80,000,000 CREDIT FACILITY CREDIT AGREEMENT

Exhibit 10.21

EXECUTION VERSION

$80,000,000 CREDIT FACILITY

CREDIT AGREEMENT

Dated as of November 16, 2007

by and among

STUDY ISLAND, LLC,

as the Borrower,

THE OTHER PERSONS PARTY HERETO THAT ARE
DESIGNATED AS CREDIT PARTIES

GENERAL ELECTRIC CAPITAL CORPORATION
for itself, as a Lender, as L/C Issuer, Swingline Lender and as the Agent for all Lenders,

NEWSTAR FINANCIAL, INC., as
Syndication Agent,

THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

as Lenders,

and

GE CAPITAL MARKETS, INC.
and
NEWSTAR FINANCIAL, INC.,
as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

SCHEDULES

EXHIBITS

CREDIT AGREEMENT

     This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of November 16, 2007, by and among Study Island, LLC, a Delaware limited liability company (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender (including as Swingline Lender) and L/C Issuer, and such Lenders.

W I T N E S S E T H:

     WHEREAS, the Borrower has requested, and the Lenders have agreed to make available to the Borrower, a revolving credit facility (including a letter of credit subfacility) and a term loan upon and subject to the terms and conditions set forth in this Agreement to (a) fund a portion of the Closing Dividend, (b) provide for working capital, capital expenditures and other general corporate purposes of the Borrower and its Subsidiaries and (c) fund certain fees and expenses associated with the foregoing;

     WHEREAS, the Borrower desires to secure all of its Obligations under the Loan Documents by granting to Agent, for the benefit of the Secured Parties, a security interest in and lien upon substantially all of its personal and real property;

     WHEREAS, Study Island Holdings, LLC, a Delaware limited liability company that owns all of the Equity Interests of Borrower (“Holdings”), is willing to guaranty all of the Obligations and to pledge to Agent, for the benefit of the Secured Parties, all of the Equity Interests of Borrower and substantially all of its other personal and real property to secure the Obligations;

     WHEREAS, subject to the terms hereof, certain of Borrower’s Domestic Subsidiaries are willing to guarantee all of the Obligations of Borrower and to grant to Agent, for the benefit of the Secured Parties, a security interest in and lien upon substantially all of its personal and real property;

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

ARTICLE I — THE CREDITS

     1.1 Commitments . Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly:

          (a) to make a Loan (a “Term Loan”) to Borrower on the Closing Date in the principal amount not to exceed its Commitment as set forth on Schedule 1.1(a) hereto (its “Term Loan Commitment”); and

          (b) to make Loans to the Borrower (each such Loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitment” (such amount as the same may be reduced or increased from time to time as a result of one or more assignments pursuant to Section 9.9, being referred to herein as such Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. The “Maximum Revolving Loan Balance” from time to time will be the Aggregate Revolving Loan Commitment then in effect less the sum of (x) the aggregate amount of Letter of Credit Obligations plus (y) outstanding Swing Loans.

Amounts paid or prepaid in respect of the Term Loans may not be reborrowed. Within the limits set forth in clause (b) above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Revolving Loans.

     1.2 Loans .

          (a) Each Loan (other than Swing Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 1.18, (x) Base Rate Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than $500,000 in the case of Term Loans and $250,000 in the case of Revolving Loans or (ii) equal to the remaining available balance of the applicable Commitments and (y) the LIBOR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than $1.0 million in the case of Term Loans and $250,000 in the case of Revolving Loans or (ii) equal to the remaining available balance of the applicable Commitments.

          (b) Subject to Sections 1.11 and 1.12, each Borrowing shall be comprised entirely of Base Rate Loans or LIBOR Loans as the Borrower may request pursuant to Section 1.3. Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten LIBOR Borrowings outstanding hereunder at any one time. For purposes of the foregoing,

Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

          (c) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Agent may designate not later than 1:00 p.m., New York City time, and the Agent shall promptly wire transfer the amounts so received to an account as directed by the Borrower in the applicable Notice of Borrowing or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

          (d) Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender’s portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with Section 1.2(c), above, and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Agent, each of such Lender and Borrower severally agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrower’s obligation to repay the Agent such corresponding amount pursuant to this Section 1.2(d) shall cease.

          (e) Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the date specified the definition of the Revolving Termination Date or the Term Loan Maturity Date, as applicable.

     1.3 Borrowing Procedure . To request a Revolving Borrowing or Term Borrowing, the Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Notice of Borrowing to the Agent (i) in the case of a LIBOR Borrowing, not later than 12:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing or (ii) in the case of a Base Rate Borrowing, not later than 10:00 a.m., New York City time, on the Business Day of the proposed Borrowing. Each Notice of Borrowing shall be irrevocable and shall specify the following information.

          (a) the aggregate amount of such Borrowing;

          (b) the date of such Borrowing, which shall be a Business Day;

          (c) whether such Borrowing is to be an Base Rate Borrowing or a LIBOR Borrowing;

          (d) in the case of a LIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

          (e) the location and number of Borrower’s account to which funds are to be disbursed;

          (f) that the conditions set forth in Sections 2.2(b), (c) and (d) have been satisfied as of the date of the notice.

     If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an Base Rate Borrowing. If no Interest Period is specified with respect to any requested LIBOR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Notice of Borrowing in accordance with this Section, the Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

     1.4 Evidence of Debt; Repayment of Loans .

          (a) Promise to Repay . Borrower hereby unconditionally promises to pay (i) to the Agent for the account of each Term Loan Lender, the principal amount of each Term Loan of such Term Loan Lender as provided in Section 2.9, (ii) to the Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Termination Date and (iii) to the Swingline Lender, the then unpaid principal amount of each Swing Loan on the Revolving Termination Date; provided that on each date that a Revolving Borrowing is made, Borrower shall repay all Swing Loans that were outstanding on the date such Borrowing was requested.

          (b) Lender and Agent Records . Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type, the designation of such Loan (Revolving Loan, Swing Loan or Term Loan) and the Interest Period applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the accounts maintained pursuant to this paragraph shall be prima facie evidence of the existence and amounts of the obligations therein recorded absent manifest error; provided that the failure of any Lender or the

Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of Borrower to repay the Loans in accordance with their terms.

          (c) The Agent, on behalf of the Lenders, shall record on its books and records the amount of each Loan made, the interest rate applicable, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. The Agent shall deliver to the Borrower on a monthly basis a loan statement setting forth such record for the immediately preceding month. Such record shall, absent manifest error, be conclusive evidence of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so, or any failure to deliver such loan statement shall not, however, limit or otherwise affect the obligation of the Borrower hereunder (and under any Note) to pay any amount owing with respect to the Loans or provide the basis for any claim against the Agent.

          (d) The Agent, acting as agent of the Borrower solely for tax purposes and solely with respect to the actions described in this subsection 1.4(d), shall establish and maintain at its address referred to in Section 9.2 (or at such other address as the Agent may notify the Borrower) (A) a record of ownership (the “Register”) in which the Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of the Agent, each Lender and each L/C Issuer in the Term Loan, Revolving Loans, Swing Loans and Letter of Credit Obligations, each of their obligations under this Agreement to participate in each Loan, Letter of Credit and L/C Reimbursement Obligations, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders and the L/C Issuers (and each change thereto pursuant to Sections 9.9 and 9.22), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, for LIBOR Rate Loans, the Interest Period applicable thereto, (4) the amount of any principal or interest due and payable or paid, (5) the amount of the L/C Reimbursement Obligations due and payable or paid in respect of Letters of Credit and (6) any other payment received by the Agent from the Borrower and its application to the Obligations.

          (e) Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Notes evidencing such Loans and, in the case of Revolving Loans, the corresponding obligations to participate in Letter of Credit Obligations and Swing Loans) and the L/C Reimbursement Obligations are registered obligations, the right, title and interest of the Lenders and the L/C Issuers and their assignees in and to such Loans or L/C Reimbursement Obligations, as the case may be, shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans and L/C Reimbursement Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code.

          (f) The Credit Parties, the Agent, the Lenders and the L/C Issuers shall treat each Person whose name is recorded in the Register as a Lender or L/C Issuer, as applicable, for all purposes of this Agreement. Information contained in the Register with respect to any Lender or any L/C Issuer shall be available for access by the Borrower, the Agent, such Lender or such L/C Issuer at any reasonable time and from time to time upon reasonable prior notice. No Lender or L/C Issuer shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender or L/C Issuer unless otherwise agreed by the Agent.

          (g) Promissory Notes . Any Lender by written notice to the Agent may request that Loans of any Class made by it be evidenced by a promissory note. In such event, the Agent shall promptly notify the Borrower and Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender in the form of Exhibit 11.1(d), 11.1(e) or 11.1(f) as the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.9) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its permitted assigns).

     1.5 Fees .

          (a) Unused Commitment Fee . Borrower agrees to pay to the Agent for the account of each Lender a commitment fee (an “Unused Commitment Fee”) equal to the Applicable Fee per annum on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the date hereof to but excluding the date on which such Revolving Commitment terminates; provided that any Unused Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender remains a Defaulting Lender; provided, further, that no Unused Commitment Fee shall accrue on any of the Revolving Loan Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued Unused Commitment Fees shall be payable in arrears (A) on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and (B) on the Revolving Termination Date. Unused Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Unused Commitment Fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and Letter of Credit Obligations of such Lender (and the Swing Loan obligations of any Lender shall be disregarded for all purposes).

          (b) Agent Fees . Borrower agrees to pay (i) to the Agent, for its own account, the administrative fees set forth in the Agent Fee Letter or such other fees payable in the amounts and at the times separately agreed upon between Borrower and the Agent (the “Agent Fees”) and (ii) to the Syndication Agent, for its own account, the

syndication fees set forth in the Syndication Agent Fee Letter payable in the amounts and at the times separately agreed upon between Borrower and the Syndication Agent (the “Syndication Agent Fees”).

          (c) Letter of Credit and Fronting Fees . Borrower agrees to pay (i) to the Agent for the account of each Revolving Lender a participation fee (“Letter of Credit Fee”) with respect to its participations in Letters of Credit, which shall accrue at a rate equal to the Applicable Margin from time to time applicable to LIBOR Revolving Loans pursuant to Section 1.6 on the average daily amount of such Lender’s Pro Rata Share of the Letter of Credit Obligations minus the amount of the fronting fee during the period from and including the Closing Date to but excluding the later of the date on which the Letter of Credit Obligations have been terminated or cash collateralized in accordance herewith, and (ii) to the L/C Issuer a fronting fee (the “Fronting Fee”) which shall accrue at the rate of 0.125% per annum (or such lesser rate as may be agreed between the Borrower and the L/C Issuer) on the average daily amount of the Letter of Credit Obligations during the period from and including the Closing Date to but excluding the later of Revolving Loan Termination Date and the date on which all Letter of Credit Obligations have been discharged or cash collateralized in accordance with the terms hereof, as well as the L/C Issuer’s customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued Letter of Credit Fees and Fronting Fees shall be payable in arrears (i) on the last day of March, June, September and December of each year, commencing on the first such date to occur after the Closing Date, and (ii) on the Revolving Termination Date. Any such Fees accruing after the date on which the Revolving Loan Commitments terminate shall be payable on demand. Any other fees payable to the L/C Issuer pursuant to this paragraph shall be payable within 10 days after demand therefor. All Letter of Credit Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

          (d) All Fees shall be paid on the dates due, in immediately available funds, to the Agent for distribution, if and as appropriate, among the Lenders, except that Borrower shall pay the fronting fees directly to the L/C Issuer. Once paid, none of the Fees shall be refundable under any circumstances.

     1.6 Interest on Loans .

          (a) Base Rate Loans . Subject to the provisions of Section 1.6(c), the Loans comprising each Base Rate Borrowing, including each Swing Loan, shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin in effect from time to time.

          (b) LIBOR Loans . Subject to the provisions of Section 1.6(c), the Loans comprising each LIBOR Borrowing shall bear interest at a rate per annum equal to the LIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin in effect from time to time.

          (c) Default Rate . Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default under Sections 7.1(a) or (b), if any principal of or interest on any Loan or any fee or other amount payable by Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall, to the extent permitted by applicable law, shall bear interest, after as well as before judgment, at a per annum rate equal to (i) in the case of overdue principal of or interest on any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 1.6 or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Revolving Loans as provided in Section 1.6(a) (in either case, the “Default Rate”).

          (d) Interest Payment Dates . Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to Section 1.6(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an Base Rate Revolving Loan or a Swing Loan without a permanent reduction in Revolving Loan Commitments), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any LIBOR Rate Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

          (e) Interest Calculation . All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate or LIBOR Rate shall be determined by the Agent in accordance with the provisions of this Agreement and such determination shall be conclusive absent manifest error.

     1.7 Termination and Reduction of Commitments .

          (a) Termination of Commitments . The Term Loan Commitments shall automatically terminate, on the Closing Date upon the borrowing of the Term Loans on such date. The Revolving Loan Commitments, the Swingline Commitment and the commitment to issue Letters of Credit shall automatically terminate on the Revolving Termination Date.

          (b) Optional Terminations and Reductions . At its option, the Borrower may at any time terminate, or from time to time permanently reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $500,000 and not less than $500,000 and (ii) the Revolving Loan Commitments shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 1.10, the aggregate amount of Revolving Loans would exceed the Maximum Revolving Loan Balance.

          (c) Borrower Notice . The Borrower shall notify the Agent in writing of any election to terminate or reduce the Commitments under Section 1.7(b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Agent shall advise the Lenders of the contents thereof. Each notice delivered by Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Loans shall be permanent. Each reduction of the Commitments of any Loans shall be made ratably among the Lenders in accordance with their respective Commitments with respect to such Loans.

     1.8 Interest Elections .

          (a) Generally . Each Revolving Borrowing and Term Borrowing initially shall be of the Type specified in the applicable Notice of Borrowing and, in the case of a LIBOR Borrowing, shall have an initial Interest Period as specified in such Notice of Borrowing. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBOR Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding anything to the contrary, Borrower shall not be entitled to request any conversion or continuation that, if made, would result in more than ten LIBOR Borrowings outstanding hereunder at any one time. This Section shall not apply to Swing Loans, which may not be converted or continued.

          (b) Notice of Conversion/Continuation . To make an election pursuant to this Section, the Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Notice of Conversion/Continuation in the form of Exhibit 1.7 to the Agent not later than the time that a Notice of Borrowing would be required under Section 1.3 if Borrower were requesting a Revolving Borrowing or Term Borrowing of the Type resulting from such election to be made on the effective date of such election. Each Notice of Conversion/Continuation shall be irrevocable. Each Notice of Conversion/Continuation shall specify the following information in compliance with Section 1.2:

     (i) the Borrowing to which such Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, or if outstanding Borrowings are being combined, allocation to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

     (ii) the effective date of the election made pursuant to such Notice of Conversion/Continuation, which shall be a Business Day;

     (iii) whether the resulting Borrowing is to be an Base Rate Borrowing or a LIBOR Borrowing; and

     (iv) if the resulting Borrowing is a LIBOR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.”

     If any such Notice of Conversion/Continuation requests a LIBOR Borrowing but does not specify an Interest Period, then Borrower shall be deemed to have selected an Interest Period of one month’s duration.

     Promptly following receipt of an Notice of Conversion/Continuation, the Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

          (c) Automatic Conversion to Base Rate Borrowing. If a Notice of Conversion/Continuation with respect to a LIBOR Borrowing is not timely delivered prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an Base Rate Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, the Agent or the Required Lenders may require, by notice to the Borrower, that (i) no outstanding Borrowing may be converted to or continued as a LIBOR Borrowing and (ii) unless repaid, each LIBOR Borrowing shall be converted to an Base Rate Borrowing at the end of the Interest Period applicable thereto.

     1.9 Amortization of Term Borrowings . The principal amount of the Term Loan shall be paid in installments on the dates and in the respective amounts shown below (as adjusted from time to time pursuant to Section 1.10(g)):

     1.10 Optional and Mandatory Prepayments of Loans .

          (a) Optional Prepayments . Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, subject to the requirements of this Section 1.10; provided that each partial prepayment shall be in an amount that is (i) in the case of Base Rate Loans, an integral multiple of $100,000 and not less than $500,000 in the case of Term Loans and $250,000 in the case of Revolving Loans and (ii) in the case of LIBOR Loans, an integral multiple of $100,000 and not less than $1.0 million in the case of Term Loans and $250,000 in the case of Revolving Loans.

          (b) Revolving Loan Prepayments .

     (i) In the event of the termination of all the Revolving Loan Commitments, Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Borrowings and all outstanding Swing Loans and replace all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 7.4.

     (ii) In the event of any partial reduction of the Revolving Loan Commitments, then (x) at or prior to the effective date of such reduction, the Agent shall notify Borrower and the Revolving Lenders of the sum of the Revolving Loans, Swing Loans and Letters of Credit outstanding after giving effect thereto and (y) if the sum of thereof would exceed the aggregate amount of Revolving Loan Commitments after giving effect to such reduction, then Borrower shall, on the date of such reduction, first, repay or prepay Swing Loans, second, repay or prepay Revolving Borrowings and, third, replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 7.4 (provided, however, that the demand

required thereunder shall be deemed to have been delivered automatically), in an aggregate amount sufficient to eliminate such excess.

     (iii) In the event that the sum of all the outstanding Revolving Loans, Swing Loans, and Letters of Credit exceeds the Revolving Loan Commitments then in effect, Borrower shall, without notice or demand, immediately, first, repay or prepay Revolving Borrowings and, second, replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance herewith, in an aggregate amount sufficient to eliminate such excess.

     (iv) In the event that the aggregate face amount of Letters of Credit exceeds the $2,000,000 Borrower shall, without notice or demand, immediately replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance herewith, in an aggregate amount sufficient to eliminate such excess.

          (c) Asset Sales. Not later than five Business Days following the receipt of any Net Proceeds of any Asset Sale by any Credit Party, Borrower shall make prepayments in accordance with Section 1.10(g) in an aggregate amount equal to 100% of such Net Proceeds; provided, that:

     (i) no such prepayment shall be required under this Section 1.10(c) with respect to (A) any Asset Sale permitted by Section 5.6(a) , (c) , (d) , (e) , (f) , (g) , (h) , (i) , (j) , or (k) , (B) the disposition of property which constitutes, or which is subject to, an Event of Loss, or (C) Asset Sales for fair market value resulting in less than $1,000,000 in Net Proceeds in the aggregate in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and

     (ii) so long as no Event of Default shall then exist or would arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered an Officers’ Certificate to the Agent on or prior to such date stating that such Net Proceeds are expected to be reinvested (or committed to be reinvested) in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within 9 months following the date of such Asset Sale; provided that if all or any portion of such Net Proceeds is not so reinvested within such 9 month period (or not committed to be reinvested within such 9 month period and not actually reinvested within 180 days after the expiration of such 9 month period), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 1.10(c) .

          (d) Debt Issuance . Not later than five Business Days following the receipt of any Net Issuance Proceeds of any incurrence of Indebtedness (other than

Indebtedness permitted to be incurred under Section 5.1) by any Credit Party, Borrower shall make prepayments in accordance with Section 1.10(g) in an aggregate amount equal to 100% of such Net Issuance Proceeds.

          (e) Events of Loss . Not later than five Business Days following the receipt of any Net Proceeds from an Event of Loss by any Credit Party, Borrower shall make prepayments in accordance with Section 1.10(g) in an aggregate amount equal to 100% of such Net Proceeds; provided, that:

     (i) no such prepayment shall be required under this Section 1.10(e) with respect to Events of Loss resulting in less than $500,000 in Net Proceeds in the aggregate in any fiscal year; and

     (ii) so long as no Event of Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered an Officers’ Certificate to the Agent on or prior to such date stating that such proceeds are expected to be reinvested (or committed to be reinvested) in assets used or useful in the business of the Borrower and its Restricted Subsidiaries, no later than 9 months following the date of receipt of such proceeds; and

     (iii) if any portion of such Net Proceeds shall not be so applied within such 9 month period (or not committed to be reinvested within such 9 month period and not actually reinvested within 180 days after the expiration of such 9 month period), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 1.10(e).

          (f) Excess Cash Flow. Within five (5) Business Days after the earlier of the delivery of the Compliance Certificate accompanying delivery of the financial statements under Section 4.1(a)(ii) hereof (commencing with the fiscal year ending December 31, 2008) or the date such Compliance Certificate is required to be delivered, the Borrower shall deliver to the Agent, for distribution to the Lenders, an amount equal to (i) 75% of such Excess Cash Flow minus the amount of any voluntary prepayments of Term Loans and Revolving Loans (to the extent accompanied by a corresponding permanent reduction to the Revolving Loan Commitments) during such fiscal year if the Leverage Ratio as of the last day of such fiscal year is greater than 4.00:1.0, (ii) 50% of such Excess Cash Flow minus the amount of any voluntary prepayments of Term Loans and Revolving Loans (to the extent accompanied by a corresponding permanent reduction to the Revolving Loan Commitments) during such fiscal year if the Leverage Ratio as of the last day of such fiscal year is less than or equal to 4.00:1.0 but greater than 3.25:1.0 or (iii) 25% of such Excess Cash Flow minus the amount of any voluntary prepayments of Term Loans and Revolving Loans (to the extent accompanied by a corresponding permanent reduction to the Revolving Loan Commitments) during such fiscal year if the Leverage Ratio as of the last day of such fiscal year is less than or equal to 3.25:1.0 provided , that no such payment shall be required if the Leverage Ratio is less

than or equal to 2.50:1.0, for application to the Loans in accordance with the provisions of subsection 1.10(g) hereof.

          (g) Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and, if applicable, shall specify such selection in the notice of such prepayment pursuant to Section 1.10(h), subject to the provisions of this Section 1.10(g). Any optional prepayments of Term Loans pursuant to Section 1.10(a) shall be applied to the scheduled payments thereof as directed by the Borrower. Any mandatory prepayments pursuant to Section 1.10(c), (d), (e) or (f) shall be applied first, to the prepayment of the Term Loans until paid in full, and second, to the prepayment of outstanding Revolving Loans until paid in full (without a permanent reduction in the Revolving Loan Commitments). Any prepayments of Term Loans pursuant to Section 1.10(c), (d), (e) or (f) shall be applied to reduce scheduled installments required under Section 1.9 in direct order of maturity.

     Amounts to be applied pursuant to this Section 1.10 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first, to reduce outstanding Base Rate Term Loans and Base Rate Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay LIBOR Term Loans or LIBOR Revolving Loans, as applicable.

          (h) Notice of Prepayment . The Borrower shall notify the Agent (and, in the case of prepayment of a Swing Loan, the Swingline Lender) by written notice of any prepayment under Section 1.10(a) (i) in the case of prepayment of a LIBOR Borrowing, not later than 12:00 p.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an Base Rate Borrowing, not later than 12:00 p.m., New York City time, on the same day of the date of prepayment and (iii) in the case of prepayment of a Swing Loan, not later than 2:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 1.7, then such notice of prepayment may be revoked if such termination is revoked in accordance with Section 1.7. Each such notice shall specify the prepayment date, and the principal amount of each Borrowing or portion thereof to be prepaid. Promptly following receipt of any such notice (other than a notice relating solely to Swing Loans), the Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Loan of the same Type as provided in Section 1.2. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and otherwise in accordance with this Section 1.10. Prepayments shall be accompanied by accrued interest to the extent required by Section 1.6.

     1.11 Base Rate of Interest . If prior to the commencement of any Interest Period for a LIBOR Borrowing:

          (a) the Agent determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR Rate for such Interest Period; or

          (b) the Agent is advised in writing by the Required Lenders that the LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

          (c) then the Agent shall give written notice thereof to the Borrower and the Lenders as promptly as practicable thereafter and, until the Agent notifies Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBOR Borrowing shall be ineffective and (ii) if any Notice of Borrowing requests a LIBOR Borrowing, such Borrowing shall be made as an Base Rate Borrowing.

     1.12 Yield Protection .

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

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

     (ii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, the L/C Issuer or such Lender’s or the L/C Issuer’s holding company, if any, of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount), then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

          (b) Capital Requirements . If any Lender or the L/C Issuer determines (in good faith, but in its sole absolute discretion) that any Change in Law affecting such Lender or the L/C Issuer or any lending office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have

the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

          (c) Certificates for Reimbursement . A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in Section 1.12(a) or (b) and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 20 days after receipt thereof.

          (d) Delay in Requests . Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to this Section 1.12 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

          (e) This Section 1.12 shall not apply to Taxes, which shall be governed exclusively by Section 1.15.

     1.13 Breakage Payments . In the event of (a) the payment or prepayment, whether optional or mandatory, of any principal of any LIBOR Loan earlier than the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBOR Loan earlier than the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan or Term Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any LIBOR Loan earlier than the last day of the Interest Period applicable thereto as a result of a request by Borrower pursuant to Section 1.16(b), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBOR Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the

principal amount of such Loan had such event not occurred, at the Adjusted LIBOR Rate (excluding any Applicable Margin) that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the LIBOR market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 1.13 shall be delivered to the Borrower (with a copy to the Agent) and shall be conclusive and binding absent manifest error. Such Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

     1.14 Payments Generally; Pro Rata Treatment; Sharing of Setoffs .

          (a) Payments Generally . Each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Section 1.12, 1.13, 1.15 or 9.5, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Agent at its offices at 201 Merritt 7, Norwalk, CT, except payments to be made directly to the L/C Issuer or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 1.12, 1.13, 1.15 and 9.5 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in dollars, except as expressly specified otherwise.

          (b) Pro Rata Treatment .

     (i) Each payment by Borrower of interest in respect of the Loans shall be applied to the amounts of such obligations owing to the Lenders pro rata according to the respective amounts then due and owing to the Lenders.

     (ii) Each payment on account of principal of the Term Loans pursuant to Section 1.9 shall be allocated among the Term Loan Lenders

pro rata based on the principal amount of the Term Loans held by the Term Loan Lenders. Each payment by Borrower on account of principal of the Revolving Borrowings shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders.

          (c) Insufficient Funds . If at any time insufficient funds are received by and available to the Agent to pay fully all amounts of principal, reimbursement obligations with respect to Letters of Credit, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and reimbursement obligations with respect to Letters of Credit that have been drawn then due hereunder ratably among the parties entitled thereto in accordance with the amounts of principal and reimbursement obligations then due to such parties.

          (d) Sharing of Setoff . If any Lender (and/or the L/C Issuer, which shall be deemed a “Lender” for purposes of this Section 1.14(d)) shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other Obligations resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

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

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

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

applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 1.14(d) applies, such Secured Party shall to the extent practicable exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 1.14(d) to share in the benefits of the recovery of such secured claim.

          (e) Borrower Default . Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Agent for the account of the Lenders or the L/C Issuer hereunder that Borrower will not make such payment, the Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation.

          (f) Lender Default . If any Lender shall fail to make any payment required to be made by it pursuant to Section 1.2(c), 1.14(e), 1.17(d), 1.18(d), 1.18(e) or 8.8, then the Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

     1.15 Taxes .

          (a) Payments Free of Taxes . Any and all payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the Loan Parties shall be required by applicable Requirements of Law to deduct any Indemnified Taxes or any Other Taxes from or in respect of any such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Loan Party shall make such deductions and (iii) the applicable Loan Party shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirements of Law. The Loan Parties or the Agent, as the case may be, may, without reduction, withhold any Taxes required to be deducted and withheld from any payment under any of the Loan Documents with respect to which the Borrower are not required to pay additional amounts under this Section 1.15(a).

          (b) Payment of Other Taxes by Borrower . Without limiting the provisions of Section 1.15(a), the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law.

          (c) Indemnification by Borrower . The Borrower shall indemnify and hold harmless the Agent, each Lender and the L/C Issuer, within 15 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto (other than payable by reason of the action or inaction of the Agent, such Lender or the L/C Issuer, as the case may be), whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender or the L/C Issuer (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

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

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

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

     (ii) two duly signed completed originals of Internal Revenue Service Form W 8ECI,

     (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate, in substantially the form of Exhibit K , or any other form approved by the Agent, to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation”

described in Section 881(c)(3)(C) of the Code and (y) two duly completed originals of Internal Revenue Service Form W 8BEN, or

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

          (f) Upon the request of the Agent or Borrower, each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Agent, or Borrower, as the case may be, two duly signed completed originals of IRS Form W-9. If such Lender fails to deliver such forms, then the Agent or Borrower, as the case may be, may withhold from any interest payment to such Lender an amount equivalent to the applicable backup withholding tax imposed by the Code, without reduction.

          (g) If any Governmental Authority asserts that the Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including attorney costs) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all other Obligations hereunder and the resignation of the Agent.

          (h) Treatment of Certain Refunds. If the Agent, a Lender or the L/C Issuer determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section, it shall promptly notify the Borrower of such refund and shall, within 15 days after receipt of such refund, pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that Borrower, upon the request of the Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Agent, such Lender or the L/C Issuer in the event the Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Agent, any Lender or the L/C Issuer to make available its Tax Returns (or any other information relating to its Taxes that it deems confidential) to Borrower or any other person. Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to Borrower the payment of which would place such Lender in a less favorable net after-tax position than such Lender

would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

          (i) To the extent required by any applicable law, the Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or properly executed, or because such Lender failed to notify the Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such Lender shall indemnify the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including penalties and interest, and all expenses incurred.

     1.16 Mitigation Obligations; Replacement of Lenders .

          (a) Designation of a Different Lending Office . If any Lender requests compensation under Section 1.12, or requires Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 1.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 1.12 or 1.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. A certificate setting forth such costs and expenses in reasonable detail submitted by such Lender to Borrower shall be conclusive absent manifest error.

          (b) Replacement of Lenders . If any Lender requests compensation under Section 1.12, or if Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 1.15, or if any Lender is a Defaulting Lender, or if Borrower exercises its replacement rights under Section 9.22, then Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.9), all of its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

     (i) Borrower shall have paid to the Agent the processing and recordation fee specified in Section 9.9(c);

     (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC

Disbursements and Swing Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 1.13), assuming for this purpose (in the case of a Lender being replaced pursuant to Section 9.22 that the Loans of such Lender were being prepaid) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);

          (iii) in the case of any such assignment resulting from a claim for compensation under Section 1.12 or payments required to be made pursuant to Section 1.15, such assignment will result in a reduction in such compensation or payments thereafter; and

          (iv) such assignment does not conflict with applicable Requirements of Law.

The failure of any such Lender to execute an Assignment and Assumption or return any Notes to Borrower shall not render such assignment and delegation invalid. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

     1.17 Swing Loans .

          (a) Availability . Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender agrees to make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date until the Revolving Termination Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided, however, that the Swingline Lender may not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance and (y) during the period commencing on the first Business Day after it receives notice from the Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid in full on the earliest of (x) the funding date of any Borrowing of Revolving Loans and (y) the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a).

          (b) Borrowing Procedures . In order to request a Swing Loan, the Borrower shall give to the Agent a notice to be received not later than 1:00 p.m. (New York time) on the day of the proposed Borrowing, which may be made in a writing

substantially in the form of Exhibit 1.1(d) duly completed (a “Swingline Request”) or by telephone if confirmed promptly but, in any event, prior to such Borrowing, with such a Swingline Request. In addition, if any Notice of Borrowing of Revolving Loans requests a Borrowing of Base Rate Loans (other than a Borrowing to refinance outstanding Swing Loans), the Swingline Lender may, notwithstanding anything else to the contrary herein, make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. The Agent shall promptly notify the Swingline Lender of the details of the requested Swing Loan. Upon receipt of such notice and subject to the terms of this Agreement, the Swingline Lender may make a Swing Loan available to the Borrower by making the proceeds thereof available to the Agent and, in turn, the Agent shall make such proceeds available to the Borrower on the date set forth in the relevant Swingline Request or Notice of Borrowing.

          (c) Refinancing Swing Loans . The Swingline Lender or, subject to Sections 1.2 and 1.3, Borrower, may at any time forward a demand to the Agent (which the Agent shall, upon receipt, forward to each Revolving Lender) that each Revolving Lender pay to the Agent, for the account of the Swingline Lender, such Revolving Lender’s Pro Rata Share of all or a portion of the outstanding Swing Loans. Each Revolving Lender shall pay such Pro Rata Share to the Agent for the account of the Swingline Lender if the notice or demand therefor was received by such Lender prior to 12:00 p.m. (New York time) on any Business Day, on such Business Day and (B) otherwise, on the Business Day following such receipt. Payments received by the Agent after 2:00 p.m. (New York time) shall be deemed to be received on the next Business Day. Upon receipt by the Agent of such payment (other than during the continuation of any Event of Default under Section 7.1(g) or 7.1(h)), such Revolving Lender shall be deemed to have made a Revolving Loan to the Borrower, which, upon receipt of such payment by the Swingline Lender from the Agent, the Borrower shall be deemed to have used in whole to refinance such Swing Loan. In addition, regardless of whether any such demand is made, upon the occurrence of any Event of Default under Section 7.1(g) or 7.1(h), each Revolving Lender shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in each Swing Loan in an amount equal to such Lender’s Pro Rata Share of such Swing Loan. If any payment made by any Revolving Lender as a result of any such demand is not deemed a Revolving Loan, such payment shall be deemed a funding by such Lender of such participation. Such participation shall not be otherwise required to be funded. Upon receipt by the Swingline Lender of any payment from any Revolving Lender pursuant to this clause (iii) with respect to any portion of any Swing Loan, the Swingline Lender shall promptly pay over to such Revolving Lender all payments of principal (to the extent received after such payment by such Lender) and interest (to the extent accrued with respect to periods after such payment) received by the Swingline Lender with respect to such portion.

          (d) Obligation to Fund Absolute . Each Revolving Lender’s obligations pursuant to clause (iii) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim,

abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swingline Lender, the Agent, any other Lender or L/C Issuer or any other Person, (B) the failure of any condition precedent set forth in Section 2.2 to be satisfied or the failure of the Borrower to deliver a Notice of Borrowing (each of which requirements the Revolving Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Credit Party.

     1.18 Letters of Credit .

          (a) Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of Holdings or any Restricted Subsidiary of Borrower), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Closing Date through the earlier of the Revolving Termination Date and 7 days prior to the date specified in clause (a) of the definition of Revolving Termination Date; provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance:

          (A) (i) the aggregate outstanding principal balance of Revolving Loans would exceed the Maximum Revolving Loan Balance or (ii) the Letter of Credit Obligations for all Letters of Credit would exceed $2,000,000 (the “L/C Sublimit”);

          (B) the expiration date of such Letter of Credit (i) is more than one year after the date of issuance thereof or (ii) is later than 7 days prior to the date specified in clause (a) of the definition of Revolving Termination Date; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (ii) above; or

          (C) (i) any fee due in connection with, and on or prior to, such Issuance has not been paid, (ii) such Letter of Credit is requested to be issued in a form that is not acceptable to such L/C Issuer or (iii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of Holdings or any Restricted Subsidiary of Borrower, such Person), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”).

For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Agent or the Required Revolving Lenders that any condition precedent contained in Section 2.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

          (b) Notice of Issuance . The Borrower shall give the relevant L/C Issuer and the Agent a notice of any requested Issuance of any Letter of Credit, which shall be effective only if received by such L/C Issuer and the Agent not later than 11:00 a.m. (New York time) on the third Business Day prior to the date of such requested Issuance. Such notice may be made in a writing substantially the form of Exhibit 1.1(c) duly completed or in a writing in any other form acceptable to such L/C Issuer (an “L/C Request”) or by telephone if confirmed promptly, but in any event within one Business Day and prior to such Issuance, with such an L/C Request.

          (c) Reporting Obligations of L/C Issuers . Each L/C Issuer agrees to provide the Agent (which, after receipt, the Agent shall provide to each Revolving Lender), in form and substance satisfactory to the Agent, each of the following on the following dates: (A) (i) on or prior to any Issuance of any Letter of Credit by such L/C Issuer, (ii) immediately after any drawing under any such Letter of Credit or (iii) immediately after any payment (or failure to pay when due) by the Borrower of any related L/C Reimbursement Obligation, notice thereof, which shall contain a reasonably detailed description of such Issuance, drawing or payment; (B) upon the request of the Agent (or any Revolving Lender through the Agent), copies of any Letter of Credit Issued by such L/C Issuer and any related L/C Reimbursement Agreement and such other documents and information as may reasonably be requested by the Agent; and (C) on the first Business Day of each calendar week, a schedule of the Letters of Credit Issued by such L/C Issuer, in form and substance reasonably satisfactory to the Agent, setting forth the Letter of Credit Obligations for such Letters of Credit outstanding on the last Business Day of the previous calendar week.

          (d) Acquisition of Participations . Upon any Issuance of a Letter of Credit in accordance with the terms of this Agreement resulting in any increase in the Letter of Credit Obligations, each Revolving Lender shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in such Letter of Credit and the related Letter of Credit Obligations in an amount equal to its Pro Rata Share of such Letter of Credit Obligations.

          (e) Reimbursement Obligations of the Borrower . The Borrower agrees to pay to the L/C Issuer of any Letter of Credit each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrower receives notice from such L/C Issuer that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation

not repaid by the Borrower as provided in this clause (v) (or any such payment by the Borrower is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Agent of such failure (and, upon receipt of such notice, the Agent shall forward a copy to each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrower with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans.

          (f) Reimbursement Obligations of the Revolving Credit Lenders . Upon receipt of the notice described in clause (v) above from the Agent, each Revolving Lender shall pay to the Agent for the account of such L/C Issuer its Pro Rata Share of such L/C Reimbursement Obligation. By making such payment (other than during the continuation of an Event of Default under Section 7.1(g) or 7.1(h)), such Lender shall be deemed to have made a Revolving Loan to the Borrower, which, upon receipt thereof by such L/C Issuer, the Borrower shall be deemed to have used in whole to repay such L/C Reimbursement Obligation. Any such payment that is not deemed a Revolving Loan shall be deemed a funding by such Lender of its participation in the applicable Letter of Credit and the related L/C Obligations. Such participation shall not otherwise be required to be funded. Upon receipt by any L/C Issuer of any payment from any Lender pursuant to this clause (vi) with respect to any portion of any L/C Reimbursement Obligation, such L/C Issuer shall promptly pay over to such Lender all payments received by such L/C Issuer after such payment by such Lender with respect to such portion.

          (g) Obligations Absolute . The obligations of the Borrower and the Revolving Lenders pursuant to clauses (d), (e) and (f) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 2.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 1.18(g), constitute a legal or equitable

discharge of any obligation of the Borrower or any Revolving Lender hereunder; provided that the foregoing shall not be construed to excuse the L/C Issuer from liability to Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Borrower to the extent permitted by applicable Requirements of Law) suffered by Borrower that are caused by the L/C Issuer’s gross negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

     1.19 Payments During an Event of Default . During the continuance of an Event of Default, the Agent may, and shall upon the direction of Required Lenders apply any and all payments in respect of any Obligation in accordance with clauses first through sixth below. Notwithstanding any provision herein to the contrary, all amounts collected or received by the Agent after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded) and all proceeds received by the Agent as a result of the exercise of its remedies under the Collateral Documents after the occurrence and during the continuance of an Event of Default shall be applied as follows:

     first, to payment of costs and expenses, including Attorney Costs, of the Agent payable or reimbursable by the Credit Parties under the Loan Documents;

     second, to payment of Attorney Costs of Lenders payable or reimbursable by the Borrower under this Agreement;

     third, to payment of all accrued unpaid interest on the Obligations and fees owed to the Agent, Lenders and L/C Issuers;

     fourth, to payment of principal of the Obligations including, without limitation, L/C Reimbursement Obligations then due and payable, any Obligations under any Secured Rate Contract and cash collateralization of L/C Reimbursement Obligations to the extent not then due and payable;

     fifth, to payment of any other amounts owing constituting Obligations; and

     sixth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto.

     In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth above.

ARTICLE II — CONDITIONS PRECEDENT

     2.1 Conditions of Initial Loans . The obligation of each Lender to make its initial Loans and of each L/C Issuer to Issue, or cause to be Issued, the initial Letters of Credit hereunder is subject to satisfaction of the following conditions:

          (a) Loan Documents . There shall have been delivered to the Agent an executed counterpart of each of the Loan Documents to be executed as of the Closing Date.

          (b) Corporate Documents . The Agent shall have received:

     (i) a certificate of a Responsible Officer of each Credit Party dated the Closing Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document of such Credit Party certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Credit Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Credit Party (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate in this clause (i) ); and

     (ii) a certificate as to the good standing of each Credit Party (in so-called “long form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority).

          (c) Officers’ Certificate . The Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of Borrower, confirming compliance with the conditions precedent set forth in Section 2.2(c).

          (d) [ Reserved ].

          (e) Financial Statements; Pro Forma Balance Sheet; Projections . The Lenders shall have received the financial statements described in Section 3.4 and the forecasts of the financial performance of Borrower and its Restricted Subsidiaries.

          (f) Indebtedness and Minority Interests . No Credit Party shall have outstanding any material Indebtedness for borrowed money other than (i) the Loans and L/C Reimbursement Obligations hereunder, (ii) the Indebtedness listed on Schedule 5.1(b) and (iii) Indebtedness owed to Borrower or any Guarantor.

          (g) Opinions of Counsel . The Agent shall have received, on behalf of itself, the L/C Issuer and the Lenders, a favorable written opinion of Weil, Gotshal & Manges LLP, special counsel for the Credit Parties, in form and substance reasonably satisfactory to the Agent, (i) dated the Closing Date, (ii) addressed to the Agent, the L/C Issuer and the Lenders and (iii) covering such other matters relating to the Loan Documents as the Agent shall reasonably request.

          (h) Solvency Certificate . The Agent shall have received a solvency certificate in the form of Exhibit 2.1(h) , dated the Closing Date and signed by a Responsible Officer of Borrower.

          (i) [Reserved] .

          (j) Leverage Ratio . The Agent shall have received a certificate dated as of the Closing Date and signed by a Responsible Officer of the Borrower certifying that the Leverage Ratio for the trailing twelve months ending October 31, 2007 (with Consolidated Indebtedness calculated on a pro forma basis as of the Closing Date after giving effect to the Transactions and the Leverage Ratio calculated on a combined basis) is not greater than 4.50 to 1.00 and attaching calculations in support thereof; provided that for purposes of this clause (j), cash and Cash Equivalents shall be netted against Consolidated Indebtedness regardless of whether Control Agreements are in place.

          (k) Fees . The Arrangers and Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the legal fees and expenses of Latham & Watkins LLP, special counsel to the Agent, and the fees and expenses of any local counsel) required to be reimbursed or paid by Borrower hereunder or under any other Loan Document.

          (l) Personal Property Requirements . The Agent shall have received:

          (i) all certificates or instruments representing or evidencing the Equity Interests required to be pledged pursuant to the Guaranty and Security Agreement, accompanied by stock powers or instruments of transfer undated and endorsed in blank;

          (ii) UCC financing statements in appropriate form for filing under the UCC, and filings with the United States Patent and Trademark Office and the United States Copyright Office as may be necessary or appropriate or, in the reasonable opinion of the Agent, desirable to perfect the Liens created, or purported to be created, by the Collateral Documents; and

          (iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Credit Party as debtor and that are filed in the state and county jurisdictions in which any Credit Party is

organized or maintains its principal place of business and such other searches that the Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to the Agent).

          (m) Insurance . The Agent shall have received a copy of, or a certificate as to coverage under, the property insurance policies required by Section 4.4 , each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable endorsement in form and substance reasonably satisfactory to the Agent.

          (n) USA Patriot Act . The Lenders shall have received, to the extent requested at least 5 Business Days prior to the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

          (o) Other Documents . The Lenders shall have received, without duplication of the foregoing, the items set forth on the Closing Checklist.

     2.2 Conditions to All Borrowings .

     Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Loan or Issue any Letter of Credit, unless, as of the date thereof:

          (a) Notice . The Agent (and, in the case of any Issuance, the relevant L/C Issuer) shall have received, to the extent required by Article II , a written, timely and duly executed and completed Notice of Borrowing, Swingline Request or, as the case may be, L/C Request.

          (b) No Default . At the time of and immediately after giving effect to any Loan (or the Issuance of any Letter of Credit) and the application of the proceeds thereof, no Default or Event of Default shall have occurred and be continuing on such date.

          (c) Representations and Warranties . Each of the representations and warranties made by any Credit Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects on and as of such date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

          (d) Pro Forma Financial Covenant Compliance . After giving pro forma effect to such Loan or Letter of Credit issuance as of the last day of the most recently ended Test Period for which financial statements have been delivered, the Borrower shall be in compliance with the covenants contained in Article VI.

Each of the delivery of a Notice of Borrowing, Swingline Request or L/C Request and the acceptance by the Borrower of the proceeds of any Loan or the Issuance of any Letter of

Credit shall constitute a representation and warranty by Borrower and each other Credit Party that as of the date thereof (both immediately before and after giving effect to such Loan (or the Issuance of such Letter of Credit) and the application of the proceeds thereof) the conditions contained in Sections 2.2(b) and (c) have been satisfied.

ARTICLE III — REPRESENTATIONS AND WARRANTIES

     Each Credit Party represents and warrants to the Agent and each Lender that:

     3.1 Organization; Powers . Each Credit Party (a) is duly organized and validly existing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and to own and lease its property and (c) is qualified and in good standing (to the extent such concept is applicable in the applicable jurisdiction) to do business in every jurisdiction where such qualification is required, except in each case referred to in clause (b) or (c) above, to the extent that failure to do so could not reasonably be expected to result in a Material Adverse Effect.

     3.2 Authorization; Enforceability . The execution, delivery and performance of the Loan Documents by each Credit Party party thereto are within such Credit Party’s powers and have been duly authorized by all necessary action on the part of such Credit Party. This Agreement has been duly executed and delivered by each Credit Party and constitutes, and each other Loan Document to which any Credit Party is to be a party, when executed and delivered by such Credit Party, will constitute, a legal, valid and binding obligation of such Credit Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

     3.3 No Conflicts . The execution, delivery and performance of the Loan Documents by each Credit Party party thereto (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created by the Loan Documents and (iii) consents, approvals, registrations, filings, permits or actions the failure to obtain or perform which could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate the Organizational Documents of any Credit Party, (c) will not violate any Requirement of Law except to the extent such violation could not reasonably be expected to result in a Material Adverse Effect, (d) will not violate or result in a default or require any consent or approval under any indenture, agreement or other instrument binding upon any Credit Party or its property, or give rise to a right thereunder to require any payment to be made by any Credit Party, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (e) will not result in the creation or imposition of any Lien on any property of any Credit Party, except Liens created by the Loan Documents and Permitted Liens.

     3.4 Financial Statements; Projections .

          (a) Historical Financial Statements . Borrower has heretofore delivered to the Lenders (i) the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings as of and for the fiscal years ended December 31, 2005 and December 31, 2006, (ii) the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings for the period from January 10, 2007 through August 31, 2007, prepared in accordance with GAAP, and (iii) the consolidated balance sheets and related statement of income of Holdings for the periods from January 10, 2007 through September 30, 2007 and October 31, 2007, respectively (the financial statements referred to in clause (ii) and (iii), the “Unaudited Financial Statements”), in the case of the Unaudited Financial Statements, without year-end adjustments and footnotes. The Unaudited Financial Statements and all financial statements delivered pursuant to Sections 4.1(a)(i) and (b)(i) have been prepared in accordance with GAAP, and present fairly and accurately in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of the dates and for the periods to which they relate, subject in the case of the Unaudited Financial Statements and the financial statements delivered pursuant to Section 4.1(b)(i) , to the absence of footnotes and normal year-end audit adjustments.

          (b) No Liabilities . Except as set forth in the financial statements referred to in Section 3.4(a) , there are no liabilities of any Credit Party of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect.

          (c) No Material Adverse Effect . Since August 31, 2007, there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

          (d) [Reserved] .

          (e) Forecasts . The forecasts of financial performance of Holdings and its subsidiaries heretofore furnished to the Lenders have been prepared in good faith by Borrower and based on assumptions believed by Borrower to be reasonable at the time of delivery of such forecasts and as of the Closing Date, it being understood that actual results may vary from such forecasts and that such variations may be material.

     3.5 Properties .

          (a) Generally . Each Credit Party has good title to, or valid leasehold interests in, all its property material to its business, free and clear of all Liens except for Permitted Liens and irregularities or deficiencies in title that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

          (b) Collateral . Each Credit Party owns or has rights to use all of the Collateral and all rights with respect to any of the foregoing used in, necessary for each Credit Party’s business as currently conducted, except to the extent the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material

Adverse Effect. The use by each Credit Party of such Collateral and all such rights with respect to the foregoing do not infringe on the rights of any person other than such infringement which could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No claim has been made and remains outstanding that any Credit Party’s use of any Collateral does or may violate the rights of any third party that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

     3.6 Intellectual Property . Each Credit Party owns, or is licensed to use, all patents, patent applications, trademarks, trade names, servicemarks, copyrights, technology, trade secrets, proprietary information, domain names, know-how and processes necessary for the conduct of its business as currently conducted (the “Intellectual Property”), except for those the failure to own or license which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No claim has been asserted and is pending by any person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any Credit Party know of any valid basis for any such claim and the use of such Intellectual Property by each Credit Party does not infringe the rights of any person, except in each case for such claims and infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

     3.7 Equity Interests and Subsidiaries .

          (a) Equity Interests . Schedule 3.7 sets forth a list of (i) all the Subsidiaries of Holdings and their jurisdictions of organization as of the Closing Date and (ii) the number of each class of their Equity Interests outstanding on the Closing Date. Each Credit Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Guaranty and Security Agreement, free of any and all Liens, except (x) the security interest created by the Collateral Documents and (y) nonconsensual Liens permitted by Section 5.2 . As of the Closing Date, there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.

          (b) No Consent of Third Parties Required . No consent of any person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary in connection with the creation, perfection or first priority status of the security interest of the Agent in any Equity Interests pledged to the Agent for the benefit of the applicable Secured Parties under the Guaranty and Security Agreement or the exercise by the Agent of the voting or other rights provided for in the Guaranty and Security Agreement or the exercise of remedies in respect thereof, except for those already obtained.

     3.8 Litigation; Compliance with Laws .

          (a) There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to the knowledge of any Credit Party, threatened against or affecting any Credit Party or any business, property or rights of any Credit Party (i) that involve any Loan Document or (ii) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

          (b) Except for matters covered by Sections 3.17 and 3.20 , no Credit Party or any of its property is in violation of, nor will the continued operation of its property as currently conducted violate, any Requirements of Law (including any zoning or building ordinance, code or approval or any building permits) or is in default with respect to any Requirement of Law, where such violation or default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

     3.9 Federal Reserve Regulations . No Credit Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock. No part of the proceeds of any Loan or any Letter of Credit will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the regulations of the Federal Reserve Board, including Regulation T, U or X. The pledge of the Pledged Collateral pursuant to the Collateral Documents does not violate such regulations.

     3.10 Investment Company Act . No Credit Party is an “investment company” or a company “controlled” by an “investment company,” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

     3.11 Use of Proceeds . Borrower will use the proceeds of (a) the Term Loan to (i) make a distribution to Holdings on the Closing Date to pay a portion of the Closing Dividend and (ii) pay related fees and expenses and the costs and expenses required to be paid pursuant to Section 2.1 and (b) the Revolving Loans and Swing Loans after the Closing Date for general corporate purposes.

     3.12 Taxes . Each Credit Party has (a) timely filed or caused to be timely filed all federal Tax Returns and all state, local and foreign Tax Returns required to have been filed by it and (b) duly and timely paid, collected or remitted or caused to be duly and timely paid, collected or remitted all Taxes (whether or not shown on any Tax Return) due and payable, collectible or remittable by it and all assessments received by it, except Taxes that are being contested in good faith by appropriate proceedings and for which such Credit Party has set aside on its books adequate reserves in accordance with GAAP or to the extent that failure to so file or pay could not reasonably be expected to have a Material Adverse Effect.

     3.13 No Material Misstatements . As of the date hereof, to the knowledge of the Borrower, the written information, report, financial statement, certificate, Notice of Borrowing, Swingling Request, L/C Request, exhibit or schedule furnished by or on behalf of any Credit Party to the Agent or any Lender on or prior to the date hereof in connection with the negotiation of any Loan Document or included therein or delivered

pursuant thereto, taken as a whole, did not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading; provided that (i) to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, each Credit Party represents only that it acted in good faith and utilized reasonable assumptions in the preparation of such information, report, financial statement, exhibit or schedule, it being understood that actual results may vary from such forecasts and that such variations may be material and (ii) no representation is made with respect to information of a general economic or industry specific nature.

     3.14 Labor Matters . As of the Closing Date, there are no strikes, lockouts or slowdowns against any Credit Party pending or, to the knowledge of any Credit Party, threatened. The hours worked by and payments made to employees of any Credit Party have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other applicable federal, state, local or foreign law dealing with such matters in any manner which could reasonably be expected to result in a Material Adverse Effect. All payments due from any Credit Party, or for which any claim may be made against any Credit Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Credit Party except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Credit Party is bound.

     3.15 Solvency . On the Closing Date, immediately after the consummation of the Transactions (a) the fair value of the properties of the Credit Parties, taken as a whole, will exceed their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of the Credit Parties, taken as a whole, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Credit Parties, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the Credit Parties, taken as a whole, will not have unreasonably small capital with which to conduct their business in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing Date.

     3.16 Employee Benefit Plans . Each Credit Party and its ERISA Affiliates is in compliance with the applicable provisions of ERISA and the Code and the regulations thereunder, except for such non-compliance that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts,

exceed the fair market value of the property of all such underfunded Plans by an amount that could reasonably be expected to have a Material Adverse Effect. Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of each Credit Party or its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, could not reasonably be expected to result in a Material Adverse Effect.

To the extent applicable, each Foreign Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable Requirements of Law and has been maintained, where required, in good standing with applicable regulatory authorities, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. No Credit Party has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the end of the most recently ended fiscal year of the respective Credit Party on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign Plan, and for each Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued.

     3.17 Environmental Matters . Except as set forth in Schedule 3.17 or except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect:

          (a) The Credit Parties and their businesses, operations and Real Property are in compliance with, and the Credit Parties have no liability under, any applicable Environmental Law; and under the currently effective business plan of the Credit Parties, no expenditures or operational adjustments will be required in order to comply with applicable Environmental Laws during the next three years;

          (b) The Credit Parties have obtained all Environmental Permits required for the conduct of their businesses and operations, and the ownership, operation and use of their property, all such Environmental Permits are valid and in good standing and, under the currently effective business plan of the Credit Parties, no expenditures or operational adjustments will be required in order to renew or modify such Environmental Permits during the next three years;

          (c) There has been no Release or threatened Release of Hazardous Material on, at, under or from any Real Property or facility presently or, to the knowledge of the Credit Parties, formerly owned, leased or operated by the Credit Parties or their predecessors in interest that could result in liability by the Credit Parties under any applicable Environmental Law;

          (d) There is no Environmental Claim pending or, to the knowledge of the Credit Parties, threatened against the Credit Parties or relating to the operations of the Credit Parties, or relating to the Real Property currently or, to the knowledge of the Credit Parties formerly, owned, leased or operated by the Credit Parties or their predecessors in interest, and there are no actions, activities, circumstances, conditions, events or incidents that could form the basis of such an Environmental Claim;

          (e) No person with an indemnity or contribution obligation to the Credit Parties relating to compliance with or liability under Environmental Law is in default with respect to such obligation;

          (f) No Credit Party is obligated to perform any action or otherwise incur any expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract, agreement or operation of law, and no Credit Party is conducting or financing any investigation, remediation, response or other corrective action pursuant to any Environmental Law with respect to any Real Property or any other location;

          (g) No Real Property or facility owned, operated or leased by the Credit Parties and, to the knowledge of the Credit Parties, no Real Property or facility formerly owned, operated or leased by the Credit Parties or any of their predecessors in interest is (x) listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA, (y) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (z) included on any similar list maintained by any Governmental Authority including any such list relating to petroleum;

          (h) No Lien has been recorded or, to the knowledge of any Credit Party, threatened under any Environmental Law with respect to any Real Property or other assets of the Credit Parties;

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

          (j) The Credit Parties have made available to the Lenders all material records and files in the possession, custody or control of, or otherwise reasonably available to, the Credit Parties concerning compliance with or liability under Environmental Law, including those concerning the actual or suspected existence of Hazardous Material at Real Property or facilities currently or formerly owned, operated, leased or used by the Credit Parties.

     3.18 Insurance . Schedule 3.18 sets forth a true, complete and correct description of all insurance maintained by each Credit Party as of the Closing Date. Except as set forth on Schedule 3.18, each Credit Party has insurance in such amounts

and covering such risks and liabilities as are customary for companies of a similar size engaged in similar businesses in similar locations.

     3.19 Collateral Documents .

          (a) Security Agreement . The Guaranty and Security Agreement is effective to create in favor of the Agent for the benefit of the applicable Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral (other than Real Property) and (i) when financing statements and other filings in appropriate form are filed in the applicable offices and (ii) upon the taking of possession or control by the Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Agent to the extent possession or control by the Agent is required by the Guaranty and Security Agreement), the Liens created by the Guaranty and Security Agreement shall constitute perfected First Priority Liens on, and security interests in, all right, title and interest of the grantors thereunder in such Collateral to the extent such Liens may be perfected by such filings or possession, in each case subject to no Liens other than Permitted Liens.

          (b) Copyright Office Filing . When the Guaranty and Security Agreement or a short form thereof is filed in the United States Copyright Office, the Liens created by the Guaranty and Security Agreement shall constitute perfected First Priority Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Copyrights (each as defined in the Guaranty and Security Agreement), in each case subject to no Liens other than Permitted Liens.

          (c) Mortgages . Each Mortgage to be executed and delivered after the date hereof in accordance with the provisions of Section 4.11 and 4.12 will, when delivered, be effective to create, in favor of the Agent, for its benefit and the benefit of the applicable Secured Parties, legal, valid and enforceable First Priority Liens on, and security interests in, the applicable Credit Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, subject only to Permitted Liens or other Liens acceptable to the Agent, and when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 4.11 and 4 .12 , such Mortgage shall constitute perfected First Priority Liens on, and security interests in, all right, title and interest of such Credit Party in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other person, other than Liens permitted by such Mortgage.

          (d) Valid Liens . Each Collateral Document delivered pursuant to Sections 4.11 and 4.12 will, upon execution and delivery thereof, be effective to create in favor of the Agent, for the benefit of the applicable Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which such possession or control shall be given to the Agent to the extent required by any

Collateral Document), such Collateral Document will constitute perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in such Collateral, in each case subject to no Liens other than Permitted Liens.

     3.20 Foreign Assets Control Regulations and Anti-Money Laundering .

          (a) OFAC . Neither any Credit Party nor any Subsidiary of any Credit Party (i) is a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) to the best of its knowledge, engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner violative of Section 2, or (iii) is a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) regulation or executive order.

          (b) Patriot Act . Each of the Credit Parties and each of their respective Subsidiaries are in compliance, in all material respects, with the Patriot Act.

          (c) FCPA . Each of the Credit Parties and each of their respective Subsidiaries are in compliance, in all material respects with the United States Foreign Corrupt Practices Act of 1977, as amended.

ARTICLE IV — AFFIRMATIVE COVENANTS

     Each Credit Party covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all fees and all other expenses or amounts payable under any Loan Document (other than with respect to contingent obligations under indemnification provisions as to which no claim is pending) shall have been paid in full and all Letters of Credit have been canceled or have expired (or cash collateralized on terms reasonably acceptable to the Agent) and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, each Credit Party will, and will cause each of its Restricted Subsidiaries to:

     4.1 Financial Statements, Reports, etc. Furnish to the Agent:

          (a) Annual Reports . As soon as available and in any event within 120 days after the end of each fiscal year, (i) the consolidated balance sheet of Holdings as of the end of such fiscal year (or, in the case of the fiscal year ending December 31, 2007, for the period from January 10, 2007 to December 31, 2007) and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year, and for each such fiscal year ending on or after December 31, 2009 in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, accompanied by an opinion of Montgomery Coscia Greilich LLP or other independent public accountants of recognized standing (which opinion shall not be

qualified as to scope or contain any going concern or other similar qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Holdings as of the dates and for the periods specified in accordance with GAAP, and (ii) for each fiscal year ending on or after December 31, 2008, a narrative report and management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to budgeted amounts and, for each such fiscal year ending on or after December 31, 2009, the previous fiscal year (it being understood that the information required by Section 4.1(a) may be furnished in the form of a Form 10-K);

          (b) Quarterly Reports . As soon as available and in any event within 45 days after the end of each fiscal quarter, (i) the consolidated balance sheet of Holdings as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year (or, in the case of the fiscal quarter ending December 31, 2007, the period from January 10, 2007 through December 31, 2007) and for each such fiscal quarter ending after the first anniversary of the Closing Date, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Holdings as of the date and for the periods specified in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) with respect to each of the first three fiscal quarters in each fiscal year, a narrative report and management’s discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to budgeted amounts and, for each such fiscal quarter ending after the first anniversary of the Closing Date, to the comparable periods in the previous fiscal year (it being understood that the information required by this Section 4.1(b) may be furnished in the form of a Form 10-Q);

          (c) Monthly Reports . Within 30 days after the end of each of the first two months of each fiscal quarter (commencing with the fiscal month ending November 30, 2007), the consolidated balance sheet of Holdings as of the end of such month and the related consolidated statements of income and cash flows of Holdings for such month and for the then elapsed portion of the fiscal year (or, in the case of the fiscal month ending November 30, 2007, for the period from January 10, 2007 through November 30, 2007), and for each such month ending after the first anniversary of the Closing Date in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated results of operations and cash flows of Holdings as of the date and for the periods specified in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

          (d) Financial Officer’s Certificate . Concurrently with any delivery of financial statements under Section 4.1(a)(i) , (a)(ii) or (b)(i) , a Compliance Certificate (A) certifying that no Default has occurred and is continuing or, if such a Default has

occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) beginning with the fiscal quarter ending December 31, 2007, setting forth computations in reasonable detail demonstrating compliance with the covenants contained in Article VI and, concurrently with any delivery of financial statements under Section 4.1(a)(ii) above (commencing with the fiscal year ending December 31, 2008), setting forth Borrower’s calculation of Excess Cash Flow, and (C) showing a reconciliation of EBITDA to the net income set forth on the statement of income;

          (e) Public Reports . Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Credit Party with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange;

          (f) Budgets . Within 60 days after the beginning of each fiscal year, a budget for Borrower, including balance sheets, statements of income and sources and uses of cash, for each fiscal quarter of such fiscal year prepared in detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets are based, accompanied by the statement of a Financial Officer of Borrower to the effect that the budget of Borrower is based on assumptions believed by Borrower to be reasonable at the time of delivery thereof, it being understood that actual results may vary from such budgets and that any such variation may be material; and

          (g) Other Information . Promptly, from time to time, such other information regarding the operations, business affairs and financial condition of any Credit Party, or compliance with the terms of any Loan Document, as the Agent may reasonably request.

     4.2 Litigation and Other Notices . Furnish to the Agent written notice of the following promptly (and, in any event, within five Business Days of the Borrower obtaining knowledge thereof):

          (a) any Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

          (b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental Authority, (i) against any Credit Party that could reasonably be expected to result in a Material Adverse Effect or (ii) with respect to any Loan Document; and

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

     4.3 Existence; Businesses and Properties .

          (a) Do or cause to be done all things reasonably necessary to preserve, renew and maintain in full force and effect its legal existence, except as otherwise expressly permitted under Section 5.5 or Section 5.6 or, in the case of any Restricted Subsidiary, where the failure to perform such obligations, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

          (b) Do or cause to be done all things reasonably necessary to maintain the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business except where failure to do so would not individually or in the aggregate have a Material Adverse Effect; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decree and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and at all times maintain, preserve and protect all property material to the conduct of its business and keep such property in good working order and condition (other than wear and tear occurring in the ordinary course of business and casualty and condemnation) and from time to time make, or cause to be made, all necessary repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times except, in each case, to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect; provided that nothing in this Section 4.3(b) shall prevent (i) sales of property, consolidations or mergers by or involving any Credit Party in accordance with Section 5.5 or Section 5.6 ; (ii) the withdrawal by any Credit Party of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by any Credit Party of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable.

     4.4 Insurance .

          (a) Generally . Maintain with financially sound and reputable insurers such insurance, to such extent and against such risks as is customary with companies in the same or similar businesses operating in the same or similar locations under similar circumstances, including general commercial liability insurance and insurance with respect to Mortgaged Properties and other properties material to the business of the Credit Parties against such casualties and contingencies and of such types and in such amounts (after giving effect to any self-insurance) with such deductibles as is customary in the case of similar businesses operating in the same or similar locations.

          (b) Requirements of Insurance . All such property and casualty and liability insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Agent of written notice thereof, and (ii) name the Agent as mortgagee, loss payee or an additional insured, as applicable.

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

          (d) Broker’s Report . Deliver to the Agent a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Agent may from time to time reasonably request.

          (e) Mortgaged Properties . No Credit Party that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Credit Party’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Premises, and each Credit Party shall otherwise comply in all material respects with all Insurance Requirements in respect of the Premises; provided , however , that each Credit Party may, at its own expense and after written notice to the Agent, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 4.4 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 4.4 .

     4.5 Obligations and Taxes .

          (a) Payment of Obligations . Pay its Indebtedness and other obligations promptly and in accordance with their terms and pay and discharge promptly when due all material Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien other than a Permitted Lien upon such properties or any part thereof; provided that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as (i) the validity or amount thereof shall be contested in good faith by appropriate proceedings and the applicable Credit Party shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP, or (ii) the failure to pay could not reasonably be expected to result in a Material Adverse Effect.

          (b) Tax Shelter Reporting . Borrower does not intend to treat the Loans as being a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4. In the event Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof.

     4.6 Employee Benefits . (a) Maintain each plan in compliance in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Agent (x) as soon as possible after, and in any event within 5 Business Days after any Responsible Officer of the Borrower knows that any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Credit Parties or any of their ERISA Affiliates that could reasonably be expected to result in a Material Adverse Effect or the imposition of a Lien, a statement of a Financial Officer of Borrower setting forth details as to such ERISA Event and the action, if any, that the Credit Parties propose to take with respect thereto, and (y) upon request by the Agent, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Credit Party or any ERISA Affiliate with the IRS with respect to each Plan; (ii) the most recent actuarial valuation report for each Plan; (iii) all notices received by any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan (or employee benefit plan sponsored or contributed to by any Credit Party) as the Agent shall reasonably request.

     4.7 Maintaining Records; Access to Properties . Keep proper books of record and account in which full, true and correct entries in conformity with GAAP are made of all dealings and transactions in relation to its business and activities. Each Credit Party will permit any representatives designated by the Agent (or any Lender if accompanying the Agent) to visit and inspect the financial records and the property of such Credit Party at reasonable times during normal business hours and as reasonably requested with reasonable advance notice and to make extracts from and copies of such financial records, and permit any representatives designated by the Agent (or any Lender if accompanying the Agent) to discuss the affairs, finances, accounts and condition of any Credit Party with the officers and employees thereof and advisors therefor (including independent accountants); provided , however , if no Event of Default has occurred and is continuing, the Agent and the Lenders collectively may visit and inspect the Credit Parties not more often than one time during any calendar year at Borrower’s expense (and each subsequent visit during such calendar year shall be at the expense of the visiting Lenders); provided, further, that after the occurrence and during the continuance of an Event of Default, the Agent (or any Lender if accompanying the Agent) (or any of their respective representatives or independent contractors) may do any of the foregoing at Borrower’s expense at any time during normal business hours with reasonable advance notice. The Agent and the Lenders shall give Borrower the opportunity to present in any discussions with Borrower’s accountants.

     4.8 Use of Proceeds . Use the proceeds of the Loans and incurrence of Letter of Credit Obligations only for the purposes set forth in Section 3.11 .

     4.9 Compliance with Environmental Laws; Environmental Reports .

          (a) Comply, and take commercially reasonable steps to cause all lessees and other persons occupying Real Property of any Credit Party to comply, in all material respects with all Environmental Laws and Environmental Permits applicable to

its operations and Real Property; obtain and renew all material Environmental Permits applicable to its operations and Real Property; and conduct all Responses required by, and in accordance with, Environmental Laws; provided that no Credit Party shall be required to undertake any Response to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP or the failure to so undertake could not reasonably be expected to result in a Material Adverse Effect.

          (b) If an Event of Default caused by reason of a breach of Section 3.17 or Section 4.9(a) shall have occurred and be continuing for more than 60 days without the Credit Parties commencing activities reasonably likely to cure such Event of Default in accordance with Environmental Laws, at the written request of the Agent or the Required Lenders through the Agent, provide to the Lenders within 60 days after such request, at the expense of Borrower, an environmental assessment report regarding the matters which are the subject of such Event of Default, including, where appropriate, soil and/or groundwater sampling, prepared by an environmental consulting firm and, in the form and substance, reasonably acceptable to the Agent and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or Response to address them.

     4.10 Interest Rate Protection . No later than the 120th day after the Closing Date, Borrower shall enter into, and thereafter maintain, Rate Contracts that result in at least 50% of the aggregate principal amount of the Term Loan being effectively subject to a fixed or maximum interest rate, which agreements shall provide for not less than a two (2) year term and containing such other terms as are customary.

     4.11 Additional Collateral; Additional Guarantors .

          (a) Subject to the terms of this Section 4.11 , with respect to any property acquired after the Closing Date by any Credit Party that is intended to be subject to the Lien created by any of the Collateral Documents but is not so subject, promptly (and in any event within 10 days after the acquisition thereof (or such later period acceptable to the Agent in its discretion)) (i) execute and deliver to the Agent amendments or supplements to the relevant Collateral Documents or such other documents as the Agent shall reasonably deem necessary or advisable to grant to the Agent, for its benefit and for the benefit of the other applicable Secured Parties, a First Priority Lien on such property subject to no Liens other than Permitted Liens, and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Agent. The Borrower shall otherwise take such actions and execute and/or deliver to the Agent such documents as the Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Collateral Documents on such after-acquired properties.

          (b) With respect to any person that is or becomes a Restricted Subsidiary of a Credit Party after the Closing Date (other than an Excluded Subsidiary),

promptly (and in any event within 10 days after such person becomes a Restricted Subsidiary (or such later period acceptable to the Agent in its discretion)) (i) deliver to the Agent the certificates, if any, representing all of the Equity Interests of such Restricted Subsidiary, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Restricted Subsidiary to any Credit Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party and (ii) if such new Restricted Subsidiary is a wholly owned Domestic Subsidiary, cause such new Restricted Subsidiary (A) to execute a joinder agreement to this Agreement and a joinder agreement to the Guaranty and Security Agreement, in each case in form and substance reasonably satisfactory to the Agent and (B) to take all actions reasonably necessary or advisable in the opinion of the Agent to cause the Lien created by the applicable Collateral Document to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Agent. Notwithstanding the foregoing, (1) the Equity Interests required to be delivered to the Agent pursuant to clause (i) of this Section 4.11(b) shall not include any Equity Interests of a Foreign Subsidiary created or acquired after the Closing Date; provided that this exception shall not apply to Equity Interests of any Foreign Subsidiary (other than a Foreign Subsidiary which is also an Immaterial Subsidiary) which is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code) representing 65% of all outstanding Equity Interests of such Foreign Subsidiary and (2) no Foreign Subsidiary shall be required to take the actions specified in clause (ii) of this Section 4.11(b) .

          (c) Promptly grant to the Agent within 10 days of the acquisition thereof (or such later period acceptable to the Agent in its discretion), a security interest in and Mortgage on each Real Property owned in fee by such Credit Party as is acquired by such Credit Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $250,000, in each case, as additional security for the applicable Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 5.2 ). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Liens or other Liens acceptable to the Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. The applicable Credit Party shall otherwise take such actions and execute and/or deliver to the Agent such documents as the Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including (i) a title policy, (ii) any existing survey and (iii) a local counsel opinion, in each case in form and substance reasonably satisfactory to the Agent, in respect of such Mortgage).

     4.12 Security Interests; Further Assurances . Promptly, upon the reasonable request of the Agent, at the Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Collateral Documents or otherwise deemed by the Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except Permitted Liens. Deliver or cause to be delivered to the Agent from time to time such other documentation in form and substance reasonably satisfactory to the Agent as the Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Collateral Documents. During the continuation of an Event of Default, upon the exercise by the Agent of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver all applications, certifications, instruments and other documents and papers that the Agent may reasonably require. If the Agent reasonably determines that it is required by a Requirement of Law to have appraisals prepared in respect of the Real Property of any Credit Party constituting Collateral, Borrower shall provide to the Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Agent.

     4.13 Information Regarding Collateral . If any Credit Party shall effect any change (i) in such Credit Party’s legal name, (ii) in such Credit Party’s organizational identification number, if any, or (iii) in such Credit Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), it shall give the Agent 5 Business Days prior written notice (or such shorter period acceptable to the Agent in its discretion) of any such change, clearly describing such change and providing such other info