SUBORDINATED BRIDGE LOAN AGREEMENT

Bridge Loan Agreement

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ALDERWOODS GROUP INC | BANC OF AMERICA BRIDGE LLC | BANC OF AMERICA SECURITIES LLC

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Title: SUBORDINATED BRIDGE LOAN AGREEMENT
Governing Law: New York Date: 3/16/2004
Industry: SVSPER Sector: SERVIC

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Exhibit 10.1

EXECUTION COPY

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SUBORDINATED BRIDGE LOAN AGREEMENT

Dated as of January 23, 2004

among

ALDERWOODS GROUP, INC.,

as the Borrower,

BANC OF AMERICA BRIDGE LLC,

as Administrative Agent and Initial Bridge Lender

and

The Other Bridge Lenders Party Hereto

BANC OF AMERICA SECURITIES LLC,

Sole Lead Arranger and Sole Book Manager

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TABLE OF CONTENTS

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Section Page

ARTICLE I

DEFINITIONS, ACCOUNTING AND OTHER TERMS AND REFERENCES

1.01 DEFINED TERMS...........................................................................................1

1.02 OTHER INTERPRETIVE PROVISIONS..........................................................................19

1.03 ACCOUNTING TERMS.......................................................................................20

1.04 REFERENCES TO AGREEMENTS AND LAWS; INCORPORATION BY REFERENCE..........................................20

1.05 TIMES OF DAY...........................................................................................21

1.06 ROUNDING...............................................................................................21

ARTICLE II

THE BRIDGE COMMITMENTS AND CREDIT EXTENSIONS

2.01 THE BRIDGE LOANS.......................................................................................22

2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF BRIDGE LOANS..............................................22

2.03 PREPAYMENTS............................................................................................23

2.04 TERMINATION OR REDUCTION OF BRIDGE COMMITMENTS.........................................................24

2.05 REPAYMENT OF BRIDGE LOANS..............................................................................25

2.06 INTEREST...............................................................................................25

2.07 FEES...................................................................................................25

2.08 COMPUTATION OF INTEREST AND FEES.......................................................................25

2.09 EVIDENCE OF INDEBTEDNESS...............................................................................26

2.10 PAYMENTS GENERALLY.....................................................................................26

2.11 SHARING OF PAYMENTS....................................................................................28

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 TAXES, YIELD PROTECTION AND ILLEGALITY PROVISIONS IN THE SENIOR CREDIT AGREEMENT INCORPORATED BY

REFERENCE..............................................................................................29

Article IV

CONDITIONS PRECEDENT TO INITIAL CREDIT EXTENSION

4.01 CONDITIONS OF INITIAL CREDIT EXTENSION.................................................................29

ARTICLE V

REPRESENTATIONS AND WARRANTIES

5.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS...............................................32

5.02 AUTHORIZATION; NO CONTRAVENTION........................................................................32

5.03 GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS.............................................................32

5.04 BINDING EFFECT.........................................................................................33

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Section Page

5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.......................................................33

5.06 NO DEFAULT.............................................................................................34

5.07 SOLVENCY...............................................................................................34

5.08 SENIOR CREDIT AGREEMENT................................................................................34

5.09 REDEMPTION OF SUBORDINATED NOTES.......................................................................34

ARTICLE VI

COVENANTS

6.01 COVENANTS IN THE SENIOR CREDIT AGREEMENT INCORPORATED BY REFERENCE.....................................34

6.02 USE OF PROCEEDS........................................................................................36

6.03 COVENANT TO GUARANTEE OBLIGATIONS; NEW SUBSIDIARIES....................................................36

6.04 FURTHER ASSURANCES.....................................................................................37

6.05 ANTI-LAYERING..........................................................................................37

6.06 SENIOR CREDIT AGREEMENT................................................................................37

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES

7.01 EVENTS OF DEFAULT......................................................................................37

7.02 REMEDIES UPON EVENT OF DEFAULT.........................................................................40

7.03 APPLICATION OF FUNDS...................................................................................40

ARTICLE VIII

AGENTS

8.01 AGENCY PROVISIONS IN THE SENIOR CREDIT AGREEMENT INCORPORATED BY REFERENCE.............................41

ARTICLE IX

SUBORDINATION

9.01 AGREEMENT TO SUBORDINATE SUBORDINATED INDEBTEDNESS TO SENIOR INDEBTEDNESS..............................41

9.02 PAYMENT OF PROCEEDS UPON INSOLVENCY, ETC...............................................................41

9.03 NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.........................................................42

9.04 SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS................................................43

9.05 PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS............................................................44

9.06 ADMINISTRATIVE AGENT TO EFFECTUATE SUBORDINATION.......................................................44

9.07 NO WAIVER OF SUBORDINATION PROVISIONS..................................................................44

9.08 NOTICE TO ADMINISTRATIVE AGENT.........................................................................45

9.09 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.........................................46

9.10 ADMINISTRATIVE AGENT NOT FIDUCIARY FOR BRIDGE LENDERS..................................................46

9.11 RIGHTS OF ADMINISTRATIVE AGENT AS HOLDER OF SENIOR INDEBTEDNEESS; INDEBTEDNESS; PRESERVATION OF

ADMINISTRATIVE AGENT'S RIGHTS..........................................................................46

9.12 AUTHORIZATION TO FILE CLAIMS; REINSTATEMENT OF SUBORDINATION..........................................47

9.13 NO SUSPENSION OF REMEDIES..............................................................................47

9.14 MISCELLANEOUS..........................................................................................47

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Section Page

ARTICLE X

GUARANTY

10.01 THE GUARANTY...........................................................................................49

10.02 GUARANTY ABSOLUTE......................................................................................50

10.03 WAIVERS AND ACKNOWLEDGMENTS............................................................................51

10.04 SUBROGATION............................................................................................52

10.05 PAYMENTS FREE AND CLEAR OF TAXES, ETC..................................................................52

10.06 REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS.......................................................53

10.07 GUARANTY SUPPLEMENTS...................................................................................53

10.08 SUBORDINATION OF GUARANTY..............................................................................53

10.09 CONTINUING GUARANTY; ASSIGNMENTS.......................................................................53

10.10 LIMITATION ON LIABILITY................................................................................54

ARTICLE XI

MISCELLANEOUS

11.01 AMENDMENTS, ETC........................................................................................54

11.02 NO WAIVER; CUMULATIVE REMEDIES.........................................................................55

11.03 ATTORNEY COSTS, EXPENSES AND TAXES.....................................................................55

11.04 INDEMNIFICATION BY THE BORROWER........................................................................56

11.05 PAYMENTS SET ASIDE.....................................................................................57

11.06 SUCCESSORS AND ASSIGNS.................................................................................57

11.07 MISCELLANEOUS PROVISIONS OF THE SENIOR CREDIT AGREEMENT INCORPORATED BY REFERENCE......................61

11.08 GOVERNING LAW..........................................................................................61

11.09 BINDING EFFECT.........................................................................................61

11.10 WAIVER OF RIGHT TO TRIAL BY JURY.......................................................................61

11.11 USA PATRIOT ACT NOTICE.................................................................................62

SIGNATURES.....................................................................................................S-1

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ANNEXES

A Group A Guarantors

B Group B Guarantors

SCHEDULES

2.01 Bridge Commitments and Pro Rata Shares

10.02 Administrative Agent's Office, Certain Addresses for Notices

EXHIBITS

FORM OF

A Committed Loan Notice

B Bridge Note

C Assignment and Assumption

D Compliance Certificate

E Opinion Matters -- Counsel to Loan Parties

F Senior Credit Agreement

G Guaranty Supplement

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SUBORDINATED BRIDGE LOAN AGREEMENT

This SUBORDINATED BRIDGE LOAN AGREEMENT ("AGREEMENT") is

entered into as of January 23, 2004, among ALDERWOODS GROUP, INC., a Delaware

corporation (the "BORROWER"), each lender from time to time party hereto

(collectively, the "BRIDGE LENDERS" and individually, a "BRIDGE LENDER"), BANC

OF AMERICA BRIDGE LLC, as administrative agent (in such capacity, the

"ADMINISTRATIVE AGENT") and Initial Bridge Lender and Banc of America Securities

LLC, as sole lead arranger and sole book manager (the "ARRANGER").

PRELIMINARY STATEMENTS

(1) The Borrower has requested that the Bridge Lenders lend up

to $25,000,000 to the Borrower to enable the Borrower to repay all of the

Indebtedness (as hereinafter defined) outstanding in respect of 12 1/4%

convertible unsecured subordinated notes of the Borrower due 2012 (the

"SUBORDINATED NOtes") (the repayment of the Subordinated Notes with the proceeds

of Bridge Borrowings under this Agreement being referred to herein as the

"REFINANCING").

(2) The Bridge Lenders have indicated their willingness to so

lend on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein

contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS, ACCOUNTING AND OTHER TERMS AND REFERENCES

1.01 DEFINED TERMS. As used in this Agreement, the following

terms shall have the meanings set forth below:

"ADDITIONAL GUARANTOR" has the meaning specified in SECTION

10.07.

"ADMINISTRATIVE AGENT" means Banc of America Bridge LLC in its

capacity as administrative agent under any of the Bridge Loan Documents or any

of its Affiliates designated to act as administrative agent thereunder, or any

successor administrative agent to any of the foregoing.

"ADMINISTRATIVE AGENT'S OFFICE" means the Administrative

Agent's address and, as appropriate, account as set forth on SCHEDULE 10.02, or

such other address or account as the Administrative Agent may from time to time

notify the Borrower and the Bridge Lenders.

"ADMINISTRATIVE QUESTIONNAIRE" means an Administrative

Questionnaire in a form supplied by the Administrative Agent.

"AFFILIATE" means, with respect to any Person, another Person

that directly, or indirectly through one or more intermediaries, Controls or is

Controlled by or is under common Control with the Person specified. "CONTROL"

means the possession, directly or indirectly, of the

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power to direct or cause the direction of the management or policies of a

Person, whether through the ability to exercise voting power, by contract or

otherwise. "CONTROLLING" and "CONTROLLED" have meanings correlative thereto.

Without limiting the generality of the foregoing, a Person shall be deemed to be

Controlled by another Person if such other Person possesses, directly or

indirectly, power to vote 5% or more of the securities having ordinary voting

power for the election of directors, managing general partners or the

equivalent.

"AGENT-RELATED PERSONS" means the Administrative Agent and the

Arranger, together with their respective Affiliates and the officers, directors,

employees, agents and attorneys-in-fact of such Persons and Affiliates.

"AGENTS" means, collectively, the Administrative Agent and the

Arranger.

"AGGREGATE BRIDGE COMMITMENTS" means the Bridge Commitments of

all the Bridge Lenders.

"AGGREGATE CREDIT EXPOSURES" means, at any time, the sum of

(i) the unused portion of each Bridge Commitment then in effect and (ii) the

Total Outstandings at such time.

"AGREEMENT" means this Subordinated Bridge Loan Agreement.

"AMENDMENT NO. 1" means Amendment No. 1 to the Senior Credit

Agreement dated January 23, 2004 among the Borrower, the Senior Lenders and Bank

of America, as administrative agent, swing line lender and L/C issuer.

"AMENDMENT NO. 1 EFFECTIVE DATE" means the date on which the

conditions precedent to the effectiveness of Amendment No. 1 as set forth in

Section 2(a) thereof have been satisfied or waived by the Senior Lenders.

"APPLICABLE RATE" means a percentage per annum equal to (i)

for Eurodollar Rate Loans, the Eurodollar Rate then in effect for such Bridge

Loans PLUS 4.50% and (ii) for Base Rate Loans, the Base Rate then in effect for

such Bridge Loans PLUS 3.50%.

"APPROVED FUND" has the meaning specified in SECTION 11.06(g).

"ARRANGER" means Banc of America Securities LLC, in its

capacity as sole lead arranger and sole book manager.

"ASSIGNMENT AND ASSUMPTION" means an Assignment and Assumption

substantially in the form of EXHIBIT C.

"ATTORNEY COSTS" means and includes all reasonable fees,

expenses and disbursements of any law firm or other external counsel and,

without duplication, the allocated cost of internal legal services and all

expenses and disbursements of internal counsel.

"ATTRIBUTABLE INDEBTEDNESS" means, on any date, (a) in respect

of any capital lease of any Person, the capitalized amount thereof that would

appear on a balance sheet of such Person prepared as of such date in accordance

with GAAP, and (b) in respect of any Synthetic

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Lease Obligation, the capitalized amount of the remaining lease payments under

the relevant lease that would appear on a balance sheet of such Person prepared

as of such date in accordance with GAAP if such lease were accounted for as a

capital lease.

"AUDITED FINANCIAL STATEMENTS" means the audited consolidated

balance sheet of the Borrower and its Subsidiaries for the fiscal year ended

December 28, 2002, and the related consolidated statements of income or

operations, shareholders' equity and cash flows for such fiscal year of the

Borrower and its Subsidiaries, including the notes thereto.

"BANK OF AMERICA" means Bank of America, N.A. and its

successors.

"BANC OF AMERICA BRIDGE" means Banc of America Bridge LLC and

its successors.

"BAS" means Banc of America Securities LLC and its successors.

"BASE RATE" means 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 Bank of America as its "prime rate." The "prime rate" is a rate set by Bank

of America based upon various factors including Bank of America'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 change in such rate announced by Bank of America shall

take effect at the opening of business on the day specified in the public

announcement of such change.

"BASE RATE LOAN" means a Bridge Loan that bears interest based

on the Base Rate.

"BORROWER" has the meaning specified in the introductory

paragraph hereto.

"BRIDGE BORROWING" means a borrowing under the Bridge

Facility.

"BRIDGE COMMITMENT" means, with respect to any Bridge Lender,

the amount set forth opposite such Bridge Lender's name on Schedule 2.01 to this

Agreement.

"BRIDGE FACILITY" means, at any time, the aggregate Bridge

Loans of all Bridge Lenders at such time.

"BRIDGE LENDER" has the meaning specified in the introductory

paragraph hereto.

"BRIDGE LOAN" means an advance made by any Bridge Lender under

the Bridge Facility.

"BRIDGE LOAN DOCUMENTS" means collectively, this Agreement,

the Bridge Notes, the Fee Letter and any amendment, supplement or other

modification hereof or thereof.

"BRIDGE NOTE" means a promissory note of the Borrower in the

form of Exhibit B attached hereto evidencing the Bridge Loan of any Bridge

Lender.

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"BORROWER" has the meaning specified in the introductory

paragraph hereto.

"BUSINESS DAY" means any day other than a Saturday, Sunday or

other day on which commercial banks are authorized to close under the Laws of,

or are in fact closed in, the state where the Administrative Agent's Office is

located and, if such day relates to any Eurodollar Rate Loan, means any such day

on which dealings in Dollar deposits are conducted by and between banks in the

London interbank eurodollar market.

"CAPITAL EXPENDITURE CARRYOVER AMOUNT" has the meaning

specified in SECTION 6.01(m).

"CAPITAL EXPENDITURES" means, with respect to any Person for

any period, any expenditure in respect of the purchase or other acquisition of

any fixed or capital asset (excluding normal replacements and maintenance which

are properly charged to current operations) that would be deemed a capital

expenditure under GAAP consistently applied by the Borrower.

"CASH EQUIVALENTS" means any of the following types of

Investments, to the extent owned by the Borrower or any of its Subsidiaries free

and clear of all Liens :

(a) readily marketable obligations issued or directly and

fully guaranteed or insured by the United States of America or any

agency or instrumentality thereof having maturities of not more than

360 days from the date of acquisition thereof; PROVIDED that the full

faith and credit of the United States of America is pledged in support

thereof;

(b) time deposits with, or insured certificates of deposit or

bankers' acceptances of, any commercial bank that (i) (A) is a Bridge

Lender or (B) is organized under the laws of the United States of

America, any state thereof or the District of Columbia or is the

principal banking subsidiary of a bank holding company organized under

the laws of the United States of America, any state thereof or the

District of Columbia, and is a member of the Federal Reserve System,

(ii) issues (or the parent of which issues) commercial paper rated as

described in clause (c) of this definition and (iii) has combined

capital and surplus of at least $500,000,000, in each case with

maturities of not more than 270 days from the date of acquisition

thereof;

laws of any state of the United States of America and rated at least

"Prime-1" (or the then equivalent grade) by Moody's or at least "A-1"

(or the then equivalent grade) by S&P, in each case with maturities of

not more than 270 days from the date of acquisition thereof; and

(d) Investments, classified in accordance with GAAP as Current

Assets of the Borrower or any of its Subsidiaries, in money market

investment programs registered under the Investment Company Act of

1940, which are administered by financial institutions that have the

highest rating obtainable from either Moody's or S&P, and the

portfolios of which are limited solely to Investments of the character,

quality and maturity described in clauses (a), (b) and (c) of this

definition.

"CHANGE OF CONTROL" means, an event or series of events by

which:

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(a) any "person" or "group" (as such terms are used in

Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but

excluding any employee benefit plan of such person or its subsidiaries,

and any person or entity acting in its capacity as trustee, agent or

other fiduciary or administrator of any such plan) becomes the

"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the

Securities Exchange Act of 1934, except that a person or group shall be

deemed to have "beneficial ownership" of all securities that such

person or group has the right to acquire (such right, an "OPTION

RIGHT"), whether such right is exercisable immediately or only after

the passage of time), directly or indirectly, of 35% or more of the

equity securities of the Borrower entitled to vote for members of the

board of directors or equivalent governing body of such Person on a

fully diluted basis (and taking into account all such securities that

such person or group has the right to acquire pursuant to any option

right); or

(b) during any period of 24 consecutive months, a majority of

the members of the board of directors or other equivalent governing

body of the Borrower cease to be composed of individuals (i) who were

members of that board or equivalent governing body on the first day of

such period, (ii) whose election or nomination to that board or

equivalent governing body was approved by individuals referred to in

clause (i) above constituting at the time of such election or

nomination at least a majority of that board or equivalent governing

body or (iii) whose election or nomination to that board or other

equivalent governing body was approved by individuals referred to in

clauses (i) and (ii) above constituting at the time of such election or

nomination at least a majority of that board or equivalent governing

body (excluding, in the case of both clause (ii) and clause (iii), any

individual whose initial nomination for, or assumption of office as, a

member of that board or equivalent governing body occurs as a result of

an actual or threatened solicitation of proxies or consents for the

election or removal of one or more directors by any person or group

other than a solicitation for the election of one or more directors by

or on behalf of the board of directors); or

have acquired by contract or otherwise, or shall have entered into a

contract or arrangement that, upon consummation thereof, will result in

its or their acquisition of the power to exercise, directly or

indirectly, a controlling influence over the management or policies of

the Borrower, or control over the equity securities of such Person

entitled to vote for members of the board of directors or equivalent

governing body of such Person on a fully diluted basis (and taking into

account all such securities that such person or group has the right to

acquire pursuant to any option right) representing 35% or more of the

combined voting power of such securities.

"CODE" means the Internal Revenue Code of 1986, as amended

from time to time, and the regulations promulgated and rulings issued

thereunder.

"COMMITTED LOAN NOTICE" means a notice of (a) a Bridge

Borrowing, (b) a conversion of Bridge Loans from one Type to the other, or (c) a

continuation of Eurodollar Rate Loans, pursuant to SECTION 2.02(a), which, if in

writing, shall be substantially in the form of EXHIBIT A.

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"COMPENSATION PERIOD" has the meaning specified in SECTION

2.10(c)(ii).

"COMPLIANCE CERTIFICATE" means a certificate substantially in

the form of EXHIBIT D.

"CONTINUING NON-PAYMENT DEFAULT" has the meaning specified in

SECTION 9.03(b).

"CONTRACTUAL OBLIGATION" means, as to any Person, any

provision of any security issued by such Person or of any agreement, instrument

or other undertaking to which such Person is a party or by which it or any of

its property is bound.

"CONTROL" has the meaning specified in the definition of

"Affiliate."

"CREDIT EXTENSION" means a Bridge Borrowing.

"CURRENT ASSETS" means, with respect to any Person, all assets

of such Person that, in accordance with GAAP, would be classified as current

assets on the balance sheet of a company conducting a business the same as or

similar to that of such Person, after deducting appropriate and adequate

reserves therefrom in each case in which a reserve is proper in accordance with

GAAP.

"DEBTOR RELIEF LAWS" means the Bankruptcy Code of the United

States, and all other liquidation, conservatorship, bankruptcy, assignment for

the benefit of creditors, moratorium, rearrangement, receivership, insolvency,

reorganization, or similar debtor relief Laws of the United States or other

applicable jurisdictions from time to time in effect and affecting the rights of

creditors generally.

"DEFAULT" means any event or condition that constitutes an

Event of Default or that, with the giving of any notice, the passage of time, or

both, would be an Event of Default.

"DEFAULT RATE" means an interest rate equal to (a) the Base

Rate PLUS (b) the Applicable Rate, if any, applicable to Base Rate Loans PLUS

Loan, the Default Rate shall be an interest rate equal to the interest rate

(including any Applicable Rate) otherwise applicable to such Eurodollar Rate

Loan plus 2.0% per annum, in each case to the fullest extent permitted by

applicable Laws.

"DEFAULTING BRIDGE LENDER" means any Bridge Lender that (a)

has failed to fund any portion of the Bridge Loans required to be funded by it

hereunder within one Business Day of the date required to be funded by it

hereunder, (b) has otherwise failed to pay over to the Administrative Agent or

any other Bridge Lender any other amount required to be paid by it hereunder

within one Business Day of the date when due, unless the subject of a good faith

dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy

or insolvency proceeding.

"DESIGNATED SENIOR INDEBTEDNESS" means all Indebtedness and

Obligations of the Borrower and any Guarantor, now or hereinafter arising under

or in connection with any of the Senior Credit Agreement, the Seven Year Notes

and the Seven Year Notes Indenture, and any

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Refinancing Indebtedness incurred in respect of any thereof, as any thereof may

be amended, restated, supplemented or otherwise modified from time to time.

"DOLLAR" and "$" mean lawful money of the United States.

"EFFECTIVE DATE" means the first date all the conditions

precedent in SECTION 4.01 are satisfied or waived in accordance with SECTION

4.01 (or, in the case of SECTION 4.01(b), waived by the Person entitled to

receive the applicable payment), but in no event later than thirty days

following the execution of this Agreement by all parties hereto.

"ELIGIBLE ASSIGNEE" has the meaning specified in SECTION

11.06(g).

"ENVIRONMENTAL LAWS" means any and all Federal, state, local,

and foreign statutes, laws, regulations, ordinances, rules, judgments, orders,

decrees, permits, licenses, agreements or governmental restrictions relating to

pollution and the protection of the environment or the release of any materials

into the environment, including those related to hazardous substances or wastes,

air emissions and discharges to waste or public systems.

"ENVIRONMENTAL LIABILITY" means any liability, contingent or

otherwise (including any liability for damages, costs of environmental

remediation, fines, penalties or indemnities), of the Borrower, any other Loan

Party or any of their respective Subsidiaries directly or indirectly resulting

from or based upon (a) violation of 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 or

threatened release of any Hazardous Materials into the environment 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 INTERESTS" means, with respect to any Person, all of

the shares of capital stock of (or other ownership or profit interests in) such

Person, all of the warrants, options or other rights for the purchase or

acquisition from such Person of shares of capital stock of (or other ownership

or profit interests in) such Person, all of the securities convertible into or

exchangeable for shares of capital stock of (or other ownership or profit

interests in) such Person or warrants, rights or options for the purchase or

acquisition from such Person of such shares (or such other interests), and all

of the other ownership or profit interests in such Person (including, without

limitation, partnership, member or trust interests therein), whether voting or

nonvoting, and whether or not such shares, warrants, options, rights or other

interests are outstanding on any date of determination.

"ERISA" means the Employee Retirement Income Security Act of

1974, as amended from time to time, and the regulations promulgated and rulings

issued thereunder.

"ERISA AFFILIATE" means any trade or business (whether or not

incorporated) under common control with any Loan Party within the meaning of

SECTION 414(B) OR (C) of the Code (and SECTIONS 414(m) AND (o) of the Code for

purposes of provisions relating to SECTION 412 of the Code).

"ERISA EVENT" means (a) a Reportable Event with respect to a

Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a

Pension Plan subject to SECTION

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4063 of ERISA during a plan year in which it was a substantial employer (as

defined in SECTION 4001(a)(2) of ERISA) or a cessation of operations that is

treated as such a withdrawal under SECTION 4062(e) of ERISA; (c) a complete or

partial withdrawal (as defined in SECTION 4203 OR 4205, respectively, of ERISA)

by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or the

receipt by a Loan Party or any ERISA Affiliate of a notification pursuant to

SECTION 4242 of ERISA, that a Multiemployer Plan is in reorganization; (d) the

filing of a notice of intent to terminate, the treatment of a Plan amendment as

a termination under SECTIONS 4041 OR 4041A of ERISA, or the commencement of

proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e)

an event or condition which constitutes grounds under SECTION 4042 of ERISA for

the termination of, or the appointment of a trustee to administer, any Pension

Plan or Multiemployer Plan; or (f) the imposition of any liability under TITLE

IV of ERISA, other than for PBGC premiums due but not delinquent under SECTION

4007 of ERISA, upon any Loan Party or any ERISA Affiliate.

"EURODOLLAR RATE" means for any Interest Period with respect

to any Eurodollar Rate Loan, a rate per annum determined by the Administrative

Agent pursuant to the following formula:

Eurodollar Base Rate

Eurodollar Rate = ------------------------------------

1.00 - Eurodollar Reserve Percentage

Where,

"EURODOLLAR BASE RATE" means, for such Interest Period:

(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 Telerate 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 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 not 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

Business Days prior to the first day of such Interest Period, or

(b) are not available, the rate per annum determined by the

Administrative Agent as the rate of interest 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 or continued or converted by Bank of America and with a term

equivalent to such Interest Period would be offered by Bank of

America's London Branch to major banks in the

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London interbank eurodollar market at their request at approximately

4:00 p.m. (London time) two Business Days prior to the first day of

such Interest Period.

"EURODOLLAR RATE LOAN" means a Bridge Loan that bears interest

at a rate based on the Eurodollar Rate.

"EURODOLLAR RESERVE PERCENTAGE" means, for any day during any

Interest Period, the reserve percentage (expressed as a decimal, carried out to

five decimal places) in effect on such day, whether or not applicable to any

Bridge Lender, under regulations issued from time to time by the FRB for

determining the maximum reserve requirement (including any emergency,

supplemental or other marginal reserve requirement) with respect to Eurocurrency

funding (currently referred to as "Eurocurrency liabilities"). The Eurodollar

Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically

as of the effective date of any change in the Eurodollar Reserve Percentage.

"EVENT OF DEFAULT" has the meaning specified in SECTION 7.01.

"FEDERAL" means the Federal government of the United States of

America.

"FEDERAL FUNDS RATE" means, for any day, the rate per annum

equal to the weighted average of the rates on overnight Federal funds

transactions with members of the Federal Reserve System arranged by Federal

funds brokers on such day, as published by the Federal Reserve Bank 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 (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)

charged to Bank of America on such day on such transactions as determined by the

Administrative Agent.

"FEE LETTER" means the fee letter, dated January 5, 2004,

among the Borrower, the Administrative Agent and the Arranger.

"FOREIGN SUBSIDIARY" means a Subsidiary organized under the

laws of a jurisdiction other than the United States or any State thereof or the

District of Columbia.

"FRB" means the Board of Governors of the Federal Reserve

System of the United States.

"FUND" has the meaning specified in SECTION 11.06(g).

"GAAP" means generally accepted accounting principles in the

United States set forth in the opinions and pronouncements of the Accounting

Principles Board and the American Institute of Certified Public Accountants and

statements and pronouncements of the Financial Accounting Standards Board that

are applicable to the circumstances as of the date of determination,

consistently applied.

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"GOVERNMENTAL AUTHORITY" means any nation or government, any

state or other political subdivision thereof, any agency, authority,

instrumentality, regulatory body, court, administrative tribunal, central bank

or other entity exercising executive, legislative, judicial, taxing, regulatory

or administrative powers or functions of or pertaining to government.

"GRANTING BRIDGE LENDER" has the meaning specified in SECTION

11.06(h).

"GUARANTEE" means, as to any Person, (a) any obligation,

contingent or otherwise, of such Person guaranteeing or having the economic

effect of guaranteeing any Indebtedness or other obligation payable or

performable by another Person (the "PRIMARY OBLIGOR") in any manner, whether

directly or indirectly, and including any obligation of such Person, direct or

indirect, (i) to purchase or pay (or advance or supply funds for the purchase or

payment of) such Indebtedness or other obligation, (ii) to purchase or lease

property, securities or services for the purpose of assuring the obligee in

respect of such Indebtedness or other obligation of the payment or performance

of such Indebtedness or other obligation, (iii) to maintain working capital,

equity capital or any other financial statement condition or liquidity or level

of income or cash flow of the primary obligor so as to enable the primary

obligor to pay such Indebtedness or other obligation, or (iv) entered into for

the purpose of assuring in any other manner the obligee in respect of such

Indebtedness or other obligation of the payment or performance thereof or to

protect such obligee against loss in respect thereof (in whole or in part), or

(b) any Lien on any assets of such Person securing any Indebtedness or other

obligation of any other Person, whether or not such Indebtedness or other

obligation is assumed by such Person (or any right, contingent or otherwise, of

any holder of such Indebtedness to obtain any such Lien). The amount of any

Guarantee shall be deemed to be an amount equal to the stated or determinable

amount of the related primary obligation, or portion thereof, in respect of

which such Guarantee is made or, if not stated or determinable, the maximum

reasonably anticipated liability in respect thereof as determined by the

guaranteeing Person in good faith. The term "GUARANTEE" as a verb has a

corresponding meaning.

"GUARANTEED OBLIGATIONS" has the meaning specified in SECTION

10.01.

"GUARANTORS" means, collectively, the Subsidiaries of the

Borrower listed on the signature pages hereof and each other Subsidiary of the

Borrower that shall be required to execute and deliver a guaranty or Guaranty

Supplement pursuant to SECTION 6.03.

"GUARANTY" means the Guaranty by each of the Guarantors

pursuant to ARTICLE X hereof.

"GUARANTY SUPPLEMENT" means a Guaranty Supplement

substantially in the form of EXHIBIT G.

"HAZARDOUS MATERIALS" means all explosive or radioactive

substances or wastes and all hazardous or toxic substances, wastes or other

pollutants, including petroleum or petroleum distillates, asbestos or

asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious

or medical wastes and all other substances or wastes of any nature regulated

pursuant to any Environmental Law.

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"INDEBTEDNESS" means, as to any Person at a particular time,

without duplication, all of the following, whether or not included as

indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all

obligations of such Person evidenced by bonds, debentures, notes, loan

agreements or other similar instruments;

(b) all direct or contingent obligations of such Person

arising under letters of credit (including standby and commercial),

bankers' acceptances, bank guaranties, surety bonds and similar

instruments;

(d) all obligations of such Person to pay the deferred

purchase price of property or services (other than trade accounts

payable in the ordinary course of business and not more than 45 days

past due);

(e) indebtedness (excluding prepaid interest thereon) secured

by a Lien on property owned or being purchased by such Person

(including indebtedness arising under conditional sales or other title

retention agreements), whether or not such indebtedness shall have been

assumed by such Person or is limited in recourse;

(f) capital leases and Synthetic Lease Obligations;

(g) all obligations of such Person to purchase, redeem,

retire, defease or otherwise make any payment in respect of any Equity

Interests in such Person or any other Person or any warrants, rights or

options to acquire such Equity Interests, valued, in the case of

redeemable preferred interests, at the greater of its voluntary or

involuntary liquidation preference PLUS accrued and unpaid dividends;

and

(h) all Guarantees of such Person in respect of any of the

foregoing.

For all purposes hereof, the Indebtedness of any Person shall

include the Indebtedness of any partnership or joint venture (other than a joint

venture that is itself a corporation or limited liability company) in which such

Person is a general partner or a joint venturer, unless such Indebtedness is

expressly made non-recourse to such Person. The amount of any net obligation

under any Swap Contract on any date shall be deemed to be the Swap Termination

Value thereof as of such date. The amount of any capital lease or Synthetic

Lease Obligation as of any date shall be deemed to be the amount of Attributable

Indebtedness in respect thereof as of such date.

"INDEMNIFIED LIABILITIES" has the meaning set forth in SECTION

11.04.

"INDEMNITEES" has the meaning set forth in SECTION 11.04.

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<PAGE>

"INDENTURE TRUSTEE" means the trustee under the Seven Year

Notes Indenture, or any trustee or equivalent thereof with respect to any

Refinancing Indebtedness with respect to the Seven Year Notes Indenture.

"INITIAL BRIDGE LENDER" means Banc of America Bridge LLC

in its capacity as initial bridge lender.

"INTEREST PAYMENT DATE" means, (a) as to any Bridge Loan other

than a Base Rate Loan, the last day of each Interest Period applicable to such

Bridge Loan and the Maturity Date and (b) as to any Base Rate Loan, the last

Business Day of each March, June, September and December and the Maturity Date.

"INTEREST PERIOD" means, as to each Eurodollar Rate Loan, the

period commencing on the date such Eurodollar Rate Loan is disbursed or

converted to or continued as a Eurodollar Rate Loan and ending on the date one

or three months thereafter, as selected by the Borrower in its Committed Loan

Notice; PROVIDED that:

(i) any Interest Period that would otherwise end on a day that

is not a Business Day shall be extended to the next succeeding Business

Day unless such Business Day falls in another calendar month, in which

case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period that begins on the last Business Day

of a calendar month (or on a day for which there is no numerically

corresponding day in the calendar month at the end of such Interest

Period) shall end on the last Business Day of the calendar month at the

end of such Interest Period; and

(iii) no Interest Period shall extend beyond the Maturity

Date.

"INVESTMENT" means, as to any Person, any direct or indirect

acquisition or investment by such Person, whether by means of (a) the purchase

or other acquisition of capital stock or other securities of another Person, (b)

a loan, advance or capital contribution to, Guarantee or assumption of debt of,

or purchase or other acquisition of any other debt or equity participation or

interest in, another Person, including any partnership or joint venture interest

in such other Person and any arrangement pursuant to which the investor incurs

debt of the type referred to in clause (h) of the definition of "Indebtedness"

set forth in this SECTION 1.01 in respect of such Person, or (c) the purchase or

other acquisition (in one transaction or a series of transactions) of assets of

another Person that constitute a business unit or division or all or a

substantial part of the business of, such Person. For purposes of covenant

compliance, the amount of any Investment shall be the amount actually invested,

without adjustment for subsequent increases or decreases in the value of such

Investment.

"IRS" means the United States Internal Revenue Service.

"LAWS" means, collectively, all international, foreign,

Federal, state and local statutes, treaties, rules, regulations, ordinances,

codes and administrative or judicial precedents or authorities, including the

interpretation or administration thereof by any Governmental Authority charged

with the enforcement, interpretation or administration thereof, and all

applicable

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<PAGE>

administrative orders, licenses, authorizations and permits of, and

agreements with, any Governmental Authority, in each case whether or not having

the force of law.

"LENDING OFFICE" means, as to any Bridge Lender, the office or

offices of such Bridge Lender described as such in such Bridge Lender's

Administrative Questionnaire, or such other office or offices as a Bridge Lender

may from time to time notify the Borrower and the Administrative Agent.

"LIEN" means any mortgage, pledge, hypothecation, assignment,

deposit arrangement, encumbrance, lien (statutory or other), charge, or

preference, priority or other security interest or preferential arrangement of

any kind or nature whatsoever (including any conditional sale or other title

retention agreement, any easement, right of way or other encumbrance on title to

real property, and any financing lease having substantially the same economic

effect as any of the foregoing).

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