Exhibit 10.2

$290,000,000

CREDIT AGREEMENT

dated as of February 14, 2007,

by and among

PGS SOLUTIONS, INC.,
as Borrower,

PGS HOLDING CORP.,
as Holdings,

the Lenders referred to herein

and

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent, Swingline Lender and Issuing Lender

WACHOVIA CAPITAL MARKETS, LLC,
as Co-Lead Arranger and Joint Book Manager

▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P.,
as Syndication Agent, Co-Lead Arranger and Joint Book Manager

▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

TABLE OF CONTENTS

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EXHIBITS

SCHEDULES

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CREDIT AGREEMENT, dated as of February 14, 2007, by and among PGS HOLDING CORP., a Delaware corporation (“Holdings”), PGS Solutions, Inc., a Delaware corporation (the “Borrower”), the lenders who are or may become a party to this Agreement (collectively, the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P., as Syndication Agent.

STATEMENT OF PURPOSE

WHEREAS, pursuant to a stock purchase agreement dated as of December 8, 2006 (as amended, supplemented or otherwise modified through the date hereof, the “Acquisition Agreement”) between ▇▇▇▇▇▇▇ Inc., a Delaware corporation, and the other entities designated as selling entities therein (together, the “Seller”), Holdings and, solely for certain specified purposes, The Veritas Capital Fund III, L.P., the Seller has agreed to sell to Holdings and Holdings has agreed to purchase (the “Acquisition”) all of the equity interests of Borrower and certain of Borrower’s subsidiaries and affiliates;

WHEREAS, pursuant to the Acquisition Documents (as defined herein), substantially simultaneously with the consummation of the Acquisition, (i) certain of the Equity Investors will (A) make a cash equity investment in the common equity in PGS Holding LLC (“Holding Parent”) in an amount not less than $155.0 million, which will in turn contribute such amounts to the common equity of Holdings, and (B) make a cash equity investment in the Qualified Preferred Equity in Holdings in an amount not less than $2.0 million and (ii) the Seller will be issued Qualified Preferred Equity in Holdings in an amount with a liquidation preference of not less than $40.0 million (together, the “Equity Contribution”);

WHEREAS, concurrently herewith, Borrower will issue $190.0 million in aggregate principal amount of unsecured Senior Subordinated Notes;

WHEREAS, the proceeds of the initial borrowing hereunder, together with the proceeds from the issuance of the Senior Subordinated Notes and from the Equity Contribution, will be used to pay the consideration under the Acquisition Agreement and to pay fees and expenses incurred in connection with the Transactions;

WHEREAS, Borrower has requested that (i) the Term Loan Lenders make Term Loans to Borrower of $240.0 million in the aggregate and (ii) the Revolving Credit Lenders provide Revolving Credit Commitments of $50.0 million in the aggregate to be available for Revolving Credit Loans to Borrower and Letters of Credit issued for the account of Borrower (of which no more than $15.0 million (without giving effect to Letters of Credit) will be drawn on the Closing Date (subject to Section 2.1));

WHEREAS, Borrower has agreed to secure all of its Obligations by granting to Administrative Agent, for the benefit of Secured Parties, a lien and security interest in substantially all of its tangible and intangible properties and assets, including a pledge of all of the Capital Stock of each of its Domestic Subsidiaries and the Capital Stock representing 66% of the voting power of all the Capital Stock of each of its first tier Foreign Subsidiaries;

WHEREAS, Guarantors have agreed to guarantee the obligations of Borrower hereunder and to secure their respective Obligations by granting to Administrative Agent, for the benefit of Secured Parties a lien and security interest in substantially all of their respective tangible and intangible properties and assets, including a pledge of all of the Capital Stock of each of their respective Domestic Subsidiaries (including Borrower) and the Capital Stock representing 66% of the voting power of all the Capital Stock of each of their respective first tier Foreign Subsidiaries; and

WHEREAS, Borrower has requested, and the Lenders have agreed, to extend certain credit facilities to Borrower on the terms and conditions of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1.        Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below:

“Account Debtor” means any Person who is or who may become obligated to Borrower or any of its Subsidiaries under, or with respect to, or on account of, an Account.

“Accounts” means all present or future accounts receivable of Borrower or any of its Subsidiaries and all rights of Borrower or any of its Subsidiaries to payment for goods sold or leased or to be sold or leased or for services rendered or to be rendered, whether or not earned by performance.

“Acquisition” has the meaning assigned in the recitals hereto.

“Acquisition Agreement” has the meaning assigned in the recitals hereto.

“Acquisition Documents” shall mean the collective reference to the Acquisition Agreement and the other documents listed on Schedule 7.1(z).

“Acquisition Representations” means the representations made by or with respect to the Seller or the Borrower in the Acquisition Agreement (but only to the extent that Holdings has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement).

“Acquisition Transaction Costs” means the fees and expenses incurred by Holdings and its Subsidiaries in connection with the Transactions, including any severance payments made to former employees and any transition costs and expenses.

“Administrative Agent” means Wachovia, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 13.6.

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“Administrative Agent’s Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 14.1(c).

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

“Affiliate” means, with respect to any Person, any other Person (other than a Subsidiary of Borrower) which directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person or any of its Subsidiaries. As used in this definition, the term “control” means (a) the power to vote ten percent (10%) or more of the securities or other equity interests of a Person having ordinary voting power (excluding any securities or equity interests having such power only upon the occurrence of a contingency which has not yet occurred), or (b) the possession, directly or indirectly, of any other power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Affiliated Approved Fund” means Approved Funds that are administered or managed by (i) a single entity or (ii) an Affiliate of such entity.

“Agents” means the Administrative Agent and the Syndication Agent.

“Aggregate Commitment” means the aggregate amount of the Lenders’ Commitments hereunder, as such amount may be reduced or otherwise modified at any time or from time to time pursuant to the terms hereof. On the Effective Date, the Aggregate Commitment shall be two hundred ninety million dollars ($290,000,000).

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

“Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations, executive orders and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

“Applicable Margin” and “Applicable Revolving Credit Commitment Fee Percentage” means (i) with respect to Term Loans, the corresponding percentages per annum as set forth below based on the Consolidated Leverage Ratio:

 and (ii) with respect to Revolving Credit Loans, the corresponding percentages per annum as set forth below based on the Consolidated Leverage Ratio:

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The Applicable Margin and the Applicable Revolving Credit Commitment Fee Percentage shall be determined and adjusted quarterly on the date (each a “Calculation Date”) ten (10) Business Days after receipt by the Administrative Agent of the Officer’s Compliance Certificate pursuant to Section 8.2 for the most recently ended Fiscal Quarter of Borrower; provided that (a) the Applicable Margin and the Applicable Revolving Credit Commitment Fee Percentage shall be based on Pricing Level III (for Revolving Credit Loans) and Pricing Level II (for Term Loans) until the first Calculation Date occurring after the Effective Date, and thereafter the Pricing Level shall be determined by reference to the Consolidated Leverage Ratio as of the last day of the most recently ended Fiscal Quarter of Borrower preceding the applicable Calculation Date, and (b) if Borrower fails to provide the Officer’s Compliance Certificate as required by Section 8.2 for the most recently ended Fiscal Quarter of Borrower preceding the applicable Calculation Date, the Applicable Margin and the Applicable Revolving Credit Commitment Fee Percentage from such Calculation Date shall be based on Pricing Level III (for the Revolving Credit Loans) and Pricing Level II (for Term Loans) until such time as an appropriate Officer’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Consolidated Leverage Ratio as of the last day of the most recently ended Fiscal Quarter of Borrower preceding such Calculation Date. The Applicable Margin and the Applicable Revolving Credit Commitment Fee Percentage shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin or the Applicable Revolving Credit Commitment Fee Percentage shall be applicable to all Extensions of Credit then existing or subsequently made or issued. In the event that any financial statement or Compliance Certificate delivered pursuant to Section 8.2 is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin or Applicable Revolving Credit Commitment Fee Percentage for any period (an “Applicable Period”) than the Applicable Margin or Applicable Revolving Credit Commitment Fee Percentage applied for such Applicable Period, and only in such case, then (i) Borrower shall immediately deliver to the Administrative Agent a corrected Compliance Certificate for such Applicable Period, (ii) the Applicable Margin and the Applicable Revolving Credit Commitment Fee Percentage shall be determined based upon the corrected Compliance Certificate, and (iii) Borrower shall immediately pay to the Administrative Agent the accrued additional interest or Commitment Fees owing as a result of such increased Applicable Margin or Applicable Revolving Credit Commitment Fee Percentage for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 5.1(d). This definition shall not limit the rights of the Administrative Agent and Lenders with respect to Sections 5.1(c) and 12.1.

“Approved Fund” means any Person (other than a natural Person), including, without limitation, any special purpose entity, 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; provided that such Approved Fund must be administered, managed

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or underwritten by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means Wachovia Capital Markets LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners L.P..

“Asset Disposition” means the disposition of any or all of the assets (including, without limitation, the Capital Stock of a Subsidiary or any ownership interest in a joint venture) of any Credit Party or any Subsidiary thereof whether by sale, lease, transfer or otherwise, in a single transaction, or in a series of related transactions in any Fiscal Year for gross proceeds in the aggregate in excess of $1,500,000. The term “Asset Disposition” shall not include any Equity Issuance.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 14.10), and accepted by the Administrative Agent, in substantially the form of Exhibit G or any other form approved by the Administrative Agent.

“Assignment of Claims Act” means Assignment of Claims Act of 1940 (41 U.S.C. Section 15, 31 U.S.C. Section 3737, and 31 U.S.C. Section 3727), including all amendments thereto and regulations promulgated thereunder.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

“Base Rate” means, at any time, the higher of (a) the Prime Rate and (b) the Federal Funds Rate plus 1/2 of 1%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate or the Federal Funds Rate.

“Base Rate Loan” means any Loan bearing interest at a rate based upon the Base Rate as provided in Section 5.1(a).

“Borrower” has the meaning assigned thereto in the introductory paragraph hereto.

“Business Day” means (a) for all purposes other than as set forth in clause (b) below, any day other than a Saturday, Sunday or legal holiday on which banks in Charlotte, North Carolina and New York, New York, are open for the conduct of their commercial banking business, and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, any LIBOR Rate Loan, any day that is a Business Day described in clause (a) and that is also a day for trading by and between banks in Dollar deposits in the London interbank market.

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“Business Material Adverse Effect” shall have the meaning assigned to such term in the Acquisition Agreement.

“Calculation Date” has the meaning assigned thereto in the definition of Applicable Margin.

“Capital Asset” means, with respect to Borrower and its Subsidiaries, any asset that should, in accordance with GAAP, be classified and accounted for as a capital asset on a Consolidated balance sheet of Borrower and its Subsidiaries.

“Capital Expenditures” means with respect to Borrower and its Subsidiaries for any period, the aggregate cost of all Capital Assets acquired by Borrower and its Subsidiaries during such period, as determined in accordance with GAAP.

“Capital Lease” means any lease of any property by Borrower or any of its Subsidiaries, as lessee, that should, in accordance with GAAP, be classified and accounted for as a capital lease on a Consolidated balance sheet of Borrower and its Subsidiaries.

“Capital Stock” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person (other than Earnouts or similar consideration payable in connection with a Permitted Acquisition).

“Cash Equivalents” means (a) United States dollars; (b) securities issued, or directly, unconditionally and fully guaranteed or insured, by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition by such Person; (c) time deposits and certificates of deposit of any Lender or any commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia having, capital and surplus aggregating in excess of $500,000,000 and a rating of “A” (or such other similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) with maturities of not more than one year from the date of acquisition by such Person; (d) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (b) above entered into with any bank meeting the qualifications specified in clause (c) above, which repurchase obligations are secured by a valid perfected security interest in the underlying securities; (e) commercial paper issued by any Person incorporated in the United States rated at least A-1 or the equivalent thereof by Standard & Poor’s Rating Service or at least P-1 or the equivalent thereof by ▇▇▇▇▇’▇ Investors Service Inc., and in each case maturing not more than one year after the date of acquisition by such Person; (f) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (b) through (e) above; and (g) demand deposit accounts located in the United States, or in the case of Foreign Subsidiaries, located in the applicable foreign jurisdiction, in each case maintained in the ordinary course of business.

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“Casualty Event” means any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any property of Holdings or any of its Subsidiaries. “Casualty Event” shall include but not be limited to any taking of all or any part of any Real Property of any person or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any Applicable Law, or by reason of the temporary requisition of the use or occupancy of all or any part of any Real Property of any person or any part thereof by any Governmental Authority, civil or military, or any settlement in lieu thereof.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq. and all implementing regulations.

“Change in Control” means

(a)           (i) prior to the consummation of an IPO, if the Permitted Holders cease to own or Control directly or indirectly at least fifty percent (50%) of the aggregate voting power represented by the outstanding Capital Stock of Holdings entitled to vote in the election of members of the board of directors of Holdings or (ii) after the consummation of an IPO, any person or group of persons (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended) other than the Permitted Holders, shall obtain ownership or Control in one or more series of transactions of more than 33% of the aggregate voting power represented by the outstanding Capital Stock of Holdings and representing a greater percentage of such aggregate voting power than that represented by the Capital Stock of Holdings owned or Controlled directly or indirectly by the Permitted Holders;

(b)           Holdings shall cease to own 100% of the Capital Stock of Borrower; or

(c)           there shall have occurred under the indenture governing the Senior Subordinated Notes or any permitted refinancing thereof any “change in control” or similar provision (as set forth in the indenture governing the Senior Subordinated Notes or any such permitted refinancing) obligating Holdings or Borrower to repurchase, redeem or repay all or any part of the Indebtedness provided for therein.

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

“Class” means, with respect to any Lender, such Lender’s status as a Revolving Credit Lender or a Term Loan Lender.

“Closing Date” means the date of this Agreement.

“CMS Agreements” means (i) Task Order 0004 Contract #500-014-0050 between Centers for Medicare & Medicaid and Borrower, effective September 1, 2001 for Telephone

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Customer Service Strategy and (ii) Task Order 0001 against Contract #HHSM-500-2007-00001I between US Government Centers for Medicare and Medicaid through CMS, OAGM, AGG, DBSC and Borrower, effective October 26, 2006, for customer service functions in support of a contact center environment within CMS’ CCCS program.

 “Code” means the Internal Revenue Code of 1986, and the rules and regulations thereunder, each as amended or modified from time to time.

“Collateral” means any and all of the property and assets constituting the collateral securing the Obligations in which a security interest or lien is granted pursuant to the Security Documents.

“Collateral Agreement” means the collateral agreement of even date executed by the Credit Parties in favor of the Administrative Agent for the benefit of itself and the Secured Parties, substantially in the form of Exhibit I.

“Collateral Agreement Collateral” means all property in which a security interest is created pursuant to the Collateral Agreement (a) on the Closing Date or (b) thereafter pursuant to Section 9.11.

“Commitment” means, as to any Lender, such Lender’s Revolving Credit Commitment and Term Loan Commitment, as applicable.

“Commitment Percentage” means, as to any Lender, such Lender’s Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable.

“Consolidated” means, when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

“Consolidated Cash Interest Expense” means, with respect to Borrower and its Subsidiaries for any period, Consolidated Interest Expense for such period, less the sum of (without duplication and to the extent, but only to the extent, included in the determination of Consolidated Interest Expense for such period):  (i) amortization of debt discount and debt issuance fees and (ii) pay-in-kind interest or other non-cash interest expense.

“Consolidated Current Assets” means, as at any date of determination, the total assets of Borrower and its Subsidiaries on a Consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding (i) Cash Equivalents and (ii) deferred tax assets.

“Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of Borrower and its Subsidiaries on a Consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding (i) the current portion of any long-term Indebtedness, (ii) any deferred tax liabilities, (iii) taxes payable and (iv) interest payable.

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“Consolidated EBITDA” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for Borrower and its Subsidiaries in accordance with GAAP:  (a) Consolidated Net Income for such period plus (b) the sum of the following to the extent deducted in determining Consolidated Net Income for such period:  (i) taxes based on income, receipts or profits, paid or accrued, (ii) Consolidated Interest Expense, (iii) amortization and depreciation expense, (iv) other non-cash charges (except to the extent that such non-cash charges are reserved for cash charges to be taken in the future), including long-term asset impairment charges and loss on disposals of assets, (v) extraordinary, non-recurring or unusual losses or charges, (vi) Acquisition Transaction Costs in an aggregate not to exceed $30,000,000, (vii) all reasonable transaction, restructuring and transition costs and expenses incurred during such period in connection with any Permitted Acquisition (including reasonable retention bonuses and any reasonable severance payments made to former employees), (viii) all expenses and costs incurred and all other payments made or losses incurred in connection with the TSA Government Investigation and the negotiation of any related settlement with respect thereto, (ix) to the extent permitted to be made under this Agreement, Management Fees and reasonable out-of-pocket expenses in connection with the performance of management, consulting, monitoring, financial advisory or other services in respect of the Credit Parties, (x) retention bonuses incurred in connection with the Transactions not to exceed $5,000,000 and (xi) pension liabilities incurred by the Borrower which are reimbursed by the Seller pursuant to Section 8.7(j) of the Acquisition Agreement (to the extent Consolidated Net Income is not increased as a result of such reimbursement), less (c) interest income, any extraordinary, non-recurring or unusual gains (other than accruals of revenue in the ordinary course of business and reversals in such periods of accruals of, or reserves for, a cash charge in a prior period) and any gains on the disposal of assets plus (d) without duplication of amounts included in the determination of Consolidated Net Income, for each of the Fiscal Quarters ending December 31, 2006, March 31, 2007, June 30, 2007 and September 29, 2007, the amount by which operating income (and associated depreciation and amortization) from the CMS Agreements was less than $3,800,000 for each such applicable Fiscal Quarter. For purposes of this Agreement (other than for purposes of calculating Excess Cash Flow), Consolidated EBITDA shall be adjusted on a pro forma basis, in a manner reasonably acceptable to the Administrative Agent, to include, as of the first day of any applicable period, the Acquisition, any Permitted Acquisition and any Asset Disposition closed during such period, including, without limitation, adjustments reflecting any non-recurring costs and any extraordinary expenses of the Acquisition, any Permitted Acquisition and any Asset Disposition closed during such period and any Pro Forma Cost Savings attributable to the Acquisition, such Permitted Acquisition or any Asset Disposition, each calculated on a basis consistent with GAAP or as approved by the Administrative Agent; provided, that any Pro Forma Cost Savings for the Acquisition or a Permitted Acquisition may not exceed 15% of the Consolidated EBITDA of the acquired business for the most recent period of four quarters for which financial statements are available (with Consolidated EBITDA and Consolidated Net Income for such acquired business being determined as if references to “Borrower and its Subsidiaries” were instead to the acquired business) or if such Pro Forma Cost Savings are greater than 15% of such Consolidated EBITDA, all such Pro Forma Cost Savings shall be in compliance with Regulation S-X of the Securities Exchange Act of 1934, as amended or as approved by the Administrative Agent. Notwithstanding any of the foregoing, if the Fiscal Quarters ending as of September 30, 2006 and June 30, 2006 are included in any period for which Consolidated EBITDA is being determined,

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Consolidated EBITDA for such Fiscal Quarters shall be deemed to be the amounts set forth on Schedule 1.1(b).

“Consolidated Interest Expense” means, with respect to Borrower and its Subsidiaries for any period, the gross interest expense (including, without limitation, interest expense attributable to Capital Leases, Synthetic Leases and all net payment obligations pursuant to Hedging Agreements) of Borrower and its Subsidiaries, all determined for such period on a Consolidated basis, without duplication, in accordance with GAAP. For purposes of this Agreement, Consolidated Interest Expense shall be adjusted on a pro forma basis, in a manner reasonably acceptable to the Administrative Agent, to give effect to any Indebtedness incurred, assumed or permanently repaid or extinguished during the applicable period in connection with the Transactions, any Permitted Acquisition or any disposition as if such incurrence, assumption, repayment or extinguishing had been effected on the first day of such period.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness on such date, less the aggregate amount of unrestricted Cash Equivalents greater than $5,000,000 of Borrower and its Subsidiaries on such date to (b) Consolidated EBITDA for the period of four (4) consecutive Fiscal Quarters ending on or most recently prior to such date.

“Consolidated Net Income” means, with respect to Borrower and its Subsidiaries, for any period of determination, the net income (or loss) of Holdings and its Subsidiaries for such period, determined on a Consolidated basis in accordance with GAAP; provided that there shall be excluded from Consolidated Net Income:  (a) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Closing Date, (b) the net income (or loss) of any Person that is not a Subsidiary, in which Holdings or any of its Subsidiaries has a joint interest with a third party, except to the extent such net income is actually paid in cash to Holdings or any of its Subsidiaries by dividend or other distribution during such period, (c) the net income (if positive) of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary to Holdings or any of its Subsidiaries of such net income is not at the time permitted by operation of the terms of its charter or any agreement or instrument applicable to such Subsidiary or Applicable Law, (d) gains or losses realized in connection with Asset Dispositions (without regard to the $1,500,000 limitation set forth in the definition thereof) or other dispositions or the extinguishment of Indebtedness, (e) gains or losses due solely to fluctuations in currency values and the related tax effects in accordance with GAAP, (f) income or loss attributable to discontinued operations, (g) all gains realized on or because of the purchase or other acquisition by a Credit Party of any securities of such Credit Party or any other Credit Party, (h) the cumulative effect of a change in accounting principles, (i) any goodwill impairment charges and (j) any non-cash charges resulting from the application of the purchase method of accounting in accordance with GAAP in connection with the Acquisition or any Permitted Acquisition.

“Consolidated Total Indebtedness” means, as of any date of determination with respect to Borrower and its Subsidiaries on a Consolidated basis, without duplication, the sum of all Indebtedness (other than Indebtedness of the type referred to in clauses (f) (so long as undrawn) and (g) of the definition of “Indebtedness”) of Borrower and its Subsidiaries.

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“Contested Collateral Lien Conditions” shall mean the following conditions:

(a)           Borrower shall cause any proceeding instituted contesting such Lien to stay the sale or forfeiture of any portion of the Collateral on account of such Lien; and

(b)           at the option and at the request of the Administrative Agent, to the extent such Lien is in an amount in excess of $500,000, the appropriate Credit Party shall maintain cash reserves in an amount sufficient to pay and discharge such Lien and the Administrative Agent’s reasonable estimate of all interest and penalties related thereto; and

(c)           such Lien shall in all respects be subject and subordinate in priority to the Lien and security interest created and evidenced by the Security Documents, except if and to the extent that the Applicable Law creating, permitting or authorizing such Lien provides that such Lien is or must be superior to the Lien and security interest created and evidenced by the Security Documents.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Facility” means, collectively, the Revolving Credit Facility, the Term Loan Facility, the Swingline Facility and the L/C Facility.

“Credit Parties” means, collectively, Borrower and the Guarantors.

“Cure Proceeds” shall have the meaning set forth in Section 12.6 hereto.

“Cure Right” shall have the meaning set forth in Section 12.6 hereto.

“Debt Issuance” shall mean the issuance of any Indebtedness by Holdings or any of its Subsidiaries, excluding any Equity Issuance.

“Debt Rating” means, as of any date of determination, the ratings as determined by either S&P or ▇▇▇▇▇’▇ of Borrower’s non-credit-enhanced, senior secured and unsecured long-term debt.

“Default” means any of the events specified in Section 12.1 which with the passage of time, the giving of notice or any other condition would constitute an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Revolving Credit Loans, the Term Loans, participations in L/C Obligations or participations in Swingline Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless such amount is the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

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“Dispute” means any dispute, claim or controversy arising out of, connected with or relating to this Agreement or any other Loan Document, between or among parties hereto and to the other Loan Documents.

“Disqualified Capital Stock” shall mean any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the first anniversary of the maturity date of the Senior Subordinated Notes, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Capital Stock referred to in (a) above, in each case at any time on or prior to the first anniversary of the maturity date of the Senior Subordinated Notes, or (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations; provided, however, that any Capital Stock that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Capital Stock is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Capital Stock upon the occurrence of a change in control or an asset sale occurring prior to the first anniversary of the maturity date of the Senior Subordinated Notes shall not constitute Disqualified Capital Stock if such Capital Stock provides that the issuer thereof will not redeem any such Capital Stock pursuant to such provisions prior to the repayment in full of the Obligations.

“Dollars” or “$” means, unless otherwise qualified, dollars in lawful currency of the United States.

“Domestic Subsidiary” means any Subsidiary organized under the laws of any political subdivision of the United States (other than Puerto Rico).

“Earnout” means (a) any initially contingent payment obligation related to a Permitted Acquisition, including, without limitation, in the form of earnout payments, purchase price adjustments, deferred purchase price payments and bonuses and other forms of compensation to directors, officers, employees or consultants, in each case so long as (i) such payment obligations are contingent at the time such obligation is incurred or entered into, and subject to adjustment based on the performance of the Person and/or assets so acquired, (ii) such payment obligations are not subject, at the time such obligation is entered into, to any minimum payment, in whole or in part by Holdings or any of its Subsidiaries, and (iii) prior to becoming fixed or matured, such payment obligations are not evidenced by a promissory note or secured by a pledge of assets by Holdings or any of its Subsidiaries, or (b) the portion of a payment obligation described in clause (a) which has become fixed and matured.

“Effective Date” means the date of this Agreement or such later Business Day upon which each condition described in Section 6.2 shall be satisfied or waived in all respects in a manner reasonably acceptable to the Administrative Agent and the Required Lenders.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person) approved by (i) the Administrative

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Agent (such approval not to be unreasonably withheld or delayed), (ii) in the case of any assignment of a Revolving Credit Commitment, the Swingline Lender and the Issuing Lender, and (iii) unless an Event of Default described in Section 12.1(a), (b), (i) or (j) has occurred and is continuing, Borrower (each such approval not to be unreasonably withheld or delayed); provided that, notwithstanding the foregoing, “Eligible Assignee” shall not include Holdings or any of Holdings’ Affiliates or Subsidiaries.

“Employee Benefit Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA which any Credit Party or Subsidiary of any Credit Party maintains, sponsors, participates in or has any liability with respect to the employees or former employees of any Credit Party or any Subsidiary of any Credit Party.

“Environmental Claims” means any and all actions, suits, written demands, demand letters, claims, liens, allegations, notices of noncompliance or violation or potential responsibility, investigations, or proceedings relating in any way to any actual or alleged violation of or liability under any Environmental Law or relating to any Environmental Permit, including, without limitation, any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to human health or the environment.

“Environmental Laws” means any and all federal, foreign, state, provincial and local laws, statutes, ordinances, codes, rules, standards and regulations and the common law, and permits, licenses, approvals and orders of courts or Governmental Authorities, relating to the protection of human health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, Release, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials.

“Environmental Permit” means any permit, license, approval, registration, notification, consent or other authorization required under any Environmental Law.

“Equity Contribution” shall have the meaning assigned in the recitals hereto.

“Equity Investors” shall mean the Permitted Holders and one or more other investors reasonably satisfactory to the Administrative Agent.

“Equity Issuance” means any issuance by Holdings or any of its Subsidiaries to any Person which is not a Credit Party of (a) shares of its Capital Stock, (b) any shares of its Capital Stock pursuant to the exercise of options or warrants, (c) any shares of its Capital Stock pursuant to the conversion of any debt securities to equity or (d) the receipt by Holdings or any of its Subsidiaries of any cash capital contributions. The term “Equity Issuance” shall not include (i) any Asset Disposition, (ii) any Debt Issuance, (iii) the Equity Contribution, (iv) Permitted Cure Securities, (v) shares of Holdings issued upon exercise of options issued to officers and employees or (vi) shares of Holdings issued as consideration to sellers in connection with a Permitted Acquisition.

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“ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, each as amended or modified from time to time.

“ERISA Affiliate” means any Person who together with any Credit Party is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

“Eurodollar Reserve Percentage” means, for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve system (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

“Event of Default” means any of the events specified in Section 12.1; provided that any requirement for passage of time, giving of notice, or any other condition, has been satisfied.

“Excess Cash Flow” means, for any period of determination, the sum of the following determined on a Consolidated basis, without duplication, for Borrower and its Subsidiaries in accordance with GAAP:  (a) Consolidated EBITDA for such period minus (b) the sum of the following:  (i) cash taxes based on income and profits, (ii) Consolidated Cash Interest Expense for such period, (iii) all scheduled principal payments made in respect of Indebtedness during such period, (iv) all Capital Expenditures made during such period, (v) voluntary principal payments and voluntary prepayments (other than scheduled principal payments or mandatory prepayments) with respect to Term Loans and voluntary prepayments or voluntary repayments of the Revolving Credit Loans to the extent that the Revolving Credit Commitment is permanently reduced by an equal amount at the time of such payment, (vi) the cash portion of all Acquisition Transaction Costs paid during such period to the extent added back in determining Consolidated EBITDA, (vii) the cash portion of the purchase price and all reasonable transaction, restructuring and transition costs and expenses paid during such period in connection with any Permitted Acquisition (including reasonable retention bonuses and any reasonable severance payments made to former employees), (viii) cash used for investments made pursuant to Section 11.3(b) or (p), (ix) retention bonuses associated with the Transactions not to exceed $5,000,000, (x) the cash portion of all expenses and costs incurred and all other payments made or losses incurred during such period in connection with the TSA Government Investigation and the negotiation of any related settlement with respect thereto, (xi) to the extent permitted to be made under this Agreement, cash Management Fees and reasonable expenses paid or reimbursed to the Sponsor in connection with the performance of management, consultant, monitoring, financial advisory or other services in respect of the Credit Parties, (xii) permitted distributions made in cash pursuant to Section 11.6(e) and (xiii) amounts added back to Consolidated EBITDA pursuant to clause (d) of the definition thereof, minus or plus (c) any cash paid or received pursuant to a working capital purchase price adjustment pursuant to the Acquisition Agreement, minus or plus (d) any increases or decreases in Working Capital plus (e) such amounts in (b)(iv) and (b)(viii) of this definition made with proceeds of any incurrence of Indebtedness or Asset Dispositions.

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“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the Issuing Lender or any other recipient of any payment to be made by or on account of any obligation of Borrower hereunder or under any other Loan Document, (a) taxes imposed on or measured by its net income (however denominated), franchise taxes imposed on it (in lieu of net income taxes) and branch profits taxes imposed on it, by a jurisdiction (or any political subdivision thereof) as a result of the recipient being organized or having its principal office or having any other present or former connection with such jurisdiction (other than a connection resulting from any transaction contemplated by this Agreement) or, in the case of any Lender, its applicable lending office in such jurisdiction and (b) in the case of a Foreign Lender (other than an assignee pursuant to a request by Borrower under Section 5.12(b)), any U.S. federal withholding tax that (i) is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto or designates a new Lending Office, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, immediately prior to the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrower with respect to such withholding tax pursuant to Section 5.11(a) or (ii) is attributable to such Foreign Lender’s failure to comply with Section 5.11(e).

“Extensions of Credit” means, as to any Lender at any time, (a) an amount equal to the sum of (i) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, (ii) such Lender’s Revolving Credit Commitment Percentage of the L/C Obligations then outstanding, (iii) such Lender’s Revolving Credit Commitment Percentage of the Swingline Loans then outstanding and (iv) the aggregate principal amount of Term Loans made by such Lender then outstanding, or (b) the making of any Loan or participation in any Letter of Credit by such Lender, as the context requires.

“Federal Funds Rate” means, the rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) representing the daily effective federal funds rate as quoted by the Administrative Agent and confirmed in Federal Reserve Board Statistical Release H.15 (519) or any successor or substitute publication selected by the Administrative Agent and reasonably acceptable to Borrower. If, for any reason, such rate is not available, then “Federal Funds Rate” shall mean a daily rate which is determined, in the opinion of the Administrative Agent, to be the rate at which federal funds are being offered for sale in the national federal funds market at 9:00 a.m. Rates for weekends or holidays shall be the same as the rate for the most immediately preceding Business Day.

“Federal Governmental Contract” means any written agreement, commitment, contract, instrument or other binding arrangement between Borrower or any Subsidiary thereof and an agency, department or instrumentality of the United States.

“Fee Letter” means the Fee Letter, dated December 8, 2006, between Holdings, the Administrative Agent, Wachovia Investment Holdings, LLC and Wachovia Capital Markets, LLC.

“Fiscal Quarter” means a fiscal quarter of Borrower and its Subsidiaries.

“Fiscal Year” means a fiscal year of Borrower and its Subsidiaries.

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“Foreign Lender” means any Lender that is not a U.S. Person within the meaning of Section 7701(a) of the Code.

“Foreign Pledge Agreement” means each pledge agreement or similar instrument governed by the laws of a country other than the United States, executed on the Closing Date or from time to time thereafter in accordance with Section 9.11(b) by Borrower or any Guarantor that owns Capital Stock of one or more Foreign Subsidiaries organized in such country, in form and substance reasonably satisfactory to Administrative Agent.

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

“GAAP” means generally accepted accounting principles, as recognized by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, consistently applied and maintained on a consistent basis for Borrower and its Subsidiaries throughout the period indicated and (subject to Section 14.9) consistent with the prior financial practice of Borrower and its Subsidiaries.

“Governmental Approvals” means all authorizations, consents, approvals, permits, licenses and exemptions of all Governmental Authorities.

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

“Guarantors” means, collectively, Holdings and each Subsidiary Guarantor.

“Guaranty Agreement” means the unconditional guaranty agreement of even date executed by the Guarantors in favor of the Administrative Agent for the ratable benefit of itself and the Lenders, substantially in the form of Exhibit H.

“Guaranty Obligation” means, with respect to Holdings and its Subsidiaries, without duplication, any obligation, contingent or otherwise, of any such Person pursuant to which such Person has directly or indirectly guaranteed any Indebtedness of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of any such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness (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 condition or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guaranty Obligation” shall not include endorsements for collection or deposit in the ordinary course of business.

“Hazardous Materials” means any substances, materials, wastes, pollutants, contaminants, chemicals, compounds or constituents, including without limitation, asbestos, polychlorinated

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biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil, radioactive substances, natural gas or synthetic gas, which are subject to regulation, or can give rise to liability, under any Environmental Law.

“Hedging Agreement” means any agreement with respect to any Interest Rate Contract, forward rate agreement, forward foreign exchange agreement, currency swap agreement, cross-currency rate swap agreement, currency option agreement or other agreement or arrangement designed to alter the risks of any Person arising from fluctuations in interest rates or currency values.

“Hedging Obligations” means all existing or future payment and other obligations owing by Borrower under any Hedging Agreement (which such Hedging Agreement is permitted hereunder).

“Heirs” of any individual means such individual’s estate, spouse, lineal relatives (including adoptive descendants), administrator, committee or other personal representative or other estate planning vehicle and any custodian or trustee for the benefit of any spouse or lineal relatives (including adoptive descendants) of such individual.

“Holdings” has the meaning assigned thereto in the introductory paragraph hereto.

“Indebtedness” means, with respect to Holdings and its Subsidiaries, at any date and without duplication, the sum of the following calculated in accordance with GAAP:

(a)           all liabilities, obligations and indebtedness for borrowed money including, but not limited to, obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person;

(b)           all obligations to pay the deferred purchase price of property or services of any such Person (including, without limitation, all obligations under non-competition, Earnout or similar agreements (that have become fixed and matured, but excluding all other Earnouts)), except trade payables arising in the ordinary course of business not more than one hundred twenty (120) days past due;

(c)           the Attributable Indebtedness of such Person with respect to such Person’s obligations in respect of Capital Leases and Synthetic Leases (in each case, regardless of whether accounted for as indebtedness under GAAP);

(d)           all Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse (but to the extent that the recourse of the holder of such Indebtedness is limited to such asset, the amount of such Indebtedness shall be deemed to be the lesser of the maximum amount thereof or the fair market value of such asset);

(e)           all Guaranty Obligations of any such Person;

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(f)            all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not drawn, including, without limitation, any Reimbursement Obligation, and banker’s acceptances issued for the account of any such Person; and

(g)           all Net Hedging Obligations.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner unless such Indebtedness is expressly made non-recourse to such Person. For the avoidance of doubt, “Indebtedness” shall not include $42.0 million liquidation preference of Qualified Preferred Equity issued on the Closing Date.

“Indemnified Taxes” means all Taxes other than Excluded Taxes.

“Information” shall have the meaning set forth in Section 14.11 hereto.

“Insurance and Condemnation Event” means the receipt by Holdings or any of its Subsidiaries of any cash insurance proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective properties or assets.

“Insurance Policies” means the insurance policies and coverages required to be maintained by each Credit Party which is an owner of Mortgaged Property with respect to the applicable Mortgaged Property pursuant to Section 9.3 and all renewals and extensions thereof.

“Insurance Requirements” means, collectively, all provisions of the Insurance Policies, all requirements of the issuer of any of the Insurance Policies and all orders, rules, regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon each Credit Party which is an owner of Mortgaged Property and applicable to the Mortgaged Property or any use or condition thereof.

“Interest Period” has the meaning assigned thereto in Section 5.1(b).

“Interest Rate Contract” means any interest rate swap agreement, interest rate cap agreement, interest rate floor agreement, interest rate collar agreement, interest rate option or any other agreement regarding the hedging of interest rate risk exposure executed in connection with hedging the interest rate exposure of any Person and any confirming letter executed pursuant to such agreement.

“IPO” means a bona fide underwritten initial public offering of voting common Capital Stock in Holdings or a direct or indirect parent of Holdings.

“ISP98” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication No. 590.

“Issuing Lender” means Wachovia, in its capacity as issuer of any Letter of Credit, or any successor thereto.

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“Joinder Agreement” means each joinder agreement executed by a Subsidiary of Holdings in favor of the Administrative Agent for the benefit of itself and the Secured Parties, substantially in the form of Exhibit J.

“Landlord Access Agreement” means a Landlord Access Agreement, substantially in the form of Exhibit L, or such other form as may reasonably be acceptable to the Administrative Agent.

“L/C Commitment” means the lesser of (a) five million dollars ($5,000,000) and (b) the Revolving Credit Commitment.

“L/C Facility” means the letter of credit facility established pursuant to Article III.

“L/C Obligations” means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.5.

“L/C Participants” means the collective reference to all the Revolving Credit Lenders other than the Issuing Lender.

“Leases” means any and all leases, subleases, tenancies, options, concession agreements, rental agreements, occupancy agreements, franchise agreements, access agreements and any other agreements (including all amendments, extensions, replacements, renewals, modifications and/or guarantees thereof), whether or not of record and whether now in existence or hereafter entered into, affecting the use or occupancy of all or any portion of any Real Property which is used by Borrower or its Subsidiaries in connection with their business.

“Lender” means each Person executing this Agreement as a Lender (including, without limitation, the Issuing Lender and the Swingline Lender unless the context otherwise requires) set forth on the signature pages hereto, each Person that has become a Lender by executing and deliver a Lender Addendum on or prior to the Closing Date and each Person that hereafter becomes a party to this Agreement as a Lender pursuant to Section 14.10.

“Lender Addendum” means a Lender Addendum in the form of Exhibit M, or such other form as may be supplied by the Administrative Agent, to be executed and delivered by a Lender on or prior to the date hereof.

“Lending Office” means, with respect to any Lender, the office of such Lender maintaining such Lender’s Extensions of Credit.

“Letter of Credit Application” means an application, in the form specified by the Issuing Lender from time to time, requesting the Issuing Lender to issue a Letter of Credit.

“Letters of Credit” has the meaning assigned thereto in Section 3.1.

“LIBOR” means the rate of interest per annum determined on the basis of the rate for deposits in Dollars in minimum amounts of at least $5,000,000 for a period equal to the applicable

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Interest Period which appears on the Telerate Page 3750 at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period (rounded upward, if necessary, to the nearest 1/100th of 1%). If, for any reason, such rate does not appear on Telerate Page 3750, then “LIBOR” shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars in minimum amounts of at least $5,000,000 would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period. Each calculation by the Administrative Agent of LIBOR shall be conclusive and binding for all purposes, absent manifest error.

“LIBOR Rate” means a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined pursuant to the following formula:

“LIBOR Rate Loan” means any Loan bearing interest at a rate based upon the LIBOR Rate as provided in Section 5.1(a).

“Lien” means, with respect to any asset, any mortgage, deed of trust, leasehold mortgage, lien, pledge, charge, security interest, hypothecation or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person 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.

“Loan Documents” means, collectively, this Agreement, each Note, the Letter of Credit Applications, the Guaranty Agreement, the Security Documents, and each other document, instrument, certificate and agreement executed and delivered by Borrower or any Subsidiary thereof in connection with this Agreement or otherwise referred to herein or contemplated hereby (excluding any Hedging Agreement).

“Loans” means the collective reference to the Revolving Credit Loans, the Term Loan and the Swingline Loans and “Loan” means any of such Loans.

“Management Fees” means management fees paid to the Sponsor; provided that the Management Fees shall not exceed in any Fiscal Year the lesser of 2.5% of Borrower’s Consolidated EBITDA and $3,000,000.

“Material Adverse Effect” means the existence of events, conditions and/or contingencies that have had or are reasonably likely to have (a) a material adverse effect on the business, assets, results of operations or financial condition of Borrower and its Subsidiaries, taken as a whole, or (b) a material impairment of the validity or enforceability of, or a material impairment of the material rights, remedies or benefits available to the Lenders, any Issuing Lender, the Administrative Agent under any Loan Document.

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“Material Contract” means (a) any contract or agreement, written or oral, of Borrower or any of its Subsidiaries involving aggregate consideration payable to or by any such Person in an amount in excess of $15,000,000 per annum or (b) any other contract or agreement, written or oral, of Borrower or any of its Subsidiaries, a material default under which, or the termination of which prior to its scheduled expiration, could reasonably be expected to have a Material Adverse Effect.

“Material Government Contract” means any Federal Governmental Contract, and where applicable individual delivery and individual task orders under any Federal Governmental Contract, (i) involving monetary liability of or to any such Person in an amount in excess of $15,000,000 over the remaining term of such contract and (ii) that has a remaining term of greater than six (6) months.

“Mortgaged Property” means each parcel of Real Property subject to a Mortgage.

“Mortgages” means the collective reference to each mortgage, deed of trust or other real property security document creating and evidencing a Lien on a Mortgaged Property, encumbering all Real Property now or hereafter owned by Borrower or any Subsidiary and with respect to which Borrower or any Subsidiary is required to deliver such mortgage, deed of trust or other document pursuant to Section 9.11(c), in form and substance reasonably acceptable to the Administrative Agent with such schedules and including such provisions as shall be necessary to conform such document to applicable local and foreign law or as shall be customary under applicable or foreign law and executed by Borrower or any Subsidiary in favor of the Administrative Agent, for the ratable benefit of itself and the Lenders.

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

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which Borrower or any ERISA Affiliate is making contributions, is accruing an obligation to make contributions or has any liability with respect thereto.

“Net Cash Proceeds” means, as applicable, (a) with respect to any Asset Disposition by any Credit Party, the gross cash proceeds received by Holdings or any of its Subsidiaries from such sale (net of purchase price adjustments reasonably expected to be payable in connection therewith; provided that, to the extent such purchase price adjustment is determined to be not payable or is otherwise not paid within 270 days of such Asset Disposition (other than as a result of a dispute with respect to such purchase price adjustment which is subject to a resolution procedure set forth in the applicable transaction documents), such proceeds shall constitute Net Cash Proceeds), less the sum of (i) all income taxes and other taxes assessed by or due to a Governmental Authority as a result of such sale and any other fees, costs and expenses incurred in connection therewith, (ii) the principal amount of, premium, if any, and interest on any Indebtedness secured by a Lien on the asset (or a portion thereof) sold, which Indebtedness is required to be repaid in connection with such sale and (iii) the amount of any reserves established by Holdings or any of its Subsidiaries to fund any contingent liabilities reasonably expected to arise (as determined in good faith by Holdings or such applicable Subsidiary (as applicable)) within one year of such transaction that are directly attributable to such transaction, (b) with respect to any Equity Issuance or issuance of Indebtedness, the gross cash proceeds received by Holdings or

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any of its Subsidiaries therefrom less all legal, underwriting, commissions and other fees and expenses incurred in connection therewith and (c) with respect to any payment under an insurance policy or in connection with a condemnation proceeding, the gross cash proceeds received by Holdings or its Subsidiaries from an insurance company or Governmental Authority, as applicable, less the sum of (i) all fees, costs and expenses in connection therewith and (ii) the principal amount of, premium, if any, and interest on any Indebtedness secured by a Lien on the asset (or a portion thereof) subject to such loss or condemnation proceeding, which Indebtedness is required to be repaid in connection with such loss or condemnation proceeding.

“Net Hedging Obligations” means, as of any date, with respect to a Hedging Agreement, the Termination Value of such Hedging Agreement on such date.

“Non-Consenting Lender” has the meaning assigned thereto in Section 14.2.

“Notes” means the collective reference to the Revolving Credit Notes, the Swingline Note and the Term Notes.

“Notice of Account Designation” has the meaning assigned thereto in Section 2.3(b).

“Notice of Borrowing” has the meaning assigned thereto in Section 2.3(a).

“Notice of Conversion/Continuation” has the meaning assigned thereto in Section 5.2.

“Notice of Prepayment” has the meaning assigned thereto in Section 2.4(b).

“Obligations” means, in each case, whether now in existence or hereafter arising:  (a) the principal of and interest on (including interest accruing after the filing of any bankruptcy or similar petition) the Loans, (b) the L/C Obligations, (c) solely for the purposes of the Security Documents, all Hedging Obligations with any Person that is a Lender or an Affiliate of a Lender at the time the related Hedging Agreement is executed and (d) all other fees and commissions (including attorneys’ fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by Holdings or any of its Subsidiaries to the Lenders or the Administrative Agent, in each case under any Loan Document with respect to any Loan or Letter of Credit of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, liquidated or unliquidated, and whether or not evidenced by any note.

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

“Officer’s Compliance Certificate” means a certificate of the chief financial officer or the treasurer of Borrower substantially in the form of Exhibit F.

“Operating Lease” means, as to any Person as determined in accordance with GAAP, any lease of property (whether real, personal or mixed) by such Person as lessee which is not a Capital Lease.

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“Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization and its by-laws or, as the case may be, its memorandum and articles, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (iii) with respect to any general partnership, its partnership agreement, (iv) with respect to any limited liability company, its articles of organization and its operating agreement, and (v) with respect to any other Person, comparable instruments and documents. In the event any term or condition of this Agreement or any other Loan Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

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

“Participant” has the meaning assigned thereto in Section 14.10(d).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor agency.

“Pension Plan” means any pension plan within the meaning of Section 3(2) of ERISA, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and (a) which is maintained for the employees of Borrower or any ERISA Affiliates or (b) with respect to which Borrower or any ERISA Affiliate has any liability.

“Perfection Certificate” means a certificate in the form of Exhibit K.

“Permitted Acquisition” means any acquisition after the Effective Date (whether by purchase, merger, amalgamation, consolidation or otherwise), by Holdings, Borrower or any Subsidiary Guarantor in the form of acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of all of the capital stock, assets or any combination thereof) of any other Person if each such other acquisition meets all of the following requirements:

(a)           no less than fifteen (15) Business Days prior to the proposed closing date of such acquisition, Borrower shall have delivered written notice and description of such acquisition to the Administrative Agent and the Lenders, which notice shall include the proposed closing date of such acquisition;

(b)           Borrower shall have certified on or before the closing date of such acquisition, in writing and in a form reasonably acceptable to the Administrative Agent, that such acquisition has been approved by the board of directors or equivalent governing body of the Person to be acquired;

(c)           the Person or business to be acquired shall be in a substantially similar line of business as Borrower and its Subsidiaries pursuant to Section 11.13;

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(d)           if such transaction is a merger or consolidation, no Change in Control shall have been effected thereby and the transaction shall comply with the requirements of Section 11.4;

(e)           Borrower shall have delivered to the Administrative Agent such documents reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent) pursuant to Section 9.11 to be delivered at the time required pursuant to Section 9.11;

(f)            no later than five (5) Business Days prior to the proposed closing date of such acquisition, Borrower shall have delivered to the Administrative Agent and the Lenders an Officer’s Compliance Certificate for the most recent Fiscal Quarter end preceding such acquisition demonstrating, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, pro forma compliance (after giving effect to the acquisition and any Extensions of Credit made or to be made in connection therewith, as if such acquisition had occurred on the first day of the applicable four quarter period) with each covenant contained in Article X;

(g)           no later than five (5) Business Days prior to the proposed closing date of such acquisition Borrower, to the extent requested by the Administrative Agent, (A) shall have delivered to the Administrative Agent promptly upon the finalization thereof copies of substantially final Permitted Acquisition Documents, which shall be in form and substance reasonably satisfactory to the Administrative Agent and (B) shall have delivered to, or made available for inspection by, the Administrative Agent substantially complete Permitted Acquisition Diligence Information;

(h)           no Event of Default shall have occurred and be continuing both before and after giving effect to such acquisition;

(i)            Borrower shall have obtained the prior written consent of the Administrative Agent and the Required Lenders prior to the consummation of such acquisition if the Permitted Acquisition Consideration for such acquisition (or series of related acquisitions) exceeds $30,000,000 or, together with all other acquisitions consummated during the term of this Agreement, exceeds $50,000,000 in the aggregate;

(j)            Borrower shall demonstrate, in form and substance reasonably satisfactory to the Administrative Agent, that the entity to be acquired had positive Consolidated EBITDA (all references to Borrower and its Subsidiaries in the definition of “Consolidated EBITDA” being deemed to refer to the entity to be acquired and its Subsidiaries for the purpose of this clause (j)) for the four (4) Fiscal Quarter period ended prior to the proposed closing date of such acquisition; and

(k)           Borrower shall provide such other documents and other information as may be reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent) in connection with the acquisition.

“Permitted Acquisition Consideration” means the aggregate amount of the purchase price (including, but not limited to, any assumed debt, Earnouts (valued at the maximum

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amount reasonably expected to be payable thereunder as determined in good faith by Borrower) or deferred payments, but excluding any Qualified Capital Stock of Holdings issued to the seller in any such Permitted Acquisition, net of the applicable acquired company’s cash and cash equivalents (including investments of the type described in Section 11.3(b)) balance as shown on its most recent financial statements delivered in connection with the applicable Permitted Acquisition) to be paid in connection with any applicable Permitted Acquisition as set forth in the applicable Permitted Acquisition Documents executed by Holdings or any of its Subsidiaries in order to consummate the applicable Permitted Acquisition.

“Permitted Acquisition Diligence Information” means with respect to any acquisition proposed by Holdings, Borrower or any Subsidiary Guarantor, to the extent applicable, all material financial information, all material contracts, and all other material information, in each case, reasonably requested to be delivered to the Administrative Agent in connection with such acquisition and which is available to Holdings, Borrower or such Subsidiary Guarantor (except to the extent that any such information is (a) subject to any confidentiality agreement, unless mutually agreeable arrangements can be made to preserve such information as confidential, (b) classified or (c) subject to any attorney-client privilege).

“Permitted Acquisition Documents” means with respect to any acquisition proposed by Holdings, Borrower or any Subsidiary Guarantor, final copies (or substantially final drafts if not executed at the required time of delivery) of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

“Permitted Cure Securities” means unsecured common equity securities or Qualified Preferred Equity of Holdings.

“Permitted Holders” means each of Sponsor and any Person Controlling, Controlled by, or under common Control with, and any fund or account Controlled or managed by or under common Control or management with the Sponsor and employees, management and directors of (including any of their Heirs), and Persons owning accounts managed or advised by or Controlled by, any of the foregoing and their respective Affiliates.

“Permitted Liens” means the Liens permitted pursuant to Section 11.2.

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

“Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by Wachovia as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by Wachovia as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

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“Pro Forma Cost Savings” means, with respect to any period, the reduction in net costs and related adjustments that (i) were directly attributable to an acquisition that occurred during the four-quarter period or after the end of the four-quarter period and on or prior to the applicable calculation date and calculated on a basis that is consistent with Regulation S-X under the Securities Act of 1933 as in effect and applied as of the date of this Agreement, (ii) were actually implemented by the business that was the subject of any such acquisition within six months after the date of the acquisition and prior to the applicable calculation date that are supportable and quantifiable by the underlying accounting records of such business or (iii) relate to the business that is the subject of any such acquisition and that Borrower reasonably determines are probable based upon specifically identifiable actions to be taken within six months of the date of the acquisition and, in the case of each of (i), (ii) and (iii), are described, as provided below, in an officers’ certificate, as if all such reductions in costs had been effected as of the beginning of such period. Pro Forma Cost Savings described above shall be set forth in a certificate delivered to the Administrative Agent from Borrower’s chief financial officer that outlines the specific actions taken or to be taken, the net cost savings achieved or to be achieved from each such action and that, in the case of clause (iii) above, such savings have been determined to be probable.

“Property” shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Capital Stock or other ownership interests of any person and whether now in existence or owned, leased or hereafter entered into or acquired, including all Real Property.

“Property Material Adverse Effect” has the meaning assigned thereto in the Mortgages.

“Qualified Capital Stock” of any person shall mean any Capital Stock of such person that are not Disqualified Capital Stock.

“Qualified Preferred Equity” means preferred equity that (a) has a perpetual maturity, (b) will not be mandatory redeemable (except upon a Change in Control) prior to 91 days after the maturity date of the Senior Subordinated Notes, (c) does not pay cash dividends while the Senior Subordinated Notes are outstanding, and (d) does not have any remedies other than the ability to designate board members.

“Real Property” shall mean, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased, otherwise held or operated by any person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Register” has the meaning assigned thereto in Section 14.10(c).

“Reimbursement Obligation” means the obligation of Borrower to reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.

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

“Release” means any spilling, leaking, pumping, emitting, emptying, discharging, injecting, escaping, leaching, migrating, dumping or disposing of Hazardous Materials (including the abandonment or discarding of barrels, containers or other closed receptacles containing Hazardous Materials) into or through the environment (including, without limitation, ambient air, indoor air, surface water, groundwater and surface or subsurface strata) or into or out of any real property, including the movement of Hazardous Materials through or in the air, soil, surface water, groundwater or property.

“Required Lenders” means, at any date, any combination of Lenders whose Revolving Credit Commitments and Term Loans outstanding aggregate more than 50 percent (50%) of the Aggregate Commitment and Term Loans outstanding or, if the Credit Facilities have been terminated pursuant to Section 12.2, any combination of Lenders holding more than fifty percent (50%) of the aggregate Extensions of Credit; provided that the Commitment of, and the portion of the Extensions of Credit, as applicable, held or deemed held by, any Defaulting Lender shall be excluded from the Aggregate Commitment and aggregate Extensions of Credit for purposes of making a determination of Required Lenders.

“Required Revolving Lenders” means, at any date, any combination of Lenders whose Revolving Credit Commitments aggregate more than 50 percent (50%) of the Aggregate Commitment outstanding or, if the Revolving Credit Commitments have been terminated pursuant to Section 12.2, any combination of Lenders holding more than fifty percent (50%) of the aggregate Extensions of Credit (without giving effect to outstanding Term Loans in the calculation of aggregate Extensions of Credit); provided that the Commitment of, and the portion of the Extensions of Credit, as applicable, held or deemed held by, any Defaulting Lender shall be excluded from the Aggregate Commitment and aggregate Extensions of Credit for purposes of making a determination of Required Revolving Lenders.

“Requirements of Law” shall mean, collectively, any and all laws, judgments, orders, decrees, ordinances, rules, regulations, statutes or case law of any Governmental Authority.

“Responsible Officer” means the chief executive officer, president, chief financial officer, controller, treasurer or assistant treasurer of a Credit Party or any other officer of a Credit Party reasonably acceptable to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Credit Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Credit Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Credit Party.

“Restricted Payment” shall have the meaning set forth in Section 11.6 hereto.

“Revolving Credit Commitment” means (a) as to any Revolving Credit Lender, the obligation of such Revolving Credit Lender to make Revolving Credit Loans to the account of Borrower hereunder in an aggregate principal amount at any time outstanding not to exceed

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the amount set forth in the Lender Addendum delivered by such Revolving Credit Lender under the caption “Amount of Commitment/Advances for the Lender Party named above” or, if such Lender has entered into one or more Assignment and Assumptions, the amount set forth opposite such Revolving Credit Lender’s name on the Register, as such amount may be reduced or modified at any time or from time to time pursuant to the terms hereof and (b) as to all Revolving Credit Lenders, the aggregate commitment of all Revolving Credit Lenders to make Revolving Credit Loans, as such amount may be reduced at any time or from time to time pursuant to the terms hereof. The aggregate Revolving Credit Commitment of all Revolving Credit Lenders on the Effective Date shall be fifty million dollars ($50,000,000).

“Revolving Credit Commitment Percentage” means, as to any Revolving Credit Lender at any time, the ratio of (a) the amount of the Revolving Credit Commitment of such Revolving Credit Lender to (b) the Revolving Credit Commitments of all Revolving Credit Lenders.

“Revolving Credit Facility” means the revolving credit facility established pursuant to Article II.

“Revolving Credit Lenders” means Lenders with a Revolving Credit Commitment.

“Revolving Credit Loans” means any revolving loan made to Borrower pursuant to Section 2.1, and all such revolving loans collectively as the context requires.

“Revolving Credit Maturity Date” means the earliest to occur of (a) the fifth anniversary of the Effective Date, (b) the date of termination by Borrower pursuant to Section 2.5, or (c) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a).

“Revolving Credit Note” means a promissory note made by Borrower in favor of a Revolving Credit Lender evidencing the Revolving Credit Loans made by such Lender, substantially in the form of Exhibit A-1.

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

“Sanctioned Entity” shall mean (i) an agency of the government of, (ii) an organization directly or indirectly controlled by, or (iii) a person resident in a country that is subject to a sanctions program identified on the list maintained by OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇▇▇.▇▇▇▇, or as otherwise published by OFAC from time to time as such program may be applicable to such agency, organization or person.

“Sanctioned Person” shall mean a person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇/▇▇▇/▇▇▇▇▇.▇▇▇▇, or as otherwise published by OFAC from time to time.

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

“Secured Parties” shall mean, collectively, the Administrative Agent, the Lenders and each party to a Hedging Agreement if at the date of entering into such Hedging Agreement such person was a Lender or an Affiliate of a Lender and such person executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which such person (i) appoints the Administrative Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 14.2, 14.3 and 14.5 as if it were a Lender.

“Security Documents” means the collective reference to the Collateral Agreement, each Joinder Agreement, the Mortgages, the Perfection Certificate, any Foreign Pledge Agreements and each other agreement or writing pursuant to which any Credit Party purports to pledge or grant a security interest in, or ▇▇▇▇▇ ▇ ▇▇▇▇ on, any property or assets securing the Obligations.

“Senior Note Guarantees” shall mean the guarantees of the Subsidiary Guarantors pursuant to the Senior Subordinated Note Agreement.

“Senior Subordinated Note Agreement” shall mean any indenture, note purchase agreement or other agreement pursuant to which the Senior Subordinated Notes are issued as in effect on the date hereof and thereafter amended from time to time subject to the requirements of this Agreement.

“Senior Subordinated Note Documents” shall mean the Senior Subordinated Notes, the Senior Subordinated Note Agreement, the Senior Note Guarantees and all other documents executed and delivered with respect to the Senior Subordinated Notes or the Senior Subordinated Note Agreement.

“Senior Subordinated Notes” shall mean $190.0 million aggregate principal amount of Borrower’s 9 5/8% Senior Subordinated Notes due 2015 issued pursuant to the Senior Subordinated Note Agreement on the Effective Date and any registered notes issued by Borrower in exchange for, and as contemplated by, such notes with terms no less favorable to the Lenders than the notes issued pursuant to the Senior Subordinated Note Agreement.

“Solvent” means, as to Holdings and its Subsidiaries taken as a whole on a particular date, that such Persons (a) have capital sufficient to carry on their business and transactions and all business and transactions in which they are about to engage and are able to pay their debts as they mature, (b) have assets having a value, both at fair valuation and at present fair saleable value, greater than the amount required to pay their probable liabilities (including contingencies), and (c) do not believe that they will incur debts or liabilities beyond their ability to pay such debts or liabilities as they mature.

“Specified Representations” means the representations and warranties contained in Sections 7.1 (a), (c), (d), (j), (k) and (aa) hereof.

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“Sponsor” means The Veritas Capital Fund Management, L.L.C. and its Controlled affiliates or any other investment vehicle Controlled by any of them.

“Subordinated Indebtedness” means the collective reference to any Indebtedness of Holdings or any Subsidiary subordinated in right and time of payment to the Obligations and containing such other terms and conditions, in each case as are reasonably satisfactory to the Required Lenders and shall include, without limitation, the Senior Subordinated Notes.

“Subsidiary” means as to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty percent (50%) of the outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity is at the time owned by or the management is otherwise Controlled by such Person (irrespective of whether, at the time, Capital Stock of any other class or classes of such corporation, partnership, limited liability company or other entity shall have or might have voting power by reason of the happening of any contingency). Unless otherwise qualified references to “Subsidiary” or “Subsidiaries” herein shall refer to those of Borrower.

“Subsidiary Guarantors” means each direct or indirect Subsidiary of Borrower in existence on the Effective Date and listed on Schedule 1.1(a) hereto or which becomes a party to a Joinder Agreement pursuant to Section 9.11.

“Survey” shall mean a survey of any Mortgaged Property (and all improvements thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Mortgaged Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Mortgaged Property or any easement, right of way or other interest in the Mortgaged Property has been granted or become effective through operation of law or otherwise with respect to such Mortgaged Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the Mortgaged Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent) to the Administrative Agent and the title company, (iv) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and (v) sufficient for the title company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Property and issue the endorsements of the type required by Section 9.11(c)(vi) or (b) otherwise acceptable to the Administrative Agent.

“Swingline Commitment” means the lesser of (a) seven million five hundred thousand dollars ($7,500,000) and (b) the Revolving Credit Commitment.

“Swingline Facility” means the swingline facility established pursuant to Section 2.2.

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“Swingline Lender” means Wachovia in its capacity as swingline lender hereunder, or any Lender that becomes the Swingline Lender upon Wachovia’s resignation as Administrative Agent.

“Swingline Loan” means any swingline loan made by the Swingline Lender to Borrower pursuant to Section 2.2, and all such swingline loans collectively as the context requires.

“Swingline Note” means a promissory note made by Borrower in favor of the Swingline Lender evidencing the Swingline Loans made by the Swingline Lender, substantially in the form of Exhibit A-2.

“Swingline Termination Date” means the Revolving Credit Maturity Date.

“Syndication Agent” means ▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners L.P., in its capacity as Syndication Agent hereunder.

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an Operating Lease in accordance with GAAP.

“Tax Payments” shall have the meaning set forth in Section 11.6(e) hereto.

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

“Term Loan” means the term loans to be made to Borrower by the Lenders pursuant to Section 4.1.

“Term Loan Commitment” means (a) as to any Term Loan Lender, the obligation of such Term Loan Lender to make a Term Loan to Borrower on the Effective Date in an aggregate principal amount not to exceed the amount set forth in the Lender Addendum delivered by such Term Loan Lender under the caption “Amount of Commitment/Advances for the Lender Party Named Above” or, if such Term Loan Lender has entered into one or more Assignment and Assumptions, the amount set forth opposite such Lender’s name on the Register, as such amount may be reduced or otherwise modified at any time or from time to time pursuant to the terms hereof and (b) as to all Lenders, the aggregate commitment of all Lenders to make Term Loans hereunder on the Effective Date. The aggregate Term Loan Commitment of all Lenders on the Effective Date shall be two hundred forty million dollars ($240,000,000).

“Term Loan Commitment Percentage” means, as to any Lender, (a) prior to making the Term Loans, the ratio of (i) the Term Loan Commitment of such Lender to (ii) the Term Loan Commitments of all Lenders and (b) after the Term Loans are made, the ratio of (i) the outstanding principal balance of the Term Loans held by such Lender to (ii) the aggregate outstanding principal balance of the Term Loan held by all Lenders.

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“Term Loan Facility” means the term loan facility established pursuant to Article IV.

“Term Loan Lenders” means Lenders with a Term Loan Commitment or Term Loans outstanding.

“Term Loan Maturity Date” means the first to occur of (a) the sixth anniversary of the Effective Date or (b) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a).

“Term Note” means a promissory note made by Borrower in favor of a Term Loan Lender evidencing the Term Loans made by such Lender, substantially in the form of Exhibit A-3.

“Termination Event” means except for any such event or condition that could not reasonably be expected to have a Material Adverse Effect:  (a) a “Reportable Event” described in Section 4043 of ERISA for which the notice requirement has not been waived by the PBGC, or (b) the withdrawal of Borrower or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC, or (e) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or (f) the imposition of a Lien pursuant to Section 412 of the Code or Section 302 of ERISA, or (g) the partial or complete withdrawal of Borrower of any ERISA Affiliate from a Multiemployer Plan if withdrawal liability is asserted by such plan, or (h) any event or condition which results in the reorganization or insolvency of a Multiemployer Plan under Sections 4241 or 4245 of ERISA, or (i) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA, or (j) the “substantial cessation of operations” within the meaning of Section 4062(e) of ERISA with respect to a Pension Plan, or (k) the making of any amendment to any Pension Plan which could result in the imposition of a lien or the posting of a bond or other security, or (l) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA).

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

“Transaction Affiliate” has the meaning assigned thereto in Section 13.10.

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“Transaction Costs” means all transaction fees, charges and other amounts related to Permitted Acquisitions (including, without limitation, any financing fees, merger and acquisition fees, legal fees and expenses, due diligence fees or any other fees and expenses in connection therewith).

“Transaction Documents” shall mean the Acquisition Documents, the Senior Subordinated Note Documents and the Loan Documents.

“Transactions” shall mean, collectively, the transactions to occur on or prior to the Closing Date pursuant to the Transaction Documents, including (a) the consummation of the Acquisition; (b) the execution, delivery and performance of the Loan Documents; (c) the Equity Contribution; (d) the issuance of the Senior Subordinated Notes; and (e) the payment of all fees and expenses to be paid on or prior to the Closing Date and owing in connection with the foregoing.

“TSA Government Investigation” means the investigation by the government of the United States of America in connection with a contract awarded by the Transportation Security Administration to NCS ▇▇▇▇▇▇▇, Inc. in 2002.

“UCC” means the Uniform Commercial Code as in effect in the State of New York, as amended or modified from time to time.

“Uniform Customs” means the Uniform Customs and Practice for Documentary Credits (1993 Revision), effective January, 1994 International Chamber of Commerce Publication No. 500.

“United States” or “U.S.” means the United States of America.

“Wachovia” means Wachovia Bank, National Association, a national banking association, and its successors.

“Wholly-Owned” means, with respect to a Subsidiary, that all of the shares of Capital Stock of such Subsidiary are, directly or indirectly, owned or Controlled by Borrower and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other shares required by Applicable Law to be owned by a Person other than Borrower).

“Working Capital” means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.

SECTION 1.2.        Other Definitions and Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:  (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (d) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (e) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented

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or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (f) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (g) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (h) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (i) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (j) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form, (k) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including,” and (l) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

SECTION 1.3.        Accounting Terms. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements required by Section 8.1(b), except as otherwise specifically prescribed herein.

SECTION 1.4.        UCC Terms. Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect.

SECTION 1.5.        Rounding. Any financial ratios required to be maintained by Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.6.        References to Laws. Unless otherwise expressly provided herein, references to any Applicable Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Applicable Law.

SECTION 1.7.        Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

SECTION 1.8.        Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all prospective increases thereof provided for in such Letter of Credit, whether or not such maximum face amount is in effect at such time.

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ARTICLE II

REVOLVING CREDIT FACILITY

SECTION 2.1.        Revolving Credit Loans. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, each Revolving Credit Lender severally agrees to make Revolving Credit Loans to Borrower from time to time from the Closing Date through, but not including, the Revolving Credit Maturity Date as requested by Borrower in accordance with the terms of Section 2.3; provided that (a) the aggregate principal amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested) shall not exceed the Revolving Credit Commitment less the sum of all outstanding Swingline Loans and L/C Obligations and (b) the principal amount of outstanding Revolving Credit Loans from any Revolving Credit Lender to Borrower shall not at any time exceed such Revolving Credit Lender’s Revolving Credit Commitment less such Revolving Credit Lender’s Revolving Credit Commitment Percentage of outstanding L/C Obligations and outstanding Swingline Loans; provided, further, that no more than $15.0 million (without giving effect to Letters of Credit) of Revolving Credit Loans will be available on the Closing Date (provided that any amount of the Revolving Credit Loans made on the Closing Date in excess of $5.0 million will be available only if (i) Borrower has received cash from the Seller on the Closing Date in the amount of such excess or otherwise has cash on hand on the Closing Date in the amount of such excess and (ii) Borrower complies with Section 2.4(e)). Each Revolving Credit Loan by a Revolving Credit Lender shall be in a principal amount equal to such Revolving Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow Revolving Credit Loans hereunder until the Revolving Credit Maturity Date.

SECTION 2.2.        Swingline Loans.

(a)           Availability. Subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make Swingline Loans to Borrower from time to time from the Closing Date through, but not including, the Swingline Termination Date; provided that the aggregate principal amount of all outstanding Swingline Loans (after giving effect to any amount requested), shall not exceed the lesser of (i) the Revolving Credit Commitment less the sum of all outstanding Revolving Credit Loans and the L/C Obligations and (ii) the Swingline Commitment.

(b)           Refunding.

(i)            Swingline Loans shall be refunded by the Revolving Credit Lenders on demand by the Swingline Lender. Such refundings shall be made by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages and shall thereafter be reflected as Revolving Credit Loans of the Revolving Credit Lenders on the books and records of the Administrative Agent. Each Revolving Credit Lender shall fund its respective Revolving Credit Commitment Percentage of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 1:00 p.m. on the next succeeding Business Day after such demand is made.

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No Revolving Credit Lender’s obligation to fund its respective Revolving Credit Commitment Percentage of a Swingline Loan shall be affected by any other Revolving Credit Lender’s failure to fund its Revolving Credit Commitment Percentage of a Swingline Loan, nor shall any Revolving Credit Lender’s Revolving Credit Commitment Percentage be increased as a result of any such failure of any other Revolving Credit Lender to fund its Revolving Credit Commitment Percentage of a Swingline Loan.

(ii)           Borrower shall pay to the Swingline Lender on demand the amount of such Swingline Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, Borrower hereby authorizes the Administrative Agent to charge any account maintained by Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages (unless the amounts so recovered by or on behalf of Borrower pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Administrative Agent has received notice in the manner required pursuant to Section 14.1 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as applicable).

(iii)          Each Revolving Credit Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Article VI. Further, each Revolving Credit Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section, one of the events described in Section 12.1(i) or (j) shall have occurred, each Revolving Credit Lender will, on the date the applicable Revolving Credit Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Revolving Credit Commitment Percentage of the aggregate amount of such Swingline Loan. Each Revolving Credit Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Revolving Credit Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded).

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SECTION 2.3.        Procedure for Advances of Revolving Credit Loans and Swingline Loans.

(a)           Requests for Borrowing. Borrower shall give the Administrative Agent irrevocable prior written notice substantially in the form of Exhibit B (a “Notice of Borrowing”) not later than 1:00 p.m. (i) on the same Business Day as each Base Rate Loan and each Swingline Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, of its intention to borrow, specifying (A) the date of such borrowing, which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans (other than Swingline Loans) in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (z) with respect to Swingline Loans in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, (C) whether such Loan is to be a Revolving Credit Loan or Swingline Loan, (D) in the case of a Revolving Credit Loan whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (E) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto. A Notice of Borrowing received after 1:00 p.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the Lenders of each Notice of Borrowing.

(b)           Disbursement of Revolving Credit and Swingline Loans. Not later than 2:00 p.m. on the proposed borrowing date, (i) each Lender will make available to the Administrative Agent, for the account of Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made on such borrowing date. Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section in immediately available funds by crediting or wiring such proceeds to the deposit account of Borrower identified in the most recent notice substantially in the form of Exhibit C (a “Notice of Account Designation”) delivered by Borrower to the Administrative Agent or as may be otherwise agreed upon by Borrower and the Administrative Agent from time to time. Subject to Section 5.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section to the extent that any Lender has not made available to the Administrative Agent its Revolving Credit Commitment Percentage of such Loan. Revolving Credit Loans to be made for the purpose of refunding Swingline Loans shall be made by the Revolving Credit Lenders as provided in Section 2.2(b).

SECTION 2.4.        Repayment and Prepayment of Revolving Credit and Swingline Loans.

(a)           Repayment on Termination Date. Borrower hereby agrees to repay the outstanding principal amount of (i) all Revolving Credit Loans in full on the Revolving Credit Maturity Date, and (ii) all Swingline Loans in accordance with Section 2.2(b), together, in each case, with all accrued but unpaid interest thereon.

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(b)           Optional Prepayments. Borrower may at any time and from time to time prepay Revolving Credit Loans and Swingline Loans, in whole or in part, with irrevocable prior written notice to the Administrative Agent substantially in the form of Exhibit D (a “Notice of Prepayment”) given not later than 1:00 p.m. (i) on the same Business Day for prepayment of a Base Rate Loan or Swingline Loan and (ii) at least three (3) Business Days prior to the date of prepayment of a LIBOR Rate Loan, specifying the date and amount of prepayment and whether the prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial prepayments shall be in an aggregate amount of $100,000 or a whole multiple of $100,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $3,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $100,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 1:00 p.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

(c)           Prepayment of Excess Proceeds. In the event proceeds remain after the prepayments of Term Loan Facility pursuant to Section 4.4(b), the amount of such excess proceeds shall be used on the date of the required prepayment under Section 4.4(b) to prepay the outstanding principal amount of the Revolving Credit Loans, without a corresponding reduction of the Revolving Credit Commitment.

(d)           Limitation on Prepayment of LIBOR Rate Loans. Borrower may not prepay any LIBOR Rate Loan on any day other than on the last day of the Interest Period applicable thereto unless such prepayment is accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

(e)           Repayment of Revolving Credit Loans Made on the Closing Date. If Borrower has borrowed in excess of $5.0 million in Revolving Credit Loans on the Effective Date pursuant to the proviso of the second proviso of Section 2.1, then Borrower shall repay such excess amount of Revolving Credit Loans within three Business Days of the Closing Date.

SECTION 2.5.        Permanent Reduction of the Revolving Credit Commitment.

(a)           Voluntary Reduction. Borrower shall have the right at any time and from time to time, upon at least five (5) Business Days prior written notice to the Administrative Agent, to permanently reduce, without premium or penalty, (i) the entire Revolving Credit Commitment at any time or (ii) portions of the Revolving Credit Commitment, from time to time, in an aggregate principal amount not less than $2,000,000 or any whole multiple of $1,000,000 in excess thereof. Any reduction of the Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Revolving Credit Commitment Percentage. All commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination.

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(b)           Corresponding Payment. Each permanent reduction permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Revolving Credit Loans, Swingline Loans and L/C Obligations, as applicable, after such reduction to the Revolving Credit Commitment as so reduced and if the Revolving Credit Commitment as so reduced is less than the aggregate amount of all outstanding Letters of Credit, Borrower shall be required to deposit cash collateral in a cash collateral account opened by the Administrative Agent in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit in excess of the Revolving Credit Commitment as so reduced. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be returned to Borrower; provided that, if an Event of Default has occurred and is continuing, all cash collateral shall be applied in accordance with Section 12.2(b). Any reduction of the Revolving Credit Commitment to zero shall be accompanied by payment of all outstanding Revolving Credit Loans and Swingline Loans (and furnishing of cash collateral satisfactory to the Administrative Agent for all L/C Obligations) and shall result in the termination (subject to all obligations of Borrower to repay all Revolving Credit Loans, Letters of Credit and other amounts owing thereunder or in connection therewith and subject to all indemnification obligations of Borrower that expressly survive such termination) of the Revolving Credit Commitment and the Swingline Commitment and the Revolving Credit Facility. Such cash collateral shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be returned to Borrower; provided that, if an Event of Default has occurred and is continuing, all cash collateral shall be applied in accordance with Section 12.2(b). If the reduction of the Revolving Credit Commitment requires the repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

SECTION 2.6.        Termination of Revolving Credit Facility. The Revolving Credit Facility shall terminate (subject to all obligations of Borrower to repay all Revolving Credit Loans, Letters of Credit and other amounts owing thereunder or in connection therewith and subject to all indemnification obligations of Borrower that expressly survive such termination) on the Revolving Credit Maturity Date.

ARTICLE III

LETTER OF CREDIT FACILITY

SECTION 3.1.        L/C Commitment. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of Borrower on any Business Day from the Closing Date through but not including five Business Days prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i)

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be denominated in Dollars in a minimum amount of $100,000 or such lesser amount as the Issuing Lender may approve, (ii) be a standby letter of credit issued to support obligations of Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date; provided that each Letter of Credit initially expiring by its terms more than one year prior to the Revolving Credit Maturity Date may provide that it will be automatically extended for an additional term of twelve (12) months or less (with identical terms as the initial Letter of Credit including, but not limited to, the fees payable on such Letter of Credit) upon its expiration with no additional action on the part of Borrower and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

SECTION 3.2.        Procedure for Issuance of Letters of Credit. Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at the Administrative Agent’s Office a Letter of Credit Application therefor, completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Letter of Credit Application, the Issuing Lender shall process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, subject to Section 3.1 and Article VI, promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and Borrower. The Issuing Lender shall promptly furnish to Borrower a copy of such Letter of Credit and promptly notify each Lender of the issuance and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein.

SECTION 3.3.        Commissions and Other Charges.

(a)           Letter of Credit Commissions. Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit commission with respect to each outstanding Letter of Credit in an amount equal to the undrawn face amount of such Letter of Credit multiplied by the Applicable Margin with respect to Revolving Credit Loans that are LIBOR Rate Loans (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter, on the Revolving Credit Maturity Date and thereafter on demand of the Administrative Agent. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section in accordance with their respective Revolving Credit Commitment Percentages.

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(b)           Issuance Fee. In addition to the foregoing commission, Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender, an issuance fee with respect to each Letter of Credit in an amount equal to the face amount of such Letter of Credit multiplied by 0.125% per annum. Such issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Revolving Credit Maturity Date and thereafter on demand of the Administrative Agent.

(c)           Other Costs. In addition to the foregoing fees and commissions, Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit.

SECTION 3.4.        L/C Participations.

(a)           The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

(b)           Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the Issuing Lender after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the Issuing Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day.

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(c)           Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from Borrower or otherwise), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided that, in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

SECTION 3.5.        Reimbursement Obligation of Borrower. In the event of any drawing under any Letter of Credit, Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Lender on each date on which the Issuing Lender notifies Borrower of the date and amount of a draft paid under any Letter of Credit (if such notice is received prior to 1:00 p.m. on such day, or otherwise on the next succeeding Business Day) for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Unless Borrower shall promptly notify the Issuing Lender that Borrower intends to reimburse the Issuing Lender for such drawing from other sources or funds, Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such reimbursement was due and payable until payment in full.

SECTION 3.6.        Obligations Absolute. Borrower’s obligations under this Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which Borrower may have or have had against the Issuing Lender or any beneficiary of a Letter of Credit or any other Person. Borrower also agrees that the Issuing Lender and the L/C Participants shall not be responsible for, and Borrower’s Reimbursement Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of Borrower against any beneficiary of such Letter of Credit or any such transferee. The Issuing Lender shall not be liable for any error, omission, interruption or delay in

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transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by the Issuing Lender’s bad faith, gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final nonappealable judgment. Borrower agrees that any action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of bad faith, gross negligence or willful misconduct shall be binding on Borrower and shall not result in any liability of the Issuing Lender or any L/C Participant to Borrower. The responsibility of the Issuing Lender to Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit.

SECTION 3.7.        Effect of Letter of Credit Application. To the extent that any provision of any Letter of Credit Application related to any Letter of Credit is inconsistent with the provisions of this Article III, the provisions of this Article III shall apply.

ARTICLE IV

TERM LOAN FACILITY

SECTION 4.1.        Term Loan. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make a Term Loan to Borrower on the Effective Date in a principal amount equal to such Lender’s Term Loan Commitment as of the Effective Date.

SECTION 4.2.        Procedure for Advance of Term Loan. Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. on the Effective Date requesting that the Lenders make the Term Loan as a Base Rate Loan on such date. Upon receipt of such Notice of Borrowing from Borrower, the Administrative Agent shall promptly notify each Lender thereof. Not later than 1:00 p.m. on the Effective Date, each Lender will make available to the Administrative Agent for the account of Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Term Loan to be made by such Lender on such borrowing date. Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by Borrower in writing.

SECTION 4.3.        Repayment of Term Loan. Borrower shall repay the aggregate outstanding principal amount of the Term Loan in consecutive quarterly installments on the last Business Day of the Fiscal Quarter as set forth below, except as the amounts of individual installments may be adjusted pursuant to Section 4.4 hereof: 

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If not sooner paid, the Term Loan shall be paid in full, together with accrued interest thereon, on the Term Loan Maturity Date.

SECTION 4.4.        Prepayments of Term Loan.

(a)           Optional Prepayments. Borrower shall have the right at any time and from time to time, without premium or penalty, to prepay the Term Loan, in whole or in part, upon delivery to the Administrative Agent of a Notice of Prepayment not later than 1:00 p.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, specifying the date and amount of repayment and whether the repayment is of LIBOR Rate Loans or Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Each optional prepayment of the Term Loan hereunder shall be in an aggregate principal amount of at least $2,000,000 or any whole multiple of $1,000,000 in excess thereof and shall be applied, on a pro rata basis, to the outstanding scheduled principal installments of the Term Loan. Each repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. A Notice of Prepayment received after 1:00 p.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the Lenders of each Notice of Prepayment.

(b)           Mandatory Prepayments.

(i)            Debt Issuances. Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by Holdings or any of its Subsidiaries not permitted pursuant

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to this Agreement. Such prepayment shall be made within three (3) Business Days after the date of receipt of Net Cash Proceeds of any such transaction.

(ii)           Equity Issuances. Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) of the aggregate Net Cash Proceeds from any Equity Issuance by Holdings or any of its Subsidiaries; provided that, so long as no Event of Default has occurred and is continuing, no prepayments shall be required from the Net Cash Proceeds from Equity Issuances the proceeds of which are used to finance a Permitted Acquisition within ninety (90) days after receipt of such proceeds. Such prepayment shall be made within three (3) Business Days after the date of receipt of Net Cash Proceeds of any such transaction.

(iii)          Asset Dispositions. Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition permitted pursuant to Section 11.5(h) by Holdings or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with Net Cash Proceeds from Asset Dispositions by Holdings or any of its Subsidiaries which are reinvested within two hundred seventy (270) days after receipt of such Net Cash Proceeds by Holdings or any of its Subsidiaries in assets useful in the operation of the business; provided that, if such Net Cash Proceeds are committed to be reinvested pursuant to a binding commitment or binding contract for use of such proceeds within two hundred seventy (270) days after receipt, no prepayments shall be required under this clause (iii) so long as such Net Cash Proceeds are reinvested within three hundred sixty-five (365) days after receipt of such Net Cash Proceeds by Holdings or any of its Subsidiaries in similar replacement assets.

(iv)          Insurance and Condemnation Events. Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by Holdings or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by Holdings or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with Net Cash Proceeds from Insurance and Condemnation Events by Holdings or any of its Subsidiaries which are reinvested within two hundred seventy (270) days after receipt of such Net Cash Proceeds by Holdings or any of its Subsidiaries in similar replacement assets; provided that, if such Net Cash Proceeds are committed to be reinvested pursuant to a binding commitment or binding contract for use of such proceeds within two hundred seventy (270) days after receipt, no prepayments shall be required under this clause (iv) so long as such Net Cash Proceeds are reinvested within three hundred sixty-five (365) days after receipt of such Net Cash Proceeds by Holdings or any of its Subsidiaries in similar replacement assets.

(v)           Excess Cash Flow. No later than 90 days after the end of any Fiscal Year (commencing with the Fiscal Year ending December 31, 2007), Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause (vi) below in an amount

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equal to (i) fifty percent (50%) of Excess Cash Flow, if any, for such Fiscal Year when the Consolidated Leverage Ratio is 4.50:1.0 or greater as of the last day of such Fiscal Year, (ii) twenty five percent (25%) of Excess Cash Flow, if any, for such Fiscal Year when the Consolidated Leverage Ratio is equal to or greater than 2.50:1.0 and less than 4.50:1.0, in each case as of the last day of such Fiscal Year and (iii) zero percent (0%) of Excess Cash Flow when the Consolidated Leverage Ratio is less than 2.50:1.0 as of the last day of such Fiscal Year; provided that the Excess Cash Flow calculation for the Fiscal Year ending December 31, 2007 shall be calculated from the Closing Date through December 31, 2007.

(vi)          Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through (v) above, Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Subject to the following sentence, each prepayment of the Loans under this Section shall be applied as follows:  first, to reduce on a pro rata basis the remaining scheduled principal installments of the Term Loans, pursuant to Section 4.3, second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(c) and third, to cash collateralize Letters of Credit by depositing in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Any mandatory prepayment of the Term Loan Facility may be applied at Borrower’s option, first, to the next eight scheduled quarterly principal payment installments thereof, and then, to the remaining scheduled principal repayment installments on a pro rata basis.

Amounts prepaid under the Term Loan pursuant to this Section may not be reborrowed. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9.

ARTICLE V

GENERAL LOAN PROVISIONS

SECTION 5.1.        Interest.

(a)           Interest Rate Options. Subject to the provisions of this Section, at the election of Borrower, (i) Revolving Credit Loans and the Term Loans shall bear interest at (A) the Base Rate plus the Applicable Margin or (B) the LIBOR Rate plus the Applicable Margin (provided that the LIBOR Rate shall not be available for Loans made on the Effective Date until three (3) Business Days after the Effective Date) and (ii) any Swingline Loan shall bear interest at the Base Rate plus the Applicable Margin. Borrower shall select the rate of interest and Interest Period, if any, applicable to any Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 5.2. Any Loan or any portion thereof as to which Borrower has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan, and any LIBOR Rate Loan for which Borrower fails to specify an Interest Period shall be deemed to have an Interest Period of one month.

(b)           Interest Periods. In connection with each LIBOR Rate Loan, Borrower, by giving notice at the times described in Section 2.3 or 5.2, as applicable, shall elect an interest

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period (each, an “Interest Period”) to be applicable to such Loan, which Interest Period shall be a period of one (1), two (2), three (3), or six (6) months (or nine or twelve months if agreed to by all relevant Lenders); provided that:

(i)            the Interest Period shall commence on the date of advance of or conversion to any LIBOR Rate Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires;

(ii)           if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that, if any Interest Period with respect to a LIBOR Rate Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day;

(iii)          any Interest Period with respect to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period;

(iv)          no Interest Period shall extend beyond the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable, and Interest Periods shall be selected by Borrower so as to permit Borrower to make the quarterly principal installment payments pursuant to Section 4.3 without payment of any amounts pursuant to Section 5.9; and

(v)           there shall be no more than ten (10) Interest Periods in effect at any time.

(c)           Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default under Sections 12.1(a) and (b), all overdue amounts in respect of outstanding Loans and other Obligations arising hereunder or under any other Loan Document shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate then applicable to such Loans or such other Obligations. Immediately upon the occurrence and during the continuance of an Event of Default under Sections 12.1(i) and (j), or at the election of the Required Lenders upon the occurrence and during the continuance of any other Event of Default under any other provision of Section 12.1, all amounts in respect of outstanding Loans and other Obligations arising hereunder or under any other Loan Document shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate then applicable to such Loans or such other Obligations. Upon the occurrence and during the continuance of an Event of Default, all outstanding LIBOR Rate Loans shall be converted to Base Rate Loans at the end of the applicable Interest Period. Interest shall continue to accrue on the Obligations after the filing by or against Borrower of any petition seeking any relief in bankruptcy or under any act or law pertaining to insolvency or debtor relief, whether state, federal or foreign.

(d)           Interest Payment and Computation. Interest on each Base Rate Loan shall be due and payable in arrears on the last Business Day of each calendar quarter commencing March 31, 2007; and interest on each LIBOR Rate Loan shall be due and payable on the last day

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of each Interest Period applicable thereto, and if such Interest Period extends over three (3) months, at the end of each three (3) month interval during such Interest Period. Interest on LIBOR Rate Loans and Base Rate Loans based upon the Federal Funds Rate and all fees payable hereunder shall be computed on the basis of a 360-day year and assessed for the actual number of days elapsed and interest on Base Rate Loans based upon the Prime Rate shall be computed on the basis of a 365/366-day year and assessed for the actual number of days elapsed.

(e)           Maximum Rate. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that the Lenders have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and the Lenders shall at the Administrative Agent’s option (i) promptly refund to Borrower any interest received by the Lenders in excess of the maximum lawful rate or (ii) apply such excess to the principal balance of the Obligations on a pro rata basis. It is the intent hereof that Borrower not pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Borrower under Applicable Law.

SECTION 5.2.        Notice and Manner of Conversion or Continuation of Loans. Provided that no Default or Event of Default has occurred and is then continuing, Borrower shall have the option to (a) convert at any time following the third Business Day after the Effective Date all or any portion of any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $500,000 or a whole multiple of $100,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (ii) continue such LIBOR Rate Loans as LIBOR Rate Loans. Whenever Borrower desires to convert or continue Loans as provided above, Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached as Exhibit E (a “Notice of Conversion/Continuation”) not later than 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

SECTION 5.3.        Fees.

(a)           Commitment Fee. Commencing on the Closing Date, Borrower shall pay to the Administrative Agent, for the account of the Revolving Credit Lenders, a non-refundable commitment fee at a rate per annum equal to the Applicable Revolving Credit Commitment Fee Percentage on the average daily unused portion of the Revolving Credit Commitment; provided that the amount of outstanding Swingline Loans shall not be considered usage of the Revolving

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Credit Commitment for the purpose of calculating such commitment fee. The commitment fee shall be payable in arrears on the last Business Day of each calendar quarter during the term of this Agreement commencing March 31, 2007 and ending on the Revolving Credit Maturity Date. Such commitment fee shall be distributed by the Administrative Agent to the Revolving Credit Lenders pro rata in accordance with the Lenders’ respective Revolving Credit Commitment Percentages.

(b)           Administrative Agent’s and Other Fees. In order to compensate the Administrative Agent for structuring and syndicating this Agreement and the Lenders for their obligations hereunder, Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the Lenders and their Affiliates, any fees set forth in the Fee Letter.

SECTION 5.4.        Manner of Payment. Each payment by Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages, (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall promptly distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Commitment Percentage, (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Section 5.9, 5.10, 5.11 or 14.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to Section 5.1(b)(ii) if any payment under this Agreement shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest if payable along with such payment.

SECTION 5.5.        Evidence of Indebtedness.

(a)           Extensions of Credit. The Extensions of Credit made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Extensions of Credit made by the Lenders to Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower hereunder to pay any amount owing with respect to the Obligations.

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In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Revolving Credit Note, Term Note and/or Swingline Note, as applicable, which shall evidence such Lender’s Revolving Credit Loans, Term Loans or Swingline Loans, as the case may be, in addition to such accounts or records. Each Lender may attach schedules to its Notes and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

(b)           Participations. In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

SECTION 5.6.        Adjustments. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations (other than pursuant to Section 5.9, 5.10, 5.11 or 14.3 hereof) greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that

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

(b)           the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Swingline Loans and Letters of Credit to any assignee or participant, other than to Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).

Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Credit Party in the amount of such participation.

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SECTION 5.7.        Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent. The obligations of the Lenders under this Agreement to make the Loans and issue or participate in Letters of Credit are several and are not joint or joint and several. Unless the Administrative Agent shall have received notice from a Lender prior to a proposed borrowing date that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of the amount to be borrowed on such date (which notice shall not release such Lender of its obligations hereunder), the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the proposed borrowing date in accordance with Sections 2.3(b) and 4.2, and the Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If such amount is made available to the Administrative Agent on a date after such borrowing date, such Lender shall pay to the Administrative Agent on demand an amount, until paid, equal to the product of (a) the amount not made available by such Lender in accordance with the terms hereof, times (b) the daily average Federal Funds Rate during such period as determined by the Administrative Agent, times (c) a fraction the numerator of which is the number of days that elapse from and including such borrowing date to the date on which such amount not made available by such Lender in accordance with the terms hereof shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of the Administrative Agent with respect to any amounts owing under this Section shall be conclusive, absent manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days after such borrowing date, the Administrative Agent shall be entitled to recover such amount made available by the Administrative Agent with interest thereon at the rate per annum applicable to Base Rate Loans hereunder, on demand, from Borrower. The failure of any Lender to make available its Commitment Percentage of any Loan requested by Borrower shall not relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on the borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date. Notwithstanding anything set forth herein to the contrary, any Defaulting Lender shall not (a) have any voting or consent rights under or with respect to any Loan Document or (b) constitute a “Lender” (or be included in the calculation of Required Lenders hereunder) for any voting or consent rights under or with respect to any Loan Document.

SECTION 5.8.        Changed Circumstances.

(a)           Circumstances Affecting LIBOR Rate Availability. If with respect to any Interest Period the Administrative Agent or any Lender (after consultation with the Administrative Agent) shall determine that, by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in eurodollars, in the applicable amounts are not being quoted via the Telerate Page 3750 or offered to the Administrative Agent or such Lender for such Interest Period, then the Administrative Agent shall forthwith give notice thereof to Borrower. Thereafter, until the Administrative Agent notifies Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans and the right of Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and Borrower shall repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon, on the last day of the then current Interest Period applicable to such LIBOR Rate Loan or convert the then outstanding

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principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.

(b)           Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans and the right of Borrower to convert any Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter Borrower may select only Base Rate Loans hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period.

SECTION 5.9.        Indemnity. Borrower hereby indemnifies each of the Lenders against any loss or expense which may arise or be attributable to each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a consequence of any failure by Borrower to make any payment when due of any amount due hereunder in connection with a LIBOR Rate Loan, (b) due to any failure of Borrower to borrow, continue or convert on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation, (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan on a date other than the last day of the Interest Period therefor or (d) as a consequence of the replacement of a Lender pursuant to Section 5.12(b). The amount of such loss or expense shall be determined, in the applicable Lender’s sole discretion, based upon the assumption that such Lender funded its Commitment Percentage of the LIBOR Rate Loans in the London interbank market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate of such Lender setting forth the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

SECTION 5.10.      Increased Costs.

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

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

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(ii)           subject any Lender or the Issuing Lender to any tax of any kind whatsoever with respect to any Loan or any Letter of Credit made by it under this Agreement, or change the basis of taxation of payments to such Lender or the Issuing Lender in respect thereof (except for Indemnified Taxes or Other Taxes indemnified by Section 5.11 or the imposition of, or any change in the rate of any Excluded Tax payable by such Lender or the Issuing Lender); or

(iii)          impose on any Lender or the Issuing Lender or the London interbank market any other condition, cost or expense affecting LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting into or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Lender of issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender hereunder in respect thereof (whether of principal, interest or any other amount) then, upon written request of such Lender or the Issuing Lender, Borrower shall promptly pay to any such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered.

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

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

(d)           Delay in Requests. Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such

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Lender’s or the Issuing Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender or the Issuing Lender, as the case may be, notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six- (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 5.11.      Taxes.

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

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

(c)           Indemnification by Borrower. Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Lender for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable by the Administrative Agent, such Lender or the Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Such indemnification shall be paid within ten (10) days from the date on which Borrower receives written demand therefor specifying in reasonable detail the nature and amount of such Indemnified Taxes or Other Taxes. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender or the Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be conclusive absent manifest error.

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

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(e)           Status of Lenders. Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

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

(ii)           duly completed copies of Internal Revenue Service Form W-8ECI,

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

(iv)          any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit Borrower to determine the withholding or deduction required to be made.

To the extent it is legally entitled to do so, any Lender that is a U.S. Person (as that term is defined in Section 7701(a)(30) of the Code), other than a Lender that may be treated as an exempt recipient based on the indicators described in Treas. Reg. Section 1.6049-4(c)(1)(ii), hereby agrees that it shall, no later than the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent, but only if such Lender is legally entitled to do so), deliver to Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) duly completed copies of Internal Revenue Service Form W-9 or successor form, certifying that such Lender is on the date of delivery thereof entitled to an exemption from United States backup withholding tax on payments made hereunder.

(f)            Treatment of Certain Refunds. If the Administrative Agent, a Lender or the Issuing Lender receives a refund of any Indemnified Taxes or Other Taxes (as determined by the Lender in its sole good faith discretion) as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section, it shall pay to Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the Issuing Lender, as the case may be, paid in connection with obtaining such refund, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that Borrower, upon the request of the Administrative Agent, such Lender or the Issuing Lender, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental

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Authority) to the Administrative Agent, such Lender or the Issuing Lender in the event the Administrative Agent, such Lender or the Issuing Lender is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent, any Lender or the Issuing Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Borrower or any other Person. Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to Borrower the payment of which would place such Lender in a less favorable net after-tax position than such Lender would have been in if the Indemnified Taxes or Other Taxes giving rise to the additional amounts or indemnification payments in question had never been imposed in the first instance.

(g)           Survival. Without prejudice to the survival of any other agreement of Borrower hereunder, the agreements and obligations of Borrower contained in this Section shall survive the payment in full of the Obligations and the termination of the Commitments.

SECTION 5.12.      Mitigation Obligations; Replacement of Lenders.

(a)           Designation of a Different Lending Office. If any Lender requests compensation under Section 5.10, or requires Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 or Section 5.11, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)           Replacement of Lenders. If any Lender requests compensation under Section 5.10, or if Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11, or if any Lender defaults in its obligation to fund Loans hereunder, then Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.10), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that

(i)            Borrower shall have paid to the Administrative Agent the assignment fee, if any, specified in Section 14.10(b),

(ii)           such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 5.9) from the assignee (to the extent

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of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts),

(iii)          in the case of any such assignment resulting from a claim for compensation under Section 5.10 or payments required to be made pursuant to Section 5.11, such assignment will result in a reduction in such compensation or payments thereafter,

(iv)          such assignment does not conflict with Applicable Law, and

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

SECTION 5.13.      Security. The Obligations of Borrower shall be secured as provided in the Security Documents.

ARTICLE VI

CLOSING; CONDITIONS OF CLOSING AND BORROWING

SECTION 6.1.        Closing. The closing shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP at 10:00 a.m. on February 14, 2007, or on such other place, date and time as the parties hereto shall mutually agree.

SECTION 6.2.        Conditions on Effective Date. The obligation of the Lenders to close this Agreement and to make the Loans is subject to the satisfaction of each of the following conditions:

(a)           Executed Loan Documents. This Agreement, a Revolving Credit Note in favor of each Lender requesting a Revolving Credit Note, a Term Note in favor of each Lender requesting a Term Note, a Swingline Note in favor of the Swingline Lender (if requested thereby), the Security Documents, the Guaranty Agreement, together with any other applicable Loan Documents, shall have been duly authorized, executed and delivered to the Administrative Agent by the parties thereto, shall be in full force and effect and no Default or Event of Default shall exist hereunder or thereunder.

(b)           Closing Certificates; etc. The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

(i)            Officer’s Certificate of Borrower. A certificate from a Responsible Officer signed on behalf of Borrower to the effect that the Specified Representations and the Acquisition Representations are true, correct and complete in all respects; that none of the Credit Parties is in violation of any of the covenants contained in this Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default has occurred and is continuing; and that each of the Credit Parties, as applicable, has satisfied each of the conditions set forth in Section 6.2 and Section 6.3.

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(ii)           Certificate of Secretary of Each Credit Party. A certificate of a Responsible Officer signed on behalf of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the Organizational Documents of such Credit Party, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (B) resolutions duly adopted by the board of directors or other governing body of such Credit Party authorizing the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (C) each certificate required to be delivered pursuant to Section 6.2(b)(iii).

(iii)          Certificates of Good Standing. Certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of organization and, to the extent requested by the Administrative Agent, each other jurisdiction where such Credit Party is qualified to do business.

(iv)          Opinions of Counsel. Favorable opinions of counsel to the Credit Parties addressed to the Administrative Agent and the Lenders as to such matters with respect to the Credit Parties and the Loan Documents as are customary for transactions of this type and as the Lenders shall reasonably request.

(v)           Solvency. The Administrative Agent shall have received a certificate dated the Effective Date and signed by the chief financial officer of Borrower certifying that the Credit Parties are, and after giving effect to the Acquisition will be, Solvent.

(c)           Personal Property Collateral.

(i)            Filings and Recordings. The Administrative Agent shall have received all filings, recordations, control agreements and any other agreements and instruments that are necessary to perfect the security interests of the Administrative Agent, on behalf of itself and the Lenders, in the Collateral and the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon, subject only to Permitted Liens.

(ii)           Pledged Collateral. The Administrative Agent shall have received (A) original stock certificates evidencing any certificated Capital Stock pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof and (B) each original promissory note pledged pursuant to the Security Documents.

(iii)          Lien Search. The Administrative Agent shall have received the results of a Lien search (including a search as to judgments, pending litigation and tax matters and intellectual property), in form and substance reasonably satisfactory thereto, made against the Credit Parties in any Uniform Commercial Code filings office (or applicable judicial

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docket) as in effect in any state in which the jurisdiction of incorporation or any of the assets of such Credit Party are located, indicating among other things that its assets are free and clear of any Lien except for Permitted Liens.

(iv)          Hazard and Liability Insurance. The Administrative Agent shall have received certificates of property hazard, business interruption and liability insurance, evidence of payment of all insurance premiums for the current policy year of each (naming the Administrative Agent as loss payee (and mortgagee, as applicable) on all certificates for property hazard insurance and as additional insured on all certificates for liability insurance), and, if requested by the Administrative Agent, copies of insurance policies in the form required under the Security Documents and otherwise in form and substance reasonably satisfactory to the Administrative Agent.

(v)           Foreign Pledge Agreements. With respect to stock of each Foreign Subsidiary organized under the laws of the United Kingdom held directly by any Credit Party (unless otherwise agreed to by Administrative Agent), (a) the Administrative Agent shall have received executed Foreign Pledge Agreements representing (i) 66% of the combined voting power of all classes of the Capital Stock of any Foreign Subsidiary entitled to vote (to the extent such Foreign Subsidiary is not treated as a disregarded entity for United States federal income taxation purposes), and (ii) 100% of any other class of the Capital Stock of such Foreign Subsidiary, and (b) the Credit Parties shall have taken all such other actions under the laws of such jurisdictions as Administrative Agent may reasonably request in order to perfect or otherwise protect such Liens.

(vi)          Assignment of Claims Act. The Administrative Agent shall have received (but shall not have filed) completed and executed Assignment Agreements (as defined in the Collateral Agreement) for each Required Federal Government Contract (as defined in the Collateral Agreement) in existence on the Closing Date in accordance with the terms of the Collateral Agreement.

(d)           Consents; Defaults.

(i)            Governmental and Third Party Approvals. The Credit Parties shall have received all material governmental, shareholder and third party consents and approvals necessary in connection with the Transactions and all applicable waiting periods shall have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on any of the Credit Parties or such transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of the Administrative Agent could reasonably be expected to have such effect.

(ii)           No Injunction, Etc. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby.

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(e)           Financial Matters.

(i)            Financial Statements. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, (i) copies of audited financial statements for Borrower and its Subsidiaries for the three fiscal years ended December 31, 2005, (ii) a copy of the unaudited financial statements for Borrower and its Subsidiaries for the nine month period ended September 30, 2006 and interim unaudited financial statements for each quarterly period ended more than 45 days prior to the Closing Date for which financial statements are available since the last audited financial statements, (iii) pro forma combined financial statements of Borrower and its Subsidiaries for the four-quarter period ended September 30, 2006 (December 31, 2006 if the Closing Date occurs after February 14, 2006), after giving effect to the Transactions (prepared in accordance with Regulation S-X and the SEC’s rules and including Pro Forma Cost Savings and other adjustments deemed appropriate by the Administrative Agent in its sole discretion) (iv) a pro forma balance sheet of Borrower and its Subsidiaries as of September 30, 2006 and (v) unless previously provided, forecasts prepared by management of balance sheets, income statements and cashflow statements of Borrower and its Subsidiaries, which will be quarterly through the first Fiscal Year after the Closing Date and annually thereafter for the term of this Agreement (and which shall not be inconsistent in any material and adverse respect with information provided to the Administrative Agent prior hereto).

(ii)           Financial Condition Certificate. Borrower shall have delivered to the Administrative Agent and the Lenders a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officer (signing on behalf of Borrower), that the financial projections previously delivered to the Administrative Agent and the Lenders represent the good faith estimates (utilizing reasonable assumptions) of the financial condition and operations of Borrower and its Subsidiaries (it being recognized that actual results may differ from the projected results by a material amount).

(iii)          Consolidated Leverage Ratio. Borrower shall have delivered to the Administrative Agent and the Lenders a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officer (signing on behalf of Borrower), that after giving pro forma effect to the Transactions, (i) the ratio of Consolidated Total Indebtedness (excluding any drawing under the Revolving Credit Facility on the Closing Date in excess of $5.0 million) of Borrower and its Subsidiaries to Consolidated EBITDA for the twelve months ended as of the most recent month end (it being understood that if the Closing Date occurs after February 14, 2007, the most recent month end will at least be December 31, 2006) prior to the Closing Date for which financial statements are available (calculated on a pro forma basis prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended, and all other rules and regulations of the SEC under such Securities Act, and including other adjustments reasonably acceptable to the Administrative Agent) does not exceed 6.5:1.0.

(iv)          Payment at Closing; Fee Letters. Borrower shall have paid to the Administrative Agent and the Lenders the fees set forth or referenced in Section 5.3 and any

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other accrued and unpaid fees or commissions due hereunder (including, without limitation, reasonable legal fees and out of pocket expenses and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents).

(f)            Other Transactions.

(i)            Acquisition. The Administrative Agent shall have received evidence reasonably satisfactory to it that prior to or substantially concurrently with the initial Extension of Credit, the Acquisition, the Equity Contribution and the other Transactions shall have been consummated or shall be consummated contemporaneously on the Effective Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents without any waiver, modification or consent thereunder that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) unless approved by the Administrative Agent and no Business Material Adverse Effect shall have occurred. The Administrative Agent shall have received copies of documentation for the Acquisition and other aspects of the Transaction, including the Acquisition Agreement and all exhibits and schedules thereto, and such Acquisition Agreement will include the agreement of the Seller and Holdings to cause an election to be made pursuant to Section 338(h)(10) of the Internal Revenue Code of 1986 (and any similar election pursuant to any state or local tax law) with respect to the stock of Borrower.

(ii)           Borrower shall have received at least $190,000,000 in gross cash proceeds from the sale of the Senior Subordinated Notes.

(g)           Miscellaneous.

(i)            Existing Borrower Indebtedness. All of Borrower’s existing indebtedness (except for any such indebtedness listed on Schedule 7.1(t)) shall be repaid in full (except that outstanding letters of credit may be supported by Letters of Credit under this Agreement) and terminated and all collateral security therefor shall be released, and the Administrative Agent shall have received any pay-off letters in form and substance reasonably satisfactory to it evidencing such repayment, termination, reconveyance and release.

(ii)           Ratings. This Agreement, the Loans hereunder and the Senior Subordinated Notes shall have received a debt rating from ▇▇▇▇▇’▇ and from S&P. Borrower shall have received a corporate or “family” credit rating from ▇▇▇▇▇’▇ and S&P.

(iii)          Fees. The Arrangers and Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the reasonable legal fees and out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Administrative Agent, and the reasonable fees and expenses of any local counsel, foreign counsel, appraisers, consultants and other advisors) required to be reimbursed or paid by Borrower hereunder or under any other Loan Document.

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(iv)          Other Documents. All opinions, certificates and other instruments and all proceedings in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Administrative Agent. The Administrative Agent shall have received copies of all other documents, certificates and instruments reasonably requested thereby, with respect to the transactions contemplated by this Agreement.

SECTION 6.3.        Conditions to All Extensions of Credit. The obligations of the Lenders to make any Extensions of Credit (including the initial Extension of Credit), convert or continue any Loan and/or the Issuing Lender to issue or extend any Letter of Credit are subject to the satisfaction of the following conditions precedent on the relevant borrowing, continuation, conversion, issuance or extension date:

(a)           Continuation of Representations and Warranties. The representations and warranties contained in Article VII that are subject to materiality or Material Adverse Effect qualifications, shall be true, correct and complete on and as of such borrowing, continuation, conversion, issuance, or extension date, and the representations and warranties that are not subject to materiality or Material Adverse Effect qualifications, shall be true and correct in all material respects on and as of such borrowing, continuation, conversion, issuance or extension date in each case, with the same effect as if made on and as of such date, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true, correct and complete in such respects as of such earlier date; provided that, with respect to the initial borrowings on the Effective Date, the only representations the accuracy of which shall be a condition to the availability of the Loans and other Credit Extensions on the Closing Date shall be (A) the Acquisition Representations and (B) the Specified Representations.

(b)           No Existing Default. No Default or Event of Default shall have occurred and be continuing (i) on the borrowing, continuation or conversion date with respect to such Loan or after giving effect to the Loans to be made, continued or converted on such date or (ii) on the issuance or extension date with respect to such Letter of Credit or after giving effect to the issuance or extension of such Letter of Credit on such date.

(c)           Notices. The Administrative Agent shall have received a Notice of Borrowing, a Letter of Credit Application or a Notice of Conversion/Continuation, as applicable, from Borrower in accordance with Section 2.3(a), Section 4.2 or and Section 5.2.

(d)           Additional Documents. The Administrative Agent shall be entitled, but not obligated, to request in writing and receive, prior to the making of any Extension of Credit, additional documentary information reasonably satisfactory to the Administrative Agent confirming the satisfaction of any of the foregoing conditions in this Section 6.3 if, in the good faith judgment of Administrative Agent, such request is warranted under the circumstances.

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ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF BORROWER

SECTION 7.1.        Representations and Warranties. To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, each Credit Party hereby represents and warrants to the Administrative Agent and Lenders both before and after giving effect to the transactions contemplated hereunder that:

(a)           Organization; Power; Qualification. Each Credit Party (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (ii) has the power and authority to own its properties and to carry on its business as now being and hereafter proposed to be conducted and (iii) is duly qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization except in jurisdictions where the failure to be so qualified or in good standing could not reasonably be expected to result in a Material Adverse Effect. The jurisdictions in which the Credit Parties are organized and qualified to do business as of the Effective Date are described on Schedule 7.1(a).

(b)           Ownership. Each Subsidiary of Holdings as of the Effective Date is listed on Schedule 7.1(b). As of the Effective Date, the capitalization of Holdings and its Subsidiaries consists of the number of shares, authorized, issued and outstanding, of such classes and series, with or without par value (or, in the case of a Subsidiary that is a limited liability company, number of units issued and percentage of ownership), described on Schedule 7.1(b). All outstanding shares or other ownership interests as of the Effective Date have been duly authorized and validly issued and are fully paid and nonassessable, with no personal liability attaching to the ownership thereof, and not subject to any preemptive or similar rights, except as described in Schedule 7.1(b). The shareholders or beneficial owners of Holdings and its Subsidiaries and the number of shares (or percentage of ownership) owned by each as of the Effective Date are described on Schedule 7.1(b). As of the Effective Date, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or permit the issuance of Capital Stock of Holdings or its Subsidiaries, except as described on Schedule 7.1(b).

(c)           Authorization of Agreement, Loan Documents and Borrowing. Each Credit Party has the right, power and authority to execute, deliver and perform, and has taken all necessary corporate, company or other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of each Credit Party that is party thereto, and each such document constitutes the legal, valid and binding obligation of each such Credit Party to the extent party thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief

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laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

(d)           Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by Holdings and its Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval or violate any Applicable Law relating to Holdings or any of its Subsidiaries where the failure to obtain such Governmental Approval or such violation of Applicable Law could reasonably be expected to have a Material Adverse Effect, (ii) conflict with, result in a breach of or constitute a default under the Organizational Documents of any Credit Party, (iii) conflict with, result in a breach of or constitute a default under any material indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, in each case, which could reasonably be expected to have a Material Adverse Effect, (iv) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (v) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority or consent of any other Person other than consents, authorizations, filings or other acts or consents already obtained and in full force and effect, or which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect, and other than consents or filings under the UCC.

(e)           Compliance with Law; Governmental Approvals. Each Credit Party (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case (i), (ii) or (iii) where the failure to have, comply, file or retain could not reasonably be expected to have a Material Adverse Effect.

(f)            Tax Returns and Payments. Each Credit Party has timely and duly filed or caused to be filed all federal, and all material state, local and other Tax returns required by Applicable Law to be filed, and has timely paid, or made adequate provision for the payment of, all federal, state, local and other Taxes upon it and its property, income, profits and assets which are due and payable, except where such Taxes are being contested in good faith and by appropriate proceedings (where such proceedings stay the sale or forfeiture of any portion of the Collateral) and where adequate reserves are maintained to the extent required by GAAP. Such returns accurately reflect in all material respects all liability for Taxes of each Credit Party for the periods covered thereby. There is no ongoing or proposed audit or examination or, to the knowledge of Holdings or Borrower, other

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investigation by any Governmental Authority of the Tax liability of any Credit Party. Neither Borrower nor any subsidiary thereof has ever been a party to a “listed transaction” within the meaning of Treas. Reg. Section 1.6011-4(b)(2), except as would not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect.

(g)           Intellectual Property Matters. Each Credit Party owns or possesses rights to use all material franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, service ▇▇▇▇, service ▇▇▇▇ rights, trade names, trade name rights, copyrights and other rights with respect to the foregoing which are reasonably necessary to conduct its business. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and no Credit Party is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations, except revocations, terminations and liability which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(h)           Environmental Matters.

(i)            Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect:

(A)          Holdings and its Subsidiaries and their businesses, operations and properties owned, operated and leased are in compliance with, and have no liability under, any applicable Environmental Law;

(B)           Holdings and its Subsidiaries have obtained all Environmental Permits required for the conduct of their businesses and operations, and the ownership, operation and use of their property, under Environmental Law, and all such Environmental Permits are valid and in good standing;

(C)           There has been no Release or threatened Release of Hazardous Material on, at, under or from any property or facility presently or, to the knowledge of Holdings or its Subsidiaries, formerly owned, leased or operated by Holdings and its Subsidiaries or their predecessors in interest, that could reasonably be expected to result in liability under, or violation of, any applicable Environmental Law on the part of Holdings and its Subsidiaries; and

(D)          There is no Environmental Claim pending or, to the knowledge of Holdings threatened, against Holdings and its Subsidiaries or relating to the property currently or, to the knowledge of Holdings and its Subsidiaries, formerly owned, leased or operated by Holdings and its Subsidiaries or their predecessors in interest, or relating to the operations of Holdings and its Subsidiaries, and there are no actions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of such an Environmental Claim;

(E)           None of Holdings or any of its Subsidiaries is obligated to perform any action or otherwise incur any expense under Environmental Law pursuant to

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any order, decree, judgment or agreement by which it is bound or has assumed by contract, agreement or operation of law, and no Credit Party is conducting or financing any investigation, remediation or other corrective action pursuant to any Environmental Law at any location; and

(F)           No property or facility owned, operated or leased by Holdings and its Subsidiaries and, to the knowledge of Holdings, no Real Property or facility formerly owned, operated or leased by Holdings and its Subsidiaries or their predecessors in interest, is (i) listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any Governmental Authority including any such list relating to petroleum;

(ii)           (A)  No Lien has been recorded or, to the knowledge of any Holdings or any of its Subsidiaries, threatened under any Environmental Law with respect to any property or other assets currently owned, operated or leased by any of them;

(B)           The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, response or corrective action pursuant to any applicable Environmental Law; and

(C)           Holdings and its Subsidiaries have made available to the Lenders all material records and files in the possession, custody or control of, or otherwise reasonably available to, them concerning actual or potential compliance with or liability under Environmental Law of any of them or any of their respective predecessors in interest, including those concerning the actual or suspected existence of Hazardous Material at Real Property or facilities currently or formerly owned, operated, leased or used by Holdings or any of its Subsidiaries.

(i)            ERISA.

(i)            As of the Effective Date, Holdings and its Subsidiaries do not maintain or contribute to, or have any obligation under, any Employee Benefit Plans other than those identified on Schedule 7.1(i);

(ii)           Borrower is in material compliance with all applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except for any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired and except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code except for such plans that have not yet received determination letters but for which the remedial amendment period for submitting a determination letter

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has not yet expired. No liability has been incurred by Borrower which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect;

(iii)          Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, as of the Closing Date, no Pension Plan has been terminated, nor has any accumulated funding deficiency (as defined in Section 412 of the Code) been incurred (without regard to any waiver granted under Section 412 of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Plan, nor has Borrower or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Section 412 of the Code, Section 302 of ERISA or the terms of any Pension Plan prior to the due dates of such contributions under Section 412 of the Code or Section 302 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan;

(iv)          Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, neither Borrower nor, with respect to clauses (B), (C) or (D), any ERISA Affiliate has:  (A) engaged in a nonexempt prohibited transaction described in Section 406 of ERISA or Section 4075 of the Code, (B) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (C) failed to make a required contribution or payment to a Multiemployer Plan, or (D) failed to make a required installment or other required payment under Section 412 of the Code;

(v)           No Termination Event has occurred or is reasonably expected to occur;

(vi)          Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to the best knowledge of Borrower threatened concerning or involving any Employee Benefit Plan; and

(vii)         The present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Pension Plans by an amount that could reasonably be expected to have a Material Adverse Effect.

(j)            Margin Stock. No Credit Party is engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each such term is defined or used, directly or indirectly, in Regulation U of the Board of Governors of the Federal Reserve System). No part of the proceeds

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of any of the Loans or Letters of Credit will be used for purchasing or carrying margin stock or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board of Governors.

(k)           Government Regulation. Neither Holdings nor any Subsidiary thereof is an “investment company” or a company “controlled” by a “ registered investment company” (as each such term is defined or used in the Investment Company Act of 1940, as amended).

(l)            Material Contracts; Material Government Contracts. Schedule 7.1(l) sets forth a complete and accurate list of all Material Contracts and Material Government Contracts of Borrower and its Subsidiaries in effect as of the Effective Date; each such Material Contract or Material Government Contract, to the knowledge of Borrower, is, and after giving effect to the consummation of the transactions contemplated by the Loan Documents will be, in full force and effect in accordance with the terms thereof. To the extent requested by the Administrative Agent and the Lenders, Borrower has delivered to the Administrative Agent a true and complete copy of each Material Contract or Material Government Contract required to be listed on Schedule 7.1(l). Neither Borrower nor any Subsidiary (nor, to the knowledge of Borrower, any other party thereto) is in breach of or in default under any Material Contract in any material respect.

(m)          Employee Relations. Neither Holdings nor any of its Subsidiaries are party to any collective bargaining agreement nor has any labor union been recognized as the representative of its employees except as described in Schedule 7.1(m). Borrower knows of no pending, threatened or contemplated strikes, work stoppage or other collective labor disputes involving its employees or those of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect.

(n)           Burdensome Provisions. No Credit Party is party to any material agreement or instrument or otherwise subject to any restriction or encumbrance that restricts or limits its ability to make dividend payments or other distributions in respect of its Capital Stock to Borrower or any Subsidiary or to transfer any of its assets or properties to Borrower or any other Subsidiary in each case other than existing under or by reason of the Loan Documents, the Senior Subordinated Note Documents, Applicable Law or as permitted by Section 11.11.

(o)           Financial Statements. The (i) audited financial statements delivered pursuant to Section 8.1(b) and (ii) unaudited financial statements delivered pursuant to Section 8.1(a), are complete and correct and fairly present in all material respects on a Consolidated basis the assets, liabilities and financial position of Borrower and its Subsidiaries as at such dates, and the results of the operations and changes of financial position for the periods then ended (other than customary year-end adjustments for unaudited financial statements). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP. Such financial statements show all material indebtedness and other material liabilities, direct or contingent, of Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments, and Indebtedness, in each case, to the extent required to be disclosed under

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GAAP. The annual business plan and projections delivered pursuant to Section 8.1(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions are believed to be reasonable in light of then existing conditions, it being recognized that actual results may differ from the projected results by a material amount.

(p)           No Material Adverse Change. Since December 31, 2005, there has been no Material Adverse Effect.

(q)           Solvency. As of the Effective Date and after giving effect to each Extension of Credit made hereunder, Holdings and its Subsidiaries will be Solvent.

(r)            Properties.

(i)            Titles to Properties. Each of Holdings and its Subsidiaries has good title to the Real Property owned or a valid leasehold interest in the Real Property leased by it as is necessary or desirable to the conduct of its business as currently conducted and valid and legal title to all of its personal property and assets free and clear of all Liens except for Permitted Liens and in the case of all other material property, Permitted Liens and minor irregularities or deficiencies in title that, individually or in the aggregate, do not interfere with its ability to conduct its business as currently conducted or to utilize such property for its intended purpose, including, but not limited to, those reflected on the balance sheets of Holdings and its Subsidiaries delivered pursuant to Section 7.1(o), except those which have been disposed of by Holdings or its Subsidiaries subsequent to such date in the ordinary course of business or as otherwise expressly permitted hereunder.

(ii)           Condition and Location of Property. The property of the Holdings and its Subsidiaries, taken as a whole, (x) is in good operating order, condition and repair (ordinary wear and tear excepted) and (y) constitutes all the property which is required for the business and operations of the Holdings and any Subsidiary as presently conducted.

(iii)          Real Property. Schedules 8(a) and 8(b) to the Perfection Certificate dated the Effective Date contain a true and complete list of each interest in Real Property (i) owned by Holdings, Borrower and the Subsidiary Guarantors as of the date hereof and describes the type of interest therein held by Holdings, Borrower and each Subsidiary Guarantor and whether such owned Real Property is leased and if leased whether the underlying Lease contains any option to purchase all or any portion of such Real Property or any interest therein or contains any right of first refusal relating to any sale of such Real Property or any portion thereof or interest therein and (ii) leased, subleased or otherwise occupied or utilized by Holdings, Borrower or the Subsidiary Guarantors, as lessee, sublessee, franchisee or licensee, as of the date hereof and describes the type of interest therein held by Holdings, Borrower or any Subsidiary Guarantor and, whether any Lease requires the consent of the landlord or tenant thereunder, or other party thereto, to the Transactions.

(iv)          No Casualty Event. No Credit Party has received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Casualty Event affecting all or any portion of its property, except for any Casualty Event, written notice

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of which has been given to the Administrative Agent or which could not reasonably be expected to have a Material Adverse Effect. Based on the Federal Emergency Agency Standard Flood Hazard Determination required pursuant to Section 9.3(b) hereto, no Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 9.3.

(s)           Liens. None of the properties and assets of Holdings or any Subsidiary is subject to any Lien, except Permitted Liens. Neither Holdings nor any Subsidiary thereof has signed any financing statement or any security agreement authorizing any secured party thereunder to file any financing statement, except to perfect Permitted Liens.

(t)            Indebtedness and Guaranty Obligations. Schedule 7.1(t) is a complete and correct listing of all Indebtedness and Guaranty Obligations of Holdings and its Subsidiaries as of the Effective Date in excess of $1,000,000, after giving effect to the Acquisition and the application of the proceeds therefrom (other than Indebtedness and Guaranty Obligations pursuant to the Senior Subordinated Note Documents). Holdings and its Subsidiaries have performed and are in compliance with all of the material terms of such Indebtedness and Guaranty Obligations and all instruments and agreements relating thereto, and no default or event of default, or event or condition which with notice or lapse of time or both would constitute such a default or event of default on the part of Holdings or any of its Subsidiaries exists with respect to any such Indebtedness or Guaranty Obligation.

(u)           Litigation. There are no actions, suits or proceedings pending nor, to the knowledge of Borrower, threatened against Holdings or any Subsidiary thereof or any of their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Authority that could reasonably be expected to have a Material Adverse Effect except as described on Schedule 7.1(u).

(v)           Absence of Defaults. No event has occurred and is continuing which (i) constitutes a Default or an Event of Default, or (ii) constitutes, or which with the passage of time or giving of notice or both would constitute, a default or event of default by any Credit Party under any Material Contract or judgment, decree or order to which such Credit Party is a party or by which such Credit Party or any of their respective properties may be bound, which default or event of default could reasonably be expected to have a Material Adverse Effect.

(w)          OFAC and Patriot Act. None of Holdings, any Subsidiary of Holdings or any Affiliate of Holdings or any Guarantor:  (i) is a Sanctioned Person, (ii) has more than 10% of its assets in Sanctioned Entities, (iii) derives more than 10% of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Entities, or (iv) is, or after the applications of the proceeds of any Loan will be, in violation of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. The proceeds of any

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Loan will not be used and have not been used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity.

(x)            Disclosure. Holdings and/or its Subsidiaries have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which Holdings or any of its Subsidiaries are subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No financial statement, material report, material certificate or other material information furnished (in writing), taken together as a whole, by or on behalf of any of Holdings or any of its Subsidiaries to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, pro forma financial information, estimated financial information and other projected or estimated information, such information was prepared in good faith based upon assumptions believed to be reasonable at the time, it being recognized that actual results may differ from the projected results by a material amount.

(y)           Use of Proceeds. Borrower will use the proceeds of (i) the Loans made on the Closing Date to finance the consummation of the Acquisition and to finance the payment of fees and expenses incurred in connection with the Transactions and (ii) the Revolving Loans and Swingline Loans made after Effective Date for working capital, performance of any contracts including Material Government Contracts and other general corporate purposes (including to effect Permitted Acquisitions and capital expenditures).

(z)            Acquisition Documents. The Lenders have been furnished true and complete copies of the Acquisition Document, including all schedules and exhibits thereto to the extent executed and delivered on or prior to the Effective Date.

(aa)         Security Documents.

(i)            Collateral Agreement The Collateral Agreement is effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, legal, valid and enforceable security interests in all right, title and interest of the Loan Parties in the Collateral Agreement Collateral (subject to any limitations specified therein) and, (i) when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate and (ii) upon the taking of possession or control by the Administrative Agent of the Collateral Agreement Collateral with respect to which a security interest may be perfected only by possession or control, the Liens created by the Collateral Agreement shall (to the extent provided therein) constitute perfected Liens on, and security interests in, all right, title and interest of the grantors in the applicable Collateral Agreement Collateral (other than such Collateral Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), subject to no Liens other than Permitted Liens.

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(ii)           PTO Filing; Copyright Office Filing. When the Collateral Agreement or a short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Liens created by such Collateral Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Collateral Agreement) and Trademarks (as defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Liens.

(iii)          Mortgages. To the best of Borrower’s knowledge, each Mortgage is effective to create, in favor of the Administrative Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Liens or other Liens acceptable to the Administrative Agent, and when the Mortgages are filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Section 9.11), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Liens permitted by such Mortgage.

(bb)         Collateral. Each Credit Party owns or has rights to use all of the Collateral and all rights with respect thereto used in, necessary for or material to Holdings’ and each other Credit Party’s business as currently conducted. No claim has been made and remains outstanding that any Credit Party’s use of any Collateral does or may violate the rights of any third party that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(cc)         Senior Indebtedness Status. The Obligations of Holdings and each of its Subsidiaries under this Agreement and each of the other Loan Documents ranks and shall continue to rank at least senior in priority of payment to all Subordinated Indebtedness of each such Person and is designated as “Senior Indebtedness” under all instruments and documents, now or in the future, relating to all Subordinated Indebtedness (including the Senior Subordinated Notes) of such Person.

(dd)         Insurance. Schedule 7.1(dd) sets forth a true, complete and correct description of all insurance maintained by each Credit Party as of the Closing Date. All insurance maintained by each Credit Party is in full force and effect, all premiums have been duly paid, no Company has received notice of violation or cancellation thereof, the premises, and the use, occupancy and operation thereof, comply in all material respects with all Insurance Requirements, and there exists no default under any Insurance Requirement. Each Credit Party has insurance in such amounts and covering such risks and liabilities as are customary for companies of a similar size engaged in similar businesses in similar locations.

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(ee)         No Broker’s Fees. No broker’s or finder’s fee or commission will be payable with respect to transactions contemplated by this Agreement, except as payable to the Arrangers, the Administrative Agent and the Lenders.

(ff)           Location of Collateral. Set forth in Schedule 2 to the Perfection Certificate is the chief executive office of each of the Credit Parties.

SECTION 7.2.        Survival of Representations and Warranties, etc. All representations and warranties set forth in this Article VII and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Effective Date (except those that are expressly made as of a specific date), shall survive the Effective Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

ARTICLE VIII

FINANCIAL INFORMATION AND NOTICES

Until all the Obligations have been paid and satisfied in full and the Commitments terminated, unless consent has been obtained in the manner set forth in Section 14.2, Borrower will furnish or cause to be furnished to the Administrative Agent at the Administrative Agent’s Office at the address set forth in Section 14.1 and to the Lenders at their respective addresses as set forth on the Register, or such other office as may be designated by the Administrative Agent and Lenders from time to time:

SECTION 8.1.        Financial Statements and Projections.

(a)           Quarterly Financial Statements. As soon as practicable and in any event within forty-five (45) days (or, if earlier, on the date of any required public filing thereof) after the end of each Fiscal Quarter (other than the fourth such quarter) of each Fiscal Year, an unaudited Consolidated and consolidating balance sheet of Borrower and its Subsidiaries as of the close of such Fiscal Quarter and unaudited Consolidated and consolidating statements of income, retained earnings and cash flows and a report containing management’s discussion and analysis of such financial statements for the Fiscal Quarter then ended and that portion of the Fiscal Year then ended, including the notes thereto for any Fiscal Quarter ending subsequent to the first Fiscal Quarter of 2008, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the corresponding period in the preceding Fiscal Year (other than for any Fiscal Quarter ending prior to the second Fiscal Quarter of 2008) and prepared by Borrower in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by the chief financial officer of Borrower to present fairly in all material respects the financial condition of Borrower and its Subsidiaries as of their respective dates and the results of operations of Borrower and its Subsidiaries for the respective periods then ended, subject to normal year end adjustments and to the extent permitted above,

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the absence of footnotes. The filing with the SEC within the period specified above of the Quarterly Report on Form 10-Q for Borrower or Holdings for the applicable Fiscal Quarter shall constitute compliance with this subsection.

(b)           Annual Financial Statements. As soon as practicable and in any event within ninety (90) days (or, if earlier, on the date of any required public filing thereof) after the end of each Fiscal Year (or within one hundred twenty (120) days thereafter in the case of the Fiscal Year ended December 31, 2006), an audited Consolidated and consolidating balance sheet of Borrower and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated and consolidating statements of income, retained earnings and cash flows and a report containing management’s discussion and analysis of such financial statements for the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the preceding Fiscal Year and prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the year. Such annual financial statements shall be audited by an independent certified public accounting firm acceptable to the Administrative Agent, and accompanied by a report thereon by such certified public accountants that is not qualified with respect to scope limitations imposed by Borrower or any of its Subsidiaries, with respect to the ability of the Borrower to continue as a “going concern” or with respect to accounting principles followed by Borrower or any of its Subsidiaries not in accordance with GAAP. The filing with the SEC within the period specified above of the Annual Report on Form 10-K for Borrower or Holdings for the applicable Fiscal Year shall constitute compliance with this subsection.

(c)           Annual Business Plan and Financial Projections. As soon as practicable and in any event within forty-five (45) after the beginning of each Fiscal Year, a business plan of Borrower and its Subsidiaries for the ensuing four Fiscal Quarters, such plan to be prepared in accordance with GAAP and to include, on a quarterly basis, the following:  a quarterly operating and capital budget, a projected income statement, statement of cash flows and balance sheet, accompanied by a certificate from a Responsible Officer of Borrower to the effect that, to the best of such officer’s knowledge, such projections are good faith estimates (utilizing reasonable assumptions) of the financial condition and operations of Borrower and its Subsidiaries for such four quarter period, it being recognized that actual results may differ from the projected results by a material amount.

SECTION 8.2.        Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Section 8.1(a) or (b), an Officer’s Compliance Certificate.

SECTION 8.3.        Accountants’ Certificate. At each time financial statements are delivered pursuant to Section 8.1(b), a certificate of the independent public accountants certifying such financial statements that in connection with their audit, nothing came to their attention that caused them to believe that Holdings or Borrower failed to comply with the terms, covenants, provisions or conditions of Article X or, if such is not the case, specifying such non-compliance and its nature and period of existence (it being understood that such certificate shall be limited to the items and scope that independent certified public accountants are permitted to cover in such certificates pursuant to their professional standards and customs).

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SECTION 8.4.        Other Reports.

(a)           Promptly upon receipt thereof, copies of all reports, if any, submitted to Borrower or its Board of Directors by its independent public accountants in connection with their auditing function, including, without limitation, any management report and any management responses thereto.

(b)           Together with the delivery of the Officer’s Compliance Certificate for each Fiscal Quarter (other than the fourth Fiscal Quarter of a Fiscal Year) and each Fiscal Year (and, upon the occurrence and during the continuation of a Default, on a more frequent basis if requested by the Administrative Agent), an accounts receivable aging report listing all Accounts of Borrower and its Subsidiaries as of the last Business Day of such Fiscal Quarter or Fiscal Year, which report shall include the amount and age of each Account and such other information as the Administrative Agent may reasonably require, all in form and substance reasonably satisfactory to the Administrative Agent. Within thirty (30) days upon the request of the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, Borrower shall provide the name and mailing address of each Account Debtor to the Administrative Agent.

(c)           Together with the delivery of the Officer’s Compliance Certificate for each Fiscal Quarter (other than the fourth Fiscal Quarter of a Fiscal Year) and each Fiscal Year together with the delivery of the Officer’s Compliance Certificate for a Fiscal Year, a list of all Material Government Contracts and Material Contracts which have (i) been completed or have lapsed, expired or terminated or (ii) been entered into, in each case, since the most recent list provided by Borrower and signed by a Responsible Officer of Borrower.

(d)           As soon as practicable and in any event by the last day of each Fiscal Year, a report in form and substance satisfactory to the Administrative Agent outlining all material insurance coverage maintained as of the date of such report by Borrower and its Subsidiaries and all material insurance coverage planned to be maintained by Borrower and its Subsidiaries in the immediately succeeding Fiscal Year.

(e)           Such other information regarding the operations, business affairs and financial condition of Borrower or any of its Subsidiaries as the Administrative Agent or any Lender may reasonably request.

SECTION 8.5.        Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after a Responsible Officer of Borrower obtains knowledge thereof) telephonic and written notice of:

(a)           the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving Holdings or any Subsidiary thereof or any of their respective properties, assets or businesses that if adversely determined could reasonably be expected to result in a Material Adverse Effect;

(b)           any notice of any violation received by Holdings or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation

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of Environmental Laws which in any such case could reasonably be expected to have a Material Adverse Effect;

(c)           any labor controversy that has resulted in, or is reasonably likely to result in, a strike or other work action against Holdings or any Subsidiary thereof and could reasonably be expected to result in Material Adverse Effect;

(d)           any attachment, judgment, lien, levy or order exceeding $2,000,000 that may be assessed against or threatened against Holdings or any Subsidiary thereof;

(e)           (i) any Default or Event of Default or (ii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which Holdings or any of its Subsidiaries is a party or by which Holdings or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect;

(f)            (i) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (ii) all notices received by Borrower or any ERISA Affiliate of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (iii) all notices received by Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (iv) Borrower obtaining knowledge or reason to know that Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA, in each case, which could result in liability to a Credit Party or a Subsidiary of a Credit Party in an aggregate amount exceeding $1,000,000;

(g)           any changes in the board of directors of Holdings or Borrower;

(h)           promptly upon becoming aware thereof, any announcement by ▇▇▇▇▇’▇ or S&P of any change in a Debt Rating;

(i)            any development that has resulted in, or could reasonably be expected to result in a Material Adverse Effect;

(j)            the occurrence of a Casualty Event; and

(k)           (i) the incurrence of any material Lien (other than Permitted Liens) on, or claim asserted against any of the Collateral or (ii) the occurrence of any other event which could materially affect the value of the Collateral.

SECTION 8.6.        Accuracy of Information. All written information, reports, statements and other papers and data furnished by or on behalf of Borrower to the Administrative Agent or any Lender whether pursuant to this Article VIII or any other provision of this Agreement, or any of the Security Documents, shall, at the time the same is so furnished, comply with the representations and warranties set forth in Section 7.1(x).

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ARTICLE IX

AFFIRMATIVE COVENANTS

Until all of the Obligations have been paid and satisfied in full, all Letters of Credit have expired, terminated or been fully cash collateralized and the Commitments terminated, unless consent has been obtained in the manner provided for in Section 14.2, Holdings will, and will cause each of its Subsidiaries to:

SECTION 9.1.        Preservation of Corporate Existence and Related Matters. Except as permitted by Section 11.4, preserve and maintain (i) its separate corporate existence and (ii) all rights, franchises, licenses, approvals, consents and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign corporation and authorized to do business in each jurisdiction where the nature and scope of its activities require it to so qualify under Applicable Law except, in the case of clause (ii), as could not reasonably be expected to have a Material Adverse Effect.

SECTION 9.2.        Maintenance of Property. In addition to the requirements of any of the Security Documents, protect and preserve all properties necessary in and necessary for the conduct of its business, including copyrights, patents, trade names, service marks and trademarks; maintain in good working order and condition, ordinary wear and tear excepted, all buildings, equipment and other tangible real and personal property necessary for the conduct of its business; and from time to time make or cause to be made all repairs, renewals and replacements thereof and additions to such property necessary for the conduct of its business, so that the business carried on in connection therewith may be conducted in a commercially reasonable manner.

SECTION 9.3.        Insurance.

(a)           Maintain insurance with financially sound and reputable insurance companies against such risks and in such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law and as are required by any Security Documents (including, without limitation, hazard and business interruption insurance), and on the Closing Date and from time to time thereafter deliver to the Administrative Agent upon its request information in reasonable detail as to the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby.

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

(c)           Mortgaged Properties. No Credit Party that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation

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or denial of any insurance coverage required to be maintained under such Credit Party’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Real Property, and each Credit Party shall otherwise comply in all material respects with all Insurance Requirements in respect of the Real Property; provided, however, that each Credit Party may, at its own expense and after written notice to the Administrative Agent, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 9.3 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 9.3.

SECTION 9.4.        Accounting Methods and Financial Records. Maintain a system of accounting, and keep proper books, records and accounts (which shall be true and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance with GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction over it or any of its properties.

SECTION 9.5.        Payment and Performance of Obligations. Pay and perform all Obligations under this Agreement and the other Loan Documents, and pay or perform (a) all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property, and (b) all Indebtedness and other obligations and liabilities in accordance with customary trade practices; provided that Holdings or such Subsidiary may contest any item described in clauses (a) or (b) of this Section in good faith so long as (i) adequate reserves are maintained with respect thereto in accordance with GAAP and (ii) appropriate protective actions are taken so that all or any part of the Collateral is not subject to a sale or foreclosure during such a contest.

SECTION 9.6.        Compliance With Laws and Approvals. Observe and remain in compliance in all material respects with all Applicable Laws and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

SECTION 9.7.        Environmental Laws. In addition to and without limiting the generality of Section 9.6, (a) comply with, and ensure such compliance by all tenants and subtenants with all applicable Environmental Laws, and (b) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws, except in each case as would not reasonably be expected to have a Material Adverse Effect.

SECTION 9.8.        Compliance with ERISA. In addition to and without limiting the generality of Section 9.6, (a) except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) comply with all material applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans, and (ii) not participate in any prohibited transaction that could result in any civil penalty under ERISA or tax under the Code and (b) furnish to

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the Administrative Agent upon the Administrative Agent’s request such additional information about any Employee Benefit Plan as may be reasonably requested by the Administrative Agent.

SECTION 9.9.        Compliance With Agreements. Comply in all material respects with each term, condition and provision of all leases, agreements and other instruments entered into in the conduct of its business including, without limitation, any Material Contract, except if such noncompliance would not reasonably be expected to have a Material Adverse Effect.

SECTION 9.10.      Visits and Inspections. Permit representatives of the Administrative Agent or any Lender, from time to time upon prior reasonable notice and at such times during normal business hours, to visit and inspect its properties; inspect, audit and make extracts from its books, records and files, including, but not limited to, management letters prepared by independent accountants; and discuss with its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects, in each case, other than (x) materials and affairs protected by the attorney-client privilege and (y) materials which Holdings or its Subsidiaries may not disclose without violating confidentiality restrictions binding on it. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at any time without advance notice.

SECTION 9.11.      Additional Subsidiaries; Additional Collateral.

(a)           Additional Domestic Subsidiaries. Notify the Administrative Agent of the creation or acquisition of any Domestic Subsidiary and promptly thereafter (and in any event within thirty (30) days after such creation or acquisition), cause such Person, to (i) become a Guarantor by delivering to the Administrative Agent a duly executed Joinder Agreement, (ii) grant to the Administrative Agent a security interest in all assets owned by such Subsidiary (other than assets of a type that are excluded from the definition of “Collateral” under the Collateral Agreement) by delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Security Document, (iii) deliver to the Administrative Agent such documents and certificates referred to in Section 6.2 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original Capital Stock or other certificates, if any, and stock or other transfer powers, if any, evidencing the Capital Stock of such Person held by Holdings or any of its Subsidiaries, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that no Domestic Subsidiary shall be required to pledge the stock or assets of a “controlled foreign corporation” within the meaning of Section 957 of the Code (a “CFC”) except such Domestic Subsidiary shall pledge sixty-six percent (66%) of the total outstanding voting Capital Stock and all outstanding non-voting Capital Stock of any first tier CFC.

(b)           Additional Foreign Subsidiaries. Notify the Administrative Agent of the creation or acquisition of any Foreign Subsidiary, and promptly thereafter (and in any event within forty-five (45) days after notification), (i) if such Foreign Subsidiary is a first tier Foreign

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Subsidiary, deliver to the Administrative Agent a Foreign Pledge Agreement pledging sixty-six percent (66%) of the total outstanding voting Capital Stock and all outstanding non-voting Capital Stock of such new Foreign Subsidiary and a consent thereto executed by such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) cause such Person to become a Guarantor by delivering to the Administrative Agent a duly executed Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (iii) cause such Person to deliver to the Administrative Agent such documents and certificates referred to in Section 6.2 (to the extent the same would have been required to be delivered on the Effective Date if such Foreign Subsidiary had been a Subsidiary of Borrower on such date) as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (v) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that no Subsidiary that is a CFC shall be required to become a Guarantor or pledge any assets hereunder.

(c)           Real Property Collateral. Notify the Administrative Agent, within ten (10) days after the acquisition by any Credit Party of fee title to any Real Property that is not subject to the existing Security Documents and that has a fair market value of at least $2,000,000, and within sixty (60) days following request by the Administrative Agent or the Required Lenders, the Credit Parties will deliver the following:

(i)            Mortgage. The Administrative Agent shall have received a first priority Mortgage encumbering each Real Property that has a fair market value of at least $2,000,000 in favor of the Administrative Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Credit Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Requirements of Law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent.

(ii)           Consents. With respect to each Mortgaged Property, the Administrative Agent shall have received such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as shall reasonably be deemed necessary by the Administrative Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property.

(iii)          Title Insurance. With respect to each Mortgage, the Administrative Agent shall have received a policy of title insurance (or a marked-up title insurance commitment having the effect of a policy of title insurance) along with all endorsements in form and

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substance reasonably acceptable to the Administrative Agent, insuring Lenders’ first priority Liens and showing no Liens prior to Lenders’ Liens other than Permitted Liens, in the amount equal to not less than 105% of the fair market value of such Mortgaged Property with title insurance companies reasonably acceptable to the Administrative Agent on the Mortgaged Property subject to a Mortgage. Further, Borrowers agree to provide or obtain any customary affidavits and indemnities as may be required or necessary to obtain title insurance satisfactory to the Administrative Agent.

(iv)          Title Exceptions. The Administrative Agent shall have received copies of all recorded documents creating exceptions to the title policy referred to therein.

(v)           Matters Relating to Flood Hazard Properties. The Administrative Agent shall have received a completed Federal Emergency Management Agency Standard Flood Hazard Determination from the National Research Center, or any successor agency thereto, regarding each parcel of real property subject to a Mortgage.

(vi)          Surveys. The Administrative Agent shall have received copies of existing as-built Surveys of a recent date or, if an existing Survey does not exist, a new Survey complying with the minimum detail requirements of the American Land Title Association for each parcel of Real Property, subject to a Mortgage. Each such Survey shall be accompanied by an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective Survey such that the existing Survey is no longer accurate.

(vii)         Environmental Assessments. The Administrative Agent shall have received a Phase I environmental assessment and such other environmental report reasonably requested by the Administrative Agent regarding each parcel of real property subject to a Mortgage by an environmental engineering firm acceptable to the Administrative Agent showing no environmental conditions in violation of Environmental Laws or liabilities under Environmental Laws, either of which could reasonably be expected to have a Material Adverse Effect.

(viii)        Other Real Property Information. The Administrative Agent shall have received such other certificates, documents and information as are reasonably requested by the Lenders, including, without limitation, engineering and structural reports, permanent certificates of occupancy and evidence of zoning compliance, each in form and substance satisfactory to the Administrative Agent.

(ix)           Taxes, Fees and Charges. The Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent of payment by Borrower, each of Holdings or any of its Subsidiaries of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title insurance policies referred to above.

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(x)            Leases on Mortgaged Property. With respect to each Real Property or Mortgaged Property, the Administrative Agent shall have received copies of all Leases in which Borrower, Holdings or any of its Subsidiaries holds the lessor’s interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing materially affects any Mortgaged Property, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be acceptable to the Administrative Agent.

(xi)           Opinions of Counsel. A legal opinion covering customary matters in connection with the Mortgage in form and substance reasonably acceptable to the Administrative Agent.

SECTION 9.12.      Use of Proceeds. On the Effective Date, Borrower shall use the proceeds of the Extensions of Credit only for the purposes set for in Section 7.1(y).

SECTION 9.13.      Further Assurances. Make, do, execute and deliver all such additional and further acts, things, deeds and instruments as the Administrative Agent or the Required Lenders (through the Administrative Agent) may reasonably require to document and consummate the transactions contemplated hereby and to vest completely in and insure the Administrative Agent and the Lenders their respective rights under this Agreement, the Letters of Credit and the other Loan Documents.

SECTION 9.14.      Designation as Senior Debt. Cause all Obligations under this Agreement to be “Designated Senior Debt” (or similar term) under all Subordinated Indebtedness.

SECTION 9.15.      Interest Rate Contracts. Not later than ninety (90) days after the Closing Date, execute Interest Rate Contracts with respect to interest rate exposure under this Agreement with durations of at least 3 years and an aggregate notional principal amount thereunder equal to at least fifty percent (50%) of the Term Loans on terms reasonably satisfactory to the Administrative Agent and otherwise in form and substance reasonably satisfactory to the Administrative Agent.

SECTION 9.16.      Leases. With respect to each Lease pursuant to which a Credit Party is the landlord, the respective Credit Party shall perform all of the obligations imposed upon the landlord under such Lease and enforce all of the tenant’s obligations thereunder, and pursuant to which a Credit Party is the tenant, the respective Credit Party shall perform all of its obligations under such Lease, except where the failure to so perform or enforce could not reasonably be expected to result in a Property Material Adverse Effect.

SECTION 9.17.      Ratings. Use commercially reasonable efforts to maintain (i) Debt Ratings from ▇▇▇▇▇’▇ and S&P on the credit facilities provided hereunder and (ii) corporate or “family” credit ratings from ▇▇▇▇▇’▇ and S&P on Holdings or Borrower.

SECTION 9.18.      Post-Closing Covenant. (a) Within 60 (sixty) days of the Closing Date (unless extended in the Administrative Agent’s sole discretion) use commercially reasonable efforts to deliver Landlord Access Agreements in form and substance reasonably satisfactory

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to the Administrative unless the Administrative Agent, in its reasonable judgment, waives such delivery, with respect to each of the leased Real Properties set forth on Schedule 9.18(a) and (b) take all such actions to deliver and/or execute the certificates or documents set forth on Schedule 9.18(b) within the time frames specified on Schedule 9.18(b) (unless waived or extended in the Administrative Agent’s sole discretion).

ARTICLE X

FINANCIAL COVENANTS

Until all of the Obligations have been paid and satisfied in full, all Letters of Credit have expired, terminated or been fully cash collateralized and the Commitments terminated, unless consent has been obtained in the manner set forth in Section 14.2, Borrower and its Subsidiaries on a Consolidated basis will not:

SECTION 10.1.      Leverage Ratio. As of any Fiscal Quarter end beginning with the Fiscal Quarter ended March 31, 2007, permit the Consolidated Leverage Ratio to be greater than the corresponding ratio set forth below:

ARTICLE XI

NEGATIVE COVENANTS

Until all of the Obligations have been paid and satisfied in full, all Letters of Credit have expired, terminated or been fully cash collateralized and the Commitments terminated, unless consent has been obtained in the manner set forth in Section 14.2, Holdings has not and will not, and will not permit any of its Subsidiaries to:

SECTION 11.1.      Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except:

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(a)           the Obligations (excluding Hedging Obligations permitted pursuant to Section 11.1(b));

(b)           Indebtedness incurred in connection with a Hedging Agreement entered into for non-speculative purposes; provided that if the Hedging Obligations pursuant to any such Hedging Agreement relate to interest rates, (i) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (ii) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate;

(c)           Indebtedness existing on the Effective Date and listed on Schedule 7.1(t), and any refinancings, refundings, renewals or extensions thereof; provided that (i) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by accrued but unpaid interest on the refinanced Indebtedness and an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) any refinancing, refunding, renewal or extension of any Subordinated Indebtedness shall be (A) on subordination terms at least as favorable to the Lenders as, and no more restrictive on Holdings and its Subsidiaries than, the Subordinated Indebtedness being refinanced, refunded, renewed or extended and (B) in a principal amount not less than the principal amount outstanding at the time of such refinancing, refunding, renewal or extension;

(d)           Indebtedness of Holdings and its Subsidiaries incurred in connection with Capital Leases, purchase money Indebtedness or mortgage financings of Holdings and its Subsidiaries, and any refinancings, refundings, renewals or extensions thereof meeting the conditions set forth in the proviso to clause 11.1(c), in an aggregate amount not to exceed $10,000,000 on any date of determination;

(e)           Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person, to the extent such Indebtedness was not incurred in connection with or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, not to exceed in the aggregate at any time outstanding $5,000,000 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to the accrued but unpaid interest on such refinanced Indebtedness and a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) any refinancing, refunding, renewal or extension of any Subordinated Indebtedness shall be (A) on subordination terms at least as favorable to the Lenders as, and no more restrictive on Holdings and its Subsidiaries than the Subordinated Indebtedness being refinanced, refunded, renewed or extended and (B) in a principal amount not less than the principal amount outstanding at the time of such refinancing, refunding, renewal or extension;

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(f)            Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders;

(g)           Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (a) through (d) and (j) through (m) of this Section; provided that (i) any Guaranty Obligations with respect to Indebtedness permitted pursuant to clause (j) of this Section shall be considered an investment in the Foreign Subsidiary and shall be permitted under this clause (g) only to the extent such investment is permitted under Section 11.3 and (ii) any Guaranty Obligation with respect to Indebtedness permitted pursuant to clause (k) of this Section shall be subordinated to the same extent as the subordination of such Indebtedness;

(h)           Indebtedness of (i) any Credit Party owed to another Credit Party, (ii) any Credit Party owed to a Subsidiary that is not a Credit Party, (iii) any Subsidiary that is not a Credit Party owed to any Credit Party and (iv) any Subsidiary that is not a Credit Party owed to any other Subsidiary that is not a Credit Party; provided that (i) the aggregate amount of Indebtedness permitted by clause (iii) of this Section 11.1(h), together with the aggregate amount of investments permitted pursuant to Section 11.3(p), shall not exceed $10,000,000, (ii) all such intercompany Indebtedness of a Credit Party owed to a Subsidiary that is not a Credit Party shall be unsecured and (subject to any limitation under laws applicable to such Subsidiary that is not a Credit Party, its directors or its stockholders) subordinated in right of payment to the payment in full in cash of the Obligations solely in connection with any bankruptcy, insolvency or liquidation proceeding and (iii) if any intercompany Indebtedness of any Subsidiary that is not a Credit Party owed to any Credit Party is represented by a physical note, such note shall be pledged to the Administrative Agent for the benefit of the Secured Parties;

(i)            Indebtedness secured by Liens permitted by clause (j) of Section 11.2; provided that such Indebtedness is extinguished within five (5) Business Days of its incurrence;

(j)            Indebtedness of Foreign Subsidiaries in an aggregate principal amount not exceeding $7,500,000 at any date of determination;

(k)           additional Subordinated Indebtedness of Holdings or any of its Subsidiaries in an aggregate amount outstanding not to exceed $15,000,000; provided that, in the case of each issuance of Subordinated Indebtedness, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the issuance of such Subordinated Indebtedness, and (ii) the Administrative Agent shall have received reasonably satisfactory written evidence that the Credit Parties would be in compliance with all covenants contained in this Agreement on a pro forma basis after giving effect to the issuance of any such Subordinated Indebtedness;

(l)            additional unsecured Indebtedness of Borrower or any of its Subsidiaries not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $30,000,000; and

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(m)          Indebtedness pursuant to the Senior Subordinated Note Documents; and any refinancings, refundings, renewals or extensions thereof; provided that (i) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to the accrued but unpaid interest on such refinanced Indebtedness and a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms of any such refinancings, refundings, renewals or extensions thereof, taken as a whole, are no less favorable to the Lenders or Borrower;

provided that, except as provided in Section 11.11, no agreement or instrument with respect to Indebtedness permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of Borrower to make any payment to Borrower or any of its Wholly-Owned Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling Borrower to pay the Obligations.

SECTION 11.2.      Limitations on Liens. Create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets or properties (including, without limitation, shares of Capital Stock), real or personal, whether now owned or hereafter acquired, except:

(a)           Liens for taxes, assessments and other governmental charges or levies not yet due or as to which the period of grace, if any, related thereto has not expired or which are being or will be contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP; provided that such proceedings instituted contesting such Lien shall stay the sale or forfeiture of any portion of the Collateral on account of such a Lien;

(b)           the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, (i) which are not overdue for a period of more than sixty (60) days or (ii) which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP; provided that such proceedings instituted contesting such Lien shall stay the sale or forfeiture of any portion of the Collateral on account of such a Lien;

(c)           Liens consisting of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance, old age pensions, and other types of social security and employee health and disability benefits, or casualty-liability insurance or self insurance;

(d)           (i) Liens constituting encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of Real Property and defects, irregularities in the title thereto, and similar encumbrances which in the aggregate are not substantial in amount and which do not, in any case, materially detract from the value of such property or impair the use thereof in the ordinary conduct of business and (ii) any

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interest or title of a lessor in property leased to Holdings and any of its Subsidiaries, or any encumbrances on any such interest or title of such lessor;

(e)           Liens of the Administrative Agent for the benefit of the Administrative Agent and the Secured Parties under the Loan Documents;

(f)            Liens existing on any asset of any Person at the time such Person becomes a Subsidiary of Holdings or is merged or consolidated with or into a Subsidiary of Holdings which (i) were not created in contemplation of or in connection with such event and (ii) do not extend to or cover any other property or assets of Holdings or any Subsidiary, so long as any Indebtedness related to any such Liens is permitted under Section 11.1(e);

(g)           Liens not otherwise permitted by this Section and in existence on the Effective Date and described on Schedule 11.2; provided that such Liens shall secure only those obligations that they secure on the Effective Date (and any extensions, renewals and refinancings of such obligations permitted by Section 11.1(c)) and shall not subsequently apply to any other property or assets of Holdings or any of its Subsidiaries;

(h)           Liens arising out of judgments, attachments or awards not resulting in an Event of Default and in respect of which Holdings or its Subsidiary, as applicable, shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings and, in the case of any such Lien which has or may become a Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions;

(i)            Liens on assets of Foreign Subsidiaries securing Indebtedness permitted under Section 11.1(j);

(j)            normal and customary Liens, rights of setoff and recoupment rights upon deposits of cash in favor of banks or other depository institutions relating to due and unpaid bank fees, bank charges, returned checks and chargebacks, and other normal and customary obligations associated with the maintenance of deposit accounts by such banks or other depository institutions;

(k)           Liens given in replacement of Liens otherwise permitted under this Section 11.2; provided that such replacement Liens extend only to the assets subject to the Lien being replaced or substitutions for such assets;

(l)            Liens securing Indebtedness permitted under Section 11.1(d); provided that (i) such Liens shall be created substantially simultaneously with the acquisition or lease of the related asset or the refinancing, refunding, renewal or extension of the Indebtedness permitted under Section 11.1(d), (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed one hundred percent (100%) of the original purchase price or total lease payment amount of such property at the time it was acquired;

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(m)          with respect to each Mortgaged Property, those Liens set forth in Schedule B to the Mortgages encumbering such Mortgaged Property which shall be reasonably acceptable to the Administrative Agent;

(n)           Liens in favor of a Credit Party that are subordinate to the Liens under the Security Documents;

(o)           Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(p)           Liens securing Hedging Obligations that relate to Indebtedness that is otherwise permitted hereunder;

(q)           precautionary financing statements filed with respect to operating leases or other transactions not involving the incurrence of Indebtedness; and

(r)            pledges and deposits to secure the performance of bids, trade contracts, insurance contracts, leases (other than Capital Lease obligations), statutory obligations, tender, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business.

Notwithstanding the foregoing, with respect to Mortgaged Property, “Permitted Liens” shall mean only those Liens described in clauses (a), (b), (d), (e) and (m) above; provided, however, that on the date of delivery of any Mortgage under Section 9.11(c), “Permitted Liens”, with respect to the Mortgaged Property subject to such Mortgage shall mean only those Liens described in clause (m) above.

SECTION 11.3.      Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any joint venture (including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person except:

(a)           (i) investments in Subsidiaries outstanding on the Effective Date, (ii) investments in Subsidiaries formed or acquired after the Effective Date so long as Holdings and its Subsidiaries comply with the applicable provisions of Section 9.11 and such newly formed or acquired Subsidiary becomes a Subsidiary Guarantor, (iii) investments in the form of the other loans, advances and investments described on Schedule 11.3 existing on the Effective Date and (iv) investments in Borrower or the Subsidiary Guarantors;

(b)           investments in Cash Equivalents;

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(c)           investments by Holdings or any of its Subsidiaries in the form of Permitted Acquisitions;

(d)           investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers in exchange for claims against such trade creditors or customers or in good faith settlement of delinquent obligations of such trade creditors and customers;

(e)           Hedging Agreements permitted pursuant to Section 11.1;

(f)            purchases of assets in the ordinary course of business;

(g)           investments in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $500,000;

(h)           intercompany Indebtedness permitted pursuant to Section 11.1;

(i)            in the case of investments by Foreign Subsidiaries, substantially similar foreign equivalents of those investments described in Section 11.3(b);

(j)            investments in the form of notes or other deferred payment obligations received as part of the consideration for Asset Dispositions pursuant to Section 11.5(h);

(k)           investments represented by guarantees that are otherwise permitted under this Agreement;

(l)            advances to suppliers or customers in the ordinary course of business;

(m)          investments in joint ventures engaged in a business conducted by Borrower and its Subsidiaries as of the Closing Date, and other businesses that are ancillary or related thereto, having an aggregate value (measured on the date such investment was made and without giving effect to subsequent changes in value), when taken together with all other investments made pursuant to this clause (m) since the Effective Date not to exceed $10,000,000;

(n)           investments resulting from reimbursements to or indemnification of the issuer of any tender, surety and appeal bonds, performance bonds and other obligations or guarantees of a like nature for the benefit of Subsidiaries that are not Credit Parties in respect of such Subsidiaries’ performance of bids, trade contracts, insurance contracts, leases (other than Capital Lease obligations) in each case in the ordinary course of business;

(o)           investments by a Subsidiary that is not a Credit Party in another Subsidiary that is not a Credit Party; and

(p)           other investments in any Person having an aggregate fair market value (measured on the date each such investment was made and without giving effect to subsequent

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changes in value), when taken together with all other outstanding investments made pursuant to this clause (p) since the Effective Date, not to exceed $10,000,000.

SECTION 11.4.      Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:

(a)           any Wholly-Owned Subsidiary of Borrower may be merged or consolidated with or into Borrower (provided that Borrower shall be the continuing or surviving Person) or with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person);

(b)           any Wholly-Owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Borrower or any other Wholly-Owned Subsidiary (provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be Borrower or a Subsidiary Guarantor);

(c)           any Wholly-Owned Subsidiary of Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition;

(d)           any Subsidiary of Borrower may wind-up into Borrower or any Subsidiary of Borrower; provided that if the Subsidiary being wound up is a Guarantor, it may be wound up into Borrower or any Subsidiary that is, or will become concurrently with the transaction, a Guarantor; and

(e)           Holdings may merge with or into or consolidate with, or wind-up or liquidate into or otherwise transfer all of its assets to, a direct or indirect parent, so long as (i) the Person surviving such transaction, if not Holdings, shall become a Guarantor and assume all of Holdings’ covenants and obligations hereunder and under the other Loan Documents pursuant to a Joinder Agreement (and each reference to Holdings in this Agreement or any Loan Document shall thereafter be deemed to refer and apply to such Surviving Person), (ii) after giving effect to such transactions, Holdings and its Subsidiaries shall be in compliance with the covenants set forth in Articles IX and XI hereto, (iii) the representations and warranties contained in Article VII that are subject to materiality or Material Adverse Effect qualifications shall be true, correct and complete in all respects and all representations and warranties that are not subject to materiality or Material Adverse Effect qualification are true, correct and complete in all material respects, after giving effect to such transaction, (iv) no material liabilities are acquired in connection with the transactions described in this Section 11.4(e), (v) the Person surviving such transaction shall take all steps necessary to maintain the Administrative Agent’s perfected security interest in the Collateral and (vi) the Borrower shall have delivered a customary legal opinion in form and substance reasonably satisfactory to the Administrative Agent which opines to (A) the due authorization, execution, delivery and enforceability of the guaranty by the surviving entity and (B) the continuity of the Administrative Agent’s perfected security interest in the Collateral; provided that for the purposes of subclauses (ii)

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and (iii) of this Section 11.4(e) and any test related thereto, any reference to Holdings shall be deemed to refer to the Person surviving such transaction, if not Holdings.

SECTION 11.5.      Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except:

(a)           the sale of inventory or equipment in the ordinary course of business;

(b)           the sale, lease or sublease of obsolete, unused, worn-out or surplus assets (other than Mortgaged Property) no longer used or usable in the business of Borrower or any of its Subsidiaries;

(c)           the transfer of assets to Borrower or a Subsidiary in accordance with Section 11.4; provided such transfer shall be made subject to Liens of the applicable Security Document and in accordance with the provisions of Section 9.11;

(d)           the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;

(e)           the disposition of any Hedging Agreement;

(f)            licensing and sublicensing of patents, trademarks and other intellectual property rights in the ordinary course of business;

(g)           the compromise or settlement of any dispute, claim or legal proceeding with respect to any receivable or other claim under contracts for less than the balance thereof in the ordinary course of business;

(h)           additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $2,500,000 in any Fiscal Year and $5,000,000 in the aggregate from the Effective Date; provided that (i) the Credit Party (or its Subsidiary, as the case may be) shall receive consideration in connection with such Asset Disposition at least equal to the fair market value of the assets or Capital Stock issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Credit Party or its Subsidiary is in the form of cash, Cash Equivalents or a combination thereof; and

(i)            transfers of assets pursuant to investments permitted by Section 11.3.

SECTION 11.6.      Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, (collectively, a “Restricted Payment”); provided that:

(a)           Holdings or any Subsidiary may pay dividends in shares of its own Capital Stock;

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(b)           any Subsidiary may pay cash dividends to Borrower or a Subsidiary of Borrower that is a Credit Party and, so long as no Default or Event of Default has occurred or is continuing, to other equity holders of such Subsidiary on a pro rata basis;

(c)           so long as no Event of Default exists, Borrower may (i) make payments in an amount not to exceed in any Fiscal Year the lesser of 2.5% of Borrower’s Consolidated EBITDA for such Fiscal Year and $3,000,000 for Management Fees to the Sponsor and (ii) reimburse the reasonable out-of-pocket reasonable expenses of Sponsor incurred in connection with providing or obtaining management, consulting, monitoring, financial advisory, accounting or other services to or for the benefit of the Credit Parties;

(d)           Borrower may make payments to Holdings, and Holdings may make payments to any direct or indirect parent of Holdings, to pay franchise taxes, directors fees and reasonable accounting, legal and administrative expenses of Holdings and such parents when due, in an aggregate amount not to exceed $1,000,000 per annum;

(e)           for so long as Borrower is a member of a group filing a consolidated or combined tax return with Holdings or any direct or indirect parent of Holdings, Borrower may make payments to Holdings and Holdings may make payments to such Person in respect of an allocable portion of the tax liabilities of such group that is attributable to Holdings, Borrower or their Subsidiaries (limited, in the case of Holdings, to taxes attributable to its ownership of Borrower) (“Tax Payments”). The Tax Payments shall not exceed the lesser of (i) the amount of the relevant tax (including any penalties and interest) that Borrower would owe if Borrower were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of Borrower and such Subsidiaries from other taxable years and (ii) the net amount of the relevant tax that Holdings or such Person actually owes to the appropriate taxing authority. Any Tax Payments received from Borrower shall be paid over to the appropriate taxing authority within 30 days of Holdings’ or any direct or indirect parent of Holdings’ receipt of such Tax Payments or refunded to Borrower;

(f)            if no Event of Default shall exist or would occur after giving effect thereto, Borrower may repurchase, redeem, or otherwise acquire for value any Capital Stock of Borrower, and Borrower may make distributions, loans and advances to Holdings and Holdings may make distributions, loans and advances to any direct or indirect parent to enable the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of Holdings, or any direct or indirect parent of Holdings, in each case, held by any current or former officer, director, consultant or employee of Holdings or any of its Subsidiaries (or Heirs or other permitted transferees thereof); provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock may not exceed $1,000,000 in any calendar year; provided, further, that Borrower may carry over and make in subsequent calendar years, in addition to the amounts permitted for such calendar year, the amount of such purchases, redemptions or other acquisitions or retirements for value permitted to have been made but not made in any preceding calendar year up to a maximum of $2,000,000 in any calendar year; provided, further, that such amount in any calendar year may be increased by an amount not to exceed (1) the

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net cash proceeds from the sale of Capital Stock of Borrower (or Holdings or any direct or indirect parent of Holdings to the extent such net cash proceeds are contributed to the common equity of Holdings) to employees, officers, directors or consultants of Holdings and its Subsidiaries that occurs after the Effective Date (to the extent the cash proceeds from the sale of such Capital Stock have not otherwise been applied to the payment of Restricted Payments) plus (2) the cash proceeds of key man life insurance policies received by Holdings and its Subsidiaries after the Effective Date less any amounts previously applied to the payment of Restricted Payments pursuant to this clause (f); provided, further, that cancellation of Indebtedness owing to Holdings or any of its Subsidiaries from employees, officers, directors and consultants of Holdings or any of its Subsidiaries in connection with the repurchase of Capital Stock of Borrower, Holdings or any direct or indirect parent from such Persons will not be deemed to constitute a Restricted Payment for purposes of this Section.

(g)           there shall be permitted hereunder (i) the repurchase of Capital Stock deemed to occur upon the exercise of options, warrants or other convertible securities to the extent such Capital Stock represent a portion of the exercise price of those options, warrants or other convertible securities and (ii) cash payments in lieu of the issuance of fractional shares in connection with the exercise of options, warrants, or other convertible securities;

(h)           the purchase, redemption, acquisition, cancellation or other retirement for value of Capital Stock of any Credit Party to the extent necessary, in the good faith judgment of the board of directors of Borrower, to prevent the loss or secure the renewal or reinstatement of any license, permit or eligibility held by any Credit Party under any applicable law or governmental regulation or the policies of any governmental authority or other regulatory body in an aggregate amount not to exceed $250,000;

(i)            Holdings and Borrower may make payments in connection with or as a result of the Acquisition to the extent contemplated by the Acquisition Documents.

(j)            the redemption, repurchase or other acquisition for value of any Capital Stock of any Foreign Subsidiary that is held by any Person that is not an Affiliate of Borrower to the extent required by applicable laws, rules or regulations; provided that the amount of any such redemptions, repurchases or other acquisitions shall not exceed $5,000,000 during the term of this Agreement;

(k)           Holdings and Borrower may make Restricted Payments in exchange for, or out of the net proceeds of the substantially concurrent sale (other than to a Subsidiary) of, Qualified Capital Stock (other than any Permitted Cure Securities), to the extent such proceeds are not required to be applied to the prepayment of Loans in accordance with this Agreement and, in the case of any Restricted Payment made by Borrower pursuant to this Section 11.6(k), so long as Borrower’s Consolidated Leverage Ratio is less than 4.0:1.0 on the last day of the most recently ended Fiscal Quarter; and

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(l)            additional payments by Holdings and its Subsidiaries not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $7,500,000.

SECTION 11.7.      Limitations on Exchange and Issuance of Capital Stock. Issue, sell or otherwise dispose of any class or series of Capital Stock that, by its terms or by the terms of any security into which it is convertible or exchangeable, is, or upon the happening of an event or passage of time would be, (a) convertible or exchangeable into Indebtedness or (b) required to be redeemed or repurchased, including at the option of the holder, in whole or in part, or has, or upon the happening of an event or passage of time would have, a redemption or similar payment due prior to the Term Loan Maturity Date.

SECTION 11.8.      Transactions with Affiliates. Directly or indirectly (a) make any loan or advance to, or purchase or assume any note or other obligation to or from, any of its officers, directors, shareholders or other Affiliates, or to or from any member of the immediate family of any of its officers, directors, shareholders or other Affiliates, or subcontract any operations to any of its Affiliates or (b) enter into, or be a party to, any other transaction not described in clause (a) above with any of its Affiliates other than:

(i)            transactions permitted by Section 11.3, 11.4, 11.6 and 11.7;

(ii)           transactions existing on the Effective Date or any amendment thereto or transactions contemplated thereby and described on Schedule 11.8 (and any replacement or amendment of any such agreement so long as any such amendment or replacement thereof is not materially less favorable to the Lenders than the original agreement in effect on the Effective Date);

(iii)          compensation, reimbursement of reasonable expenses and indemnification of officers, directors and employees pursuant to customary employment, consulting and benefit arrangements;

(iv)          other transactions in the ordinary course of business on terms as favorable as would be obtained by it on a comparable arms-length transaction with an independent, unrelated third party as determined in good faith by the board of directors of Borrower;

(v)           so long as no Event of Default exists, (i) the payment of Management Fees to the Sponsor in an amount not to exceed in any Fiscal Year the lesser of 2.5% of Borrower’s Consolidated EBITDA for such Fiscal Year and $3,000,000 and (ii) the reimbursement for reasonable out-of-pocket expenses of Sponsor incurred in connection with providing or obtaining management, consulting, monitoring, financial advisory, accounting or other services to or for the benefit of the Credit Parties;

(vi)          Equity Issuances of Holdings and the granting of registration rights in respect of any such Capital Stock, which rights have been approved by the board of directors of Holdings or Borrower;

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(vii)         the purchase or sale of goods or provision of services to an Affiliate in the ordinary course of business on terms comparable to those offered to or available from third party customers or suppliers;

(viii)        agreements to reimburse or indemnify the issuer of any tender, surety and appeal bonds, performance bonds and other obligations or guarantees of a like nature for the benefit of Subsidiaries that are not Credit Parties in respect of such Subsidiaries’ performance of bids, trade contracts, insurance contracts, leases (other than Capital Lease obligations) in each case in the ordinary course of business; and

(ix)           transactions between and among Credit Parties.

SECTION 11.9.      Certain Accounting Changes; Organizational Documents (a). (a) Change its Fiscal Year end, or make any change in its accounting treatment and reporting practices except as required by GAAP or Applicable Law or (b) amend, modify or change its Organizational Documents, other than amendments, modifications or waivers (as the case may be) which (i) would not have a material adverse effect on the ability of such Person to perform its obligations under the Loan Documents or (ii) are not adverse in any material respect to the interests of the Lenders.

SECTION 11.10.    Amendment of Material Documents.

(a)           Amend or modify, or permit the amendment or modification of, any provision of any Transaction Document, in each case other than amendments, modifications or waivers (as the case may be) which are not adverse in any material respect to the interests of the Lenders.

(b)           Amend or modify (or permit the modification or amendment of) any of the terms or provisions of any Subordinated Indebtedness in any respect that is adverse in any material respect to the interests of the Lenders.

SECTION 11.11.    Prepayments of Subordinated Indebtedness. Make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Subordinated Indebtedness, other than payments of accrued interest when due or in connection with a refinancing, refunding, renewal or extension of such Subordinated Indebtedness permitted by Section 11.1(c) or (m).

SECTION 11.12.    Restrictive Agreements.

(a)           Enter into any Indebtedness which contains any negative pledge on assets or any covenants more restrictive than the provisions of Articles IX, X and XII hereof, or which restricts, limits or otherwise encumbers its ability to incur Liens on or with respect to any of its assets or properties other than the assets or properties securing such Indebtedness.

(b)           Enter into or permit to exist any agreement which impairs or limits the ability of any Subsidiary of Borrower to pay dividends to Borrower. However, this restriction set forth in Sections 11.12(a) and (b) will not apply to restrictions existing under or by reason of:

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(i)            the Senior Subordinated Notes Documents or the Loan Documents,

(ii)           Applicable Law,

(iii)          any instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred,

(iv)          any agreement for the sale or other disposition of Capital Stock or assets of a Subsidiary or an agreement entered into for the sale of specified assets that restrict distributions by that Subsidiary pending such sale,

(v)           Indebtedness permitted by Section 11.1(c), (d), (e) or (m) as a refinancing, renewal or extension of other Indebtedness permitted by such sections, provided that the restrictions contained in the agreements governing such Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced,

(vi)          provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the board of directors of Borrower, which limitation is applicable only to the assets that are the subject of such agreements,

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

(viii)        provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person other than on a pro rata basis,

(ix)           restrictions in other Indebtedness incurred in compliance with Section 11.1; provided that such restrictions, taken as a whole, are, in the good faith judgment of Borrower’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in this Agreement and the Senior Subordinated Note Agreement,

(x)            customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices,

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(xi)           purchase money obligations for property acquired in the ordinary course of business and Capital Lease obligations that impose restrictions on the ability of any Subsidiary to transfer any of such acquired properties or assets to Borrower or any of its Subsidiaries,

(xii)          secured Indebtedness otherwise permitted to be incurred pursuant to Section 11.2 that limits the right of the debtor to dispose of assets securing Indebtedness;

(xiii)         agreements governing existing Indebtedness as in effect on the Effective Date and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the Closing Date,

(xiv)        any encumbrances or restrictions imposed by any amendments, modifications restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the board of directors of Borrower, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

SECTION 11.13.    Nature of Business. Alter in any material respect the character or conduct of the business conducted by Borrower and its Subsidiaries as of the Closing Date, and other businesses that are ancillary or related thereto. In the case of Holdings, engage at any time in any business or business activity other than (i) ownership of the Capital Stock of Borrower, together with activities directly related thereto, (ii) performance of its obligations under and in connection with the Loan Documents, (iii) actions incidental to the consummation of the Transaction, (iv) actions required by law to maintain its existence, (v) the holding of cash in amounts reasonably required to pay for its own costs and expenses, (vi) owing and paying legal, registered office and auditing fees, (vii) the issuance of common or preferred Capital Stock, (viii) making investments to the extent permitted by this Agreement and (ix) the issuance of Indebtedness to the extent permitted by this Agreement.

SECTION 11.14.    Impairment of Security Interests. Take or omit to take any action, which might or would have the result of materially impairing the security interests in favor of the Administrative Agent with respect to the Collateral or grant to any Person (other than the Administrative Agent for the benefit of itself and the Secured Parties pursuant to the Security Documents) any interest whatsoever in the Collateral, except for Permitted Liens and asset sales permitted under Section 11.5.

SECTION 11.15.    No Other “Designated Senior Debt”. Neither of Holdings or Borrower shall designate, or permit the designation of, any Indebtedness (other than under this

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Agreement and the other Loan Documents) as “Designated Senior Debt” or any other similar term for the purpose of the definition of the same or the subordination provisions contained in any indenture or other agreement governing any Subordinated Indebtedness permitted under Section 11.1.

SECTION 11.16.    Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may establish or create one or more Subsidiaries of Borrower.

ARTICLE XII

DEFAULT AND REMEDIES

SECTION 12.1.      Events of Default. Each of the following shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any Governmental Authority or otherwise:

(a)           Default in Payment of Principal of Loans and Reimbursement Obligations. Borrower shall default in any payment of principal of any Loan or Reimbursement Obligation when and as due (whether at maturity, by reason of acceleration or otherwise).

(b)           Other Payment Default. Borrower or any other Credit Party shall default in the payment when and as due (whether at maturity, by reason of acceleration or otherwise) of interest on any Loan or Reimbursement Obligation or the payment of any other Obligation, and such default shall continue for a period of five (5) Business Days.

(c)           Misrepresentation. Any representation, warranty, certification or statement of fact made or deemed made by Borrower or any other Credit Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith that is subject to materiality or Material Adverse Effect qualifications, shall be incorrect or misleading in any respect when made or deemed made; or any representation, warranty, certification or statement of fact made or deemed made by Borrower or any other Credit Party herein, any other Loan Document, or in any document delivered in connection herewith or therewith that is not subject to materiality or Material Adverse Effect qualifications, shall be incorrect or misleading in any material respect when made or deemed made.

(d)           Default in Performance of Certain Covenants. Borrower or any other Credit Party shall default in the performance or observance of any covenant or agreement contained in Section 8.5(e)(i) or Article X or XI.

(e)           Default in Performance of Other Covenants and Conditions. Borrower or any other Credit Party shall default in the performance or observance of any term, covenant, condition or agreement contained in this Agreement (other than as specifically provided for otherwise in this Section) or any other Loan Document and such default shall

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