (ii) any release of any Hazardous Materials into the environment requiring the taking of any action under Environmental Law, (iii) the commencement of any cleanup of any Hazardous Materials, (iv) any pending or threatened proceeding for the termination, suspension or non-renewal of any Permit required under any applicable Environmental Law, or (v) any property of any Credit Party that is or will be subject to a Lien imposed pursuant to any Environmental Law, a certificate of a Responsible Officer specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person, and what action the applicable Credit Party has taken, is taking or proposes to take with respect thereto.

(k)           New Intellectual Property and Real Property.  Promptly upon any officer of any Credit Party obtaining knowledge that any Credit Party has either (i) registered or applied to register any Intellectual Property with any Governmental Authority or (ii) acquired any interest in real property constituting a Park or any other material real property (including leasehold interests in such real property), a certificate of a Responsible Officer describing such Intellectual Property and/or such real property in such detail as Administrative Agent shall reasonably require.

(l)            Material and Governmental Notices.  Promptly upon receipt or filing thereof, copies of any reports or notices related to any material taxes and any other material reports or notices received by any Credit Party from, or filed by any Credit Party with, any Governmental Authority.

(m)          Projections.  Within sixty (60) days after the conclusion of each Fiscal Year, Borrower’s annual operating plans, operating and Capital Expenditure budgets, and financial forecasts, including cash flow projections covering proposed fundings, repayments, additional advances, investments and other cash receipts and disbursements, each for the following three (3) Fiscal Years presented on a monthly basis for the next Fiscal Year and annually for the two (2) subsequent Fiscal Years, all of which shall be in a format reasonably consistent with projections, budgets and forecasts theretofore provided to Lenders, and promptly following the preparation thereof, material updates to any of the foregoing from time to time prepared by management of Borrower.

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(n)           [Reserved.]

(o)           Appraisals.  From time to time, if Administrative Agent or any Lender determines that obtaining appraisals is necessary in order for Administrative Agent or such Lender to comply with applicable Laws, appraisal reports in form and substance and from appraisers satisfactory to Administrative Agent which reports shall (i) state the then current fair market values of all or any portion of the real estate owned by Borrower or any Subsidiaries and (ii) be addressed to, or otherwise provide for express reliance by, Administrative Agent and Lenders.  In addition to the foregoing, at any time or from time to time during the existence of an Event of Default, Administrative Agent may require Borrower to obtain and deliver to Administrative Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Administrative Agent stating the then current market values of all or any portion of the real estate and personal property owned by Borrower or any Subsidiaries.

(p)           Credit Party Information.  With reasonable promptness, such other information and data with respect to any Credit Party as from time to time may be reasonably requested by Administrative Agent or any Lender.

Section 4.2            Payment and Performance of Obligations.

Borrower (i) will pay and discharge, and cause each Subsidiary to pay and discharge, at or before maturity, all of their respective obligations and liabilities, including tax liabilities, except for such obligations and/or liabilities (A) that may be the subject of a Permitted Contest and (B) the nonpayment or nondischarge of which could not reasonably be expected to have a Material Adverse Effect, (ii) will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, appropriate reserves for the accrual of all of their respective obligations and liabilities and (iii) will not breach or permit any Subsidiary to breach, or permit to exist any default under, the terms of any lease, commitment, contract, instrument or obligation to which it is a party, or by which its properties or assets are bound, except for such breaches or defaults which could not reasonably be expected to have a Material Adverse Effect.

Section 4.3            Maintenance of Existence.

Borrower will preserve, renew and keep in full force and effect, and will cause each Subsidiary to preserve, renew and keep in full force and effect, their respective existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business.

Section 4.4            Maintenance of Property; Insurance.

(a)           Maintenance of Property.  Borrower will keep, and will cause each Subsidiary to keep, all material property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted.

(b)           Required Insurance Coverage.  Borrower will maintain, and will cause each Subsidiary to maintain, (i) casualty insurance on all real and personal property on an all risks basis (including the perils of flood and quake), covering the repair and replacement cost of all such property and coverage for business interruption and public liability insurance (including products/completed operations liability coverage) in each case of the kinds customarily carried or

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maintained by Persons of established reputation engaged in similar businesses and in amounts acceptable to Administrative Agent and (ii) such other insurance coverage in such amounts and with respect to such risks as Administrative Agent may reasonably request.  All such insurance shall be provided by insurers having an A.M. Best policyholders rating reasonably acceptable to Administrative Agent.  Borrower will not, and will not permit any Subsidiary to, bring or keep any article on any business location of any Credit Party, or cause or allow any condition to exist, if the presence of such article or the occurrence of such condition could reasonably cause the invalidation of any insurance required by this Section 4.4(b), or would otherwise be prohibited by the terms thereof.

(c)           Evidence of Insurance Coverage.  On or prior to the Closing Date, and at all times thereafter, Borrower will cause Administrative Agent to be named as an additional insured, assignee and loss payee (which shall include, as applicable, identification as mortgagee), as applicable, on each insurance policy required to be maintained pursuant to this Section 4.4 pursuant to endorsements in form and substance reasonably acceptable to Administrative Agent.  Borrower will deliver to Administrative Agent and Lenders (i) on the Closing Date, a certificate from Borrower’s insurance broker dated such date showing the amount of coverage as of such date, and that such policies will include effective waivers (whether under the terms of any such policy or otherwise) by the insurer of all claims for insurance premiums against all loss payees and additional insureds and all rights of subrogation against all loss payees and additional insureds, and that if all or any part of such policy is canceled, terminated or expires, the insurer will forthwith give notice thereof to each additional insured, assignee and loss payee and that no cancellation, reduction in amount or material change in coverage thereof shall be effective until at least ten (10) days after receipt by each additional insured, assignee and loss payee of written notice thereof, (ii) on an annual basis, and upon the reasonable request of any Lender through Administrative Agent from time to time full information as to the insurance carried, (iii) within five (5) days of receipt of notice from any insurer, a copy of any notice of cancellation, nonrenewal or material change in coverage from that existing on the date of this Agreement and (iv) forthwith, notice of any cancellation or nonrenewal of coverage by Borrower.

(d)           [Reserved.]

(e)           Right to Purchase Insurance.  In the event Borrower fails to provide Administrative Agent with evidence of the insurance coverage required by this Agreement, Administrative Agent may, following not less than fifteen (15) days’ prior written notice to Borrower (or such shorter notice as may be necessary to prevent any lapse in such insurance coverage), purchase insurance at Borrower’s expense to protect Administrative Agent’s interests in the Collateral.  This insurance may, but need not, protect Borrower’s interests.  The coverage purchased by Administrative Agent may not pay any claim made by Borrower or any claim that is made against Borrower in connection with the Collateral.  Borrower may later cancel any insurance purchased by Administrative Agent, but only after providing Administrative Agent with evidence that Borrower has obtained insurance as required by this Agreement.  If Administrative Agent purchases insurance for the Collateral, Borrower will be responsible for the costs of that insurance to the fullest extent provided by Law including interest and other charges imposed by Administrative Agent in connection with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance.  The costs of the insurance may be added to the Obligations.  The costs of the insurance may be more than the cost of insurance Borrower is able to obtain on its own.

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Section 4.5            Compliance with Laws.

Borrower will comply, and cause each Subsidiary to comply, with the requirements of all applicable Laws, except to the extent that failure to so comply could not reasonably be expected to have a Material Adverse Effect or result in any Lien (other than a Permitted Lien) upon a material portion of the assets of any such Person in favor of any Governmental Authority.

Section 4.6            Inspection of Property, Books and Records.

Borrower will keep, and will cause each Subsidiary to keep, proper books of record and account in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each Subsidiary to permit, at the sole cost of Borrower or any applicable Subsidiary, representatives of Administrative Agent (and of any Lender during and upon the existence and continuance of an Event of Default) to visit and inspect any of their respective properties (subject to the rights of third party tenants and licensees), to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective Inventory and Accounts and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired; provided, that, following the Closing Date, Borrower and its Subsidiaries shall not be obligated to reimburse Administrative Agent and Lenders for the cost of more than two (2) inspection per Fiscal Year made in the absence of an Event of Default.  In the absence of an Event of Default, Administrative Agent shall give Borrower or any applicable Subsidiary commercially reasonable prior written notice of such exercise.  No notice shall be required during the existence and continuance of any Event of Default.

Section 4.7            Use of Proceeds.

Borrower will use the proceeds of Term Loan B solely to fund a Restricted Distribution of up to $9,000,000 for the purposes of permitting Purchaser to repay a portion of the Existing RBS Debt, to fund the repayment of Debt under the Existing Credit Agreement, to fund the Existing Notes Tender Offer and the payment of related costs and expenses.  The proceeds of Revolving Loans shall be used by Borrower solely for the purposes set forth in the preceding sentence, for working capital needs of Borrower and its Subsidiaries and to provide financing to consummate Permitted Acquisitions.

Section 4.8            Lenders’ Meetings.

Borrower will, in each case to the extent requested by either Administrative Agent or Required Lenders, conduct (a) a monthly conference call with Administrative Agent and Lenders and (b) an annual meeting of Administrative Agent and Lenders (or, at Administrative Agent’s election, an annual conference call with Administrative Agent and Lenders), in each case to discuss the most recently reported financial results and the financial condition of Borrower and its Subsidiaries, at which shall be present a Responsible Officer and such other officers of the Credit Parties as may be reasonably requested to attend by Administrative Agent or Required Lenders, such request or requests to be made within a reasonable time prior to the

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scheduled date of such conference call or such meeting, as applicable.  Such meetings and conference calls shall be held at a time and place convenient to Lenders and to Borrower.

Section 4.9            Required Swap Contracts.

Not later than ninety (90) days following the Closing Date, Borrower will, at its sole cost and expense, enter into and thereafter maintain in full force and effect Swap Contracts providing protection against fluctuations in interest rates with respect to not less than fifty percent (50%) of the principal amount of Term Loan B as of the Closing Date, which Swap Contracts shall provide for not less than a three (3) year term and shall contain such protections and other terms as are customary and are reasonably satisfactory to Administrative Agent.

Section 4.10         Hazardous Materials; Remediation.

(a)           Remediation.  If any release or disposal of Hazardous Materials shall occur or shall have occurred on any real property or any other assets of Borrower or any other Credit Party, Borrower will cause, or direct the applicable Credit Party to cause, the prompt containment and removal of such Hazardous Materials and the remediation of such real property or other assets as is necessary to comply with all Environmental Laws and to preserve the value of such real property or other assets.  Without limiting the generality of the foregoing, Borrower shall, and shall cause each other Credit Party to, comply with each Environmental Law requiring the performance at any real property by Borrower or any other Credit Party of activities in response to the release or threatened release of a Hazardous Material.

(b)           Financial Assurance. Borrower will provide Administrative Agent within thirty (30) days after demand therefor with a bond, letter of credit or similar financial assurance evidencing to the satisfaction of Administrative Agent that sufficient funds are available to pay the cost of removing, treating and disposing of any Hazardous Materials or Hazardous Materials Contamination and discharging any assessment which may be established on any property as a result thereof, such demand to be made, if at all, upon Administrative Agent’s reasonable business determination that the failure to remove, treat or dispose of any Hazardous Materials or Hazardous Materials Contamination, or the failure to discharge any such assessment could reasonably be expected to have a Material Adverse Effect.

Section 4.11         Further Assurances.

(a)           General.  Borrower will, and will cause each Subsidiary, at its own cost and expense, to promptly and duly take, execute, acknowledge and deliver all such further acts, documents and assurances as may from time to time be necessary or as Administrative Agent or Required Lenders may from time to time reasonably request in order to carry out the intent and purposes of the Financing Documents and the transactions contemplated thereby, including all such actions to establish, create, preserve, protect and perfect a first priority Lien (subject only to Permitted Liens) in favor of Administrative Agent for itself and for the benefit the Lenders on the Collateral (including Collateral acquired after the date hereof), including on any and all assets of each Credit Party, whether now owned or hereafter acquired.

(b)           New Subsidiaries.  Without limiting the generality of the foregoing, in the event Borrower or any of its Subsidiaries shall acquire or form any new Subsidiary after the date

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hereof, Borrower or the respective Subsidiary will cause such new Subsidiary, upon such acquisition and concurrently with such formation (excluding any Foreign Subsidiary whose guarantee or grant of a Lien would result in material adverse tax consequences to Borrower under Section 956 of the Internal Revenue Code as determined by Administrative Agent), (i) to execute a Guarantee (in form and substance reasonably acceptable to Administrative Agent) guaranteeing payment and performance of all of the Obligations and to take such other action (including, without limitation, authorizing the filing of such UCC financing statements and delivering certificates in respect of the Capital Stock of such Subsidiary) as shall be necessary or appropriate to establish, create, preserve, protect and perfect a first priority Lien (subject only to Permitted Liens) in favor of Administrative Agent for the benefit of Administrative Agent and Lenders on all assets, both real and personal, in which such new Subsidiary has or may thereafter acquire any interest, (ii) to execute such other Security Documents, in form and substance reasonably acceptable to Administrative Agent, as may be required or requested by Administrative Agent in connection with the actions contemplated hereby and (iii) to deliver such proof of corporate (or comparable) action, incumbency of officers, opinions of counsel and other documents as Administrative Agent shall have required or requested.  Until such time that any Subsidiary shall have fully complied with the provisions of this paragraph, and without limitation of any rights and remedies available to Administrative Agent and Lenders as a result thereof, the operating results of such Subsidiary shall be disregarded in the calculation of EBITDA for any measurement period.

(c)           Capital Stock.  Borrower will, and will cause each of its Subsidiaries, to take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a Wholly-Owned Subsidiary and that Administrative Agent shall have, for the benefit of Administrative Agent and Lenders, a first priority Lien on all Capital Stock of each Subsidiary, provided that neither Borrower nor any Foreign Subsidiary shall be required to pledge more than 65% of the Capital Stock of any such foreign subsidiary to the extent such grant and/or pledge would result in material adverse tax consequences to Borrower under Section 956 of the Internal Revenue Code as determined by Administrative Agent).  In the event that any additional Capital Stock shall be issued by any Subsidiary, Borrower shall or shall cause each of its Subsidiaries to, concurrently with such issuance, deliver to Administrative Agent to the extent required by the applicable Financing Documents the certificates evidencing such Capital Stock, accompanied by undated powers executed in blank and to take such other action as Administrative Agent shall request to perfect the security interest created therein pursuant to such Financing Documents.

(d)           Real Property.  (1) Concurrently with the acquisition by Borrower or any of its Subsidiaries following the date hereof of any real estate or real property leasehold interests, Borrower will, within sixty (60) days following written request by Administrative Agent, deliver or cause to be delivered to Administrative Agent, with respect to such real estate, (i) a mortgage or deed of trust, as applicable, in form and substance reasonably satisfactory to Administrative Agent, executed by the title holder thereof, (ii) an ALTA lender’s title insurance policy issued by a title insurer reasonably satisfactory to Administrative Agent in form and substance and in amounts reasonably satisfactory to Administrative Agent insuring Administrative Agent’s first priority Lien on such real estate, free and clear of all defects and encumbrances except Permitted Liens, (iii) a current ALTA survey, certified to Administrative Agent by a licensed surveyor, in form and substance reasonably satisfactory to Administrative Agent, (iv) a certificate, in form and substance reasonably acceptable to Administrative Agent, to Administrative Agent from a national certification agency acceptable to Administrative Agent, indicating whether such real

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estate is located in a special flood hazard area and (v) in the case of real estate that consists of a leasehold estate, such estoppel letters, consents and waivers from the landlords and non-disturbance agreements from any holders of mortgages or deeds of trust on such real estate as may be requested reasonably by Administrative Agent, all of which shall be in form and substance reasonably satisfactory to Administrative Agent.

(2)           With respect to any Designated Leased Facility which has not been sold or otherwise disposed of by the applicable Credit Party to a third party purchaser within ninety (90) days following the Closing Date, Borrower will, within sixty (60) days following written request by Administrative Agent, deliver or cause to be delivered to Administrative Agent, with respect to such Designated Leased Facility, each of the items specified in clause (1) above (if requested by Administrative Agent) to the extent not otherwise delivered by Administrative Agent on the Closing Date; provided, that Borrower shall only be required to use its best efforts to deliver or cause to be delivered the items specified in subclause (v) of clause (1) above.

Section 4.12         Clean Down.  Borrower will reduce the sum of Revolving Loan Outstandings and Swingline Loan Outstandings to zero for a period of at least 30 consecutive days during the twelve (12) month period ending on the last day of each month, commencing with the twelve (12) month period ending January 31, 2009.

ARTICLE 5.
NEGATIVE COVENANTS

Borrower agrees that, so long as any Credit Exposure exists:

Section 5.1            Debt.

Borrower will not, and will not permit any Subsidiary to, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt, except for:

(a)           Debt under the Financing Documents and Letter of Credit Liabilities;

(b)           Debt outstanding on the Closing Date and set forth on Schedule 5.1 and any refinancings, refundings, renewals or extensions thereof to the extent that the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing unutilized commitments thereunder;

(c)           Subordinated Debt;

(d)           Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases), in an aggregate principal amount at any time outstanding not greater than $3,000,000;

(e)           Debt, if any, arising under Swap Contracts;

(f)            Intercompany Debt arising from loans made by (i) Borrower to its Wholly-Owned Domestic Subsidiaries to fund working capital requirements of such Subsidiaries

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in the Ordinary Course of Business, or (ii) any Wholly-Owned Subsidiary of Borrower to Borrower; provided, however, that upon the request of Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to Administrative Agent, the sole originally executed counterparts of which shall be pledged and delivered to Administrative Agent, for the benefit of Administrative Agent and Lenders, as security for the Obligations; and

(g)           Unsecured Debt not to exceed $3,000,000 in the aggregate at any time outstanding.

Section 5.2            Liens.

Borrower will not, and will not permit any Subsidiary to, directly or indirectly, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except:

(a)           Liens created by the Security Documents;

(b)           Liens existing on the Closing Date and set forth on Schedule 5.2 and any extensions or renewals thereof, provided that (i) the Debt secured is not increased except as permitted by Section 5.1(b) and (ii) such Lien is not extended to any other property;

(c)           Any Lien on any asset securing Debt permitted under Section 5.1(d), provided that such Lien attaches only to the assets financed by such Debt, and such Lien attaches concurrently with or within ninety (90) days after the acquisition thereof;

(d)           Liens for taxes or other governmental or quasi-governmental charges not at the time delinquent or thereafter payable without penalty or the subject of a Permitted Contest;

(e)           Liens arising in the Ordinary Course of Business (i) in favor of carriers, warehousemen, mechanics and materialmen, and other similar Liens imposed by Law and (ii) in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations for sums not overdue for a period of more than 30 days or the subject of a Permitted Contest and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves;

(f)            Attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $2,000,000 in the aggregate arising in connection with court proceedings; provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are the subject of a Permitted Contest; and

(g)           Easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of Borrower or any Subsidiary.

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Section 5.3            Contingent Obligations.

Borrower will not, and will not permit any Subsidiary to, directly or indirectly, create, assume, incur or suffer to exist any Contingent Obligations, except for:

(a)           Contingent Obligations arising in respect of the Debt under the Financing Documents and Letter of Credit Liabilities;

(b)           Contingent Obligations resulting from endorsements for collection or deposit in the Ordinary Course of Business;

(c)           Contingent Obligations arising under Required Swap Contracts, and so long as there exists no Event of Default both immediately before and immediately after giving effect to any such transaction, Contingent Obligations existing or arising under any other Swap Contract, provided that such obligations are (or were) entered into by Borrower or a Subsidiary in the Ordinary Course of Business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person and not for purposes of speculation;

(d)           Contingent Obligations outstanding on the Closing Date and set forth on Schedule 5.3 and Contingent Obligations in respect of any refinancings, refundings, renewals or extensions of the Debt underlying such Contingent Obligations to the extent such Debt is permitted by Section 5.1(b);;

(e)           Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations not to exceed $2,000,000 in the aggregate at any time outstanding;

(f)            Contingent Obligations arising under indemnity agreements with title insurers to cause such title insurers to issue to Administrative Agent mortgagee title insurance policies;

(g)           Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 5.7; and

(h)           other Contingent Obligations not permitted by clauses (a) through (g) above, not to exceed $3,000,000 in the aggregate at any time outstanding.

Section 5.4            Restricted Distributions.

Borrower will not, and will not permit any Subsidiary to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Distribution; provided that the foregoing shall not restrict or prohibit any Subsidiary from making dividends or distributions, directly or indirectly, to Borrower or to any Wholly-Owned Domestic Subsidiary of Borrower; provided, further, that the foregoing shall not restrict or prohibit Borrower from making a Restricted Distribution to Holdings on the Closing Date (or within 10 days thereafter) in an amount not to exceed $9,000,000 in order to permit Holdings to contemporaneously make a Restricted Distribution of like amount to Purchaser to permit Purchaser to repay a portion of the

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Existing RBS Debt on the Closing Date (or within 10 days thereafter) (with evidence of such repayment to be provided to Administrative Agent promptly thereafter) (the “RBS Restricted Distribution”); provided, further, that the foregoing shall not restrict or prohibit dividends or distributions, directly or indirectly, to Holdings at such times and in such amounts as are necessary to permit:

(a)           Purchases of Holdings Stock.  Purchases of shares of (or options to purchase shares of) Capital Stock in Parent or options therefor from employees of any Credit Party upon their death, termination of their employment or retirement, so long as before and after giving effect to any such dividend or distribution for such purpose, (i) no Event of Default shall have occurred and be continuing, (ii) Borrower is in compliance on a pro forma basis with the covenants set forth in Article 7 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreement and (iii) if such dividend or distribution is made prior to the Commitment Expiry Date, the Revolving Loan Limit minus the Revolving Loan Outstandings is equal to or greater than $20,000,000 and (iv) such purchases or payments after the Closing Date do not exceed $2,000,000 in any Fiscal Year and do not exceed $4,000,000 in the aggregate from and after the Closing Date;

(b)           Taxes and Administrative Expenses Payments.  Payment of taxes by Holdings and, so long as no Event of Default shall have occurred and be continuing both before and after giving effect to any such dividend or distribution, payment of out-of-pocket administrative expenses (including without limitation the payment of reasonable director fees but excluding the payment of management fees to the Investors) payable by Holdings in an aggregate amount, with respect to all such administrative expenses, not to exceed $500,000 in any Fiscal Year.

Section 5.5            Restrictive Agreements.

Borrower will not, and will not permit any Subsidiary to, directly or indirectly (i) enter into or assume any agreement (other than the Financing Documents and the Subordinated Debt Documents) prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired or (ii) create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to pay or make Restricted Distributions to Borrower or any Subsidiary, to pay any Debt owed to Borrower or any Subsidiary, to make loans or advances to Borrower or any Subsidiary or to transfer any of its property or assets to Borrower or any Subsidiary.

Section 5.6            Payments and Modifications of Subordinated Debt.

(a)           Borrower will not, and will not permit any Subsidiary to, directly or indirectly (i) declare, pay, make or set aside any amount for payment in respect of the Subordinated Debt, except for regularly scheduled payments of interest (but no voluntary prepayments) and other amounts in respect of the Subordinated Debt  made in full compliance with the Subordination Agreement; or (ii) amend or otherwise modify the terms of the Subordinated Debt except as expressly permitted by the Subordination Agreement.  Borrower shall, prior to entering into any such amendment or modification, deliver to Administrative Agent reasonably in advance of the execution thereof, any final or execution form copy thereof.

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(b)           Borrower will not, and will not permit any Subsidiary to, directly or indirectly declare, pay, make or set aside any amount for payment in respect of any Debt hereinafter incurred (other than the Subordinated Debt) that, by its terms, or by separate agreement, is subordinated to the Obligations, except for regularly scheduled payments of interest in respect of such Debt made in full compliance with the subordination provisions applicable thereto, or amend or otherwise modify the terms of any such Debt if the effect of such amendment or modification is to (A) increase the interest rate or fees on, or change the manner or timing of payment of, such Debt, (B) accelerate or shorten the dates upon which payments of principal or interest are due on, or the principal amount of, such Debt, (C) change in a manner adverse to any Credit Party or Administrative Agent any event of default or add or make more restrictive any covenant with respect to such Debt, (D) change the prepayment provisions of such Debt or any of the defined terms related thereto, (E) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), or (F) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Debt in a manner adverse to Borrower, any Subsidiaries, Administrative Agent or Lenders.  Borrower shall, prior to entering into any such amendment or modification, deliver to Administrative Agent reasonably in advance of the execution thereof, any final or execution form copy thereof.

Section 5.7            Consolidations, Mergers and Sales of Assets.

Borrower will not, and will not permit any Subsidiary to, directly or indirectly (i) consolidate or merge with or into any other Person other than (A) mergers consummated to effect the consummation of a Permitted Acquisition and (B) in each case with not less than twenty (20) Business Days’ prior written notice to Administrative Agent (or such lesser amount of notice as Administrative Agent, in its sole discretion, may from time to time permit) mergers of any Wholly-Owned Subsidiary with and into Borrower (with Borrower as the surviving entity of such merger) or with and into any other Wholly-Owned Subsidiary of Borrower or (ii) consummate any Asset Dispositions other than dispositions of fixed assets for cash and fair value if all of the following conditions are met:  (A) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $5,000,000 (except in the case of dispositions of Designated Leased Facilites) and the aggregate market value of assets sold or otherwise disposed of during the term of this Agreement does not exceed $35,000,000, (B) the Net Cash Proceeds of any such disposition are applied as required by Section 2.3(d), (C) after giving effect to any such disposition and the repayment of Debt with the proceeds thereof, Borrower is in compliance on a pro forma basis with the covenants set forth in Article 6 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreement, and (D) no Default or Event of Default then exists or would result from any such disposition.  Administrative Agent shall, with reasonable promptness following Borrower’s request and at Borrower’s expense, release any Lien granted to Administrative Agent under any Security Document upon property sold or otherwise disposed of as part of an Asset Disposition permitted under clause (ii) of the preceding sentence.

Section 5.8            Purchase of Assets, Investments.

(a)           General Provisions. Borrower will not, and will not permit any Subsidiary to, directly or indirectly:

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(i)            acquire or enter into any agreement to acquire any assets other than in the Ordinary Course of Business, constituting Capital Expenditures to the extent permitted pursuant to Section 6.1 or constituting replacement assets purchased with proceeds of Property Insurance Policies, awards or other compensation with respect to any eminent domain, condemnation or similar proceeding or with the proceeds of Asset Dispositions as permitted in Section 2.3(d);

(ii)           create, acquire or enter into any agreement to create or acquire any Subsidiary other than Wholly-Owned Domestic Subsidiaries acquired or created in connection with the consummation of Permitted Acquisitions and for which the requirements set forth in Section 4.11 have been satisfied;

(iii)          engage or enter into any agreement to engage in any joint venture or partnership with any other Person; or

(iv)          acquire or own or enter into any agreement to acquire or own any Investment in any Person other than:

(A)          Investments existing on the date of this Agreement and set forth on Schedule 5.8;

(B)           Cash Equivalents;

(C)           Investments in the Capital Stock of any Wholly-Owned Domestic Subsidiary existing as of the date hereof or otherwise formed or organized in compliance with the terms of this Agreement and so long as (x) Borrower has pledged to Administrative Agent all of the outstanding Capital Stock of any such Domestic Subsidiary, (y) any such Subsidiary has Guaranteed the Obligations and secured such Guarantee by granting in favor of Administrative Agent, for its benefit and the benefit of Lenders, a Lien on all or substantially all of its assets to the extent required by the provisions of Section 4.11 and (z) Borrower has otherwise complied with the provisions of Section 4.11;

(D)          bank deposits established in accordance with Section 5.17;

(E)           Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Account Debtors;

(F)           Investments in the form of Swap Contracts permitted under Section 5.3(c); and

(G)           loans to officers and employees in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; and

(b)           Permitted Acquisitions.  Notwithstanding the foregoing, Borrower may acquire, or may cause a Wholly-Owned Domestic Subsidiary to acquire, all or substantially all of the assets, or all (but not less than all) of the Capital Stock, of any Person (the “Target”) (in each case, a “Permitted Acquisition”) with the prior written approval of Required Lenders or subject to the satisfaction of each of the following conditions:

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(i)            unless Administrative Agent agrees otherwise, Administrative Agent shall have received not less than 20 days’ prior notice of such proposed Permitted Acquisition, which notice shall include a due diligence package including the following materials, each in form and substance reasonably satisfactory to Administrative Agent:

(A)          copies of the Target’s two most recent annual income statements and balance sheets, together with the audit opinions thereon, if any, of the Target’s independent accountants, together with available interim financial statements, (B) a general description of the business to be acquired, (C) a summary of pending and known threatened litigation adversely affecting the business or assets to be acquired, (D) a description of the method of financing such acquisition, including sources and uses, (E) a listing of locations of all personal and real property to be acquired, (F) all material agreements to be assumed or acquired, (G) if the Target owns or leases, or if the assets to be acquired includes, any real property and if requested by Administrative Agent in its commercially reasonable discretion, environmental reports and related information regarding any such property owned, leased or otherwise used (other than leased property used solely as office space), and (H) final copies of all acquisition agreements and all material related transaction documents for such acquisition, together with all schedules thereto (followed by fully executed copies thereof within five (5) Business Days after the closing of such acquisition).

(ii)           unless Administrative Agent agrees otherwise, concurrently with delivery of the notice and due diligence materials referred to in clause (i) above, Borrower shall have delivered to Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent:

(A)          a pro forma consolidated and consolidating balance sheet, income statement and cash flow statement of Holdings and its Subsidiaries (the “Acquisition Pro Forma”), based on most recently available financial statements, which shall be complete and shall fairly present in all material respects the assets, liabilities, financial condition and results of operations of Holdings and its Subsidiaries in accordance with GAAP consistently applied, but taking into account such Permitted Acquisition, the funding of all Loans and the incurrence or assumption of all other Debt and repayment of Debt in connection therewith, and such Acquisition Pro Forma shall reflect that, on a pro forma basis, Borrower is in compliance on a pro forma basis with the covenants set forth in Article 6 recomputed for the four quarter period reflected in the Compliance Certificate most recently delivered to Administrative Agent pursuant to Section 4.1(c) prior to the consummation of such Permitted Acquisition; provided that for purposes of this clause (A), (1) the full amount of cash Acquisition Consideration paid in connection with such Permitted Acquisition shall be included in Total Debt for purposes of calculating the ratio of Total Debt to Adjusted EBITDA on a pro forma basis, except to the extent funded with the proceeds of an equity contribution made to Holdings substantially contemporaneously with such Permitted Acquisition and (2) the maximum ratio of Total Debt to Adjusted EBITDA at such time pursuant to Section 6.3 shall be deemed to be the maximum ratio at such time minus 0.25.

(B)           if requested by Administrative Agent with respect to any Permitted Acquisition for which the Acquisition Consideration exceeds $10,000,000, updated versions of the operating plans, budgets and forecasts most recently delivered to Administrative Agent pursuant to Section 4.1(m) covering the three (3) year period commencing on the date of

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such Permitted Acquisition and otherwise prepared in accordance with the requirements of Section 4.1(m) (the “Acquisition Projections”) and based upon historical financial data of a recent date reasonably satisfactory to Administrative Agent, taking into account such Permitted Acquisition, the funding of all Loans and the incurrence or assumption of all other Debt and repayment of Debt in connection therewith; and

(C)           a certificate of a Responsible Officer of Borrower to the effect that (w) Holdings and each Subsidiary will be Solvent upon the consummation of the Permitted Acquisition, (x) the Acquisition Pro Forma fairly presents in all material respects the financial condition of Holdings and its Subsidiaries (on a consolidated basis) as of the date thereof and the periods covered thereby, in each case after giving effect to the Permitted Acquisition and related transactions, (y) the Acquisition Projections (if any) represent Borrower’s best estimate of Holdings’ consolidated future financial performance as of the date thereof and after giving effect to the Permitted Acquisition, the assumptions contained therein are believed by Borrower to be fair and reasonable in light of current business conditions and the Acquisition Projections demonstrate Borrower’s projected compliance with the covenants set forth in Article 6 for the one-year period immediately following the consummation of such Permitted Acquisition; provided, that Borrower can give no assurance that the results reflected in the Acquisition Projections will be attained; and (z) Holdings and its Subsidiaries have completed their due diligence investigation with respect to the Target and such Permitted Acquisition, which investigation was conducted in a manner similar to that which would have been conducted by a prudent purchaser of a comparable business and the results of which investigation, to the extent requested, were delivered to Administrative Agent;

(iii)          such Permitted Acquisition shall only involve assets located in the United States or Canada (and, in connection with the acquisition of the Capital Stock of a Target, such Target shall be formed, incorporated or otherwise organized under the laws of a state within the United States or Canada) and comprising a business, or those assets of a business, of the type engaged in by Borrower as of the date hereof and businesses reasonably related thereto, and which business would not subject Administrative Agent or any Lender to regulatory or third party approvals in connection with the exercise of its rights and remedies under this Agreement or any other Financing Documents other than approvals applicable to the exercise of such rights and remedies with respect to Borrower prior to such Permitted Acquisition;

(iv)          such Permitted Acquisition shall be consensual, shall have been approved by the Target’s board of directors (or comparable governing board) and shall be consummated in accordance with the terms of the agreements and documents related thereto, and in compliance with all applicable Laws;

(v)           no assets or liabilities (including, without limitation, Investments, Debt and Contingent Obligations) shall be acquired, incurred, assumed or otherwise be reflected on a consolidated balance sheet of Holdings and its Subsidiaries after giving effect to such Permitted Acquisition, except (A) Loans made hereunder and (B) those assets and liabilities which may be acquired, incurred or assumed in accordance with the provisions of this Agreement (including, without limitation, the provisions of Section 5.1, 5.3 and 5.8(a));

(vi)          the business and assets acquired in such Permitted Acquisition shall be free and clear of all Liens (other than Permitted Liens);

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(vii)         at or prior to the closing of any Permitted Acquisition, Administrative Agent will be granted a first priority perfected Lien (subject to Permitted Liens) in all assets acquired pursuant thereto or, as contemplated by Section 4.11, in the assets and Capital Stock of the Target, and Holdings, its Subsidiaries and the Target shall have executed such documents and taken such actions as may be required by Administrative Agent in connection therewith (including the delivery of (A) certified copies of the resolutions of the board of directors (or comparable governing board) of Holdings, its Subsidiaries and the Target authorizing such Permitted Acquisition and the granting of Liens described herein, (B) legal opinions, in form and substance reasonably acceptable to Administrative Agent, with respect to the transactions described herein and (C) evidence of insurance of the business to be acquired consistent with the requirements of Section 4.4; all amounts payable in connection with any Permitted Acquisition (including all transaction costs, all Debt, liabilities and Contingent Obligations incurred or assumed and the maximum amount of any earn-out or comparable payment obligation in connection therewith, whether or not reflected on a consolidated balance sheet of Borrower and Target) (such amounts being referred to collectively as “Acquisition Consideration”) shall not exceed $10,000,000, shall not exceed $10,000,000 with respect to all Permitted Acquisitions consummated during any twelve-month period and shall not exceed $30,000,000 with respect to all Permitted Acquisitions consummated during the term hereof;

(viii)        on or prior to the date of such Permitted Acquisition, Administrative Agent shall have received, in form and substance reasonably satisfactory to Administrative Agent and if requested by Administrative Agent, (A) all opinions, certificates, lien search results and other documents reasonably requested by Administrative Agent and (B) amendments to the Schedules, to the extent necessary to make the representations and warranties in this Agreement true and correct after giving effect to the consummation of such Permitted Acquisition; and

(ix)           at the time of such Permitted Acquisition and after giving effect thereto, no Default or Event of Default has occurred and is continuing.

Section 5.9            Transactions with Affiliates.

Except (i) as expressly permitted by this Agreement, (ii) as otherwise disclosed on Schedule 5.9, and (iii) for transactions that contain terms that are no less favorable to Borrower or any Subsidiary, as the case may be, than those which might be obtained from a third party not an Affiliate of any Credit Party, Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower.

Section 5.10         Modification of Organizational Documents.

Borrower will not, and will not permit any Subsidiary to, directly or indirectly, amend or otherwise modify any Organizational Documents of such Person, except for such amendments or other modifications required by Law or which are not adverse to the interests of Administrative Agent or any Lender and which, in each instance, are fully disclosed to Administrative Agent.

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Section 5.11         Modification of Certain Agreements.

Borrower will not, and will not permit any Subsidiary to, directly or indirectly, amend or otherwise modify any Acquisition Document, any Equity Document, the Management Agreement which in any case: (i) is contrary to the terms of this Agreement or any other Financing Document; (ii) could reasonably be expected to be adverse in any material respect to the rights, interests or privileges of the Administrative Agent or Lenders or their ability to enforce the same; (iii) results in the imposition or expansion in any material respect of any restriction or burden on Borrower or any Subsidiary; (iv) or reduces in any material respect any rights or benefits of Borrower or any Subsidiary.  Borrower shall, prior to entering into any amendment or other modification of any of the foregoing documents, deliver to Administrative Agent reasonably in advance of the execution thereof, any final or execution form copy of amendments or other modifications to such documents.

Section 5.12         Fiscal Year.

Borrower will not, and will not permit any Subsidiary to, change its Fiscal Year; provided, that, prior to September 30, 2008, Borrower shall change its fiscal year from a fiscal year ending on December 31 to a fiscal year ending on September 30.

Section 5.13         Conduct of Business.

Borrower will not, and will not permit any Subsidiary to, directly or indirectly, engage in any line of business other than those businesses engaged in on the date hereof and described on Schedule 5.13 and businesses reasonably related thereto as determined by Administrative Agent in its reasonable discretion.

Section 5.14         Investor Fees.

Borrower will not, and will not permit any Subsidiary to, directly or indirectly, pay or become obligated to pay any management, consulting or similar advisory fees or other amounts to or for the account of Investor or any Affiliate of Investor.

Section 5.15         [Reserved]

Section 5.16         Limitation on Sale and Leaseback Transactions.

Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into any arrangement with any Person whereby in a substantially contemporaneous transaction Borrower or any Subsidiary sells or transfers all or substantially all of its right, title and interest in an asset and, in connection therewith, acquires or leases back the right to use such asset.

Section 5.17         Bank Accounts.

Borrower will not, and will not permit any Subsidiary to, directly or indirectly, establish any new bank account (excluding any account established after notice to Administrative Agent exclusively for payroll or ▇▇▇▇▇ cash and other bank accounts in which the amount on deposit in any such account following the Closing Date does not exceed $50,000 at any time and

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in which the aggregate amount on deposit in all such bank accounts following the Closing Date does not at any time exceed $200,000) without the prior written consent of Administrative Agent, and provided that in each case (unless otherwise agreed to by Administrative Agent), Administrative Agent, Borrower or such Subsidiary and the bank at which the account is to be opened enter into a control agreement regarding such bank account pursuant to which such bank acknowledges the security interest of Administrative Agent in such bank account, agrees to comply with instructions originated by Administrative Agent directing disposition of the funds in such bank account without further consent from Borrower, and agrees to subordinate and limit any security interest such bank may have in such bank account on terms satisfactory to Administrative Agent.

Section 5.18         Compliance with Anti-Terrorism Laws.

Borrower will not, and will not permit any Subsidiary to, directly or indirectly, knowingly enter into any Operative Documents or Material Contracts with any Person listed on the OFAC Lists.  Borrower shall immediately notify Administrative Agent if Borrower has knowledge that Borrower, any additional Credit Party or any of their respective Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is or becomes a Blocked Person or (i) is convicted on, (ii) pleads nolo contendere to, (iii) is indicted on or (iv) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering.  Borrower will not, and will not permit any Subsidiary to, directly or indirectly, (i) knowingly conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) knowingly deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

ARTICLE 6.
FINANCIAL COVENANTS

Borrower agrees that, so long as any Credit Exposure exists:

Section 6.1            Capital Expenditures.

Borrower will not permit the aggregate amount of Capital Expenditures for any period set forth below to exceed the amount set forth below for such period:

If Borrower does not utilize the entire amount of Capital Expenditures permitted in any period set forth above, Borrower may carry forward to the immediately succeeding period only,

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seventy-five percent (75%) of such unutilized amount (with Capital Expenditures made by Borrower in such succeeding period applied last to such carried forward amount).

Section 6.2            Fixed Charge Coverage Ratio.

Borrower will not permit the Fixed Charge Coverage Ratio for the twelve (12) month period ending on any date set forth below to be less than the ratio set forth below for such date.

Section 6.3            Total Debt to EBITDA Ratio.

Borrower will not permit the ratio of (i) Total Debt on any date set forth below to (ii) Adjusted EBITDA for the twelve (12) month period ending on such date to exceed the ratio set forth below opposite such date:

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ARTICLE 7.
CONDITIONS

Section 7.1            Conditions to Closing.

The obligation of each Lender to make the initial Loans, of Administrative Agent to issue any Support Agreements on the Closing Date and of any LC Issuer to issue any Lender Letter of Credit on the Closing Date shall be subject to the receipt by Administrative Agent of each agreement, document and instrument set forth on the Closing Checklist (unless waived by Required Lenders), each in form and substance reasonably satisfactory to Administrative Agent, and to the satisfaction of the following conditions precedent, each to the satisfaction of Administrative Agent and Required Lenders in their sole discretion:

(a)           evidence that Borrower shall have repurchased 100% of the Existing Notes on or prior to the Closing Date pursuant to the Existing Notes Tender Offer and that such Existing Notes have been cancelled;

(b)           evidence of the consummation of the transactions (other than the Existing Notes Tender Offer and the funding of the Loans) contemplated by the Operative Documents, including without limitation the funding of any and all investments contemplated by the Subordinated Debt Documents;

(c)           the payment of all fees, expenses and other amounts due and payable under each Financing Document;

(d)           the absence, since December 31, 2006 of any material adverse change in any aspect of the business, operations, properties, prospects or financial condition of any Credit Party, or any event or condition which could reasonably be expected to result in such a material adverse change;

(e)           after giving effect to the initial funding of Loans and issuance of any Support Agreements and Lender Letters of Credit on the Closing Date (assuming for purposes hereof, the payment of the RBS Restricted Payment on the Closing Date) and the consummation of the transactions contemplated by the Operative Documents, the aggregate outstanding Revolving Loans and Swingline Loans shall not exceed $17,000,000 and Letter of Credit Liabilities shall not exceed $4,000,000;

(f)            the receipt of pro forma financial statements of Holdings and its Consolidated Subsidiaries which evidence, in each case for the twelve (12) month period for which financial statements are most recently available, prepared to give effect to the initial funding of Loans, issuance of any Letters of Credit on the Closing Date and the consummation of the transactions contemplated by the Operative Documents, and subject to such adjustments as are deemed reasonably acceptable to Administrative Agent, (i) a Total Debt to EBITDA Ratio of not more than 4.85 to 1.0, and (ii) a Senior Debt to EBITDA Ratio of not more than 3.07 to 1.0;

(g)           receipt by Administrative Agent of such other documents, instruments and/or agreements as Administrative Agent may reasonably request; and

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(h)           Borrower shall have paid to Administrative Agent, for the benefit of Lenders, an amount with respect to each Lender equal to (i) the sum of such Lender’s Revolving Loan Commitment Amount plus such Lender’s Term Loan B Commitment Percentage of the Term Loan B multiplied by (ii) one-half of one percent (0.50%) per annum for the period from the date hereof to the Closing Date.

Each Lender, by delivering its signature page to this Agreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Financing Document, each additional Operative Document and each other document, agreement and/or instrument required to be approved by Administrative Agent, Required Lenders or Lenders, as applicable, on the Closing Date.

If the Closing Date shall not have occurred on or prior to February 22, 2008, this Agreement shall terminate on such date except that the provisions of Articles 9, 10 and 11 shall survive such termination.

Section 7.2            Conditions to Each Loan, Support Agreement and Lender Letter of Credit.

The obligation of Lenders to make a Loan (other than Revolving Loans made pursuant to either of Section 2.11(b) and/or Section 2.14(c)), of Administrative Agent to issue any Support Agreement or of any LC Issuer to issue any Lender Letter of Credit (including, in each case, on the Closing Date) is subject to the satisfaction of the following additional conditions:

(a)           in the case of a Revolving Loan Borrowing, receipt by Administrative Agent of a Notice of Borrowing (or telephonic or electronic notice, as permitted by Section 2.8(b)(ii)) in accordance with Section 2.8(b) and, in the case of any Support Agreement or Lender Letter of Credit, receipt by Administrative Agent of a Notice of LC Credit Event in accordance with Section 2.14(b);

(b)           the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit;

(c)           the fact that, immediately before and after such borrowing or issuance, no Default or Event of Default shall have occurred and be continuing; and

(d)           the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date.

Each giving of a Notice of LC Credit Event hereunder, each giving of a Notice of Borrowing hereunder and each acceptance by Borrower of the proceeds of any Loan made hereunder shall, except as set forth in the Notice of LC Credit Event or Notice of Borrowing, be deemed to be a representation and warranty by Borrower on the date of such notice or acceptance as to the facts specified in Sections 7.2(b), 7.2(c) and 7.2(d).

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ARTICLE 8.
EVENTS OF DEFAULT

Section 8.1            Events of Default.

For purposes of the Financing Documents, the occurrence of any of the following conditions and/or events, whether voluntary or involuntary, by operation of Law or otherwise, shall constitute an “Event of Default”:

(a)           Borrower shall fail to pay when due any principal, interest, premium or fee under any Financing Document or any other amount payable under any Financing Document;

(b)           Borrower shall fail to observe or perform any covenant contained in Section 4.1, Section 4.4(b), Section 4.6, Section 4.7, Section 4.12, Article 5 (excluding Sections 5.2 (solely with respect to non-consensual Liens prohibited thereunder) and 5.17), or Article 6; or Borrower shall fail to observe or perform any covenant contained in Section 4.9, 4.10, 4.11, 5.2 (solely with respect to non-consensual Liens prohibited thereunder) or 5.17 and such default is not remedied within fifteen (15) days after the earlier of (i) receipt by Borrower of notice from Administrative Agent or Required Lenders of such default or (ii) actual knowledge of Borrower or any other Credit Party of such default;

(c)           any Credit Party defaults in the performance of or compliance with any term contained in this Agreement or in any other Financing Document (other than occurrences described in other provisions of this Section 8.1 for which a different grace or cure period is specified or for which no grace or cure period is specified and thereby constitute immediate Events of Default) and such default is not remedied or waived within thirty (30) days after the earlier of (i) receipt by Borrower of notice from Administrative Agent or Required Lenders of such default or (ii) actual knowledge of Borrower or any other Credit Party of such default;

(d)           any representation, warranty, certification or statement made by any Credit Party or any other Person in any Financing Document or in any certificate, financial statement or other document delivered pursuant to any Financing Document is incorrect in any respect (or in any material respect if such representation, warranty, certification or statement is not by its terms already qualified as to materiality) when made (or deemed made);

(e)           (i) failure of any Credit Party to pay when due or within any applicable grace period any principal, interest or other amount on Debt (other than the Loans) or in respect of any Swap Contract, or the occurrence of any breach, default, condition or event with respect to any Debt (other than the Loans) or in respect of any Swap Contract, if the effect of such failure or occurrence is to cause or to permit the holder or holders of any such Debt, or the counterparty under any such Swap Contract, to cause Debt or other liabilities having an individual principal amount in excess of $2,500,000 (or any amount, solely with respect to Swap Contracts) or having an aggregate principal amount in excess of $2,500,000 (or any amount, solely with respect to Swap Contracts) to become or be declared immediately due and payable; or (ii) the occurrence of any breach or default under any terms or provisions of any Subordinated Debt Document or under any agreement subordinating the Subordinated Debt to all or any portion of the Obligations or the occurrence of any event requiring the prepayment of any Subordinated Debt;

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(f)            any Credit Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing;

(g)           an involuntary case or other proceeding shall be commenced against any Credit Party seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) days; or an order for relief shall be entered against any Credit Party under the federal bankruptcy laws as now or hereafter in effect;

(h)           (i) institution of any steps by any Person to terminate a Pension Plan if as a result of such termination any Credit Party or any member of the Controlled Group could reasonably be expected to be required to make a contribution to such Pension Plan, or could incur a liability or obligation to such Pension Plan, in excess of $2,500,000, (ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA, or (iii) there shall occur any withdrawal or partial withdrawal from a Multiemployer Plan and the withdrawal liability (without unaccrued interest) to Multiemployer Plans as a result of such withdrawal (including any outstanding withdrawal liability that any Credit Party or any member of the Controlled Group have incurred on the date of such withdrawal) exceeds $2,500,000;

(i)            one or more judgments or orders for the payment of money (not paid or fully covered by insurance maintained in accordance with the requirements of this Agreement and as to which the relevant insurance company has acknowledged coverage) aggregating in excess of $2,500,000 shall be rendered against any or all Credit Parties and either (i) enforcement proceedings shall have been commenced by any creditor upon any such judgments or orders or (ii) there shall be any period of twenty (20) consecutive days during which a stay of enforcement of any such judgments or orders, by reason of a pending appeal, bond or otherwise, shall not be in effect;

(j)            (i) Investors shall collectively cease to, directly or indirectly, own and control at least (A) 90% of the outstanding Capital Stock of Parent owned by them on the Closing Date (after giving effect to the consummation of the transactions contemplated by the Operative Documents) or (B) that percentage of the outstanding voting Capital Stock of Parent necessary at all times to elect a majority of the board of directors (or similar governing body) of Parent and to direct the management policies and decisions of Parent, (ii) Parent shall cease to, directly or indirectly, own and control one hundred percent (100%) of each class of the outstanding Capital Stock of Holdings, (iii) Holdings shall cease to directly own and control one hundred percent (100%) of each class of the outstanding Capital Stock of Borrower, (iv) except as a result of any merger permitted by Section 5.7, Borrower shall cease to, directly or indirectly,

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own and control one hundred percent (100%) of each class of the outstanding Capital Stock of each Subsidiary or (v) any “Change of Control”, “Change in Control”, or terms of similar import occurs under any Subordinated Debt Document;

(k)           any Lien created by any of the Security Documents shall at any time fail to constitute a valid and perfected Lien on a material portion of the Collateral purported to be secured thereby, subject to no prior or equal Lien except Permitted Liens, or any Credit Party shall so assert;

(l)            any Credit Party shall be prohibited or otherwise materially restrained from conducting the business theretofore conducted by it by virtue of any casualty, any labor strike, any determination, ruling, decision, decree or order of any court or regulatory authority of competent jurisdiction or any other event and such casualty, labor strike, determination, ruling, decision, decree, order or other event remains unstayed and in effect for any period of ten (10) days, and such event, in the opinion of Administrative Agent, shall have a Material Adverse Effect;

(m)          any of the Operative Documents shall for any reason fail to constitute the valid and binding agreement of any party thereto, or any such party shall so assert; or

(n)           Either of Holdings or Palace Finance engages in any type of business activity other than the ownership of the Capital Stock of Borrower by Holdings, and performance by each of its obligations under Operative Documents to which it is a party, or Holdings takes any action which would violate any of the provisions of Articles 4 or 5 hereof (assuming for purposes hereof that each such provision is expressly binding on Holdings).

Section 8.2            Acceleration and Suspension or Termination of Revolving Loan Commitment.

Upon the occurrence and during the continuance of an Event of Default, Administrative Agent may, and shall, if so requested by Required Lenders, (i) by notice to Borrower suspend or terminate the Revolving Loan Commitment and the obligations of Administrative Agent and Lenders with respect thereto, in whole or in part (and, if in part, such reduction shall be pro rata among Lenders having a Revolving Loan Commitment Percentage) and/or (ii) by notice to Borrower declare all or any portion of the Obligations to be, and such Obligations shall thereupon become, immediately due and payable, with accrued interest thereon, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrower and Borrower will pay the same; provided that in the case of any of the Events of Default specified in Section 8.1(f) or 8.1(g) above, without any notice to Borrower or any other act by Administrative Agent or Lenders, the Revolving Loan Commitment and the obligations of Administrative Agent and Lenders with respect thereto shall thereupon terminate and all of the Obligations shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrower and Borrower will pay the same.

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Section 8.3            Cash Collateral.

If an Acceleration Event shall have occurred, and so long as it continues, then without any request or the taking of any other action by Administrative Agent or Lenders, Borrower shall immediately comply with the provisions of Section 2.14(e) with respect to the deposit of cash collateral to secure the existing Letter of Credit Liabilities and future payment of related fees.

Section 8.4            Default Rate of Interest and Suspension of LIBOR Rate Options.

At the election of Administrative Agent or Required Lenders, after the occurrence of an Event of Default and for so long as it continues, (i) the Loans and other Obligations shall bear interest at rates that are two percent (2.0%) in excess of the rates otherwise payable under this Agreement, (ii) the fee described in Section 2.14(b) shall increase by a rate that is two percent (2.0%) in excess of the rate otherwise payable under such Section, (iii) as the Interest Periods for LIBOR Loans then in effect expire, such Loans shall be converted into Base Rate Loans and (iv) the LIBOR election will not be available to Borrower and (v) no Interest Period commencing during such period shall have a term of nine (9) or twelve (12) months.

Section 8.5            Setoff Rights.

During the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (i) balances held by such Lender or any of such Lender’s Affiliates at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (ii) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Administrative Agent.  Any Lender exercising a right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender in accordance with their respective Pro Rata Share of the Obligations.  Borrower agrees, to the fullest extent permitted by Law, that any Lender or any of such Lender’s Affiliates may exercise its right to set off with respect to the Obligations as provided in this Section 8.5.

Section 8.6            Application of Proceeds.

(a)           As to Borrower.  Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of Borrower or any guarantor of all or any part of the Obligations, and, as between Borrower on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent.

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(b)           After Event of Default.  Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Administrative Agent shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in such order as Administrative Agent may from time to time elect.  In the absence of any specific election made by Administrative Agent pursuant to this clause (b), payments and proceeds received by Administrative Agent pursuant to this clause (b) shall be applied in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral, second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral, third, to accrued and unpaid interest on the Obligations, fourth, to the principal amount of the Obligations then due and owing, fifth, to payment of Obligations then due and owing to any Eligible Swap Counterparty in respect of any Required Swap Contract, sixth, to provide cash collateral to secure any then outstanding Letter of Credit Liabilities and payment of related fees; seventh, to provide cash collateral to secure any other then outstanding Obligations, including Obligations in respect of Required Swap Contracts; eighth, to any other indebtedness or obligations of Borrower owing to Administrative Agent or any Lender under the Financing Documents and ninth, to provide cash collateral to secure Obligations owing to any Eligible Swap Counterparty in respect of Swap Contracts other than a Required Swap Contract.

(c)           After Acceleration Event.  Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Administrative Agent shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding, to provide cash collateral to secure any and all Letter of Credit Liabilities and future payment of related fees, as provided for in Section 2.13(e), and to the Obligations owing to any Eligible Swap Counterparty in respect of any Required Swap Contract; fifth, to Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts other than a Required Swap Contract; and sixth, to any other indebtedness or obligations of Borrower owing to Administrative Agent or any Lender under the Financing Documents.

(d)           Residuary.  Any balance remaining after giving effect to the applications set forth in this Section 8.6 shall be delivered to Borrower or to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct.  In carrying out any of the applications set forth in this Section 8.6, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Persons entitled to receive a payment or cash collateral in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category.

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ARTICLE 9.
EXPENSES AND INDEMNITY

Section 9.1            Expenses.

Borrower hereby agrees to promptly pay (i) all reasonable costs and expenses of Administrative Agent (including without limitation the fees, costs and expenses of counsel to, and independent appraisers and consultants retained by Administrative Agent) in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated by the Financing Documents, in connection with the performance by Administrative Agent of its rights and remedies under the Financing Documents and in connection with the continued administration of the Financing Documents including (A) any amendments, modifications, consents and waivers to and/or under any and all Financing Documents and (B) any periodic public record searches conducted by or at the request of Administrative Agent (including, without limitation, title investigations, UCC searches, fixture filing searches, judgment, pending litigation and tax lien searches and searches of applicable corporate, limited liability, partnership and related records concerning the continued existence, organization and good standing of certain Persons), (ii) without limitation of the preceding clause (i), all costs and expenses of Administrative Agent in connection with the creation, perfection and maintenance of Liens pursuant to the Financing Documents, (iii) without limitation of the preceding clause (i), all costs and expenses of Administrative Agent in connection with (A) protecting, storing, insuring, handling, maintaining or selling any Collateral, (B) any litigation, dispute, suit or proceeding relating to any Financing Document, and (C) any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all of the Financing Documents, (iv) without limitation of the preceding clause (i), all costs and expenses of Administrative Agent in connection with Administrative Agent’s reservation of funds in anticipation of the funding of the initial Loans to be made hereunder, provided that Borrower or any Affiliate has requested or consented to such reservation of funds, and (v) all costs and expenses incurred by Lenders in connection with any litigation, dispute, suit or proceeding relating to any Financing Document and in connection with any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all Financing Documents, provided, that to the extent that the costs and expenses referred to in this clause (v) consist of fees, costs and expenses of counsel, Borrower shall be obligated to pay such fees, costs and expenses for one counsel to Administrative Agent (and one local counsel to Administrative Agent in each jurisdiction) and for only one counsel acting for all Lenders (other than Administrative Agent).

Section 9.2            Indemnity.

Borrower hereby agrees to indemnify, pay and hold harmless Administrative Agent and Lenders and the officers, directors, employees, trustees, agents, investment advisors, collateral managers, servicers, and counsel of Administrative Agent and Lenders (collectively called the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the fees and disbursements of one counsel to the Indemnitees, taken as a whole, and one local counsel to the Indemnitees taken as a whole in each jurisdiction; provided that if (i) one or more Indemnitees shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to one or

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more other Indemnitees or (ii) the representation of the Indemnitees (or any portion thereof) by the same counsel would be inappropriate due to actual or potential differing interests between them, then such expenses shall include the fees and disbursements of one separate counsel to such Indemnitees, taken as a whole, in each relevant jurisdiction), in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such Indemnitee shall be designated a party thereto and including any such proceeding initiated by or on behalf of a Credit Party, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by Administrative Agent or Lenders) asserting any right to payment for the transactions contemplated hereby, which may be imposed on, incurred by or asserted against such Indemnitee as a result of or in connection with the transactions contemplated hereby or by the other Operative Documents (including (i)(A) as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from, any property now or previously owned, leased or operated by a Credit Party or any other Person of any Hazardous Materials or any Hazardous Materials Contamination, (B) arising out of or relating to the offsite disposal of any materials generated or present on any such property or (C) arising out of or resulting from the environmental condition of any such property or the applicability of any governmental requirements relating to Hazardous Materials, whether or not occasioned wholly or in part by any condition, accident or event caused by any act or omission of any Credit Party, and (ii) proposed and actual extensions of credit under this Agreement) and the use or intended use of the proceeds of the Loans and Letters of Credit, except that Borrower shall have no obligation hereunder to an Indemnitee with respect to any liability resulting from the gross negligence or willful misconduct of such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction.  To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable Law to the payment and satisfaction of all such indemnified liabilities incurred by the Indemnitees or any of them.

ARTICLE 10.
ADMINISTRATIVE AGENT