AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT

Exhibit 10.2

Execution Version

Published CUSIP Number: 48354VAD4

AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT

Dated as of September 17, 2009

among

KAMAN CORPORATION,
as Borrower,

BANK OF AMERICA, N.A.
and
THE BANK OF NOVA SCOTIA,
as the Co-Administrative Agents for the Lenders,

BANK OF AMERICA, N.A.,
as the Administrator and Collateral Agent,

The Other Lenders Party Hereto,

and

BANC OF AMERICA SECURITIES LLC,
and
THE BANK OF NOVA SCOTIA,
as the Co-Lead Arrangers and Book Managers

TABLE OF CONTENTS

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SCHEDULES

EXHIBITS

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AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT

     This AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT (“ Agreement ”) is entered into as of September 17, 2009, among KAMAN CORPORATION , a Connecticut corporation (the “ Company ” or the “ Borrower ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), BANK OF AMERICA, N.A. (“ Bank of America ”), and THE BANK OF NOVA SCOTIA (“ Scotia Capital ”), as Co-Administrative Agents (individually, together with its successors and assigns in such capacity, a “ Co-Administrative Agent ” and collectively, the “ Co-Administrative Agents ”) for the Lenders, and BANK OF AMERICA , as the Administrator for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “ Administrator ”) and as Collateral Agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “ Collateral Agent ”).

      WHEREAS , pursuant to that certain Term Loan Credit Agreement (as amended, supplemented or otherwise modified prior to the Closing Date, the “ Original Credit Agreement ”) dated as of October 29, 2008 (the “ Original Closing Date ”), among the Borrower, certain of the Lenders, the Co-Administrative Agents and the Administrator, the Lenders party thereto, subject to the terms and conditions contained therein, provided term loans to the Borrower;

      WHEREAS , the Borrower has requested, among other things, to amend and restate the Original Credit Agreement, and the Lenders are willing to amend and restate the Original Credit Agreement on the terms and conditions set forth herein;

      NOW, THEREFORE , the Borrower, the Lenders, each Co-Administrative Agent and the Administrator agree that on the Closing Date the Original Credit Agreement is hereby amended and restated in its entirety as set forth herein and shall remain in full force and effect only as set forth herein.

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

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

     “ Acquisition ” means any transaction or series of related transactions consummated on or after the Original Closing Date, by which the Company or any of its Subsidiaries (a) acquires any ongoing business or all or substantially all of the assets of any Person or division thereof, whether through purchase of assets, merger or otherwise, or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) a majority of the securities of a corporation, which securities have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage and voting power) of the outstanding partnership interests of a partnership or membership interests of a limited liability company.

     “ Administrative Questionnaire ” means an Administrative Questionnaire in form and substance satisfactory to the Administrator.

     “ Administrator ” means Bank of America as the “Administrator” hereunder and any successor, transferee and assign thereof in such capacity.

     “ Administrator Fee Letter ” means that letter, dated as of August 26, 2008, among the Administrator, Banc of America Securities LLC and the Company in connection with the Original Credit Agreement.

     “ Administrator’s Funding Office ” means, with respect to any currency, the Administrator’s address and, as appropriate, account set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrator may from time to time notify the Company.

     “ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

     “ Agreement ” means this Amended and Restated Term Loan Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.

     “ Alternative Currency ” means each of Euro, Sterling, Australian Dollar and each other currency (other than Dollars) that is approved in accordance with Section 1.06 .

     “ Alternative Currency Equivalent ” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrator at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

     “ Alternative Currency Sublimit ” means the Dollar Equivalent of all Loans outstanding that are denominated in Alternative Currencies (calculated as of the date such Loans are made), which sublimit shall decrease on a proportional basis as a result of any payments of principal of any Loans that are denominated in Alternative Currencies.

     “ Annual Basket Amount ” has the meaning specified in Section 7.06(e) .

     “ Annual Period ” has the meaning specified in Section 7.06(e) .

     “ Applicable Percentage ” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the total outstanding Loans represented by such Lender’s outstanding Loans at such time. If the Loans have been repaid, then the Applicable Percentage of each Lender shall be determined based on the Loans of such Lender most recently in effect, giving effect to any subsequent assignments.

     “ Applicable Rate ” means a percentage based upon the highest of the then applicable credit ratings from S&P with respect to Public Senior Debt (whether or not any is outstanding) as follows:

Applicable Rate

     The Applicable Rate shall be adjusted on the Business Day after any announcement, change, or withdrawal of S&P’s rating of the Company’s Public Senior Debt; provided , that if at any time the Public Senior Debt of the Company is not rated by S&P, or if at any time S&P is not in the business of rating debt securities such as the Company’s Public Senior Debt, then the Company and the Lenders shall enter into good faith negotiations to establish an alternate basis for determining the Applicable Rate, either with reference to credit ratings from an alternative rating agency for the Public Senior Debt or on some other basis mutually acceptable to the Company and the Lenders; provided further , that until such an alternate basis for determining the Applicable Rate is established, the Applicable Rate shall be the Applicable Rate in effect immediately prior to such occurrence. The Company covenants and agrees with each of the Co-Administrative Agents and the Lenders to at all times use its best efforts to cause S&P to issue credit ratings (either publicly or in the form of letters to the Co-Administrative Agents) for its Public Senior Debt.

     “ Applicable Time ” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrator to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

     “ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

     “ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

     “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b) ), and accepted by the Company and each Co-Administrative Agent, in substantially the form of Exhibit D or any other form approved by each Co-Administrative Agent.

     “ AUD ” or “ Australian Dollar ” means the lawful currency of Australia.

     “ Audited Financial Statements ” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended December 31, 2008, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries, including the notes thereto.

     “ Bank of America ” means Bank of America, N.A. and its successors.

     “ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, and (c) BBA LIBOR for a Loan in Dollars for a one-month Interest Period, plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

     “ Base Rate Loan ” means all or any portion of any Loan made hereunder that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.

     “ BBA LIBOR ” means the British Bankers Association LIBOR Rate, as published by Reuters (or, where the rate is undeterminable from Reuters, another commercially available source providing quotations of BBA LIBOR as designated by the Administrator from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of the applicable Interest Period.

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

     “ Borrower Materials ” has the meaning specified in Section 6.02 .

     “ Borrowing ” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01(a) .

     “ Brookhouse Investments ” means Investments in an amount not to exceed $125,000,000 in the aggregate made by the Company or any of its Subsidiaries, in Kaman UK Holdings Limited or any of its Subsidiaries pursuant to the UK Acquisition (it being understood that $93,800,000 of such Investments have been invested prior to the Closing Date and the remaining $31,200,000 of such Investments may be made after the Closing Date); provided , however , that to the extent any such Investments are in the form of intercompany loans, such intercompany loans may be repaid and additional intercompany loans may be made in an aggregate amount not to exceed the amount of such repayments.

     “ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, (i) the state where the Administrator’s Funding Office with respect to Obligations denominated in Dollars is located, (ii) Hartford, Connecticut, (iii) New York, New York or (iv) Boston, Massachusetts, and:

     (a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

     (b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day;

     (c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and

     (d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

     “ Canadian Dollar ” or “ CAD ” means the lawful currency of Canada.

     “ Capital Expenditures ” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations).

     “ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrator, for the benefit of the Lenders, as collateral for the Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Administrator (which documents are hereby consented to by the Lenders).

     “ Cash Equivalents ” means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens (other than Liens created under the Collateral Documents and other Liens permitted hereunder):

     (a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof;

     (b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United

States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than 270 days from the date of acquisition thereof;

     (c) commercial paper issued by any Person organized under the laws of any state of the United States and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 270 days from the date of acquisition thereof; and

     (d) Investments, classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition.

     “ Cash Management Agreement ” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.

     “ Cash Management Bank ” means any Person that is a Lender or an Affiliate of a Lender and is party to a Cash Management Agreement (or was a Lender or an Affiliate of a Lender at the time such Person entered into such Cash Management Agreement) in its capacity as a party to such Cash Management Agreement.

     “ CFC ” means a Person that is a controlled foreign corporation under Section 957 of the Code.

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

     “ Change of Control ” means an event or series of events by which:

     (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “ option right ”)), directly or indirectly, of 35% or more of the equity securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the

Company on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or

     (b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors).

     “ Closing Date ” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01 .

     “ Co-Administrative Agent ” and “ Co-Administrative Agents ” shall have the respective meanings ascribed to such terms in the introductory paragraph hereto.

     “ Code ” means the Internal Revenue Code of 1986 and all rules and regulations promulgated pursuant thereto, as the same may from time to time be supplemented or amended.

     “ Co-Lead Arrangers ” means Banc of America Securities LLC and Scotia Capital, in their respective capacities as co-lead arrangers and co-book managers.

     “ Co-Lead Arrangers Fee Letter ” means that letter dated as of August 26, 2008 between the Co-Administrative Agents, Banc of America Securities LLC, and the Company in connection with the Original Credit Agreement.

     “ Collateral ” means all of the “ Collateral ” referred to in the Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties.

     “ Collateral Agent ” has the meaning specified in the introductory paragraph hereto.

     “ Collateral Documents ” means, collectively, the Security Agreement, the Securities Pledge Agreement, the Share Charge, the Intellectual Property Security Agreements, each of the security agreements, pledge agreements or other similar agreements or supplements delivered to the Collateral Agent pursuant to Section 4.01 or Section 6.13 , and each of the other agreements, instruments, supplements or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

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

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

     “ Consolidated Adjusted Fixed Charge Coverage Ratio ” means, at any date of determination, the ratio of (a) Consolidated EBITA for the most recently completed Measurement Period, to (b) the sum of (i) Consolidated Interest Charges (net of cash income from Investments) payable in cash, (ii) the aggregate principal amount of all regularly scheduled principal payments of outstanding Indebtedness for borrowed money, (iii) all dividends or other distributions with respect to any Equity Interests of the Company or any Subsidiary payable in cash, and (iv) the aggregate amount of Federal, state, local, and foreign income taxes paid in cash, in each case, for or by the Company and its Subsidiaries for or during such Measurement Period.

     “ Consolidated EBITA ” means, for any period, Consolidated EBITDA minus depreciation expense to the extent such expense is included in calculating Consolidated EBITDA.

     “ Consolidated EBITDA ” means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income tax expense by the Company and its Subsidiaries for such period, (iii) depreciation and amortization expense and (iv) other non-recurring or extraordinary expenses of the Company and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax benefits of the Company and its Subsidiaries for such period and (ii) all non-recurring or extraordinary gains of the Company and its Subsidiaries increasing such Consolidated Net Income which do not represent a cash item in such period or any future period.

     “ Consolidated Interest Charges ” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Company and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Company and its Subsidiaries with respect to such period under capital leases that is treated as interest in accordance with GAAP.

     “ Consolidated Net Income ” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the net income of the Company and its Subsidiaries for that period.

     “ Consolidated Net Worth ” means the Company’s consolidated shareholders’ equity on any date of determination (including any and all Qualifying Preferred Stock) as determined under GAAP.

     “ Consolidated Senior Secured Indebtedness ” means Consolidated Total Indebtedness of the Company and its Subsidiaries to the extent such Indebtedness is secured by a Lien (including, without limitation, the Obligations and the obligations under the Revolving Loan Documents).

     “ Consolidated Senior Secured Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Senior Secured Indebtedness as of the last day of the most recently ended Measurement Period to (b) Consolidated EBITDA for such Measurement Period.

     “ Consolidated Total Indebtedness ” means, as of any date of determination, consolidated Indebtedness (which amount, for the avoidance of doubt, shall include all types of Indebtedness listed in the definition of such term contained herein) of the Company and its Subsidiaries in accordance with GAAP.

     “ Consolidated Total Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness as of the last day of the most recently ended Measurement Period to (b) Consolidated EBITDA for such Measurement Period.

     “ Contingent Liability ” means any liability, indebtedness or obligation of the type described in Section 7.03 .

     “ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

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

     “ Copyright Security Agreement ” means that certain Memorandum of Grant of Security Interest in Copyrights, executed and delivered on the Closing Date, among the Loan Parties and the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent and any other Copyright Security Agreement or joinder or supplement thereto that may be entered into after the Closing Date, each as amended, supplemented or otherwise modified from time to time.

     “ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

     “ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

     “ Default Rate ” means an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided , however , that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate and any Mandatory Cost) otherwise applicable to such Loan plus 2% per annum.

     “ Defaulting Lender ” means any Lender that (a) has failed to fund any portion of the Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder unless such failure has been cured, (b) has otherwise failed to pay over to the Administrator or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute or unless such failure has been cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

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

     “ Dollar Equivalent ” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrator at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

     “ Domestic Subsidiary ” means any Subsidiary that is organized under the laws of the United States, a state thereof or the District of Columbia.

     “ Domestic Subsidiary Guarantee ” means each Domestic Subsidiary Guarantee executed and delivered by each Domestic Subsidiary of the Company in favor of the Secured Parties, in form and substance reasonably satisfactory to the Co-Administrative Agents, as amended, supplemented, amended and restated or otherwise modified from time to time.

     “ Domestic Subsidiary Guarantor ” means any Domestic Subsidiary of the Company which (i) has executed a Domestic Subsidiary Guarantee pursuant to Section 4.01(a) of this Agreement on the Closing Date or (ii) is required to execute a Domestic Subsidiary Guarantee in accordance with Section 6.13 of this Agreement.

     “ Eligible Assignee ” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by (i) each Co-Administrative Agent and (ii) unless an Event of Default has occurred and is continuing, the Company (each such approval not to be unreasonably withheld or delayed); provided , that notwithstanding the foregoing, “Eligible Assignee” shall not include the Company or any of the Company’s Affiliates or Subsidiaries.

     “ EMU Legislation ” means the legislative measures of the European Council for the introduction of, changeover to, or operation of, a single or unified European currency.

     “ Environmental Laws ” means any and all Requirements of Law regulating, relating to or imposing liability or standards or conduct concerning, any Hazardous Materials or environmental protection.

     “ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from, or based upon, (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure

to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

     “ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974 and all rules and regulations promulgated pursuant thereto, as the same may from time to time be supplemented or amended.

     “ ERISA Affiliate ” means, with respect to the Borrower, any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b), (c), (m) or (o) of the Code.

     “ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Company, the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company, the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company, the Borrower or any ERISA Affiliate.

     “ Euro ” and “ EUR ” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

     “ Eurocurrency Rate ” means, for any Interest Period with respect to a Eurocurrency Rate Loan, the rate per annum equal to BBA LIBOR for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurocurrency Rate” for such Interest Period shall be the rate per annum determined by the Administrator to be the rate at which deposits in the relevant currency for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or

converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch (or other Bank of America branch or Affiliate) to major banks in the London or other offshore interbank market for such currency at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

     “ Eurocurrency Rate Loan ” means a Loan that bears interest at a rate based on the Eurocurrency Rate. Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency. All Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans.

     “ Event of Default ” has the meaning specified in Section 8.01 .

     “ Excluded Taxes ” means, with respect to each Co-Administrative Agent, the Administrator, the Collateral Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of Section 3.01(e)(ii) , and (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Company under Section 10.13 ), any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of Section 3.01(e)(ii) , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a)(ii) or (iii) . Notwithstanding anything to the contrary contained in this definition, “Excluded Taxes” shall not include any withholding tax imposed at any time on payments made by or on behalf of a Foreign Loan Party to any Lender hereunder or under any other Loan Document, provided that such Lender shall have complied with Section 3.01(e)(i) .

     “ FASB Standards ” means the standards established by the Financial Accounting Standards Board, in effect from time to time.

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

Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrator.

     “ Fee Letters ” means the Administrator Fee Letter and the Co-Lead Arrangers Fee Letter.

     “ Foreign Lender ” means, with respect to the Borrower, any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each state thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

     “ Foreign Loan Party ” means a Loan Party that is a Foreign Subsidiary.

     “ Foreign Subsidiary ” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a state thereof or the District of Columbia.

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

     “ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

     “ GAAP ” means generally accepted accounting principles, as in effect from time to time, applied on a consistent basis.

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

     “ Guarantee ” means, in relation to any Person, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any liabilities of any other Person in any manner, whether directly or indirectly. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

     “ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

     “ Hedge Bank ” means any Person that is a Lender or an Affiliate of a Lender and is party to a Swap Contract required or permitted under Article VI or VII (or was a Lender or an Affiliate of a Lender at the time such Person entered into such Swap Contract) in its capacity as a party to such Swap Contract.

     “ Increase Effective Date ” has the meaning specified in Section 2.15(d) .

     “ Incremental Term Loan ” has the meaning specified in Section 2.15(a) .

     “ Indebtedness ” means, in relation to any Person, without duplication: (a) all obligations of such Person for borrowed money; (b) all obligations of such Person evidenced by bonds, debentures or notes or similar instruments which (in the case of such similar instruments only) are held by financial institutions; (c) all obligations, contingent or otherwise, relative to the Stated Amount of any letters of credit, whether or not drawn, issued for the account of such Person; (d) all obligations of such Person upon which interest charges are customarily paid, excluding trade indebtedness incurred in the ordinary course of business; (e) all obligations of such Person issued or assumed as the deferred purchase price of property (other than trade indebtedness incurred in the ordinary course of business); (f) all capitalized lease obligations of such Person; (g) all obligations of such Person as an account party in respect of bankers’ acceptances; and (h) all Guarantees of such Person in respect of any of the foregoing.

     For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any capitalized lease as of any date shall be deemed to be the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

     “ Indemnified Taxes ” means Taxes other than Excluded Taxes.

     “ Information ” has the meaning specified in Section 10.07 .

     “ Intellectual Property Security Agreements ” means the Trademark Security Agreement, the Patent Security Agreement and the Copyright Security Agreement.

     “ Intercreditor Agreement ” means that certain Intercreditor Agreement dated as of even date herewith by and among the Administrator, on behalf of the Lenders, Bank of America, as “Administrator” on behalf of the Revolving Loan Lenders, the Collateral Agent, and acknowledged by the Loan Parties, as amended, restated, supplemented or otherwise modified from time to time, in substantially the form of Exhibit E hereto.

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

     “ Interest Period ” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Company in its Loan Notice; provided that:

     (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

     (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

     (c) no Interest Period shall extend beyond the Maturity Date.

     “ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

     “ IP Rights ” has the meaning specified in Section 5.22 .

     “ IRS ” means the United States Internal Revenue Service.

     “ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

     “ Lender ” and “ Lenders ” has the meaning specified in the introductory paragraph hereto.

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

     “ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

     “ Line Banks ” means (a) Scotia Capital, together with any Affiliate thereof, and (b) RBS Citizens, National Association, together with any Affiliate thereof, in each case, so long as such Person (or its Affiliate) remains a Lender hereunder.

     “ Loan ” means an extension of credit by a Lender to the Borrower under Article II .

     “ Loan Documents ” means (i) this Agreement, the Notes, each Domestic Subsidiary Guarantee, each Loan Notice, each Collateral Document, each Fee Letter, the Intercreditor Agreement and each other letter (including, without limitation, fee letters), notice, agreement, certificate, document or instrument delivered in connection with this Agreement and (ii) any agreements or instruments pursuant to which the Obligations of the Company or any other Loan Party under this Agreement, any of the Notes or any of the other Loan Documents are refunded, refinanced or replaced (in whole or in part) from time to time, as such agreements, certificates, documents and instruments referred to in clauses (i) and (ii) of this definition may from time to time be amended, supplemented, restated, renewed or otherwise modified.

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

     “ Loan Parties ” means the Borrower, each Domestic Subsidiary Guarantor, and any other Subsidiary of the Borrower obligated under any Loan Document.

     “ Mandatory Cost ” means, with respect to any period, the percentage rate per annum determined in accordance with Schedule 1.01 .

     “ Material Adverse Effect ” means any of the following: (a) any materially adverse effect on the business, assets, properties, operations, prospects or condition, financial or otherwise, of the Company and its Subsidiaries taken as a whole; (b) any material impairment of the ability of the Borrower to perform any of its obligations under this Agreement, the Notes or any other Loan Document; (c) any impairment of the ability of any Domestic Subsidiary Guarantor to perform any of its obligations under any Domestic Subsidiary Guarantee or other Loan Documents which impairment would either (i) have a material adverse effect on the obligations of all the Domestic Subsidiary Guarantors under the Domestic Subsidiary Guarantees or such other Loan Document, when taken together as a whole, or (ii) result in non-compliance with Section 6.07 ; or (d) any impairment of the validity or enforceability of this Agreement, the Notes or any other Loan Documents or any of the rights, remedies or benefits to any Co-Administrative Agent, the Collateral Agent, the Administrator or the Lenders under this Agreement, the Notes, any Domestic Subsidiary Guarantee, any Collateral Document or any other Loan Document.

     “ Material Subsidiary ” means any Subsidiary that is not a Non-Material Subsidiary.

     “ Maturity Date ” means October 29, 2012.

     “ Measurement Period ” means, at any date of determination, the most recently completed four fiscal quarters of the Company.

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

     “ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding six plan years, has made or been obligated to make contributions.

     “ Non-Material Subsidiary ” means any Subsidiary from time to time identified as a Non-Material Subsidiary by the Company in writing to the Co-Administrative Agents and the Administrator; provided that the revenues of all such Subsidiaries (on a consolidated basis) for the fiscal year most recently ended shall not exceed 10% of the consolidated revenues generated by the Company and its Subsidiaries for such fiscal year.

     “ Note ” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender to the Borrower, substantially in the form of Exhibit B .

     “ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, Secured Cash Management Agreement, Secured Hedge Agreement or Secured Line, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided , that Obligations under Secured Cash Management Agreements, Secured Hedge Agreements and Secured Lines shall not exceed $35,000,000 in the aggregate at any time.

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

     “ Original Closing Date ” has the meaning specified in the recitals hereto.

     “ Original Credit Agreement ” has the meaning specified in the recitals hereto.

     “ Original Loan Documents ” means the Original Credit Agreement and all other “Credit Documents” (as defined in the Original Credit Agreement) entered into in connection with the Original Credit Agreement.

     “ Original Loans ” has the meaning specified in Section 2.01(a) .

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

     “ Outstanding Amount ” means on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount of the Loans after giving effect to any borrowings and prepayments or repayments of such Loans occurring on such date.

     “ Overnight Rate ” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrator in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market.

     “ Participant ” has the meaning specified in Section 10.06(d) .

     “ Participating Member State ” means each state so described in any EMU Legislation.

     “ Patent Security Agreement ” means that certain Patent Collateral Assignment and Security Agreement, executed and delivered on the Closing Date, among the Loan Parties and the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent and any other Patent Security Agreement or joinder or supplement thereto that may be entered into after the Closing Date, each as amended, supplemented or otherwise modified from time to time.

     “ PBGC ” means the Pension Benefit Guaranty Corporation.

     “ Pension Funding Rules ” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date as to such Pension Plan of the Pension Protection Act of 2006, Section 412 of the Code and Section 302 of ERISA each as in effect prior to the Pension Protection Act of 2006 and, thereafter, Sections 412 and 430 of the Code and Sections 302 and 303 of ERISA.

     “ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Company or any ERISA Affiliate or to which the Company or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of

a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding six plan years.

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

     “ Plan ” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established, maintained or contributed to by the Company or, with respect to any such plan that is subject to the Pension Funding Rules, any ERISA Affiliate.

     “ Platform ” has the meaning specified in Section 6.02 .

     “ Pledged Stock Collateral ” means “Pledged Collateral” as defined in Section 1 of the Securities Pledge Agreement.

     “ Pledged Debt ” has the meaning specified in Section 4.1 of the Security Agreement.

     “ Public Lender ” has the meaning specified in Section 6.02 .

     “ Public Senior Debt ” means long-term, publicly held senior unsecured non-credit enhanced indebtedness of the Company (whether or not outstanding).

     “ Qualifying Preferred Stock ” means any issued and outstanding preferred stock of the Company with respect to which no mandatory redemption or repurchase is or could be required of the Company or any of its Subsidiaries prior to the Maturity Date.

     “ Real Estate ” means any real estate owned or operated by the Company or any of its Subsidiaries.

     “ Register ” has the meaning specified in Section 10.06(c) .

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

     “ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

     “ Required Lenders ” means, as of any date of determination, Lenders holding in the aggregate more than 50% of the Total Outstandings; provided that the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; provided , further , that, any time there are four or more Lenders, and any two Lenders in the aggregate hold greater than 50% of the outstanding principal amount of the Loans outstanding on such date, at least three Lenders shall be required to constitute “Required Lenders” on such date.

     “ Responsible Officer ” means the chief executive officer, president, vice president-finance, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party. Any

document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

     “ Revaluation Date ” means with respect to any Loan, each of the following: (a) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (b) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.02 , and (c) such additional dates as the Administrator shall determine or the Required Lenders shall require as a result of exchange rate fluctuations or similar circumstances.

     “ Revolving Credit Agreement ” means that certain Revolving Credit Agreement, dated as of September 17, 2009, among the Company, certain Subsidiaries of the Company from time to time party thereto, Bank of America and Scotia Capital, as co-administrative agents for the Revolving Loan Lenders, Bank of America, as the administrator for the Revolving Loan Lenders and as the collateral agent, and the Revolving Loan Lenders, as the same shall be amended, supplemented or otherwise modified from time to time.

     “ Revolving Loan Documents ” means the “Loan Documents” as defined in the Revolving Credit Agreement.

     “ Revolving Loan Lenders ” means those “Lenders” as defined in and party to the Revolving Credit Agreement.

     “ Revolving Loans ” means the “Loans” as defined in the Revolving Credit Agreement.

     “ Same Day Funds ” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrator to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

     “ Scotia Capital ” means The Bank of Nova Scotia.

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

     “ Secured Cash Management Agreement ” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank.

     “ Secured Hedge Agreement ” means any interest rate Swap Contract permitted under Article VI or VII that is entered into by and between any Loan Party and any Hedge Bank.

     “ Secured Lines ” means (a) so long as Scotia Capital remains a Lender hereunder, the Operating Credit Facility dated May 21, 1991, as amended on October 9, 1998, in the amount of CAD 3,250,000 between Scotia Capital and Kaman Industrial Technologies Ltd. and (b) so long as RBS Citizens, National Association remains a Lender hereunder, the Multi-Option Facility

dated July 28, 2009 in the amount of Sterling 2,000,000 between Royal Bank of Scotland Plc (an Affiliate of RBS Citizens, National Association), acting as agent for National Westminster Bank Plc, and Brookhouse Holdings Limited and its Affiliates.

     “ Secured Parties ” means, collectively, the Co-Administrative Agents, the Administrator, the Collateral Agent, the Lenders, the Hedge Banks, the Cash Management Banks, the Line Banks, each co-agent or sub-agent appointed by the Co-Administrative Agents or the Administrator from time to time pursuant to Section 9.05 , and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

     “ Securities Act ” means the Securities Act of 1933, as amended.

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

     “ Securities Pledge Agreement ” means (a) that certain Securities Pledge Agreement dated as of even date herewith by and among the Loan Parties and the Collateral Agent, as amended and in effect from time to time and (b) any other agreement pursuant to which the Equity Interests (or any portion thereof) of a Subsidiary of any Loan Party are pledged to the Collateral Agent for the benefit of the Secured Parties to secure the Obligations.

     “ Security Agreement ” means that certain Security Agreement dated as of even date herewith by and among the Loan Parties and the Collateral Agent, as amended and in effect from time to time.

     “ Share Charge ” means that certain Share Charge, dated as of September 17, 2009, by and among Kaman Aerospace Group, Inc., Kaman UK Holdings Limited and the Collateral Agent.

     “ Solvent ” and “ Solvency ” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

     “ Special Notice Currency ” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.

     “ Spot Rate ” for a currency means the rate determined by the Administrator to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of

such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrator may obtain such spot rate from another financial institution designated by the Administrator if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

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

     “ Stated Amount ” of each letter of credit means the total Dollar amount then available to be drawn under such letter of credit.

     “ Sterling ” and “ £ ” mean the lawful currency of the United Kingdom.

     “ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which more than 50% of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.

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

     “ TARGET Day ” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrator to be a suitable replacement) is open for the settlement of payments in Euro.

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

     “ Threshold Amount ” means $10,000,000.

     “ Total Outstandings ” means the aggregate Outstanding Amount of all Loans.

     “ Trademark Security Agreement ” means that certain Trademark Collateral Security and Pledge Agreement, executed and delivered on the Closing Date, among the Loan Parties and the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent and any other Trademark Security Agreement or joinder or supplement thereto that may be entered into after the Closing Date, each as amended, supplemented or otherwise modified from time to time.

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

     “ UCC ” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “ UCC ” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

     “ UK Acquisition ” means the acquisition by the Company of Brookhouse Holdings Limited and its Subsidiaries on June 12, 2008.

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

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

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

     (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “without limitation.” The word “ will ” shall be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise, (i) any definition of, or reference to, any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and

Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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

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

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

     (b)  Changes in GAAP . If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Company or the Required Lenders shall so request, the Co-Administrative Agents, the Administrator, the Lenders and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders, which approval shall not be unreasonably withheld); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Administrator and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

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

      1.05. Exchange Rates; Currency Equivalents . (a) The Administrator shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for

purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrator.

     (b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrator.

      1.06. [Intentionally Omitted.]

      1.07. Change of Currency. Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.

     (a) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrator may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

     (b) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrator may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

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

ARTICLE II.
THE LOANS

      2.01. The Loans .

     (a) Under the Original Credit Agreement, the Lenders made term loans to the Borrower (the “ Original Loans ”). On the Closing Date, the Original Loans of each Lender shall automatically, and without any action on the part of any Person, be deemed to be a Loan hereunder. The Loans are not revolving in nature and any portion thereof that is repaid or

prepaid may not be reborrowed. The principal amount of Loans outstanding to each Lender on the Original Closing Date and on the Closing Date is set forth on Schedule 2.01 .

     (b) Each Loan shall be either a Base Rate Loan or a Eurocurrency Rate Loan, as the Borrower may elect, in each case subject to the provisions of this Agreement. No Lender shall be responsible to the Borrower, either Co-Administrative Agent, the Administrator or the other Lenders for the obligations of any other Lender. Neither of the Co-Administrative Agents nor the Administrator shall be responsible to the Borrower for the obligations of any of the Lenders.

      2.02. Borrowings, Conversions and Continuations of Loans .

     (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Company’s irrevocable notice to the Administrator, which may be given by telephone. Each such notice must be received by the Administrator not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrator of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Company. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, provided , that Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing of, or conversion to, Base Rate Loans shall be in a principal amount of $200,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Company is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) the currency of the Loans to be borrowed. If the Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Loan Notice or if the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans; provided , however , that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Company requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan

denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.

     (b) Following receipt of a Loan Notice, the Administrator shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the Loans, and if no timely notice of a conversion or continuation is provided by the Company, the Administrator shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrator in Same Day Funds at the Administrator’s Funding Office for the applicable currency not later than 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrator in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.01 , the Administrator shall make all funds so received available to the Company in like funds as received by the Administrator either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrator by the Company.

     (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.

     (d) The Administrator shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrator shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

     (e) After giving effect to the Borrowing, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than (i) five (5) Interest Periods in effect with respect to Loans denominated in Dollars and (ii) five (5) Interest Periods in effect with respect to Loans denominated in Alternative Currencies.

      2.03. [Intentionally Omitted.]

      2.04. [Intentionally Omitted.]

      2.05. Prepayments .

     (a)  Optional . The Borrower may, upon notice from the Company to the Administrator, at any time or from time to time voluntarily prepay Loans in whole or in part

without premium or penalty; provided that (i) such notice must be received by the Administrator not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $200,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrator will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 . Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

     (b)  Mandatory . If the Administrator notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans (or Cash Collateralize the amount of such excess) in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the Alternative Currency Sublimit then in effect. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Promptly after any cash collateral provided hereunder shall no longer be required by this clause (b), such cash collateral shall be returned to the Company.

     (c) Each prepayment shall be made to the Administrator for prompt distribution to each Lender pro rata based upon its Applicable Percentage.

     (d) Each prepayment of the Loans shall be applied to reduce the payments required by Section 2.07 in the inverse order of maturity.

      2.06. [Intentionally Omitted.]

      2.07. Repayment of Loans . The Borrower agrees to pay the outstanding principal amount of the Loans in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to this Section), unless accelerated sooner pursuant to Article VIII :

      2.08. Interest . (a) Subject to the provisions of subsection (b) below, (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom or a Participating Member State) the Mandatory Cost; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

     (b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

     (ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

     (iii) Upon the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

     (iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

     (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest

hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

      2.09. Fees. The Company agrees (i) to pay each of the fees or other amounts required by the Administrator Fee Letter and the Joint Arrangers Fee Letter, in the amounts and at the times heretofore agreed to as set forth therein, and (ii) to pay to the Lenders, in Dollars, such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever..

      2.10. Computation of Interest and Fees. All computations of interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a) , bear interest for one day. Each determination by the Administrator of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

      2.11. Evidence of Debt . The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrator in the ordinary course of business. The accounts or records maintained by the Administrator and each Lender shall be conclusive absent manifest error 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 shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrator in respect of such matters, the accounts and records of the Administrator shall control in the absence of manifest error. Upon the request of any Lender to the Borrower made through the Administrator, the Borrower shall execute and deliver to such Lender (through the Administrator) a Note, which shall evidence such Lender’s Loans to the Borrower in addition to such accounts or records. Each Lender may attach schedules to a Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.

      2.12. Payments Generally; Administrator’s Clawback . (a) General . All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower hereunder shall be made to the Administrator (unless such payment is in respect of any fees payable by the Borrower to either of the Co-Administrative Agents, in which case such payment shall be made directly to such Co-Administrative Agent) for the account of the respective Lenders to which such payment is owed, at the Administrator’s Funding Office (or with respect to such Co-Administrative Agent, at such office as notified to the Borrower by it) in Dollars and in Same Day Funds not later than 2:00 p.m. on the date

specified herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrator, for the account of the respective Lenders to which such payment is owed, at the applicable Administrator’s Funding Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrator on the dates specified herein. Without limiting the generality of the foregoing, the Administrator may require that any payments due under this Agreement be made in the United States. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrator will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrator (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrator in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

     (b) (i) Funding by Lenders; Presumption by Administrator . Unless the Administrator shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurocurrency Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrator such Lender’s share of such Borrowing, the Administrator may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02 ) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrator, then the applicable Lender and the Borrower severally agree to pay to the Administrator forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrator, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrator in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrator for the same or an overlapping period, the Administrator shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrator, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrator.

     (ii) Payments by the Borrower; Presumptions by Administrator . Unless the Administrator shall have received notice from the Borrower prior to the date on which any payment is due to the Administrator for the account of the Lenders hereunder that the

Borrower will not make such payment, the Administrator may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrator forthwith on demand the amount so distributed to such Lender, in Same Day Funds 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 Administrator, at the Overnight Rate.

A notice of the Administrator to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

     (c) [Intentionally Omitted.]

     (d)  Obligations of Lenders Several . The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under Section 10.04(c) .

     (e)  Funding Source . Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

     (f)  Application of Payments . Subject to Section 8.03 , any partial payment of the Obligations under or in respect of any Loan shall be applied by the Lender holding such Loan (i) first, to the payment of all of the interest which shall be due and payable on the principal of such Loan at the time of such partial payment, (ii) then, to the payment of all (if any) other amounts (except principal) due and payable under such Loan at such time, and (iii) finally, to the payment of principal of such Loan.

      2.13. Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of, or interest on, any of the Loans made by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrator of such fact, and (b) purchase (for cash at face value) participations in the Loans 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 or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or

subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

     (ii) the provisions of this Section shall not be construed to apply to (x) any payment made by the 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 to any assignee or participant, other than to the Company or any Subsidiary thereof (as to which the provisions of this Section shall apply).

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

      2.14. [Intentionally Omitted.]

      2.15. Incremental Term Loans .

     (a)  Request for Increase . Provided there exists no Default and subject to pro forma compliance with all covenants set forth herein, upon notice to the Administrator (which shall promptly notify the Lenders), the Company may request, from time to time, an uncommitted incremental term loan (an “ Incremental Term Loan ”) by an amount (for all such requests) not exceeding $50,000,000; provided , that (i) any such request for an increase shall be in a minimum amount of $10,000,000, and (ii) the Company may make a maximum of two (2) such requests pursuant to this Section 2.15(a) . At the time of sending such notice, the Company (in consultation with the Administrator) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).

     (b)  Lender Elections to Increase . Each Lender shall notify the Administrator within such time period whether or not it agrees to make an Incremental Term Loan and, if so, the amount of its commitment of such requested Incremental Term Loan. Any Lender not responding within such time period shall be deemed to have declined to make such Loan.

     (c)  Notification by Administrator; Additional Lenders . The Administrator shall notify the Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of each Co-Administrative Agent (which approvals shall not be unreasonably withheld), the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to each Co-Administrative Agent and their respective counsel.

     (d)  Increase Effective Date and Allocations . If an Incremental Term Loan is made in accordance with this Section, the Administrator and the Company shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. The Administrator shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date.

     (e)  Terms of the Incremental Term Loans . The amortization of each Incremental Term Loan shall be consistent on a ratable basis (as described below) with the amortization provided for in Section 2.07 and each Incremental Term Loan shall be pari passu with the existing Loans with respect to payment rights. In the event that the pricing for any Incremental Term Loan (inclusive of upfront fees and original issue discount) is greater than the pricing (inclusive of upfront fees and original issue discount) for the Original Loans, then the Applicable Rate with respect to the Original Loans shall be increased to the extent necessary such that the pricing for the Original Loans is equal to the pricing of such Incremental Term Loan. This Agreement shall be supplemented to give effect to each Incremental Term Loan by documentation executed by the Lender or Lenders providing the commitments with respect to such Incremental Term Loan, the Co-Administrative Agents and the Company (and without any required consent of any other Lender); provided , that no change other than those changes contemplated above or reasonably incidental thereto shall occur as a result of the Company’s request for an Incremental Term Loan (including no change with respect to representations and warranties, covenants and events of default), without the consent of the Company and the Required Lenders. For purposes of this section, “ratable basis” shall mean that the principal payments of the Incremental Term Loan required to be paid on each amortization date shall be consistent with the percentages of the remaining amortization payments of the existing term loan (relative to the then outstanding principal amount of the existing term loan) falling due on such date.

     (f)  Conditions to Effectiveness of Increase . As a condition precedent to such increase, the Company shall deliver to the Administrator a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15 , the representations and warranties contained in subsections (a) and (b) of Section 5.07 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01 , and (B) no Default exists.

     (g)  Conflicting Provisions . This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

      2.16. Collateral and Guaranties .

     (a)  Collateral . The Loans and the other Obligations shall be secured by valid, first priority perfected and enforceable Liens in favor of the Collateral Agent, for the benefit of the Secured Parties, in all right, title and interest of each Loan Party in all of their personal property and all products and proceeds of the foregoing, as more fully described in the Collateral Documents; provided , however , that, with respect to Foreign Subsidiaries, Liens shall only be granted on 66% of the issued and outstanding Equity Interests of any Foreign Subsidiary the immediate corporate parent of which is the Company or a Domestic Subsidiary. The Liens in the

Collateral shall be granted to the Collateral Agent for the benefit of the Secured Parties and shall be valid and perfected first priority Liens subject to the terms of the Intercreditor Agreement.

     (b)  Guarantees . Payment of the Loans and the other Obligations shall be unconditionally guaranteed by each Domestic Subsidiary Guarantor pursuant to a written Domestic Subsidiary Guarantee, executed by such Loan Party.

     (c)  Further Assurances . The Borrower covenants and agrees that it shall, and the Company agrees that it shall cause each other Loan Party to, comply with all terms and conditions of each of the Collateral Documents, the Domestic Subsidiary Guarantee to which it is a party and that the Borrower shall, and the Company agrees that it shall cause each other Loan Party to, at any time and from time to time at the request of the Co-Administrative Agents, the Collateral Agent or the Required Lenders execute and deliver such instruments and documents and do such acts and things as the Co-Administrative Agents, the Collateral Agent or the Required Lenders may reasonably request in order to provide for or protect or perfect the Lien of the Collateral Agent in the Collateral, subject to the terms of Section 2.16(a) above.

ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01. Taxes .

     (a)  Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes . (i) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of, and without reduction or withholding for, any Taxes. If, however, applicable Laws require the Borrower or the Administrator to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrator, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

     (ii) If the Borrower or the Administrator shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrator shall withhold or make such deductions as are determined by the Administrator to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrator shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the Administrator or Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

     (iii) If the Borrower or the Administrator shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A)

the Borrower or the Administrator, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Borrower or the Administrator, to the extent required by such Laws, shall timely pay the full amount so withheld or deducted by it to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the Administrator or Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

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

     (c)  Tax Indemnifications . (i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrator and each Lender, and shall make payment in respect thereof within 10 days after 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) withheld or deducted by the Borrower or the Administrator or paid by the Administrator or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby indemnify, the Administrator, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrator as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrator), or by the Administrator on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

     (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender shall, and does hereby, indemnify the Borrower and the Administrator, and shall make payment in respect thereof within 10 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Borrower or the Administrator) incurred by or asserted against the Borrower or the Administrator by any Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender to the Borrower or the Administrator pursuant to subsection (e). Each Lender hereby authorizes the Administrator to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrator under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrator, any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all other Obligations.

     (d)  Evidence of Payments . Upon request by the Borrower or the Administrator, as the case may be, after any payment of Taxes by the Borrower or by the Administrator to a Governmental Authority as provided in this Section 3.01 , the Borrower shall deliver to the Administrator or the Administrator shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return requir