CREDIT AND GUARANTY AGREEMENT

Exhibit 10.1

CREDIT AND GUARANTY AGREEMENT

Dated as of December 7, 2007

by and among

THE PROVIDENCE SERVICE CORPORATION,

as the Borrower,

CIT HEALTHCARE LLC,

as Administrative Agent,

BANK OF AMERICA, N.A. AND SUNTRUST BANK,

As Co-Documentation Agents,

ING CAPITAL LLC AND ROYAL BANK OF CANADA,

As Co-Syndication Agents

and

THE OTHER LENDERS PARTY HERETO

Arranged By:

CIT CAPITAL SECURITIES LLC,

as Sole Lead Arranger and Book Runner

TABLE OF CONTENTS

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SCHEDULES

EXHIBITS

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CREDIT AND GUARANTY AGREEMENT

This CREDIT AND GUARANTY AGREEMENT is dated as of December       , 2007 among THE PROVIDENCE SERVICE CORPORATION, a Delaware corporation (the “ Borrower ”), the Guarantors (as hereinafter defined) from time to time party hereto, the Lenders (as hereinafter defined) from time to time party hereto, and CIT HEALTHCARE LLC, as Administrative Agent, BANK OF AMERICA, N.A. and SUNTRUST BANK, as Co-Documentation Agents, and ING CAPITAL LLC and ROYAL BANK OF CANADA, as Co-Syndication Agents.

The Borrower has requested that the Lenders provide $213,000,000 in senior secured credit facilities for the purposes set forth herein and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE 1

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

“ 2008 Excess Cash Flow Reserve ” means the lesser of (i) one-third (1/3) of the sum of clauses (a) through (e) in the definition of “Excess Cash Flow” determined for 2008 or (ii) $6,700,000, to the extent such amount is reserved by the Borrower in 2008 to fund a portion of the earnout payment and payments to optionholders as provided in the Target Acquisition Agreement if the Borrower’s shareholders have not approved at the Borrower’s 2008 annual meeting or before such annual meeting the required increase in the Borrower’s Capital Stock which would permit such payment to be made in shares of its Capital Stock.

“ Accounts ” means all of the Loan Parties’ present and future: (a) accounts (as defined in the UCC); (b) instruments, documents, chattel paper (including electronic chattel paper) (all as defined in the UCC); (c) reserves and credit balances arising in connection with or pursuant to this Agreement; (d) guaranties; (e) other supporting obligations, payment intangibles and letter of credit rights (all as defined in the UCC); (f) property, including notes and deposits, of the Loan Parties’ account debtors securing the obligations owed by such account debtors to the Loan Parties; and (g) all proceeds of any of the foregoing.

“ Acquisition ”, by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of all or any substantial portion of the Property of another Person or all or a portion of the Capital Stock of another Person, in each case whether or not involving a merger or consolidation with such other Person and whether for cash, property, services, assumption of Indebtedness, securities or otherwise.

“ Acquisition EBITDA ” has the meaning set forth in clause (viii) of the definition of “Permitted Acquisitions”.

“ Administrative Agent ” means CIT Healthcare LLC in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 12.02 or such other address or account as the Administrative Agent may from time to time notify the Borrower and the 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.

“ Agent-Related Persons ” means the Administrative Agent, together with its Affiliates (including, in the case of CIT Healthcare LLC in its capacity as the Administrative Agent and CIT Capital Securities LLC in its capacity as the Arranger), and its Approved Funds, and the officers, directors, employees, agents, advisors, auditors and Controlling Persons and attorneys-in-fact of such Persons and Affiliates; provided , however , that no Agent-Related Person shall be an Affiliate of the Borrower or the Guarantors.

“ Agents ” means the Administrative Agent, the Co-Documentation Agents and the Co-Syndication Agents.

“ Aggregate Commitments ” means, at any time, the aggregate amount of the Commitments of all Lenders at such time.

“ Aggregate Payments ” has the meaning set forth in Section 10.06 .

“ Agreement ” means this Credit and Guaranty Agreement, as amended, modified, restated, supplemented and extended from time to time.

“ Applicable Margin ” means the following percentages per annum: (a) with respect to Loans, 2.50% for Base Rate Loans and 3.50% for LIBOR Loans and (b) with respect to Letters of Credit, 3.50%.

“ Approved Fund ” means (i) any Person (other than a natural person) engaged in making, purchasing, holding, or investing in commercial loans and similar extensions of credit and that is advised, administered, or managed by a Lender, an Affiliate of a Lender (or an entity or an Affiliate of an entity that administers, advises or manages a Lender); (ii) with respect to any Lender that is an investment fund, any other investment fund that invests in loans and that is advised, administered or managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor; and (iii) any third party which provides “warehouse financing” to a Person described in the preceding clause (i) or (ii) (and any Person described in said clause (i) or (ii) shall also be deemed an Approved Fund with respect to such third party providing such warehouse financing).

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“ Arranger ” means CIT Capital Securities LLC, in its capacity as sole lead arranger and book runner.

“ Assignment and Assumption ” means an Assignment and Assumption Agreement substantially in the form of Exhibit D .

“ Assuming Lender ” has the meaning specified in Section 2.13(c) .

“ Attorney Costs ” means and includes all reasonable fees, expenses and disbursements of any law firm or other external counsel.

“ Attributable Indebtedness ” means, on any date, 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.

“ Audited Financial Statements ” means the audited consolidated balance sheet of the Loan Parties and their Subsidiaries (other than the Target and its Subsidiaries) for the Fiscal Years ended December 31, 2004, 2005 and 2006, and the related consolidated statements of income or operations, shareholders’ equity and cash flows of the Loan Parties and their Subsidiaries (other than the Target and its Subsidiaries) for such Fiscal Years, including the notes thereto.

“ Availability Period ” means, with respect to the Revolving Commitments, the period from and including the Closing Date to the earliest of (a) the Maturity Date in respect of the Revolving Loan, (b) the date of termination of the Revolving Commitments pursuant to Section 2.05 , and (c) the date of termination of the commitment of each Lender to make Loans pursuant to Section 9.02 and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 9.02 .

“ Bankruptcy Code ” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“ 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% or (b) the per annum rate published from time to time by The Wall Street Journal as the “prime rate” in effect for such day on corporate loans posted by at least 75% of the nation’s 30 largest banks (or, if The Wall Street Journal ceases publishing a base rate of the type described, the highest per annum rate of interest published by the Federal Reserve Board in Federal Reserve statistical release H.15 (519) entitled “Selected Interest Rates” as the bank prime loan rate or its equivalent). Any change in the “prime rate” published by The Wall Street Journal shall take effect without notice to the Borrower at the opening of business on the day specified as the effective date of change in the public announcement or publication of such change. The Base Rate is not necessarily the lowest rate of interest charged by Lenders in connection with extensions of credit.

“ Base Rate Loan ” means a Loan that accrues interest by reference to the Base Rate in accordance with the terms of this Agreement.

“ Borrower ” has the meaning specified in the introductory paragraph hereto.

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“ Borrowing ” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of LIBOR Loans, having the same Interest Period made by the Lenders pursuant to Sections 2.01 and 2.02 .

“ 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, New York City, or the State where the Borrower’s primary operating account is located or, with respect to a Letter of Credit, the state where the L/C Issuer’s office is located and, if such day relates to any LIBOR Loan, means any such day meeting the above requirements on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“ Businesses ” means, at any time, a collective reference to the businesses operated by the Borrower and its Subsidiaries at such time.

“ Capital Expenditures ” means, with respect to any Person, all expenditures which, in accordance with GAAP, would be required to be capitalized and shown on the balance sheet of such Person, including expenditures in respect of Capital Leases.

“ Capital Lease ” means, with respect to any Person, any lease of any property (whether real, personal or mixed) by such Person as lessee which would, in accordance with GAAP, be required to be accounted for as a capital lease on the balance sheet of such person.

“ Capital Stock ” means, 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 interest in such Person (including 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.

“ Captive Insurance Subsidiaries ” means Social Services Providers, Captive Insurance Co., an Arizona corporation and Provado Insurance Services, Inc., a South Carolina corporation.

“ Cash Collateralize ” has the meaning specified in Section 2.03(e) .

“ Cash Equivalents ” means, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short term commercial paper rating from S&P is at least A1 or the equivalent thereof or from Moody’s is at least P1 or the equivalent thereof (any such bank being an “ Approved Bank ”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A1 (or the

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equivalent thereof) or better by S&P or P1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations, (e) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subdivisions (a) through (d) and (f) cash and uncleared checks maintained in deposit accounts not subject to any Lien other than in favor of the Administrative Agent and non-consensual Permitted Liens.

“ Change of Control ” means, at any time, (i) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (a) shall have acquired beneficial ownership of 25% or more on a fully diluted basis of the voting and/or economic interest in the Capital Stock of the Borrower or (b) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of the Borrower; (ii) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of the Borrower cease to be occupied by Persons who either (a) were members of the board of directors of the Borrower on the Closing Date or (b) were nominated for election by the board of directors of the Borrower, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by a majority of such directors; or (iii) except to the extent otherwise permitted under this Agreement, the Borrower shall cease to beneficially own and control one hundred percent (100%), on a fully diluted basis, of the economic and voting interests in the Capital Stock of any Guarantor; or (iv) a “Change of Control” or any term of similar effect, as defined in the document governing any Subordinated Indebtedness if (A) such “Change of Control” constitutes an event of default under such governing document or (B) as a result thereof, the holders of the respective Subordinated Indebtedness holding more than $15,000,000 in aggregate principal amount thereof elect to put such Subordinated Indebtedness to the Borrower (or otherwise require the Borrower to redeem or repay such Subordinated Indebtedness).

“ Closing Date ” means December __, 2007.

“ CMS ” means the Centers for Medicare and Medicaid Services of HHS and any successor thereof and any predecessor thereof, including the United States Health Care Financing Administration.

“ Co-Documentation Agents ” means Bank of America, N.A. and SunTrust Bank.

“ Co-Syndication Agents ” means ING Capital LLC and Royal Bank of Canada.

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“ Collateral ” means, collectively, all real and personal Property with respect to which Liens in favor of the Administrative Agent are granted (or were intended to be granted) pursuant to and in accordance with the terms of the Collateral Documents; provided, that, “Collateral” shall not include the proceeds of the issuance of the Convertible Notes to the extent held in escrow until such proceeds are released to the Borrower.

“ Collateral Documents ” means, collectively, the Security Agreement, the Securities Account Control Agreement, the Deposit Account Control Agreements and such other security documents as may be executed and delivered by the Loan Parties pursuant to the terms of Section 6.14 .

“ Collateralized Investment ” means (i) an Investment listed on Schedule 1.01(c) or (ii) an Investment consisting of a loan, guaranty or other credit support provided by a Loan Party to or for the benefit of an Affiliate, Excluded Subsidiary or a Managed Entity (for purposes of this definition, the “Obligor”), which satisfies each of the following conditions: (A) the obligation of the Obligor in respect of such Investment is evidenced by a duly executed promissory note, reimbursement agreement or other instrument reasonably satisfactory to Administrative Agent, and the applicable Loan Party shall have pledged or assigned (and, if applicable, endorsed and delivered) such original note, agreement or instrument to Administrative Agent pursuant to documentation reasonably satisfactory to Administrative Agent in form and substance; (B) the obligation of the Obligor in respect of such Investment is secured by a valid and perfected first priority Lien granted in favor of the applicable Loan Party in assets of such Obligor having a fair value (as determined by Administrative Agent in its reasonable discretion) equal to not less than 100% of the amount of such Investment; and (C) such Investment, the obligation of the Obligor to the applicable Loan Party in respect thereof, and the collateral securing such obligation are otherwise satisfactory to Administrative Agent in its reasonable discretion.

“ Commitment ” means, as to each respective Lender, the Revolving Commitment and/or the Term Loan Commitment, as applicable, set forth in a written notice from such Lender to the Administrative Agent or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto or in the Register, as applicable, as the same may be reduced or modified at any time and from time to time pursuant to the terms hereof.

“ Commitment Letter ” means the commitment letter dated November 6, 2007 among the Borrower, the Administrative Agent and the Arranger.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit C .

“ Consolidated Capital Expenditures ” means, for any period, for Loan Parties and their Subsidiaries on a consolidated basis, all Capital Expenditures, as determined in accordance with GAAP; provided , however , that Consolidated Capital Expenditures shall not include (a) expenditures made with proceeds of any Involuntary Disposition to the extent such expenditures are used to purchase Property that is the same as or similar to the Property subject to such Involuntary Disposition, or (b) Permitted Acquisitions.

“ Consolidated Commitment Fee Charges ” means, for any period, the fees paid pursuant to Section 2.08 hereof.

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“ Consolidated EBITDA ” means, for any period for the Consolidated Group on a consolidated basis (without duplication), an amount equal to (a) Consolidated Net Income for such period, minus , (b) to the extent included in calculating Consolidated Net Income, the sum of, without duplication, (i) interest income (whether cash or non-cash) for such period, (ii) income tax credits for such period and (iii) gain from extraordinary or non-recurring items for such period, plus (c) the following to the extent deducted in calculating such Consolidated Net Income, (i) Consolidated Interest Charges for such period, (ii) the provision for federal, state, local and foreign income taxes payable by the Consolidated Group for such period, (iii) the amount of depreciation and amortization expense for such period, (iv) all of the transaction fees, costs and expenses incurred by the Borrower in connection with the Target Acquisition in such period (including without limitation, fees associated with the negotiation and execution of this Agreement and the issuance of the Convertible Notes but exclusive of legal fees) in an aggregate amount not to exceed $20,000,000, (v) the amount of bonuses paid to employees, officers and the executive management team of the Borrower in connection with the Target Acquisition in such period in an aggregate amount not to exceed $1,000,000 (vi) directors’ and officers’ insurance premiums, fees in connection with the filing of notification and report forms under the Hart-Scott-Rodino Antritrust Improvement Act of 1976, as amended, in connection with the Target Acquisition, accountants’ fees, the bonuses paid to the executive management team of the Target, investment banking fees, legal fees and management transaction fees, in each case incurred by the Target in connection with the Target Acquisition in such period in an aggregate amount not to exceed $5,500,000, (vii) other accounting, consulting, amendment and legal fees, costs and expenses incurred by the Target in such period and not related to the Target Acquisition in an aggregate amount not to exceed $1,700,000, (viii) the net settlement amount paid to the Washington Metropolitan Area Transit Authority in such period in an aggregate amount not to exceed $850,000, (ix) fees, costs and expenses incurred by the Target to Capital Associates, Inc. in such period in an aggregate amount not to exceed $1,558,000, (x) the amount reserved in such period with respect to Community Partnership of Southern Arizona in an amount not to exceed $4,018,000 in respect of losses incurred in 2006 and 2007 and (xi) all other non-recurring non-cash charges (including non-cash stock or equity compensation) in such period for which no cash outlay prior to the Termination Date is foreseeable.

“ Consolidated Fixed Charges ” means, for any period for the Consolidated Group on a consolidated basis, an amount equal to the sum of (a) the cash portion of Consolidated Interest Charges for such period plus (b) Consolidated Scheduled Funded Debt Payments for such period plus (c) taxes paid in cash for such period, all as determined in accordance with GAAP.

“ Consolidated Fixed Charges Coverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the four Fiscal Quarters most recently completed prior to such date less Capital Expenditures in such period to (b) Consolidated Fixed Charges for such period, provided , that for purposes of calculating the Consolidated Fixed Charges Coverage Ratio for (i) the four Fiscal Quarter period ending March 31, 2008, each component of Consolidated Fixed Charges shall be the respective amount for the Fiscal Quarter ending March 31, 2008 multiplied by four (4), (ii) the four Fiscal Quarter period ending June 30, 2008, each component of Consolidated Fixed Charges shall be the respective amount for the two Fiscal Quarter period ending June 30, 2008 multiplied by two (2) and (iii) the four Fiscal Quarter period ending September 30, 2008, each component of Consolidated Fixed Charges shall be the respective amount for the three Fiscal Quarter period ending September 30, 2008 multiplied by four-thirds (4/3).

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“ Consolidated Funded Indebtedness ” means Funded Indebtedness of Loan Parties and their Subsidiaries on a consolidated basis determined in accordance with GAAP.

“ Consolidated Group ” means the Loan Parties and their Subsidiaries.

“ Consolidated Interest Charges ” means, for any period, the interest expense (including any rent expense for such period under Capital Leases that is treated as interest in accordance with GAAP) of the Consolidated Group for such period with respect to all outstanding Indebtedness of the Consolidated Group (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Hedge Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP), determined on a consolidated basis in accordance with GAAP.

“ Consolidated Net Income ” means, for any period for the Consolidated Group on a consolidated basis, the net income of the Consolidated Group for such period as determined in accordance with GAAP, but excluding for all purposes minority-owned Subsidiaries (except to the extent of net income distributed or representing a management fee or other similar fee).

“ Consolidated Scheduled Funded Debt Payments ” means, for any period for the Consolidated Group on a consolidated basis, the sum of all scheduled payments of principal on Consolidated Funded Indebtedness scheduled to be paid during such period, as determined in accordance with GAAP. For purposes of this definition, payments of principal scheduled to be paid (a) shall be determined after giving effect to any reduction of such scheduled payments resulting from the application of any voluntary prepayments made during the applicable period, (b) shall be deemed to include the Attributable Indebtedness in respect of Capital Leases, Synthetic Leases and Sale and Leaseback Transactions, (c) shall not include any mandatory prepayments required pursuant to Section 2.04 , and (d) shall be determined without giving effect to the Following Business Day Convention.

“ Consolidated Senior Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness minus Subordinated Indebtedness as of such date to (b) Consolidated EBITDA for the four Fiscal Quarters most recently completed prior to such date.

“ Consolidated Total Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the four Fiscal Quarters most recently completed prior to such date.

“ Contract Provider ” means any Person or any employee, agent or subcontractor of such Person who provides professional health care services under or pursuant to any employment arrangement or contract with the Borrower or any Subsidiary.

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“ 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.

“ Contributing Guarantors ” has the meaning set forth in Section 10.06 .

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto. 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 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“ Convertible Notes ” means those notes issued pursuant to that certain Indenture dated as of November 13, 2007 by and among the Borrower, as issuer, and The Bank of New York Trust Company, N.A., as trustee.

“ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“ Debt Issuance ” means the issuance of any Indebtedness for borrowed money by any Loan Party other than Indebtedness permitted under Section 7.03 .

“ Debtor Relief Laws ” means the Bankruptcy Code, 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 (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Margin, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided , however , that with respect to a LIBOR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Margin then applicable to Letters of Credit plus 2% per annum, in all cases to the fullest extent permitted by applicable Laws. Interest accruing at the Default Rate shall be immediately payable upon demand.

“ Defaulting Lender ” means any Lender that (a) has failed to fund any portion of the Loans or participations in Letters of Credit required to be funded by it hereunder within one (1) Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding under any Debtor Relief Laws.

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“ Deposit Account Control Agreement ” means an agreement among a Loan Party, a depository institution, and the Administrative Agent, which agreement is in a form reasonably acceptable to the Administrative Agent and which provides the Administrative Agent with “control” (as such term is used in Article 9 of the UCC) over the deposit account(s) described therein, as the same may be amended, modified, extended, restated, replaced, or supplemented from time to time, and contains such other terms and conditions as Administrative Agent may require.

“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction) of any Property by any Loan Party or any Subsidiary (including the Capital Stock of any Subsidiary), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding (a) the sale, lease, license, transfer or other disposition of inventory or other assets in the ordinary course of business of the Loan Parties and their Subsidiaries, (b) the sale, lease, license, transfer or other disposition of machinery and equipment no longer used or useful in the conduct of business of the Loan Parties and their Subsidiaries, (c) any sale, lease, license, transfer or other disposition of Property by any Loan Party or any Subsidiary to any other Loan Party, (d) any Involuntary Disposition by any Loan Party or any Subsidiary, (e) any sale, lease, license, transfer or other disposition of Property by any Foreign Subsidiary to another Foreign Subsidiary, (f) any license of any IP Rights by any Loan Party or any Subsidiary in the ordinary course of business, and (g) any sale, transfer, license, lease or other disposition of any Property by any Loan Party or any Subsidiary in a single transaction or series of substantially related transactions for less than $500,000 in the aggregate.

“ Dollar ” and “ $ ” mean lawful money of the United States.

“ Domestic Subsidiary ” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“ Environmental Laws ” means the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601, et seq .), the Hazardous Materials Transportation Act (49 U.S.C. § 5101, et seq .), the Resource Conservation and Recovery Act (42 U.S.C. § 6901, et seq .), the Federal Clean Water Act (33 U.S.C. § 1251 et seq .), the Clean Air Act (42 U.S.C. § 7401 et seq .), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq .), the Safe Drinking Water Act (42 U.S.C. § 300f to 300j-26 et seq .), the Oil Pollution Act of 1990 (33 U.S.C. § 2701 et seq .) and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq .), as such laws may be amended or otherwise modified from time to time, and any other federal, state, local, foreign and other applicable statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions and common law relating to pollution, the protection of the environment, natural resources, human health or the release of any materials into the environment, including those related to Hazardous Materials, hazardous substances or wastes, indoor and outdoor air emissions, soil, groundwater, wastewater, surface water, stormwater, wetlands, sediment and discharges of wastewater to public treatment systems.

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“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, losses, punitive damages, consequential damages, costs of environmental investigation and remediation, fines, penalties, indemnities or expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants)), of the Borrower or any Subsidiary 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 Issuance ” means any issuance by any Loan Party or any Subsidiary thereof to any Person of shares of its Capital Stock, other than (a) any issuance by the Borrower of shares of its Capital Stock pursuant to the exercise of options or warrants, (b) any issuance by the Borrower of shares of its Capital Stock pursuant to the conversion of any debt securities to equity or the conversion of any class equity securities to any other class of equity securities, (c) any issuance by the Borrower of shares of its Capital Stock as consideration for or to finance a Permitted Acquisition, (d) the issuance by the Borrower of its Capital Stock or the grant of options, warrants or other rights to receive shares of its Capital Stock to directors, officers, employees and consultants pursuant to employee benefit or incentive plans or other similar arrangements and (e) any issuance of Capital Stock by the Subsidiaries of the Borrower to the Borrower or to other Subsidiaries (other than to the Excluded Subsidiaries). The term “Equity Issuance” shall not be deemed to include any (i) Disposition, (ii) issuances of Capital Stock of the Borrower used to fund the earnout payment as provided in the Target Acquisition Agreement or any other earnout payment provided in connection with any Permitted Acquisition that occurs after the Closing Date or with any Acquisition that occurred prior to the Closing Date and (iii) the cancellation of options to acquire and the issuance of Capital Stock of the Borrower pursuant to the Target Acquisition Agreement.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, and any successor thereto.

“ ERISA Affiliate ” means any corporation, trade or business (whether or not incorporated) under common control with a Borrower within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code). Any former ERISA Affiliate of the Borrower or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of the Borrower or any of its Subsidiaries within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of the Borrower or any of its Subsidiaries and with respect to liabilities arising after such period for which the Borrower or any of its Subsidiaries could be liable under the Internal Revenue Code or ERISA.

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined

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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 by a Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA; (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 a Borrower or any ERISA Affiliate; (g) the occurrence of an act or omission which could give rise to the imposition on the Borrower or any ERISA Affiliate of material fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Plan; (h) the assertion of a material claim (other than routine claims for benefits) against any Plan other than a Multiemployer Plan or the assets thereof, or against the Borrower or any ERISA Affiliate in connection with any Plan; (i) receipt from the IRS of notice of the failure of any Pension Plan (or any other Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; (j) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan; (k) the commencement of any administrative investigation, audit or other administrative proceeding by the Department of Labor, IRS or other Governmental Authority, including any voluntary compliance submission through the IRS’s Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program; or (l) the occurrence of a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code.

“ Event of Default ” has the meaning specified in Section 9.01 .

“ Excess Cash Flow ” means, with respect to the Consolidated Group on a consolidated basis, for any period: (a) Consolidated Net Income; (b)  plus decreases or minus increases (as the case may be) in net working capital (other than decreases in net working capital attributable to the accrual of earnout payments provided in connection with the Target Acquisition, any Permitted Acquisition that occurs after the Closing Date or with any Acquisition that occurred prior to the Closing Date), (c)  plus non-cash depreciation, non-cash amortization and other non-cash charges, (d) minus without duplication the sum of (i) Consolidated Capital Expenditures (to the extent not financed with Funded Indebtedness or reinvestments of Net Cash Proceeds), (ii) to the extent not taken into account in the calculation of Consolidated Net Income, (w) all of the transaction fees, costs and expenses incurred by the Borrower and paid in the respective period in connection with the Target Acquisition (including without limitation, fees associated with the negotiation and execution of this Agreement and the issuance of the Convertible Notes but exclusive of legal fees) not to exceed $20,000,000, (x) the principal amortization during such period with respect to Capital Leases, (y) all regularly scheduled principal payments and voluntary principal prepayments under the Loans (other than in respect of the Revolving Loans to the extent not accompanied by an equivalent

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permanent reduction of the Revolving Commitments) and any regularly scheduled principal payments or mandatory prepayments of Funded Indebtedness, in each case in such period, and (z) earnout payments provided in connection with any Permitted Acquisition that occurs after the Closing Date or with any Acquisition that occurred prior to the Closing Date and (iii) to the extent included in the calculation of Consolidated Net Income, the positive effect, if any, on Consolidated Net Income from an event which resulted in a mandatory principal payment pursuant to Section 2.04 and which was actually paid in such period pursuant to Section 2.04 ; provided , that in respect of 2008, the Excess Cash Flow shall be reduced by the 2008 Excess Cash Flow Reserve.

“ Excess Liquidity ” means the sum of (a) Revolving Availability plus (b) the aggregate balance of cash and Cash Equivalents of the Loan Parties, not subject to any Lien or encumbrance, other than in favor of the Administrative Agent and non-consensual Permitted Liens.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Excluded Account ” means any deposit account that is used solely for payment of payroll, bonuses, other compensation and related expenses and other operating expenses in the ordinary course of business and is not a depository account for the deposit of funds by account debtors.

“ Excluded Property ” means, with respect to any Loan Party (a) any owned or leased real or personal Property which is located outside of the United States, (b) any leased Real Property, (c) any personal Property (including motor vehicles) in respect of which perfection of a Lien is not either (i) governed by the UCC or (ii) effected by appropriate evidence of the Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office, unless reasonably requested by the Administrative Agent or the Required Lenders in its or their good faith credit judgment, (d) any Property which, subject to the terms of Section 7.01 , is subject to a Lien of the type described in Section 7.01(g) pursuant to documents which prohibit such Loan Party from granting any other Liens in such Property, (e) other than Accounts, any lease or license if the grant of a security interest in such lease or license is prohibited by the terms of such lease or license or by Law and would result in the termination of such lease or license, but only to the extent that (i) after reasonable efforts, consent from the relevant party or parties has not been obtained and (ii) any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable law (including Debtor Relief Laws) or principles of equity, (f) owned Real Property with a fair market value of less than $500,000 and (g) any Excluded Account.

“ Excluded Subsidiaries ” means those Subsidiaries of the Borrower listed on Schedule 1.01(a) and any Foreign Subsidiaries.

“ Exclusion Event ” means an event or events resulting in the exclusion of the Borrower or any Subsidiary or any of the Facilities from participation in any Medical Reimbursement Program and which is reasonably likely to result in a loss of 10% or more of the consolidated revenues of the Borrower and its Subsidiaries or Consolidated EBITDA during the 12-month period succeeding such event or events.

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“ Existing Borrower Credit Agreement ” means that certain Second Amended and Restated Loan and Security Agreement dated as of June 28, 2005 among the Borrower, the Subsidiaries named therein and CIT Healthcare LLC (as successor in interest to Healthcare Business Credit Corporation).

“ Existing Credit Agreements ” means the Existing Borrower Credit Agreement and the Existing Target Credit Agreement.

“ Existing Letters of Credit ” means those letters of credit listed on Schedule 1.01(b) .

“ Existing Target Credit Agreement ” means that certain revolving Credit and Term Loan Agreement dated as of May 28, 2004 among Logisticare Solutions, LLC, the guarantors defined therein, Fleet National Bank and the other financial institutions named therein.

“ Extraordinary Receipts ” means any cash received by or paid to or for the account of any Loan Party not in the ordinary course of business and arising from tax refunds, pension plan reversions, proceeds of insurance (other than 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 adjustments; provided that Extraordinary Receipts shall exclude any single or related series of amounts received in an aggregate amount less than $500,000.

“ Facilities ” means, at any time, the facilities and real properties owned, leased, managed or operated by any Loan Party or any Subsidiary, from which any Loan Party or any Subsidiary provides or furnishes goods or services.

“ Fair Share ” has the meaning set forth in Section 10.06 .

“ Fair Share Contribution Amount ” has the meaning set forth in Section 10.06 .

“ 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 the Administrative Agent on such day on such transactions as determined by the Administrative Agent, in its reasonable credit judgment.

“ Fee Letter ” means the letter agreement dated November 6, 2007 among the Borrower, the Administrative Agent and the Arranger.

“ Fiscal Quarter ” means a fiscal quarter of any Fiscal Year.

“ Fiscal Year ” means the fiscal year of Loan Parties and their Subsidiaries ending on December 31 of each calendar year.

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“ Following Business Day Convention ” means a contractual provision or provision of applicable Laws pursuant to which a scheduled date for payment or performance of an obligation, which date is not a Business Day, is extended to the first following day that is a Business Day.

“ Foreign Lender ” has the meaning specified in Section 3.01(e) .

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

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

“ Funded 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 for borrowed money, whether current or long-term (including the Obligations and any Subordinated Indebtedness) and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all purchase money indebtedness;

(c) the principal portion of all obligations under conditional sale or other title retention agreements relating to Property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);

(d) the maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds (other than surety bonds issued for the account of any Loan Party or its Subsidiaries in the ordinary course of business and for the benefit of governmental agencies or any other Persons party to the contracts with any Loan Party or its Subsidiaries);

(e) all obligations in respect of the deferred purchase price of Property or services (other than trade accounts payable and accrued liabilities in the ordinary course of business);

(f) Attributable Indebtedness in respect of Capital Leases;

(g) all preferred stock or other equity interests providing for mandatory redemptions sinking fund or like payments prior to the Maturity Date in respect of the Term Loan;

(h) all Funded Indebtedness of others secured by (or for which the holder of such Funded Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, Property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed; and

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(i) all Guarantees with respect to Funded Indebtedness of the types specified in clauses (a) through (h) above of another Person.

“ Funding Guarantors ” has the meaning set forth in Section 10.06 .

“ 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, consistently applied and as in effect from time to time.

“ Governmental Account Debtor ” means an account debtor making payments under Medicare, Medicaid and TRICARE and any other health care program operated by or financed in whole or in part by any foreign or domestic federal, state or local government.

“ Governmental Approvals ” means any and all Permits of each Governmental Authority issued or required under Laws applicable to the business of the Borrower or any of its Subsidiaries or necessary in the sale, furnishing, or delivery of goods or services under Laws applicable to the business of the Borrower or any of its Subsidiaries.

“ 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.

“ Governmental Reimbursement Program Cost ” means with respect to and payable by the Borrower and its Subsidiaries the sum of:

(a) all amounts (including punitive and other similar amounts) agreed to be paid or payable (i) in settlement of claims or (ii) as a result of a final, non-appealable judgment, award or similar order, in each case, relating to participation in Medical Reimbursement Programs;

(b) all final, non-appealable fines, penalties, forfeitures or other amounts rendered pursuant to criminal indictments or other criminal proceedings relating to participation in Medical Reimbursement Programs; and

(c) the amount of final, non-appealable recovery, damages, awards, penalties, forfeitures or similar amounts rendered in any litigation, suit, arbitration, investigation, review or other legal or administrative proceeding of any kind relating to participation in Medical Reimbursement Programs.

“ 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

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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. 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 set forth in Section 10.01 .

“ Guarantor ” means all existing and future direct and indirect Domestic Subsidiaries of the Borrower other than Excluded Subsidiaries.

“ Guaranty ” means the guaranty made by each Guarantor in favor of the Administrative Agent, the Lenders and the other Secured Parties pursuant to Article 10 .

“ HHS ” means the United States Department of Health and Human Services and any successor thereof.

“ HIPAA ” means the Health Insurance Portability and Accountability Act of 1996, Pub. L. 104-191, Aug. 21, 1996, 110 Stat. 1936.

“ 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, lead-based paint, toxic mold or fungus, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Healthcare Laws ” means all federal and state laws applicable to the business of Borrower regulating the provision of and payment for healthcare services, including HIPAA, Section 1128B(b) of the Social Security Act, as amended, 42 U.S.C. Section 1320a-7b (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the “Federal Anti-Kickback Statute,” and Section 1877 of the Social Security Act, as amended, 42 U.S.C. Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as “Stark Statute,” and all rules and regulations promulgated thereunder, including the Medicare Regulations and the Medicaid Regulations.

“ Healthcare Permit ” means a Governmental Approval required under Healthcare Laws applicable to the business of the Borrower or any of its Subsidiaries or necessary in the sale, furnishing, or delivery of goods or services under Healthcare Laws applicable to the business of the Borrower or any of its Subsidiaries.

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“ Hedge Agreement ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ Hedge Party ” means any Person that is a counterparty to a Hedge Agreement with a Loan Party.

“ Immaterial Subsidiary ” means a Subsidiary whose revenues for the year immediately preceding the date of determination is less than 2.5% of the consolidated revenues of the Borrower and its Subsidiaries for such year; provided , that for 2006 and 2007 such consolidated revenues shall be calculated on a pro forma basis to include the revenues of the Target and its Subsidiaries.

“ Incremental Term Loan ” has the meaning specified in Section 2.13(a) .

“ Incremental Term Loan Commitment Date ” has the meaning specified in Section 2.13(b) .

“ Incremental Term Loan Effective Date ” has the meaning specified in Section 2.13(a) .

“ Incremental Term Loan Lenders ” has the meaning specified in Section 2.13(c) .

“ Incremental Term Loan Note ” has the meaning set forth in Section 2.10(a) .

“ 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 Funded Indebtedness;

(b) the Termination Value of any Hedge Agreement;

(c) Synthetic Leases, Sale and Leaseback Transactions and Securitization Transactions; and

(d) all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (b) and (c) above of any other Person.

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“ Indemnified Liabilities ” has the meaning set forth in Section 12.05 .

“ Indemnitees ” has the meaning set forth in Section 12.05 .

“ Information ” has the meaning set forth in Section 12.08(a) .

“ Interest Payment Date ” means (a) as to any LIBOR Loan, the last day of each Interest Period applicable to such LIBOR Loan and the Maturity Date in respect of such Loan; provided , however , that if any Interest Period for a LIBOR Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each calendar quarter and the Maturity Date in respect of such Loan.

“ Interest Period ” means, as to each LIBOR Loan, the period commencing on the date such LIBOR Loan is disbursed or converted to or continued as a LIBOR Loan and ending on the date one (1), two (2), three (3) or six (6) months thereafter, as selected by the Borrower in its Loan Notice; provided that:

(a) 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;

(b) 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

(c) no Interest Period shall extend beyond the Maturity Date in respect of such Loan.

“ Interim Financial Statements ” means, collectively, the unaudited consolidated financial statements of the Borrower and its Subsidiaries (other than Target and its Subsidiaries) for the Fiscal Quarters ended March 31, 2007, June 30, 2007 and September 30, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows, for the Fiscal Quarter ended on such dates.

“ Internal Revenue Code ” means the Internal Revenue Code of 1986.

“ 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 any of the Capital Stock 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, or (c) an Acquisition. 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.

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“ Involuntary Disposition ” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any Property of any Loan Party.

“ IP Rights ” has the meaning set forth in Section 5.17 .

“ IRS ” means the United States Internal Revenue Service.

“ Issuer Documents ” means with respect to any Letter of Credit, the Letter Credit Application and any other document, agreement and instrument entered into by the applicable L/C Issuer and the Borrower or in favor of such L/C Issuer and relating to any such Letter of Credit.

“ Joinder Agreement ” means a joinder agreement substantially in the form of Exhibit E executed and delivered by a Domestic Subsidiary in accordance with the provisions of Section 6.12 .

“ Laws ” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, compacts, 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 administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ L/C Advance ” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing of Revolving Loans.

“ L/C Credit Extension ” means (a) the issuance of a Letter of Credit (other than a Supported Letter of Credit) or extension of the expiry date thereof, or the increase of the amount thereof and (b) with respect to any Supported Letter of Credit, the entry into any Support Agreement by Administrative Agent.

“ L/C Issuer ” means (i) one or more banks, trust companies or other Persons in each case expressly identified by Administrative Agent from time to time, in its sole discretion, as an L/C Issuer for purposes of issuing one or more Letters of Credit hereunder or (ii) any Lender designated by Borrower and reasonably acceptable to Administrative Agent; provided , that the issuing bank under the Existing Letters of Credit shall not be deemed an “L/C Issuer” for purposes of issuing Letters of Credit after the date hereof until it has notified the Borrower and the Administrative Agent in writing that it agrees to act as such.

“ Lender ” means each Person identified as a “Lender” on the signature pages hereto or who becomes a Lender pursuant to Section 2.13 and its successors and assigns and, as the context requires, the L/C Issuer.

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“ Lender Parties ” has the meaning specified in Section 12.07(g) .

“ Lender Securitization ” has the meaning specified in Section 12.07(g) .

“ Lender Securitization Liabilities ” has the meaning specified in Section 12.07(g) .

“ Lender Securitization Parties ” has the meaning specified in Section 12.07(g) .

“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“ Letter of Credit ” means a standby or documentary (trade) letter of credit issued for the account of the Borrower by an L/C Issuer which expires by its terms within one year after the date of issuance and in any event at least thirty (30) days prior to the Maturity Date in respect of the Revolving Loan. Notwithstanding the foregoing, a Letter of Credit may provide for automatic extensions of its expiry date for one or more successive one (1) year periods provided that the L/C Issuer that issued such Letter of Credit has the right to terminate such Letter of Credit on each such annual expiration date and no renewal term may extend the term of the Letter of Credit to a date that is later than the thirtieth (30 ^th ) day prior to the Maturity Date in respect of the Revolving Loan unless Cash Collateralized. “Letter of Credit” includes the Existing Letters of Credit.

“ Letter of Credit Fee ” has the meaning specified in Section 2.03(b) .

“ Letter of Credit Liabilities ” means, at any time of calculation, the sum of (i) without duplication, the amount then available for drawing under all outstanding Letters of Credit, without regard to whether any conditions to drawing thereunder can then be met plus (ii) without duplication, the aggregate unpaid amount of all reimbursement obligations in respect of previous drawings made under all outstanding Letters of Credit. The Letter of Credit Liability of any Revolving Lender at any time shall be its Pro Rata Share of the total Letter of Credit Liabilities at such time.

“ Letter of Credit Sublimit ” means an amount equal to the lesser of (a) the total Revolving Commitments and (b) $40,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the total Revolving Commitments.

“ LIBO Rate ” means, with respect to any LIBOR Loan for any Interest Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to (i) the rate of interest which is identified and normally published by Bloomberg Professional Service Page BBAM 1 as the offered rate for loans in United States dollars for the applicable Interest Period under the caption British Bankers Association LIBO Rates as of 11:00 a.m. (London time) two Business Days before the first day of such Interest Period; divided by (ii) the sum of one minus the daily average during such Interest Period of the aggregate maximum reserve requirement (expressed as a decimal) then imposed under Regulation D of the Board of Governors of the Federal Reserve System (or any successor thereto) for “Eurocurrency Liabilities” (as defined therein). If Bloomberg Professional Service no longer reports the LIBOR or if such index no longer exists or if Page BBAM 1 no longer exists, the Administrative Agent may select a replacement index or replacement page, as the case may be, consistent with market practices at the time.

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“ LIBOR Loan ” means any Loan that accrues interest by reference to the LIBO Rate, in accordance with the terms of this Agreement.

“ Lien ” means any mortgage, pledge, hypothecation, collateral 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, and any financing lease having substantially the same economic effect as any of the foregoing).

“ Loan ” means an extension of credit by a Lender to the Borrower under Article 2 in the form of a Term Loan, a Revolving Loan and/or an Incremental Term Loan.

“ Loan Documents ” means this Agreement, each Note, each Letter of Credit, each Joinder Agreement, each Collateral Document, each Request for Credit Extension, each Issuer Document, each Compliance Certificate and each other document, instrument or agreement from time to time executed by any Loan Party or any Subsidiary or any Responsible Officer thereof and delivered in connection with the transactions contemplated by this Agreement; provided that a Hedge Agreement shall be a Loan Document only to the extent it is a Secured Hedge Agreement.

“ Loan Notice ” means a notice of (a) a Borrowing of the Term Loan, (b) a Borrowing of Revolving Loans, (c) a conversion of Loans from one Type to the other pursuant to Section 2.02(a) , or (d) a continuation of LIBOR Loans pursuant to Section 2.02(a) , which, if in writing, shall be substantially in the form of Exhibit A .

“ Loan Parties ” means, collectively, the Borrower and each Guarantor party hereto.

“ Majority Revolving Lenders ” mean the holders of more than 50% of the sum of the aggregate unpaid principal amount of the Revolving Exposure (or, prior to the termination of the Revolving Commitments, the holders of more than 50% of the aggregate Revolving Commitments).

“ Managed Entities ” means any Person for which the Borrower or any of its Affiliates provides or intends to provide management or administrative services, excluding each of the Excluded Subsidiaries (other than the Captive Insurance Subsidiaries).

“ Master Agreement ” has the meaning set forth in the definition of “Hedge Agreement.”

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, assets, liabilities (actual or contingent) or condition (financial or otherwise) of the Loan Parties and their Subsidiaries taken as a whole; (b) a material impairment of the ability of the Loan Parties taken as a whole to perform their obligations under any respective Loan Document (as determined by the Administrative Agent in its reasonable discretion); (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Loan Parties taken as a whole of any respective Loan Document; or (d) a material adverse effect on the validity, perfection or priority of a Lien in favor of the Administrative Agent for the benefit of the Secured Parties on any material portion of the Collateral or on the aggregate value of the Collateral.

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“ Material Contract ” means any lease of real or personal property, contract or other arrangement to which any Loan Party or any of its Subsidiaries is a party (other than the Loan Documents), for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

“ Maturity Date ” means (a) with respect to the Revolving Loan, the fifth (5 ^th ) anniversary of the Closing Date and (b) with respect to the Term Loan, the sixth (6 ^th ) anniversary of the Closing Date.

“ Medicaid ” means that means-tested entitlement program under Title XIX of the Social Security Act, which provides federal grants to states for medical assistance based on specific eligibility criteria, as set forth at Section 1396, et seq . of Title 42 of the United States Code, as amended, and any statute succeeding thereto.

“ Medicaid Provider Agreement ” means an agreement entered into between a state agency or other such entity administering the Medicaid program and a health care provider or supplier under which the health care provider or supplier agrees to provide items and services for Medicaid patients in accordance with the terms of the agreement and Medicaid Regulations.

“ Medicaid Regulations ” means, collectively, (i) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting the medical assistance program established by Title XIX of the Social Security Act and any statutes succeeding thereto; (ii) all applicable provisions of all federal rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (i) above and all federal administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (i) above; (iii) all state statutes and plans for medical assistance enacted in connection with the statutes and provisions described in clauses (i) and (ii) above; and (iv) all applicable provisions of all rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (iii) above and all state administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (iii) above, in each case as may be amended, supplemented or otherwise modified from time to time.

“ Medical Reimbursement Programs ” means a collective reference to Medicare, Medicaid and TRICARE and any other health care program operated by or financed in whole or in part by any foreign or domestic federal, state or local government and any other non-government funded third party payor programs.

“ Medicare ” means that government-sponsored entitlement program under Title XVIII of the Social Security Act, which provides for a health insurance system for eligible elderly and disabled individuals, as set forth at Section 1395, et seq . of Title 42 of the United States Code, as amended, and any statute succeeding thereto.

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“ Medicare Provider Agreement ” means an agreement entered into between CMS or other such entity administering the Medicare program on behalf of CMS, and a health care provider or supplier under which the health care provider or supplier agrees to provide items and services for Medicare patients in accordance with the terms of the agreement and Medicare Regulations.

“ Medicare Regulations ” means, collectively, all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act and any statutes succeeding thereto; together with all applicable provisions of all rules, regulations, manuals and orders and administrative, reimbursement and other guidelines having the force of law of all Governmental Authorities (including CMS, the OIG, HHS, or any person succeeding to the functions of any of the foregoing) promulgated pursuant to or in connection with any of the foregoing having the force of law, as each may be amended, supplemented or otherwise modified from time to time.

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

“ Multiemployer Plan ” means any employee benefit plan of the type described in Sections 4001(a)(3) or 3(37) of ERISA that is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding six (6) plan years, has made or been obligated to make contributions.

“ Net Cash Proceeds ” means the aggregate cash or Cash Equivalents proceeds received by any Loan Party or any Subsidiary in respect of any Disposition, Involuntary Disposition, Equity Issuance, or Debt Issuance net of (a) direct costs incurred in connection therewith (including legal, accounting and investment banking fees, and sales commissions), (b) taxes paid or payable as a result thereof, and (c) the amount necessary to retire any Indebtedness secured by a Permitted Lien (ranking senior to any Lien of the Administrative Agent or any other Permitted Lien agreed to by the Administrative Agent) on the related Property; it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents received upon the sale or other disposition of any non cash consideration received by the Borrower or any Subsidiary in any Disposition, Involuntary Disposition, Equity Issuance or Debt Issuance.

“ Note ” or “ Notes ” means each Term Note, each Revolving Note and/or each Incremental Term Loan Note, individually or collectively, as appropriate.

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

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“ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. The foregoing shall also include any obligations or liabilities of any Loan Party under any Secured Hedge Agreement.

“ Obligee ” has the meaning set forth in Section 10.08 .

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

“ OIG ” means the Office of Inspector General of HHS and any successor thereof.

“ Organization Documents ” means, (a) with respect to any corporation, the, charter, certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ Other Taxes ” has the meaning set forth in Section 3.01(b) .

“ Participant ” has the meaning set forth in Section 12.07(d) .

“ Participating Lender ” has the meaning specified in Section 2.13(c) .

“ Patriot Act ” has the meaning specified in Section 5.24 .

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

“ Pension Plan ” means any Plan, other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding six (6) plan years.

“ Permit ” means any governmental license, authorization, registration, permit, drug or device authorization and approval, certificate, franchise, qualification, accreditation, consent and approval required under any applicable Law in order for any Person to carry on its business as now conducted.

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“ Permitted Acquisitions ” means (a) the Target Acquisition and (b) Investments consisting of an Acquisition by any Loan Party or any Subsidiary, provided that (i) the Property acquired (or the Property of the Person acquired) in such Acquisition is used or useful in the same or a substantially related line of business as the Borrower and its Subsidiaries were engaged in on the Closing Date, (ii) the Administrative Agent shall have received not less than (A) thirty (30) days prior notice of such Acquisition if the Total Consideration paid by such Loan Party or Subsidiary is greater than or equal to $2,000,000, and (B) five (5) days prior notice of such Acquisition if the Total Consideration paid by such Loan Party or Subsidiary is less than $2,000,000, which notice in each case shall contain a summary, in reasonable detail, of the acquisition terms and conditions, including price, and Borrower’s projections prepared in connection with such Acquisition, (iii) at or prior to the closing of such Permitted Acquisition, the Administrative Agent shall be granted a first priority perfected Lien (subject to Permitted Liens) in the assets and capital stock or other equity interests of such acquisition target or Subsidiary and such acquisition target or Subsidiary shall join this Agreement and the other Loan Documents as a Loan Party pursuant to the terms of Section 6.12 , except if such acquisition target or Subsidiary will be or is, as the case may be, a Foreign Subsidiary, (iv) in the case of an Acquisition of the Capital Stock of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (v) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Acquisition on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article 8 as of the most recent Fiscal Quarter for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or Section 6.01(b) , as applicable and no other Default exists or would be caused by such Acquisition, (vi) the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) except to the extent such representations and warranties expressly relate to an earlier date, (vii) if such transaction involves the purchase of an interest in a partnership between the Borrower (or any Subsidiary) as a general partner and entities unaffiliated with the Borrower or such Subsidiary as the other partners, such transaction shall be effected by having such equity interest acquired by a corporate holding company directly or indirectly wholly owned by the Borrower newly formed for the sole purpose of effecting such transaction, (viii) if the Total Consideration for any Acquisition (exclusive of any earnout payments determined on the basis of Acquisition EBITDA of the target subsequent to the Acquisition) is greater than $3,000,000, the Acquisition target’s net income for the four fiscal quarter period ended immediately preceding such Acquisition, plus to the extent deducted in computing such net income, interest expense, income tax expense, depreciation expense and amortization expense (such net income for such four fiscal quarter period as adjusted, the “ Acquisition EBITDA ”) otherwise included therein after giving pro forma effect to changes in such Acquisition EBITDA from cost savings reasonably satisfactory to the Administrative Agent to be implemented in the immediately succeeding four Fiscal Quarter period, shall be greater than $1 and (ix) the Total Consideration paid by the Loan Parties and their Subsidiaries for all Acquisitions occurring in any Fiscal Year shall not exceed $20,000,000 and in the aggregate prior to the Maturity Date in respect of the Term Loan shall not exceed $60,000,000; provided , that if the Consolidated Total Leverage Ratio is not greater than 4.00 to 1.00 (x) as of the end of any period of four Fiscal Quarters or (y) as a result of a prepayment of the Loans from the proceeds of an Equity Issuance in accordance with Section 2.04(b)(iii) calculated as of the last

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day of the most recently ended four Fiscal Quarter period giving pro forma effect to such prepayment as if it had been made on such day, then such amounts shall be increased to $25,000,000 and $75,000,000, respectively, for so long as the Consolidated Total Leverage Ratio thereafter is not greater than 4.00 to 1.00 as of the end of any period of four Fiscal Quarters; provided , that no Default or Event of Default shall be deemed to have occurred following any date on which the Consolidated Total Leverage Ratio is greater than 4.00 to 1.00 based solely on any Acquisitions made prior thereto as permitted hereunder.

“ Permitted Liens ” means, at any time, Liens in respect of Property of the Loan Parties and their Subsidiaries permitted to exist at such time pursuant to the terms of Section 7.01 .

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

“ Plan ” means (i) any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed by the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates; and (ii) all other employee benefit plans, programs, policies, agreements or arrangements, including any deferred compensation plan, incentive plan, bonus plan or arrangement, stock option plan, stock purchase plan, stock award plan or other equity-based plan, change in control agreement, retention, severance pay plan, dependent care plan, sick leave, disability, death benefit, group insurance, hospitalization, dental, life, any fund, trust or arrangement providing health benefits including multiemployer welfare arrangements, a multiple employer welfare fund or arrangement, cafeteria plan, employee assistance program, scholarship program, employment contract, retention incentive agreement, termination agreement, severance agreement, non-competition agreement, consulting agreement, confidentiality agreement, vacation policy, employee loan, or other similar plan, agreement or arrangement, whether written or oral, funded or unfunded, or actual or contingent which is or was sponsored, maintained or contributed to by, or required to be contributed by, the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates.

“ Proceedings ” means any actual or threatened civil, equitable or criminal proceeding litigation, action, suit, claim, investigation (governmental or judicial or otherwise), dispute indictment or prosecution, pleading, demand or the imposition of any fine or penalty or similar matter.

“ Pro Forma Basis ” means, for purposes of calculating the financial covenants in Article 8 , that any Disposition, Involuntary Disposition, Restricted Payment or Acquisition shall be deemed to have occurred as of the first day of the four Fiscal Quarter period most recently ended prior to the date of such transaction for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or Section 6.01(b) . In connection with the foregoing, (a) with respect to any Disposition or Involuntary Disposition, (i) income statement and cash flow statement items (whether positive or negative) attributable to the Property disposed of shall be excluded to the extent relating to any period occurring prior to the date of such transaction and (ii) Indebtedness which is retired shall be excluded and deemed to have been retired as of the first day of the applicable period and (b) with respect to any Acquisition, (i) income statement items attributable to the Person or Property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement items for the Loan

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Parties and their Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01 and (B) such items are supported by financial statements or other information reasonably satisfactory to the Administrative Agent and (ii) any Indebtedness incurred or assumed by any Loan Party or any Subsidiary (including the Person or Property acquired) in connection with such transaction and any Indebtedness of the Person or Property acquired which is not retired in connection with such transaction (A) shall be deemed to have been incurred as of the first day of the applicable period and (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination.

“ Pro Forma Compliance Certificate ” means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Article 8 as of the most recent Fiscal Quarter end for which the Loan Parties have delivered financial statements pursuant to Section 6.01(a) or Section 6.01(b) after giving effect to the applicable transaction on a Pro Forma Basis.

“ Pro Rata Share ” means, with respect to any Lender at any time, (a) with respect to such Lender’s Revolving Commitment and Letter of Credit Liabilities at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Revolving Commitment of such Lender at such time and the denominator of which is the amount of the total Revolving Commitments at such time; provided that if commitments of each Lender to make Revolving Loans have been terminated pursuant to Section 9.02 , then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof, (b) with respect to the outstanding Term Loan at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the principal amount of the outstanding Term Loan held by such Lender at such time and the denominator of which is the aggregate outstanding principal amount of the Term Loan held by all Term Loan Lenders at such time, and (c) with respect to such Lender’s commitment to fund a portion of the Incremental Term Loan, a fraction (expressed as a percentage, carried out to the ninth decimal point), the numerator of which is the amount of such Lender’s commitment to fund a portion of the Incremental Term Loan at such time and the denominator of which is the amount of the total commitments to fund the Incremental Term Loan at such time; provided , that following the Incremental Term Loan Effective Date, “Pro Rata Share” shall mean with respect to the Incremental Term Loan, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the principal amount of the outstanding Incremental Term Loan held by such Lender at such time and the denominator of which is the aggregate principal outstanding amount of the Incremental Term Loan held by all Incremental Term Loan Lenders at such time.

“ Property ” means any interest of any kind in any property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock.

“ Prospective Lender ” has the meaning specified in Section 2.13(b) .

“ Rating Agencies ” has the meaning set forth in Section 12.08(a) .

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“ Real Property ” means the real estate listed on Schedule 5.20(a) , and any other real estate owned or leased after the Closing Date.

“ Register ” has the meaning set forth in Section 12.07(c) .

“ Registrar ” has the meaning set forth in Section 12.07(c) .

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived.

“ Representatives ” has the meaning set forth in Section 12.08(a) .

“ Request for Credit Extension ” means (a) with respect to a Borrowing, conversion or continuation of Loans or a Loan Notice and (b) with respect to an L/C Credit Extension, a Notice of L/C Credit Event.

“ Required Lenders ” means, at any time, Lenders holding in the aggregate more than fifty percent (50%) of (a) the Revolving Commitments and the outstanding Term Loan, or (b) if the Revolving Commitments have been terminated, the Revolving Exposures and outstanding Term Loan. The Revolving Commitments (or, if the Revolving Commitments have terminated, the Revolving Exposure) and the outstanding Term Loan held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

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

“ Restricted Payment ” means (a) any dividend or other distribution, direct or indirect, on account of any shares (or equivalent) of any class of Capital Stock of any Loan Party or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares (or equivalent) of any class of Capital Stock (or any warrants, options or other rights relating thereto) of any Loan Party or any of its Subsidiaries, now or hereafter outstanding, (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of any Loan Party or any of its Subsidiaries, now or hereafter outstanding, (d) any payment or prepayment of principal of, premium, if any, or interest on, redemption, purchase, retirement, defeasance, sinking fund or similar payment with respect to, any Subordinated Indebtedness of any Loan Party or any of its Subsidiaries, and (e) any payment from any Loan Party to the Borrower not expressly permitted by Section 7.06 .

“ Revolving Availability ” means, at any time, an amount equal to (a) the total Revolving Commitments less (b) the total Revolving Exposures at such time.

“ Revolving Commitment ” means, as to each respective Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01 and (b) and to acquire participations in Letters of Credit pursuant to Section 2.03 in an aggregate principal

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amount at any one time outstanding not to exceed the amount set forth in a written notice from such Lender to the Administrative Agent or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto or in the Register, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Revolving Commitments is $40,000,000.

“ Revolving Exposure ” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans and its Letter of Credit Liabilities at such time.

“ Revolving Lenders ” means, as of any date of determination, Lenders having a Revolving Commitment, or after the Revolving Commitments have terminated, Lenders holding any portion of the outstanding Revolving Loan.

“ Revolving Loan ” has the meaning specified in Section 2.01(a) .

“ Revolving Loan Account ” means the loan account on the Administrative Agent’s books, in the name of the Borrower on behalf of the Borrower, in which the Borrower will be charged with all Obligations when due or incurred by the Administrative Agent or any Lender.

“ Revolving Note ” has the meaning specified in Section 2.10(a) .

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

“ Sale and Leaseback Transaction ” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby such Loan Party or such Subsidiary shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Secured Hedge Agreement ” means any Hedge Agreement required or permitted by this Agreement that is entered into by and between a Loan Party and a Secured Hedge Provider; provided that on the effective date of any Hedge Agreement to which the Administrative Agent (or an Affiliate thereof) is not a party and from time to time thereafter at the request of the Administrative Agent, such Loan Party and such Secured Hedge Provider shall notify the Administrative Agent of the aggregate amount of the exposure of such Loan Party under such Hedge Agreement.

“ Secured Hedge Provider ” means (i) the Administrative Agent or any of its Affiliates (or any Person who was an Affiliate of the Administrative Agent at the time such Person entered into a Secured Hedge Agreement), and (ii) any other Lender or Affiliate of a Lender, each in their capacity as a counterparty to a Secured Hedge Agreement.

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“ Secured Parties ” means, collectively, the Administrative Agent, all other Agents, the Arranger, the Lenders, the L/C Issuer (solely to the extent such L/C Issuer also is the Administrative Agent or a Lender) and, solely for the purpose of (i) identifying the Persons entitled to share in payments and collections from the Collateral as more fully set forth in this Agreement and the Collateral Documents, (ii) determining the beneficiaries of the guarantees set forth in Article 10 and (iii)  Article 11 , the Secured Hedge Providers.

“ Securities Account Control Agreement ” shall mean an agreement, among a Loan Party, a securities intermediary, and the Administrative Agent, which agreement is in a form reasonably acceptable to the Administrative Agent and which provides the Administrative Agent with “control” (as such term is used in Articles 8 and 9 of the UCC) over the securities account(s) described therein, as the same may be as amended, modified, extended, restated, replaced, or supplemented from time to time.

“ Securitization Transaction ” means any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which the Borrower or any Subsidiary may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of any Person.

“ Security Agreement ” means the Security and Pledge Agreement dated as of the Closing Date executed in favor of the Administrative Agent by each of the Loan Parties which is a party thereto, as amended, modified and supplemented from time to time.

“ Social Security Act ” means the Social Security Act of 1965 as set forth in Title 42 of the United States Code, as amended, and any successor statute thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time.

“ Solvent ” means, with respect to any Person on a particular date, that on such date (a) the fair value of the assets of such Person exceed its liabilities, including contingent liabilities, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liabilities of such Person or its debts as they become absolute and matured, (c) the remaining capital of such Person is not unreasonably small to conduct its business, and (d) such Person will not have incurred debts and does not have the present intent to incur debts, beyond its ability to pay such debts as they mature. In computing the amount of contingent liabilities of any Person on any date, such liabilities shall be computed at the amount that, in the good faith credit judgment of the Administrative Agent, in light of all facts and circumstances existing at such time, represents the amount of such liabilities that reasonably can be expected to become actual or matured liabilities.

“ Subordinated Indebtedness ” means Indebtedness of any Loan Party that is subordinated to the prior payment and satisfaction of the Obligations pursuant to the terms of a Subordination Agreement, and the Indebtedness evidenced by the Convertible Notes.

“ Subordinated Indebtedness Documents ” means any agreement evidencing Subordinated Indebtedness and Subordination Agreements, all security agreements, guaranty agreements and other documents, agreements and instruments executed in connection therewith, including in the case of the Convertible Notes, the Convertible Senior Subordinated Note Indenture dated as of November 13, 2007 between the Borrower, as issuer and The Bank of New York Trust Company, N.A, as trustee.

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“ Subordination Agreement(s) ” means (a) an agreement (in form and substance reasonably satisfactory to the Administrative Agent) among any Loan Party, a subordinating creditor of such Loan Party and the Administrative Agent, on behalf of the Secured Parties, pursuant to which (i) the Subordinated Indebtedness is subordinated to the prior payment and satisfaction of the Obligations and (ii) the subordinating creditor agrees not to require, accept or maintain any Lien(s) on any assets of the Loan Parties and their Subsidiaries, and (b) any note, indenture, note purchase agreement or similar instrument or agreement, pursuant to which the indebtedness evidenced thereby or issued thereunder is subordinated to the Obligations by the express terms of such note, indenture, note purchase agreement or similar instrument or agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent.

“ Subsidiary ” of a Person means a corporation, partnership, limited liability company or other business entity of which a majority of the shares of Capital Stock having ordinary voting power for the election of directors or other governing body (other than Capital Stock having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Loan Parties.

“ Support Agreement ” has the meaning specified in Section 2.03(a) .

“ Supported Letter of Credit ” means a Letter of Credit issued by a L/C Issuer in reliance on one or more Support Agreements.

“ Synthetic Lease ” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease or does not otherwise appear on a balance sheet under GAAP.

“ Target ” means Charter LCI Corporation, a Delaware corporation.

“ Target Acquisition ” means the acquisition by the Borrower of all of the issued and outstanding shares of Capital Stock of Target under and pursuant to the Target Acquisition Agreement.

“ Target Acquisition Agreement ” means that certain Agreement and Plan of Merger dated as of November 6, 2007 among Target, the Borrower, a wholly-owned Subsidiary of the Borrower, the shareholders of Target and the representative of such shareholders.

“ Target Acquisition Documents ” means the Target Acquisition Agreement and each of the other documents, instruments and agreements executed and delivered in connection with the Target Acquisition.

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“ Target Material Adverse Effect ” shall mean any occurrence, event, fact, condition, effect or change, whether determined individually or in the aggregate, that does, or is reasonably likely to, (a) have a material adverse effect on the business (as presently conducted), operations, results of operations, properties or financial condition of the Target and its Subsidiaries, taken as a whole, other than any occurrence, event, fact, condition, effect or change (i) resulting from performance in accordance with the express terms of the Target Acquisition Agreement by the parties thereto of their respective covenants contained therein; (ii) impacting the economy, securities markets, or financial markets generally; (iii) impacting the Target’s and its Subsidiaries’ industry in general and not specific to the Target or its Subsidiaries; (iv) resulting from the announcement or existence of the Target Acquisition Agreement or the transactions contemplated thereby; or (v) attributable to any natural disaster or any acts of terrorism, sabotage, military action or war (whether or not declared); or (b) materially impair the ability of the Target to perform its respective obligations under the Target Acquisition Agreement.

“ Taxes ” has the meaning set forth in Section 3.01(a) .

“ Term Loan ” has the meaning specified in Section 2.01(b) .

“ Term Loan Commitment ” means, as to each respective Lender, its obligation to make its portion of the Term Loan to the Borrower pursuant to Section 2.01(b) and the other terms and conditions of this Agreement, in the principal amount set forth in a written notice from such Lender to the Administrative Agent, as such amounts may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Term Loan Commitments is $173,000,000.

“ Term Loan Lender ” means, as of any date of determination, any Lender holding a Term Loan Commitment or any portion of the outstanding Term Loan.

“ Term Note ” has the meaning set forth in Section 2.10(a) .

“ Termination Date ” means the date that (i) all Obligations have been paid in full, (ii) no commitments or other obligations of any Lender to provide funds to the Borrower remains outstanding, and (iii) no Letter of Credit remains outstanding (or, to the extent outstanding, such Letter of Credit has been Cash Collateralized as provided in Section 2.03(e) ).

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

“ Total Consideration ” means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller and the maximum amount payable in connection with any deferred purchase price obligation (including any earn-out obligation) but excluding: (i) the value of any Capital Stock of the Borrower issued to the seller in connection with such Acquisition and (ii) the proceeds of the issuance of any such Capital Stock issued to finance such Acquisition.

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“ TRICARE ” means the United States Department of Defense health care program for service families (including TRICARE Prime, TRICARE Extra and TRICARE Standard), and any successor or predecessor thereof.

“ Type ” means, with respect to any Loan, its character as a Base Rate Loan or a LIBOR Loan.

“ UCC ” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

“ UCP ” means, with respect to any commercial Letter of Credit, the “Uniform Customs and Practice for Documentary Credits”, as most recently published by the International Chamber of Commerce.

“ Unfunded Pension Liability ” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Internal Revenue Code for the applicable plan year.

“ United States ” and “ U.S. ” mean the United States of America.

“ Wholly Owned Subsidiary ” means any Person 100% of whose Capital Stock is at the time owned by a Loan Party directly or indirectly through other Persons 100% of whose Capital Stock is at the time owned, directly or indirectly, by such a Loan Party.

1.02 Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. 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.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless

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otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal property and tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms .

(a) Except as otherwise specifically prescribed herein, all accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the most recent Audited Financial Statements.

(b) Together with each Compliance Certificate, the Borrower will provide a written summary of any changes in GAAP that materially impact the calculation of the financial covenants in Article 8 contained in such Compliance Certificate. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and any of the Administrative Agent, the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that , until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c) Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Article 8 (including for purposes of determining compliance with such financial covenants) shall be made on a Pro Forma Basis.

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

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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).

1.06 Letter of Credit Amounts . Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Issuer Document related thereto, whether or not such maximum face amount is in effect at such time.

ARTICLE 2

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 Loans .

(a) Revolving Loans . Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans to the Borrower (each such loan, a “ Revolving Loan ”) in Dollars from time to time on any Business Day (subsequent to the Closing Date) during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Commitment; provided , however , that after giving effect to any Borrowing of Revolving Loans, (i) the total Revolving Exposures shall not exceed the total Revolving Commitments, and (ii) the Revolving Exposure of each Revolving Lender shall not exceed such Revolving Lender’s Revolving Commitment. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a) , prepay under Section 2.04 , and reborrow under this Section 2.01(a) . The Revolving Loans may be Base Rate Loans or LIBOR Loans, as further provided herein.

(b) Term Loan . Subject to the terms and conditions set forth herein, each Term Loan Lender severally agrees to fund its Pro Rata Share of a term loan to the Borrower (the “ Term Loan ”) on the Closing Date in an aggregate amount not to exceed such Lender’s Term Loan Commitment; provided , however , that after giving effect to any Borrowing under the Term Loan, the outstanding amount of the Term Loan shall not exceed the total Term Loan Commitments. Amounts repaid or prepaid on the Term Loan may not be reborrowed. The Term Loan may consist of Base Rate Loans or LIBOR Loans, as further provided herein; provided , however , all Borrowings of the Term Loan on the Closing Date shall be Base Rate Loans.

2.02 Borrowings, Conversions and Continuations of Loans .

(a) Each Borrowing (other than the Borrowings on the Closing Date), each conversion of Loans from one Type to the other, and each continuation of LIBOR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be delivered by telephone or e-mail request (or such other means as may be agreed upon by the Administrative Agent in its reasonable discretion). Each such notice must be received by the Administrative Agent not later than 12:00 p.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of LIBOR Loans or of any conversion of LIBOR Loans to Base Rate Loans, and (ii) one (1) Business Day prior to the requested date of

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any Borrowing of Base Rate Loans (or any conversation to Base Rate Loans). Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and executed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Loan Notice pursuant to this Section 2.02(a) (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of LIBOR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of LIBOR Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower as required by Section 2.02(a) with respect to any continuation of a LIBOR Loan, the Administrative Agent shall notify each Lender of the details of any automatic conversion of such LIBOR Loan to Base Rate Loans as described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01 ), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided , however , that if, on the date of a Borrowing of Revolving Loans, there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first , to the payment in full of any such L/C Borrowings, and second , to the Borrower as provided above.

(c) Except as otherwise provided herein, a LIBOR Loan may be continued or converted only on the last day of the Interest Period for such LIBOR Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as LIBOR Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding LIBOR Loans be converted to Base Rate Loans on the last day of the applicable Interest Period for each such LIBOR Loan.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBOR Loans upon determination of such interest rate. The determination of the LIBO Rate by the Administrative Agent shall be conclusive in the absence of manifest error.

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(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than five (5) Interest Periods in effect with respect to outstanding Loans.

2.03 Letters of Credit and Letter of Credit Fees .

(a) Letter of Credit . On the terms and subject to the conditions set forth herein, the Revolving Commitment may be used by Borrower, in addition to the making of Revolving Loans hereunder, for the issuance, prior to the Maturity Date in respect of the Revolving Loan, by (i) Administrative Agent, of letters of credit, guarantees or other agreements or arrangements (each, a “ Support Agreement ”) to induce an L/C Issuer expressly identified by Administrative Agent to issue or increase the amount of, or extend the expiry date of, one or more Letters of Credit and (ii) a Lender that is an L/C Issuer, of one or more Letters of Credit, so long as, in each case:

(i) except in respect of Letters of Credit issued on the Closing Date as agreed to by the Borrower and the L/C Issuer, Administrative Agent shall have received a Notice of L/C Credit Event at least three (3) Business Days before the relevant date of issuance, increase or extension; and

(ii) after giving effect to such issuance, increase or extension, (x) the aggregate Letter of Credit Liabilities under all Letters of Credit do not exceed the Letter of Credit Sublimit and (y) the aggregate Revolving Exposure of all Lenders does not exceed the aggregate Revolving Commitments.

Each Lender that is an L/C Issuer hereby agrees to give Administrative Agent prompt written notice of each issuance of a Letter of Credit by such Lender and each payment made by such Lender in respect of Letters of Credit issued by such Lender.

(b) Letter of Credit Fee . The Borrower shall pay to Administrative Agent, for the benefit of the Revolving Lenders, a letter of credit fee (the “ Letter of Credit Fee ”) with respect to each Letter of Credit, for each day from the date of issuance of such Letter of Credit to the date that is the last day a drawing is available under such Letter of Credit, equal to the product of (i) the Applicable Margin then applicable to Letters of Credit and (ii) the average daily aggregate amount available to be drawn under such Letter of Credit in the respective period. Such fee shall be payable in arrears on the last day of each calendar quarter prior to the Maturity Date in respect of the Revolving Loan and on the earliest to occur of the full drawing, expiration, termination or cancellation of the respective Letter of Credit and on such Maturity Date. In addition, the Borrower agrees to pay promptly to the L/C Issuer any fronting or other fees that it may charge in connection with any Letter of Credit.

(c) Reimbursement Obligations of the Borrower . If either (x) Administrative Agent shall make a payment to an L/C Issuer pursuant to a Support Agreement, or (y) any Lender shall honor any draw request under, and make payment in respect of, a Letter of Credit, (i) the Borrower shall promptly reimburse Administrative Agent or such Lender, as applicable, for the amount

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of such payment or (ii) if such payment has not been made, Borrower shall be deemed to have immediately requested that Revolving Lenders make a Revolving Loan, which shall be a Base Rate Loan, in a principal amount equal to the amount of such payment. Administrative Agent shall promptly notify Revolving Lenders of any such deemed request and each Revolving Lender hereby agrees to make available to Administrative Agent not later than noon on the Business Day following such notification from Administrative Agent such Revolving Lender’s Pro Rata Share of such Revolving Loan. Each Revolving Lender hereby absolutely and unconditionally agrees to fund such Revolving Lender’s Pro Rata Share of the Loan described in the immediately preceding sentence, unaffected by any circumstance whatsoever, including (without limitation) (i) the occurrence and continuance of a Default or Event of Default, (ii) the fact that, whether before or after giving effect to the making of any such Revolving Loan, the Revolving Exposure exceeds or will exceed the Revolving Commitment and/or (iii) the non-satisfaction of any conditions set forth in Section 4.02 . Administrative Agent hereby agrees to apply the gross proceeds of each Revolving Loan deemed made pursuant to this Section 2.03(c) in satisfaction of the Borrower’s reimbursement obligations arising pursuant to this Section 2.03(c) or pay such proceeds to any L/C Issuer that has honored any draw request under, and made a payment in respect of, a Letter of Credit. The Borrower shall pay interest, on demand, on all amounts so paid by Administrative Agent for each day until the Borrower reimburses the Administrative Agent therefor at a rate per annum equal to the sum of two percent (2%) plus the interest rate applicable to Revolving Loans (which are Base Rate Loans) for such day.

(d) Reimbursement and Other Payments by the Borrower . The obligations of the Borrower to reimburse Administrative Agent and/or the applicable L/C Issuer pursuant to Section 2.03(c) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including the following:

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

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

(iii) any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever other than in respect of the gross negligence or willful misconduct of the L/C Issuer;

(iv) any affiliation between the L/C Issuer and Administrative Agent; or

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

(e) Deposit Obligations of the Borrower . In the event any Letters of Credit are outstanding at the time that the Borrower prepays or is required to repay the Obligations or the Revolving Commitment is terminated, the Borrower shall Cash Collateralize one hundred and five percent (105%) of the aggregate outstanding Letter of Credit Liabilities to be available to Administrative Agent, for its benefit and the benefit of the L/C Issuers, to reimburse payments of drafts drawn under such Letters of Credit and pay any fees and expenses related thereto. Upon termination of any such Letter of Credit and provided no Event of Default then exists, the unearned portion of such prepaid fee attributable to such Letter of Credit shall be refunded to the Borrower, together with the deposit described in the preceding clause (i) to the extent not previously applied by Administrative Agent in the manner described herein. “ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent (or with and to a bank designated by the Administrative Agent to be held in a deposit account subject to a control agreement), for the benefit of the Administrative Agent and the Lenders, as collateral for the total Letter of Credit Liabilities, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer, if the L/C Issuer is a Lender (which documents are hereby consented to by the Lenders). Derivatives of the term Cash Collateralize have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, a security interest in all such cash, deposit accounts and all balances therein pledged, deposited with or delivered to the Administrative Agent and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at a financial institution designated by the Administrative Agent.

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

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

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(ii) If either (x) Administrative Agent makes any payment or disbursement under any Support Agreement and/or (y) an L/C Issuer makes any payment or disbursement under any Letter of Credit, and (A) the Borrower has not reimbursed Administrative Agent or, as applicable, the applicable L/C Issuer, with respect to any Letter of Credit, in full for such payment or disbursement in accordance with Section 2.03(c) , or (B) any reimbursement received by Administrative Agent or any L/C Issuer from the Borrower is or must be returned or rescinded upon or during any bankruptcy or reorganization of any Credit Party or otherwise, each Revolving Lender shall be irrevocably and unconditionally obligated to pay to Administrative Agent or the applicable L/C Issuer, as applicable, its Pro Rata Share of such payment or disbursement (but no such payment shall diminish the Obligations of the Borrower under Section 2.03(c) ). To the extent any such Revolving Lender shall not have made such amount available to Administrative Agent or the applicable L/C Issuer, as applicable, by noon on the Business Day on which such Lender receives notice from Administrative Agent or the applicable L/C Issuer, as applicable, of such payment or disbursement, such Lender agrees to pay interest on such amount to Administrative Agent or the applicable L/C Issuer, as applicable, forthwith on demand accruing daily at the Federal Funds Rate, for the first three (3) days following such Lender’s receipt of such notice, and thereafter at the Base Rate plus the Applicable Margin in respect of Base Rate Loans. Any Revolving Lender’s failure to make available to Administrative Agent or the applicable L/C Issuer, as applicable, its Pro Rata Share of any such payment or disbursement shall not relieve any other Lender of its obligation hereunder to make available such other Revolving Lender’s Pro Rata Share of such payment, but no Revolving Lender shall be responsible for the failure of any other Lender to make available such other Lender’s Pro Rata Share of any such payment or disbursement.

2.04 Prepayments .

(a) Voluntary Prepayments of Loans .

(i) Revolving Loans and Term Loan . Subject to the limitations set forth in this Section 2.04(a) , the Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans or the Term Loan in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans, and (B) one (1) Business Day prior to the prepayment of Base Rate Loans; (ii) any such prepayment of LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iii) any such prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is delivered by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

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Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 . Notwithstanding the foregoing, the Borrower may not voluntarily prepay (i) any Loans that are LIBOR Loans unless such Loans are prepaid at the end of the applicable Interest Period or unless the Borrower pays all breakage costs associated with such prepayment as provided in Section 3.05 hereof, and (ii) the Term Loan in part if the outstanding principal balance of the Term Loan, after giving effect to such prepayment, would be less than $25,000,000.

(ii) Application of Voluntary Prepayments of Revolving Loans and Term Loan . Any voluntary prepayment of the Term Loan shall be applied ratably to the remaining principal amortization payments thereof. Prepayments of Revolving Loans pursuant to this Section 2.04(a) shall not reduce the total Revolving Commitments. Each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with their respective Pro Rata Shares.

(b) Mandatory Prepayments of Loans .

(i) Total Revolving Exposure . If for any reason the total Revolving Exposures at any time exceed the total Revolving Commitments then in effect, the Borrower shall immediately prepay the Revolving Loans and/or Cash Collateralize the Letter of Credit Liabilities in an aggregate amount equal to such excess.

(ii) Dispositions and Involuntary Dispositions . The Borrower shall prepay the Loans as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds of any Disposition or, to the extent the applicable Net Cash Proceeds exceed $500,000, Involuntary Disposition (each such prepayment to be applied as set forth in clause (vii) below). Notwithstanding the foregoing, if at the time of the receipt or application of such Net Cash Proceeds no Default or Event of Default has occurred and is continuing and the Borrower delivers to the Administrative Agent a certificate, executed by the Borrower’s chief financial officer, that it intends within three hundred sixty-five (365) days after receipt thereof to use all or part of such Net Cash Proceeds either to purchase assets used in the ordinary course of business of the Borrower and its Subsidiaries or to make Capital Expenditures, the Borrower may use all or part of such Net Cash Proceeds in the manner set forth in such certificate; provided , however , that, (A) any such Net Cash Proceeds not so used within the period set forth in such certificate shall, on the first Business Day immediately following such period, be applied as a prepayment in accordance with clause (vii) below and (B) any assets so acquired shall be subject to the security interests under the Collateral Documents in the same priority (subject to Permitted Liens) as the assets subject to such Disposition or Involuntary Disposition.

(iii) Equity Issuances . Immediately upon receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Equity Issuance, the Borrower shall prepay the Loans as hereinafter provided in an aggregate amount equal to 50% of such Net Cash Proceeds (such prepayment to be applied as set forth in clause (vii) below).

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(iv) Debt Issuances . Immediately upon receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrower shall prepay an aggregate principal amount of Loans in an amount equal to one hundred percent (100%) of all such Net Cash Proceeds or other amounts received (such prepayment to be applied as set forth in clause (vii) below).

(v) Excess Cash Flow . (A) On the date that is fifteen (15) days after the date on which the annual financial statements are required to be delivered pursuant to Section 6.01(a) for each Fiscal Year (commencing with the Fiscal Year ending December 31, 2008), the Borrower shall prepay an aggregate principal amount of the Loans in an amount equal to seventy-five percent (75%) of Excess Cash Flow for such Fiscal Year. Simultaneously with the delivery by the Loan Parties of the financial statements required to be delivered pursuant to Section 6.01(a) for each Fiscal Year, the Loan Parties shall deliver to the Administrative Agent a calculation (in such detail as the Administrative Agent may reasonably require) of the Excess Cash Flow for such Fiscal Year. Each prepayment with respect to Excess Cash Flow shall be accompanied by a certificate executed by the Borrower’s chief financial officer certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form, substance and detail reasonably satisfactory to the Administrative Agent and shall be applied as set forth in clause (vii) below.

(B) In addition to the foregoing, to the extent any of the 2008 Excess Cash Flow Reserve is not actually used as contemplated by this Agreement, then as soon as practicable but in no event later than June 30, 2009, the Borrower shall prepay an aggregate principal amount of the Loans equal to such unused amount and such prepayment shall be applied as set forth in clause (vii) below.

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

(vii) Application of Mandatory Prepayments . All amounts required to be paid pursuant to this Section 2.04(b) shall be applied as follows:

(A) with respect to all amounts prepaid pursuant to Section 2.04(b)(i) , to the Revolving Loans to the full extent thereof and, after all Revolving Loans have been repaid, to Cash Collateralize any L/C Exposures; and

(B) with respect to all amounts prepaid pursuant to Sections 2.04(b)(ii)  through (vi) , first to the Term Loan (applied ratably to the remaining principal amortization payments thereof), second to the Revolving Loans (without a corresponding permanent reduction of the total Revolving Commitments), and third to Cash Collateralize the L/C Exposures (without a corresponding reduction of the Letter of Credit Sublimit).

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Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to LIBOR Loans in direct order of Interest Period maturities. Prepayments of the Revolving Loans pursuant to this Section 2.04(b) shall not reduce the total Revolving Commitments. All prepayments under this Section 2.04(b) shall be subject to Section 3.05 , but otherwise without premium or penalty, and shall be accompanied by a payment of all interest accrued on the principal amount prepaid through the date of prepayment.

2.05 Termination or Reduction of Total Revolving Commitments . The Borrower may, upon prior written notice from the Borrower to the Administrative Agent, terminate the total Revolving Commitments or from time to time permanently reduce the total Revolving Commitments; provided, however, that (i) any such notice shall be received by the Administrative Agent not later than (A) ten (10) Business Days prior to the date of termination or (B) three (3) Business Days prior to the date of reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) after giving effect to any reduction of the total Revolving Commitments, the total Revolving Commitments shall not be less than (A) the total Revolving Exposures or (B) the Letter of Credit Sublimit. The Administrative Agent will promptly notify the respective Lenders of any such notice of termination or reduction of the total Revolving Commitments. Any reduction of the Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Pro Rata Share. All fees accrued with respect thereto until the effective date of any termination of the total Revolving Commitments shall be paid on the effective date of such termination.

2.06 Repayment of Loans .

(a) Revolving Loans . The Borrower shall repay to the Administrative Agent for the ratable benefit of the Lenders on the Maturity Date in respect of the Revolving Loan the aggregate principal amount of all Revolving Loans outstanding on such date.

(b) Term Loan . The Borrower shall pay to the Administrative Agent for the ratable account of the Term Lenders on the following dates the amount equal to the percentage listed opposite such date of the aggregate outstanding principal amount of the Term Loan on the Closing Date:

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; provided , however , that the final principal repayment installment of the Term Loan shall be repaid on the Maturity Date in respect of the Term Loan and shall be in an amount equal to the aggregate principal amount of the Term Loan outstanding on such date.

2.07 Interest .

(a) Subject to the provisions of subsection (b) below, (i) each LIBOR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (A) the LIBO Rate for such Interest Period plus (B) the Applicable Margin; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing or conversion date at a rate per annum equal to the (A) Base Rate plus (B) the Applicable Margin.

(b) After the occurrence and during the continuation of an Event of Default, the Borrower shall pay interest on the principal amount of all outstanding Obligations at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.08 Fees .

(a) Unused Fee . The Borrower shall pay, or cause to be paid, to the Administrative Agent for the account of each Revolving Lender in accordance with its Pro Rata Share, an unused fee equal to the product of (A) three-quarters of one percent (0.75%) per annum times (B) the average daily amount by which the total Revolving Commitments exceed the sum of (y) the

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total outstanding amount of Revolving Loans and (z) the total Letter of Credit Liabilities. The unused fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last day of each of March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date in respect of the Revolving Loan.

(b) Other Fees . The Borrower shall pay, or cause to be paid, to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall be non-refundable for any reason whatsoever.

2.09 Computation of Interest and Fees . All computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed except that interest computed by reference to clause (b) of the definition of “Base Rate” shall be computed on the basis of a 365/366-day year. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid.

2.10 Evidence of Debt .

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each such promissory note shall (i) in the case of Revolving Loans, be in the form of Exhibit B-1 (a “ Revolving Note ”), (ii) in the case of a Term Loan, be in the form of Exhibit B-2 (a “ Term Note ”) and (iii) in the case of an Incremental Term Loan, be in the form of Exhibit B-3 (an “ Incremental Term Loan Note ”). Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto, but any failure to do so shall not limit or otherwise affect the Borrower’s Obligations hereunder.

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

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2.11 Payments Generally .

(a) All payments to be made by the Borrower of principal, interest, fees and other Obligations shall be absolute and unconditional and shall be made without condition or deduction for any counterclaim, defense, recoupment, setoff or rescission. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b) Subject to the definition of “Interest Period”, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediate