SENIOR UNSECURED BRIDGE LOAN AGREEMENT

EXHIBIT 10.1

CONFIDENTIAL

$300,000,000

SENIOR UNSECURED
BRIDGE LOAN AGREEMENT

Dated as of December 18, 2006

among

ALLIS-CHALMERS ENERGY INC.

as the Borrower,

THE GUARANTORS NAMED HEREIN

as the Guarantors,

THE LENDERS NAMED HEREIN

as the Lenders,

ROYAL BANK OF CANADA

as Administrative Agent,

and

RBC CAPITAL MARKETS CORPORATION

as Sole Lead Arranger and Sole Bookrunner

Table of Contents

     SENIOR UNSECURED BRIDGE LOAN AGREEMENT dated as of December 18, 2006 (this “ Agreement ”), among ALLIS-CHALMERS ENERGY INC., a Delaware corporation (the “ Borrower ”), the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), ROYAL BANK OF CANADA, as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”), and RBC CAPITAL MARKETS CORPORATION, as the exclusive lead arranger and sole bookrunner (in such capacities, the “ Lead Arranger ”).

RECITALS

     A. Pursuant to the Asset Purchase Agreement, dated October 25, 2006 (the “ Purchase Agreement ”, as amended in accordance with the terms of this Agreement), by and between the Borrower and Oil & Gas Rental Services, Inc., a Louisiana corporation (the “ Target ”), the Borrower intends to acquire from the Target substantially all of the assets of the Target and assume certain liabilities of the Target specified in the Purchase Agreement (the “ Acquisition ”).

     B. The Borrower has requested that the Lenders make (a) a loan to the Borrower in an aggregate principal amount not in excess of $225,000,000 and (b) a loan to the Borrower in an aggregate principal amount not in excess of $75,000,000, in each case on the Closing Date (as hereinafter defined) to (a) finance a portion of the purchase price for the Acquisition and (b) pay fees, costs and expenses related to the Transactions (as hereinafter defined).

     C. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

Definitions

          SECTION 1.01. Defined Terms

     As used in this Agreement, the following terms shall have the meanings specified below:

     “ Acquired Business ” shall mean the assets of the Target and its Subsidiaries acquired by the Borrower from the Target pursuant to the Purchase Agreement.

     “ Acquisition ” shall have the meaning assigned to such term in the recitals.

      “ Administrative Agent ” shall have the meaning assigned to such term in the preamble.

     “ Affiliate ” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided, however , that, (a) for purposes of Section 6.07 , the term “Affiliate” shall also include any Person that directly or indirectly owns 10% or more of any class of Capital Stock of the Person specified or that is an officer or director of the Person specified and (b) the term “Affiliate” with respect to the Borrower shall specifically exclude the Administrative Agent, each Lender, in its capacity as Lender, and any of its Affiliates.

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

     “ Applicable Rate ” means (a) in the case of the Bridge A Loan, (i) with respect to a Eurodollar Rate Loan, 4.75% per annum, increasing to 5.75% per annum on the first anniversary of the Closing Date, and (ii) with respect to a Base Rate Loan, 3.75% per annum, increasing to 4.75% on the first anniversary of the Closing Date and (b) in the case of the Bridge B Loan, (i) with respect to a Eurodollar Rate Loan, 6.75% per annum, increasing to 7.75% per annum on the first anniversary of the Closing Date, and (ii) with respect to a Base Rate Loan, 5.75% per annum, increasing to 6.75% on the first anniversary of the Closing Date.

     “ Asset Sale ” shall mean the sale, transfer or other disposition (by way of merger, casualty, condemnation or otherwise) by the Borrower or any of its Subsidiaries to any Person other than the Borrower or any of its Subsidiaries of (a) any Capital Stock of any of the Subsidiaries of the Borrower or (b) any other assets of the Borrower or any of its Subsidiaries.

     “ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent, in the form of Exhibit A or such other form as shall be reasonably approved by the Administrative Agent.

     “ Base Rate ” shall mean for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus ¹ / 2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “ prime rate ”; provided , however , that during the period from the date hereof to the date that is fifteen (15) days following the Closing Date (or such earlier date as shall be specified by the Administrative Agent on which a Eurodollar Rate Loan has become available), “Base Rate” shall mean a rate per annum equal to the sum of two-week LIBOR (determined by the Administrative Agent to be the offered rate that appears on the page of the LIBOR I screen that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars for delivery on the Closing Date with a two-week term, determined as of approximately 11:00 a.m. (London time) on the Closing Date) plus 1%. Such rate is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any changes in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

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

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

     “ Borrower ” shall have the meaning assigned to such term in the preamble.

     “ Borrower Acquisition ” shall mean any transaction or series of related transactions for the purpose of, or resulting in, directly or indirectly: (a) the acquisition by the Borrower or any Subsidiary of the Borrower of all or substantially all of the assets located in the United States of a Person or of any business or division of a Person; (b) the acquisition by the Borrower or any Subsidiary of the Borrower of more than fifty percent (50%) of any class of Voting Stock (or similar Capital Stock) of any Domestic Person; or (c) a merger, consolidation or other combination by the Borrower or any Subsidiary of the Borrower with another Person if the Borrower or any Subsidiary of the Borrower is the surviving entity; provided that (i) in any merger involving the Borrower, the Borrower must be the surviving entity; and

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(ii) in any merger involving a Subsidiary of the Borrower which is a Loan Party and another Subsidiary of the Borrower which is not a Loan Party, the Subsidiary which is a Loan Party shall be the survivor.

     “ Borrowing Request ” shall mean a request by the Borrower in accordance with the terms of Section 2.04 and substantially in the form of Exhibit B , or such other form as shall be approved by the Administrative Agent.

      “ Breakage Event ” shall have the meaning assigned to such term in Section 2.17 .

     “ Bridge A Commitment ” shall mean, with respect to each Bridge A Lender, the commitment of such Lender to make advances hereunder as set forth on Schedule 2.01 , or in the Assignment and Acceptance pursuant to which such Lender assumed its Commitment, as applicable.

     “ Bridge A Lender ” means a Lender that has a Bridge A Commitment or that holds any portion of the Bridge A Loan.

     “ Bridge A Loan ” means, collectively, the advances by the Bridge A Lenders pursuant to their Bridge A Commitments.

     “ Bridge B Commitment ” shall mean, with respect to each Bridge B Lender, the commitment of such Lender to make advances hereunder as set forth on Schedule 2.01 , or in the Assignment and Acceptance pursuant to which such Lender assumed its Commitment, as applicable.

     “ Bridge B Lender ” means a Lender that has a Bridge B Commitment or that holds any portion of the Bridge B Loan.

     “ Bridge B Loan ” means, collectively, the advances by the Bridge B Lenders pursuant to their Bridge B Commitments.

     “ Business Day ” shall mean any day other than a Saturday, Sunday or day on which banks in New York City are generally authorized or required by law to close; provided , however , that when used in connection with a Eurodollar Rate Loan (including with respect to all notices and determinations in connection therewith and any payments of principal, interest or other amounts thereon), the term “ Business Day ” shall also exclude any day on which banks are generally not open for dealings in dollar deposits in the London interbank market.

     “ Capital Expenditures ” shall mean, for any period, (a) the aggregate amount of additions to property, plant and equipment and other capital expenditures of the Borrower and its Subsidiaries that are (or should be) set forth in a Consolidated statement of cash flows of the Borrower for such period prepared in accordance with GAAP, and (b) Capital Lease Obligations or Synthetic Lease Obligations incurred by the Borrower and its Consolidated Subsidiaries during such period, but excluding in each case any such expenditure made to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation.

     “ Capital Lease Obligations ” of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

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     “ Capital Stock ” shall mean:

     (a) in the case of a corporation, corporate stock;

     (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock:

     (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

     (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution or assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, regardless of whether such debt securities include any right of participation with Capital Stock.

     A “ Change in Control ” shall be deemed to have occurred if:

     (a) any “Person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 as in effect on the date hereof, but excluding any employee benefit plan of such Person and its Subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of more than fifty percent (50)% of outstanding Capital Stock of the Borrower having ordinary voting power;

     (b) a majority of the seats (other than vacant seats) on the board of directors of the Borrower shall at any time be occupied by Persons who were not (i) nominated by the board of directors of the Borrower or (ii) appointed by directors so nominated; or

     (c) any change in control (or similar event, however denominated) shall occur in respect of Material Indebtedness of the Borrower or any Subsidiary of the Borrower.

     “ Change in Law ” shall mean (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.15 , by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

      “ Charges ” shall have the meaning assigned to such term in Section 10.09 .

     “ Closing Date ” shall mean the date on which the obligation to fund the Loans under this Agreement shall have become effective due to the satisfaction in full or waiver of the conditions set forth in Article IV.

     “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any legislation successor thereto.

     “ Commitment ” shall mean a Bridge A Commitment or a Bridge B Commitment.

     “ Consolidated ” refers to the consolidation of accounts in accordance with GAAP.

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     “ Consolidated EBITDA ” shall mean, for any period, Consolidated Net Income for such period plus

     (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of

     (i) Consolidated interest expense for such period,

     (ii) Consolidated income tax expense for such period,

     (iii) all amounts attributable to depreciation and amortization for such period,

     (iv) non-recurring fees and expenses incurred in connection with the Transactions,

     (v) any non-cash charges (other than the write-down of current assets) for such period,

     (vi) executive compensation payments to the outgoing chairrman of the Target consisting of up to $7,800,000 in cash and $11,400,000 in common stock,

     minus (b) without duplication all cash payments made during such period on account of non-cash charges added to Consolidated Net Income pursuant to clause (a)(v) above in a previous period.

     “ Consolidated Net Income ” shall mean, for any period with respect to any Person, the net income or loss of such Person for such period determined on a Consolidated basis in accordance with GAAP; provided that there shall be excluded (without duplication):

     (a) the income of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Subsidiary,

     (b) the income or loss of any Person accrued prior to the date (i) it becomes a Subsidiary or is merged into or consolidated with such Person or (ii) its assets are acquired by such Person or its Subsidiaries,

     (c) after-tax gains and losses realized upon the sale or other disposition of any property that is sold or otherwise disposed of other than in the ordinary course of business, and

     (d) extraordinary gains, losses or charges.

     “ Constituent Documents ” means, with respect to any Person, (a) the articles of incorporation, certificate of incorporation, constitution or certificate of formation (or the equivalent organizational documents) of such Person, (b) the by-laws or operating agreement (or the equivalent governing documents) of such Person and (c) any document setting forth the manner of election or duties of the directors or managing members of such Person (if any) and the designation, amount or relative rights, limitations and preferences of any class or series of such Person’s Capital Stock.

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

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     “ Default ” shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default.

     “ Disqualified Stock ” shall mean any Capital Stock that, by its terms (or by the terms of any security or other Capital Stock 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, or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital, in each case at any time on or prior to the date which is the first anniversary of the Maturity Date, or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) Indebtedness or (ii) any Capital Stock referred to in clause (a) above, in each case at any time prior to the date which is the first anniversary of the Maturity Date.

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

     “ Domestic ” shall mean, with respect to an entity, that such entity is incorporated, organized or formed under the laws of the United States, a state in the United States or any subdivision thereof or the District of Columbia.

     “ Environmental Laws ” shall mean all applicable Federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, directives, orders (including consent orders), and agreements having the force and effect of law in each case, relating to protection of the environment or natural resources, or to protection of human health and safety as it relates to Hazardous Materials exposure, the presence or Release of Hazardous Materials in the environment, or the generation, manufacture, processing, distribution, use, treatment, storage, transport, recycling or handling of, or the arrangement for such activities with respect to, Hazardous Materials.

     “ Environmental Liability ” shall mean all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out of or relating to (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

     “ Equity Issuance ” shall mean the issuance of 3.2 million shares of Capital Stock by the Borrower to the Target, which Capital Stock shall be issued as payment for a portion of the purchase price of the Acquisition.

     “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time, or any legislation successor thereto.

     “ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) that, together with such Person, is treated as a single employer under Section 414(b) or (c) of the Code, or solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 (b), (c), (m) or (o) of the Code.

     “ ERISA Event ” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice

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period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower, any of its Subsidiaries or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the Borrower, any of its Subsidiaries or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (e) the receipt by the Borrower, any of its Subsidiaries or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the adoption of any amendment to a Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (g) the receipt by the Borrower, any of its Subsidiaries or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from the Borrower, any of its Subsidiaries or any of its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the occurrence of a “prohibited transaction” (within the meaning of Section 4975 of the Code) with respect to which the Borrower or any of the Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which the Borrower or any such Subsidiary could otherwise be liable; or (i) any other extraordinary event or condition with respect to a Plan or Multiemployer Plan (other than liabilities arising under clauses (a) through (h) above and any liabilities for routine plan contributions and claims for benefits) that could reasonably be expected to result in liability of the Borrower or any of its Subsidiaries.

     “ Eurodollar Rate ” shall mean for any Interest Period with respect to any Eurodollar Rate Loan:

     (a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the LIBOR I screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars for delivery on the first day of such Interest Period with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or

     (b) if the rate referenced in the preceding clause (a) does not appear on such page or service or such page or service shall cease to be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business days prior to the first day of such Interest Period, or

     (c) if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest (rounded upward to the next 1/100 ^th of 1%) at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by the Administrative Agent and with a term equivalent to such Interest period would be offered by the Administrative Agent’s London Branch to major banks in the offshore Dollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period.

     “ Eurodollar Rate Loan ” shall mean a Loan that bears interest at a rate based on the Eurodollar Rate.

     “ Event of Default ” shall have the meaning assigned to such term in Article VII .

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     “ Excluded Taxes ” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America or any state or political subdivision thereof, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (a) above, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.21(a)) , any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.21(e) , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.21(a ) and which withholding tax may not be eliminated by complying with Section 2.21(e) , and (d) any backup withholding tax required to be withheld or paid pursuant to Section 3406 of the Code.

     “ Existing Notes ” shall mean the Borrower’s existing 9.0% senior notes due 2014.

     “ Existing Senior Credit Agreement ” shall mean the Borrower’s Amended and Restated Credit Agreement dated as of January 18, 2006 by and among the Borrower, as borrower, Royal Bank, as administrative agent and collateral agent, RBC Capital Markets, as lead arranger and sole bookrunner, and the lenders party thereto.

     “ Existing Senior Credit Documents ” shall mean the Existing Senior Credit Agreement and the credit documents contemplated under and executed by the Borrower pursuant thereto.

     “ Extraordinary Receipt ” shall mean any cash received by or paid to or for the account of any Person not in the ordinary course of business, including, without limitation, tax refunds ( provided that, for greater clarity and without limiting the foregoing, ordinary tax refunds on account of cash taxes actually paid would be considered ordinary course), pension plan reversions, proceeds of insurance (including, without limitation, any key man life insurance but excluding proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustment received in connection with any purchase agreement (including any purchase price adjustment received in connection with the Purchase Agreement); provided , however , that an Extraordinary Receipt shall not include cash receipts received from proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments to the extent that such proceeds, awards or payments are received by any Person in respect of any third party claim against such Person and applied to pay (or to reimburse such Person for its prior payment of) such claim and the costs and expenses of such Person with respect thereto.

     “ Federal Funds Rate ” shall mean, for any day, the rate per annum equal to the weighted average of rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

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     “ Fee Letter ” shall mean the fee letter dated as of October 25, 2006 between the Borrower and Royal Bank.

     “ Fees ” shall have the meaning assigned to such term in Section 2.06 .

     “ Financial Officer ” of any Person shall mean the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of such Person.

     “ Fiscal Year ” shall mean the fiscal year of the Borrower and its Subsidiaries ending on December 31 of each calendar year.

     “ Foreign Lender ” shall mean any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

     “ Foreign Subsidiary ” shall mean any Subsidiary that is not a Domestic Subsidiary.

     “ Funded Debt ” of any Person means Indebtedness in respect of the Loans, in the case of the Borrower, and all other Indebtedness of such Person that by its terms matures more than one year after the date of determination or matures within one year from such date but is renewable or extendible, at the option of such Person, to a date more than one year after such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year after such date.

     “ GAAP ” shall mean United States generally accepted accounting principles.

     “ Governmental Authority ” shall mean the government of the United States of America or any other nation, 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.

     “ Guarantee ” of or by any Person shall mean any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligation, (b) to purchase or lease (including pursuant to Synthetic Lease Obligations, if applicable) property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment of such Indebtedness or other obligation, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or other obligation; provided , however , that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

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     “ Guaranteed Obligations ” shall have the meaning assigned to such term in Section 8.01 .

     “ Guarantors ” shall mean each Domestic Subsidiary of the Borrower listed on Schedule 1.01(a) and each other Subsidiary of the Borrower that is or becomes a party to this Agreement pursuant to Article VIII .

     “ Hazardous Materials ” shall mean any petroleum (including crude oil or fraction thereof) or petroleum products or byproducts, or any pollutant or contaminant, or any forces, noise, form of energy, substance, material or waste characterized, defined, or regulated as hazardous, toxic, explosive, radioactive, dangerous or words of similar meaning and effect by, or pursuant to, any Environmental Law, or which require removal, remediation or reporting under any Environmental Law, including asbestos, or asbestos containing material, radioactive material, polychlorinated biphenyls.

     “ Hedging Agreement ” shall mean any agreement with respect to any swap, forward, future, cap, collar, floor or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, fuel or other commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided , however , that no phantom stock or similar plan providing for payments and on account of services provided by current or former directors, officers, members of management, employees or consultants of the Borrower or any Subsidiary of the Borrower shall be a Hedging Agreement.

     “ Indebtedness ” of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (f) all Indebtedness of others secured by any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations and Synthetic Lease Obligations of such Person, (i) all obligations of such Person as an account party in respect of letters of credit or letters of guaranty and (j) all obligations of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other Person (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in, or other relationship with, such other Person, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

     “ Indemnified Costs ” shall have the meaning assigned to such term in Section 9.09 .

     “ Indemnified Taxes ” shall mean Taxes other than Excluded Taxes and Other Taxes.

      “ Indemnitee ” shall have the meaning assigned to such term in Section 10.05(b) .

     “ Interest Payment Date ” shall mean (a) with respect to a Base Rate Loan, the last Business Day of each March, June, September and December and (b) with respect to a Eurodollar Rate Loan, the last day of the Interest Period applicable to such Loan.

     “ Interest Period ” shall mean, for a Eurodollar Rate Loan, the period commencing on the date of borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding

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day, on the last day) in the calendar month that is 1, 2, 3 or 6 months, if agreed to or available to all of the participating Lenders, as the Borrower may elect; provided , however , that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and provided , further , that whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the numbers of months equal to the number of months in such Interest Period shall end on the last Business Day of such succeeding calendar month. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

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

      “ IRS ” shall have the meaning assigned to such term in Section 2.21(e) .

     “ Lead Arranger ” shall have the meaning assigned to such term in the recital of parties hereto.

     “ Lenders ” shall mean (a) the Persons listed on Schedule 2.01 (other than any such Person that has ceased to be a party hereto pursuant to an Assignment and Acceptance) and (b) any Person that has become a party hereto pursuant to an Assignment and Acceptance.

     “ Lien ” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien (statutory or otherwise), pledge, hypothecation, encumbrance, collateral assignment, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

     “ Loan ” means the Bridge A Loan or the Bridge B Loan.

     “ Loan Documents ” shall mean this Agreement, the Fee Letter, the promissory notes, if any, executed and delivered pursuant to Section 2.05(e) and each document executed by a Loan Party and delivered to the Administrative Agent or any Lender in connection with or pursuant to any of the foregoing or the Obligations, together with any modification of any term of any of the foregoing.

     “ Loan Parties ” shall mean the Borrower and the Guarantors.

     “ Loan ” shall mean the senior unsecured bridge loan made collectively by the Lenders to the Borrower pursuant to Section 2.01 .

     “ Margin Stock ” shall have the meaning assigned to such term in Regulation U.

     “ Material Adverse Effect ” shall mean (a) a material adverse effect on the business, revenues, operations, condition (financial or otherwise), liabilities (financial or otherwise), properties or prospects of the Borrower and its Subsidiaries, taken as a whole, (b) a material impairment of the ability of any Loan Party to perform any of its obligations under any Loan Document to which it is or will be a party or (c) a material impairment of any rights of or benefits available to the Lenders under any Loan Document.

     “ Material Indebtedness ” shall mean Indebtedness (other than the Loan), or obligations in respect of one or more Hedging Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $2,000,000. For purposes of determining Material Indebtedness,

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the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower, or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

     “ Maturity Date ” shall mean the date that is 18 months following the Closing Date.

      “ Maximum Rate ” shall have the meaning assigned to such term in Section 10.09 .

     “ Moody’s ” shall mean Moody’s Investors Service, Inc., or any successor thereto.

     “ Multiemployer Plan ” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Borrower or any of its ERISA Affiliates is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions and, in respect of which the Borrower or any of its ERISA Affiliates has any liability.

     “ Net Cash Proceeds ” shall mean (a) with respect to any Asset Sale, the proceeds thereof in the form of cash and Permitted Investments (including any such proceeds subsequently received (as and when received) in respect of non-cash consideration initially received), net of (i) expenses (including reasonable and customary broker’s fees or commissions, investment banking fees, consultant fees, legal fees, survey costs, title insurance premiums, and related search and recording charges, transfer, recording and similar taxes incurred by the Borrower and its Subsidiaries in connection therewith and the Borrower’s good faith estimate of income taxes paid or payable in connection with such sale) incurred in connection with such Asset Sale, (ii) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations or purchase price adjustment associated with such Asset Sale ( provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds), (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by the asset sold in such Asset Sale and which is repaid (other than any such Indebtedness assumed or repaid by the purchaser); and (b) with respect to any incurrence of Indebtedness or issuance of any Capital Stock, the cash proceeds thereof, net of all taxes and customary fees, commissions, costs and other expenses incurred by the Borrower and its Subsidiaries in connection therewith.

     “ Notice of Interest Election ” shall mean a notice given by the Borrower in accordance with the terms of Section 2.11 and substantially in the form of Exhibit D , or such other form as shall be approved by the Administrative Agent.

     “ Obligations ” shall mean (a) obligations of the Borrower and the Guarantors from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower and the Guarantors under this Agreement and the other Loan Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower and the Guarantors under or pursuant to this Agreement and the other Loan Documents.

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

     “ Participant Register ” shall have the meaning described to such term in Section 10.04(f).

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

     “ Permitted Acquisition ” shall mean any Borrower Acquisition resulting in ownership of assets inside the United States, or of Capital Stock in a Domestic Person; provided , however , that the following requirements have been satisfied:

     (a) with respect to Borrower Acquisitions involving acquisitions of any Capital Stock, such Borrower Acquisition shall have been approved or consented by the board of directors or similar governing entity of the Person being acquired; and

     (b) as of the closing of such Borrower Acquisition, no Default or Event of Default shall exist or occur as a result of, and after giving effect to, such Borrower Acquisition.

     “ Permitted Investments ” shall mean:

     (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

     (b) investments in commercial paper maturing within two hundred seventy (270) days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

     (c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within thirteen (13) months from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of, or is a foreign bank that is licensed to do business in, the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $1,000,000,000;

     (d) repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (c) above;

     (e) investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses (a) through (d) above; and

     (f) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments of a type analogous to the foregoing.

     “ Permitted Refinancing ” shall mean Indebtedness of the Borrower or any of its Subsidiaries issued or incurred (including by means of the extension or renewal of existing Indebtedness) to refinance, refund, extend, renew or replace existing Indebtedness (“ Refinanced Indebtedness ”); provided that

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(a) the principal amount (or, if incurred with original issue discount, the aggregate accreted value) of such refinancing, refunding, extending, renewing or replacing Indebtedness (the “ New Indebtedness ”) is not greater than the principal amount of such Refinanced Indebtedness, (b) if such Refinanced Indebtedness refinances the Existing Senior Credit Agreement or other Indebtedness that is Material Indebtedness (or a Permitted Refinancing thereof), such New Indebtedness has a final maturity that is no sooner than the final maturity of, a weighted average life to maturity that is not earlier than the remaining weighted average life of, such Refinanced Indebtedness and an interest rate that is not higher than the interest rate applicable to such Refinanced Indebtedness, (c) if such Refinanced Indebtedness or any Guarantees thereof are subordinated to the Obligations, such New Indebtedness and any Guarantees thereof remain so subordinated on terms no less favorable to the Lenders, (d) the obligors in respect of such Refinanced Indebtedness immediately prior to such refinancing, refunding, extending, renewing or replacing are the only obligors on such New Indebtedness, and (e) if such Refinanced Indebtedness refinances the Existing Senior Credit Agreement or other Indebtedness that is Material Indebtedness or (a Permitted Refinancing thereof), such New Indebtedness contains mandatory redemption (or similar provisions), covenants and events of default which, taken as a whole, are no less favorable to the Borrower or the applicable Subsidiary of the Borrower and the Lenders than the mandatory redemption (or similar provisions), covenants and events of default or Guarantees, if any, in respect of such Refinanced Indebtedness; provided, further , however , that Permitted Refinancing shall not include (i) Indebtedness of a Subsidiary of the Borrower that refinances Indebtedness of the Borrower or (ii) Indebtedness of the Borrower or a Guarantor that refinances, refunds or replaces any other Indebtedness of a Subsidiary of the Borrower (other than a Guarantor).

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

     “ Plan ” shall mean any employee pension benefit plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) that subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 307 of ERISA and that is sponsored and/or maintained for eligible individuals who perform services for the Borrower and/or any of its Subsidiaries or ERISA Affiliates, and in respect of which the Borrower, any of its Subsidiaries or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

     “ Purchase Agreement ” shall have the meaning assigned to such term in the recitals.

     “ Register ” shall have the meaning assigned to such term in Section 10.04(d) .

     “ Regulation S-X ” shall mean Regulation S-X of the United States Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (as amended and in effect from time to time).

     “ Regulation U ” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

     “ Regulation X ” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

     “ Related Documents ” means the Existing Senior Credit Documents and each other document and instrument executed with respect thereof.

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     “ Related Fund ” shall mean, with respect to any Lender that is a fund or commingled investment vehicle that invests in bank loans, any other fund that invests in bank loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

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

     “ Release ” shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture.

     “ Required Lenders ” shall mean, at any time, Lenders having Commitments or holding outstanding advances representing more than fifty percent (50%) of the principal amount of the Loans.

     “ Responsible Officer ” of any Person shall mean any executive officer or Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement.

     “ Restricted Payment ” shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any Capital Stock in the Borrower or any Subsidiary of the Borrower, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Capital Stock in the Borrower or any Subsidiary of the Borrower or any option, warrant or other right to acquire any such Capital Stock in the Borrower or any of its Subsidiaries.

     “ Royal Bank ” means Royal Bank of Canada.

     “ S&P ” shall mean Standard & Poor’s Ratings Group, Inc. or any successor thereto.

     “ Solvent ” means, with respect to any Person, (a) the fair value of the assets of such Person exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of such Person is greater than the amount that is required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) such Person is able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) such Person does not have unreasonably small capital with which to conduct the business in which it is engaged.

     “ Subsidiary ” shall mean, with respect to any Person (herein referred to as the “ parent ”), any corporation, partnership, limited liability company, association or other business entity of which securities or other ownership interests representing more than fifty percent (50%) of the ordinary voting power or more than fifty percent (50%) of the general partnership interests are, at the time any determination is being made, owned, Controlled or held by the parent, one or more subsidiaries of the parent or a combination thereof.

     “ Synthetic Lease Obligations ” shall mean all monetary obligations of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease or (b) an agreement for the use or possession of any property (whether real, Personal or mixed) creating obligations which do not appear on the balance sheet of such Person, but which, upon the insolvency or bankruptcy of such Person, would be characterized as Indebtedness of such Person (without regard to accounting treatment).

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     “ Target ” shall have the meaning assigned to such term in the recitals hereto.

     “ Taxes ” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges, liabilities or withholdings imposed by any Governmental Authority.

     “ Transactions ” shall mean, collectively, (a) the execution, delivery and performance by the parties thereto of the Purchase Agreement and the consummation of the transactions contemplated thereby, including the Acquisition, (b) the Equity Issuance, (c) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party and the making of the Loans hereunder and the borrowings thereunder and use of the proceeds hereof and thereof, and (d) the payment of related fees, costs and expenses.

     “ Transferred Guarantor ” shall have the meaning assigned to such term in Section 8.09 .

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

     “ USA PATRIOT Act ” shall mean The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

     “ Voting Stock ” shall mean the Capital Stock (or equivalent) of any class or kind, of a Person, the holders of which are entitled to vote for the election of directors, managers, or other voting members of the governing body of such Person.

     “ weighted average life to maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

     “ Withdrawal Liability ” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

          SECTION 1.02. Terms Generally . The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having 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. 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 of this Agreement unless the context shall otherwise require. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document or any other agreement, instrument or document shall mean such

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document as amended, restated, amended and restated, supplemented or otherwise modified from time to time and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided , however , that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI or any related definition to eliminate the effect of any change in GAAP or the application thereof occurring after the date of this Agreement on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI or any related definition for such purpose), then the Borrower and the Administrative Agent shall negotiate in good faith to amend such covenant and related definitions (subject to the approval of the Required Lenders) to preserve the original intent thereof in light of such changes in GAAP; provided that the Borrower’s compliance with such covenant shall be determined on the basis of GAAP as applied and in effect immediately before the relevant change in GAAP or the application thereof became effective, until such covenant is amended.

          SECTION 1.03. Classification of Loans . For purposes of this Agreement, the Loan may be classified and referred to by type (e.g., a “ Eurodollar Rate Loan ”).

          SECTION 1.04. References to Agreements and Laws . Unless otherwise expressly provided herein, (a) references to organization documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, amendments and restatements, restatements, supplements and other modifications thereto, but only to the extent that such amendments, amendments and restatements, restatements, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any law, statute, rule or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.

          SECTION 1.05. 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 1.06. Timing of Payment or Performance . When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that with respect to any payment of interest on or principal of a Eurodollar Rate Loan, if such extension would cause any such payment to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

ARTICLE II

Loans

          SECTION 2.01. Commitments . Subject to the terms and conditions herein set forth and in connection with the borrowing request made by the Borrower pursuant to Section 2.04 , (a) each Bridge A Lender agrees, severally and not jointly, to make a single advance to the Borrower on the Closing Date in a principal amount not to exceed its Bridge A Commitment and (b) each Bridge B Lender agrees, severally and not jointly, to make a single advance to the Borrower on the Closing Date in a principal amount not to exceed its Bridge B Commitment.

          SECTION 2.02. Loans . (a) Each Loan shall be made as a single borrowing consisting of advances made by the applicable Lenders ratably in accordance with their applicable Commitments; provided , however , that the failure of any Lender to make any advance in respect of a

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Loan shall not in itself relieve any other Lender of its obligation to lend hereunder in respect of its applicable Commitment (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any advance required to be made by such other Lender). Amounts paid or prepaid in respect of the Loans may not be reborrowed.

     (b) Subject to Sections 2.09 and 2.16 , each borrowing hereunder shall be comprised entirely of a Base Rate Loan or a Eurodollar Rate Loan at the option of the Borrower; provided, however , that the Borrower shall not be permitted to select Eurodollar Rate Loans during the period from the date hereof to the date that is fifteen (15) days following the Closing Date (or such earlier date on which a Eurodollar Rate Loan has become available as shall be specified by the Administrative Agent, in its sole discretion, in a written notice to the Borrower and the Lenders). Subject to the immediately preceding sentence, each Lender may at its option make a Eurodollar Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. Each Lender shall make an advance to be made by it hereunder on the Closing Date by wire transfer of immediately available funds to such account designated by the Borrower in the Borrowing Request.

          SECTION 2.03. Use of Proceeds . The proceeds of the Loans shall be utilized by the Borrower solely to (a) finance a portion of the purchase price for the Acquisition and (b) pay fees, costs and expenses related to the Transactions.

          SECTION 2.04. Borrowing Procedure . In order to request a borrowing hereunder, the Borrower shall have notified the Administrative Agent of such request by telephone one (1) Business Day before the Closing Date. Such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery or fax to the Administrative Agent of the written Borrowing Request and shall specify the following information: (i) that the borrowing is to be a Base Rate Loan, (ii) the date of such borrowing (which shall be the Closing Date); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such borrowing; and (v) whether such borrowing shall be under the Bridge A Loan or Bridge B Loan. The Administrative Agent shall promptly advise the applicable Lenders of the notice given pursuant to this Section 2.04 (and the contents thereof), and of each Lender’s portion of the request borrowing.

          SECTION 2.05. Evidence of Debt; Repayment of Loans . (a) The Borrower hereby unconditionally promises to pay the principal amount of each Loan on the Maturity Date.

     (b) Each Lender shall maintain in accordance with its usual practice an account evidencing the Indebtedness of the Borrower to such Lender resulting from the advance made by such Lender, including amounts of principal and interest payable to and received by such Lender from time to time under this Agreement.

     (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of the advance made by each Lender hereunder, the type of each Loan and, if applicable, the Interest Period applicable thereto, (ii) the corresponding amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s share thereof.

     (d) The entries made in the account maintained pursuant to paragraph (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided , however , that the failure of any Lender or the Administrative Agent to maintain such accounts or any

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error therein shall not in any manner affect the obligations of the Borrower to repay the Loan in accordance with the terms of this Agreement.

     (e) Any Lender may request that an advance made by it hereunder be evidenced by a promissory note. In such event, the Borrower shall execute and deliver to such Lender a promissory note payable to such Lender and its permitted registered assigns in form and substance reasonably acceptable to the Administrative Agent. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the interests represented by such note shall at all times (including after any assignment of all or part of such interests pursuant to Section 10.04 ) be represented by one or more promissory notes payable to the payee named therein or its registered assigns.

          SECTION 2.06. Fees . (a) The Borrower agrees to pay the fees set forth below at the times and in the amounts specified herein (the “ Fees ”):

     (i) on the Closing Date, a structuring fee equal to 0.75% of the Commitments under each Loan payable to the Lenders, on a pro rata basis in accordance with their Commitments;

     (ii) on the Closing Date, a funding fee equal to 0.50% of the funded amount of each Loan payable to the Lenders, on a pro rata basis in accordance with their Commitments;

     (iii) on the date that is 90 days following the Closing Date, a fee equal to 0.50% of the outstanding principal amount of each Loan payable to the Lenders, on a pro rata basis in accordance with their ratable share of the advances under each Loan; and

     (iv) on the date that is twelve (12) months following the Closing Date, a fee equal to 0.75% of the outstanding principal amount of each Loan payable to the Lenders, on a pro rata basis in accordance with their ratable share of the advances under each Loan.

     (b) The Fees shall be paid, in immediately available funds, to the Lenders, in the case of clause a(ii) and to Royal Bank, in the case of clause a(i) above . Once paid, none of the Fees shall be refundable under any circumstances.

          SECTION 2.07. Interest on Loans . (a) Subject to the provisions of Section 2.08 , a Base Rate Loan made hereunder shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof) at a rate per annum equal to the Base Rate plus the Applicable Rate; provided , however , that in no event shall such rate be less than (i) nine percent (9%) per annum in the case of the Bridge A Loan and (ii) eleven percent (11%) per annum in the case of the Bridge B Loan.

     (b) Subject to the provisions of Section 2.08 , a Eurodollar Rate Loan made hereunder shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Eurodollar Rate for the Interest Period in effect for such Loan plus the Applicable Rate; provided , however , that in no event shall such rate be less than (i) nine percent (9%) per annum in the case of the Bridge A Loan and (ii) eleven percent (11%) per annum in the case of the Bridge B Loan.

     (c) Interest on the Loan shall be payable on the Interest Payment Dates applicable to such Loan except as otherwise provided in this Agreement. The Eurodollar Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

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          SECTION 2.08. Default Interest . Upon the occurrence and during the continuance of an Event of Default, to the extent permitted by law, all Obligations under the Loan Documents shall bear interest (including post-petition interest in any proceeding under any bankruptcy or insolvency laws), payable on demand, (a) in the case of principal of the Loans, at the rate otherwise applicable to the Loans pursuant to Section 2.07 plus the Applicable Rate plus two percent (2%) per annum and (b) in all other cases, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the rate that would be applicable to the Base Rate Loan plus the Applicable Rate plus two percent (2%) per annum.

          SECTION 2.09. Alternate Rate of Interest . In the event that on the day that the Administrative Agent receives Borrower’s applicable notice required by Section 2.11 for a conversion to or continuation of a Eurodollar Rate Loan, the Administrative Agent shall have reasonably determined that Dollar deposits in the principal amount of the borrowing requested by the Borrower are not generally available in the London interbank market, or that the rates at which Dollar deposits are being offered in the London interbank market will not adequately and fairly reflect the cost to any participating Lender of making or maintaining its portion of the Eurodollar Rate Loan during the applicable Interest Period, or that reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, the Administrative Agent shall give written or fax notice of such determination to the Borrower. In the event of any such determination, until the Administrative Agent shall have advised the Borrower that the circumstances giving rise to such notice no longer exist, the request by the Borrower for a Eurodollar Rate Loan pursuant to Section 2.11 shall be deemed to be a request for a Base Rate Loan. The determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest error.

          SECTION 2.10. Repayment . The principal amount of each Loan made hereunder shall be due and payable on the Maturity Date, together with accrued and unpaid interest, unless accelerated sooner pursuant to Article VII .

          SECTION 2.11. Conversion and Continuation of Borrowings . At any time after fifteen (15) days following the Closing Date (or such earlier date as shall be specified by the Administrative Agent, in its sole discretion, in a written notice to the Borrower and the Lenders), the Borrower shall have the right upon hand delivery or fax (or telephone notice promptly confirmed by hand delivery or fax) to the Administrative Agent of the written Notice of Interest Election (a) not later than 11:00 a.m., New York City time, three (3) Business Day prior to conversion, to convert a Eurodollar Rate Loan into a Base Rate Loan, (b) not later than 11:00 a.m., New York City time, three (3) Business Days prior to conversion or continuation, to convert a Base Rate Loan into a Eurodollar Rate Loan or to continue a Eurodollar Rate Loan as a Eurodollar Rate Loan for an additional Interest Period, and (c) not later than 11:00 a.m., New York City time, three (3) Business Days prior to conversion, to convert the Interest Period with respect to a Eurodollar Rate Loan to another permissible Interest Period, subject in each case to the following:

     (i) each conversion or continuation shall be made pro rata among the applicable Lenders in accordance with their respective share of the principal amount of the applicable Loan converted or continued;

     (ii) each conversion shall be effected by each applicable Lender and the Administrative Agent by recording for the account of such Lender its portion of the applicable converted Loan; accrued interest on the Eurodollar Rate Loan being converted shall be paid by the Borrower at the time of conversion;

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     (iii) if a Eurodollar Rate Loan is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the applicable Lenders pursuant to Section 2.17 ; and

     (iv) after the occurrence and during the continuance of a Default or Event of Default, no Loan may be converted into, or continued as, a Eurodollar Rate Loan.

     Each Notice of Interest Election given pursuant to this Section 2.11 shall be irrevocable and shall refer to this Agreement and specify not later than 11:00 a.m., New York City time, three (3) Business Days before the proposed conversion or continuation (i) whether the applicable Loan is to be converted to or continued as a Eurodollar Rate Loan or a Base Rate Loan, (ii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iii) if the applicable Loan is to be converted to or continued as a Eurodollar Rate Loan, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Rate Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise the applicable Lenders of any Notice of Interest Election given pursuant to this Section 2.11 and of each Lender’s portion of any converted or continued Loan. In the case of the Eurodollar Rate Loan, if the Borrower shall not have given notice in accordance with this Section 2.11 to continue such Loan into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.11 to convert such Loan), the Eurodollar Rate Loan shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued into a Eurodollar Rate Loan with an Interest Period of one month’s duration.

          SECTION 2.12. Termination of Commitments . The Commitments shall automatically terminate upon the making of the Loan to the Borrower on the Closing Date. Notwithstanding the foregoing, the Commitments shall automatically terminate at 5:00 p.m., New York City time, (a) on the date which is one (1) day immediately following the closing date of the Purchase Agreement, if the funding of the Loan shall not have been made by such time, or (b) if the Acquisition is not consummated, on the date on which the parties terminate the Purchase Agreement or the Purchase Agreement is terminated in accordance with its terms, whichever occurs first.

          SECTION 2.13. Optional Prepayment . (a) The Borrower shall have the right at any time and from time to time to prepay the Loans, in whole or in part, upon at least three (3) Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of a Eurodollar Rate Loan, or prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one (1) Business Day prior to the date of prepayment in the case of a Base Rate Loan, to the Administrative Agent before 11:00 a.m., New York City time; provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000.

     (b) Each notice of prepayment shall specify the prepayment date and the principal amount of the Loan (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Loan by the amount stated therein on the date stated therein. All prepayments under this Section 2.13 shall be subject to Section 2.17 but otherwise without premium or penalty. All prepayments under this Section 2.13 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

          SECTION 2.14. Mandatory Prepayments . (a) No later than the fifth Business Day following the receipt by the Borrower or any of its Subsidiaries of (i) Net Cash Proceeds in respect of any Asset Sale or (ii) any Extraordinary Receipt, the Borrower shall apply an amount equal to 100% of such proceeds received by the Borrower or any of its Subsidiaries with respect thereto to prepay outstanding Loan amounts in accordance with Section 2.14(c) , excluding, so long as no Default has occurred and is

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continuing, any such proceeds that are reinvested in the business of the Borrower within one hundred eighty (180) days of receipt thereof; provided that the Borrower shall not be required to make any portion of such prepayment to the extent such portion is required to be applied to prepay loans and/or cash collateralize obligations under the Existing Senior Credit Agreement.

     (b) In the event that the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from (i) the issuance or sale of Capital Stock or (ii) the issuance or incurrence of Indebtedness, the Borrower shall, simultaneously with the receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loan amounts in accordance with Section 2.14(c) ; provided that the Borrower shall not be required to make any portion of such prepayment to the extent that such Net Cash Proceeds are in respect of Indebtedness issued or incurred (or permitted to be issued or incurred) under the Existing Senior Credit Agreement.

     (c) All mandatory prepayments of outstanding Loans under this Section 2.14 shall be allocated (i) ratably to the Lenders in respect of the outstanding Bridge A Loan and the outstanding Bridge B Loan in the case of proceeds described in paragraph (a) above, (ii) first ratably to Lenders in respect of the outstanding Bridge A Loan and, to the extent there is a balance remaining, then ratably to Lenders in respect of the Bridge B Loan in the case of proceeds described in clause (ii) of paragraph (b) above, and (iii) first ratably to the Lenders in respect of the outstanding Bridge B Loan and, to the extent there is a balance remaining, then ratably to Lenders in respect of the Bridge A Loan in the case of proceeds described in clause (i) of paragraph (b) above. All prepayments under this Section 2.14 shall be subject to Section 2.20 .

     (d) The Borrower shall deliver to the Administrative Agent, at or prior to the time of each prepayment required under this Section 2.14 , (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) the notice required by Section 2.13 . Each notice of prepayment shall specify the prepayment date and the principal amount of the Loans (or portion thereof) to be prepaid. All prepayments of the outstanding Loan amounts under this Section 2.14 shall be subject to Section 2.17 , but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid up to but excluding the date of payment.

          SECTION 2.15. Reserve Requirements; Change in Circumstances . (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender (except any such reserve requirement which is reflected in the Eurodollar Rate) or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or a Eurodollar Rate Loan made by such Lender, if applicable, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining a Eurodollar Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

     (b) If any Lender shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy) by an amount deemed by such Lender to be material,

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then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

     (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower, shall describe the applicable Change in Law, the resulting costs incurred or reduction suffered and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within ten (10) Business Days after its receipt of the same.

     (d) Failure or delay on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is one hundred eighty (180) days prior to such request; provided , further , that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section 2.15 shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

          SECTION 2.16. Change in Legality . (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to maintain a Eurodollar Rate Loan or to give effect to its obligations as contemplated hereby with respect to such Eurodollar Rate Loan, then, by written notice to the Borrower and the Administrative Agent:

     (i) such Lender may declare that no Eurodollar Rate Loan will thereafter (for the duration of such unlawfulness) be available hereunder (or be continued for additional Interest Periods) and no Base Rate Loan will thereafter (for such duration) be converted into a Eurodollar Rate Loan, whereupon any request to convert a Base Rate Loan to a Eurodollar Rate Loan or to continue a Eurodollar Rate Loan for an additional Interest Period) shall, as to such Lender only, be deemed a request to continue the Base Rate Loan as such for an additional Interest Period or to convert a Eurodollar Rate Loan into an Base Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and

     (ii) such Lender may require that any outstanding Eurodollar Rate Loan made by it be converted to a Base Rate Loan, in which event such Eurodollar Rate Loan shall be automatically converted to a Base Rate Loan as of the effective date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Rate Loan that would have been made by such Lender or the converted Eurodollar Rate Loan of such Lender shall instead be applied to repay each Base Rate Loan made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Rate Loan.

     (b) For purposes of this Section 2.16 , a notice to the Borrower by any Lender shall be effective as to any Eurodollar Rate Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Rate Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

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          SECTION 2.17. Indemnity . The Borrower shall indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurodollar Rate Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Rate Loan to a Base Rate Loan, or the conversion of the Interest Period with respect to any Eurodollar Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Rate Loan to be made by such Lender not being made after notice of such Loan shall have been given by the Borrower hereunder (any of the events referred to in this clause (a) above being called a “ Breakage Event ”) or (b) any default in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurodollar Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.17 shall be delivered to the Borrower and shall be conclusive absent manifest error.

          SECTION 2.18. Pro Rata Treatment . Except as required under Section 2.14 , 2.15 , 2.21 or 2.22 , the Loans, each payment or prepayment of principal amount of each Loan, each payment of interest on each Loan, and each conversion of each Loan to or continuation of such Loan shall be allocated pro rata among the applicable Lenders in accordance with the respective portion of the principal amount of such outstanding Loan. Each Lender agrees that in computing such Lender’s portion of a Loan to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Loan to the next highest or lower whole dollar amount.

          SECTION 2.19. Sharing of Setoffs . Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against any Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of the Loans as a result of which the unpaid principal portion of its advances made hereunder shall be proportionately less than the unpaid principal portion of the advances made by any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the advances of such other Lender, so that the aggregate unpaid principal amount of the Loans held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of the Loans then outstanding as the principal amount of its advances prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of the Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided , however , that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.19 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in the Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made the Loan directly to the Borrower in the amount of such participation.

          SECTION 2.20. Payments . (a) The Borrower shall make each payment (including principal of or interest on each Loan or any Fees or other amounts) hereunder and under any other Loan

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Document not later than 11:00 a.m., New York City time, on the date when due in immediately available Dollars, without setoff, defense or counterclaim. Each such payment shall be made to the ratable account of the applicable Lenders at the address for payment specified in the signature page hereto (or such other address as the applicable Lenders may from time to time specify in accordance with Section 10.01 ). All payments hereunder and under the other Loan Documents shall be made in Dollars. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof.

     (b) Except as otherwise expressly provided herein, whenever any payment (including principal of or interest on the Loan or any Fees or other amounts) hereunder or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or Fees, if applicable.

          SECTION 2.21. Taxes . (a) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any Indemnified Taxes or Other Taxes are required to be withheld or deducted from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 2.21 ) the Administrative Agent or the Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) such Loan Party shall make such deductions or withholdings and (iii) such Loan Party shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

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

     (c) The Borrower shall indemnify the Administrative Agent and each Lender within thirty (30) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.21 ) 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. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or by the Administrative Agent on behalf of itself or a Lender shall be conclusive absent manifest error.

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

     (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), on or prior to the date a payment is to be made to such Lender under this Agreement or promptly upon learning that any such documentation expired or became obsolete, at the reasonable request of the Borrower, such properly completed and executed documentation prescribed by

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applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that such Lender is legally entitled to complete, execute and deliver such documentation. Such completion, execution or delivery