CREDIT AGREEMENT

Loan Agreement

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This Loan Agreement involves

BROOKSIDE TECHNOLOGY HOLDINGS, CORP. | ARE DESIGNATED AS CREDIT PARTIES | BROOKSIDE TECHNOLOGY PARTNERS, INC | CHATHAM CREDIT MANAGEMENT III, LLC | CHATHAM INVESTMENT FUND III, LLC, CHATHAM INVESTMENT FUND III QP, LLC | STANDARD TEL ACQUISITIONS, LLC | STANDARD TEL NETWORKS, LLC | TRANS-WEST NETWORK SOLUTIONS, INC | US VOICE & DATA, LLC

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Title: CREDIT AGREEMENT
Governing Law: Georgia Date: 9/29/2008
Law Firm: King Spalding

Exhibit 10.02

CREDIT AGREEMENT

DATED AS OF September 23, 2008

by and among

BROOKSIDE TECHNOLOGY HOLDINGS CORP.,
as Parent Company and Guarantor

BROOKSIDE TECHNOLOGY PARTNERS, INC.,
U.S. VOICE & DATA, LLC,
STANDARD TEL ACQUISITIONS, LLC,
TRANS-WEST NETWORK SOLUTIONS, INC., d/b/a STANDARD TEL,
and
STANDARD TEL NETWORKS, LLC,
as Borrowers

ANY OTHER PERSONS PARTY HERETO THAT
ARE DESIGNATED AS CREDIT PARTIES,

and

CHATHAM CREDIT MANAGEMENT III, LLC,
as Agent

and

CHATHAM INVESTMENT FUND III, LLC, CHATHAM INVESTMENT FUND III QP, LLC,
AND ANY
OTHER FINANCIAL INSTITUTIONS PARTY HERETO,
as Lenders

TABLE OF CONTENTS


		Page
SECTION 1. AMOUNTS AND TERMS OF LOANS		2

1.1	Loans	2
1.2	Interest and Applicable Margins	3
1.3	Fees	6
1.4	Payments	7
1.5	Prepayments	7
1.6	Maturity	9
1.7	Loan Accounts	9
1.8	Capital Adequacy and Other Adjustments	10
1.9	Taxes	10
1.10	Borrower Representative	12
1.11	Use of Loan Proceeds	12
1.12	Application and Allocation of Payments	12

SECTION 2. AFFIRMATIVE COVENANTS		13

2.1	Compliance With Laws and Contractual Obligations	13
2.2	Insurance	13
2.3	Inspection; Lender Meeting; Board Meetings	15
2.4	Organizational Existence	15
2.5	Environmental Matters	15
2.6	Landlords’ Agreements, Mortgagee Agreements and Real Estate Purchases	16
2.7	Further Assurances	17
2.8	Cash Management Systems	18
2.9	ERISA	18

SECTION 3. NEGATIVE COVENANTS		18

3.1	Indebtedness	19
3.2	Liens and Related Matters	19
3.3	Investments	20
3.4	Contingent Obligations	21
3.5	Restricted Payments	21
3.6	Restriction on Fundamental Changes	23
3.7	Disposal of Assets or Subsidiary Stock	23
3.8	Transactions with Affiliates	23
3.9	Conduct of Business	24
3.10	Changes Relating to Indebtedness	24
3.11	Fiscal Year	24
3.12	Press Release; Public Offering Materials	24
3.13	Subsidiaries	24
3.14	Bank Accounts; Lockboxes	24
3.15	Hazardous Materials	25
3.16	ERISA	25


		Page
3.17	Sale Leasebacks	25
3.18	Changes to Material Contracts	25
3.19	Prepayments of Other Indebtedness	25
3.20	Accounting Changes	25
3.21	Subordinated Debt	26
3.22	Executive Compensation	26
3.23	Hedging Agreements	26

SECTION 4. FINANCIAL COVENANTS/REPORTING		26

4.1	Capital Expenditure Limits	26
4.2	[Intentionally Omitted]	26
4.3	Minimum Fixed Charge Coverage Ratio	27
4.4	Maximum Leverage Ratio	27
4.5	Financial Statements and Other Reports	27
4.6	Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement	30

SECTION 5. REPRESENTATIONS AND WARRANTIES		31

5.1	Disclosure	31
5.2	No Material Adverse Effect	31
5.3	No Conflict	31
5.4	Organization, Powers, Capitalization and Good Standing, Organization and Powers	32
5.5	Financial Statements and Projections	32
5.6	Intellectual Property	33
5.7	Investigations, Audits, Etc	33
5.8	Employee Matters	33
5.9	Solvency	33
5.10	Litigation; Adverse Facts	33
5.11	Use of Proceeds; Margin Regulations	34
5.12	Ownership of Property; Liens	34
5.13	Environmental Matters	35
5.14	ERISA	36
5.15	Brokers	36
5.16	Deposit and Disbursement Accounts	37
5.17	STN Acquisition Agreement	37
5.18	Insurance	37
5.19	Anti-Terrorism Law	38
5.20	Compliance with Laws	38
5.21	Taxes and Tax Returns	38

SECTION 6. DEFAULT, RIGHTS AND REMEDIES		39

6.1	Event of Default	39
6.2	Suspension or Termination of Commitments	42
6.3	Acceleration and other Remedies	42
6.4	Application of Payments	42


		Page
SECTION 7. CONDITIONS TO LOANS		43

7.1	Conditions to Initial Loans	43
7.2	Conditions to All Loans	47

SECTION 8. ASSIGNMENT AND PARTICIPATION		48

8.1	Assignment and Participations	48
8.2	Agent	50
8.3	Set Off and Sharing of Payments	55
8.4	Disbursement of Funds	56
8.5	Disbursements of Advances; Payment Advances; Payments	56

SECTION 9. MISCELLANEOUS		58

9.1	Indemnities	58
9.2	Amendments and Waivers	58
9.3	Notices; Effectiveness	59
9.4	Failure or Indulgence Not Waiver; Remedies Cumulative	60
9.5	Marshaling; Payments Set Aside	61
9.6	Severability	61
9.7	Lenders’ Obligations Several; Independent Nature of Lenders’ Rights	61
9.8	Headings	61
9.9	Applicable Law	61
9.10	Successors and Assigns	61
9.11	No Fiduciary Relationship; Limited Liability	61
9.12	Construction	62
9.13	Confidentiality	62
9.14	CONSENT TO JURISDICTION	62
9.15	WAIVER OF JURY TRIAL	63
9.16	Survival of Warranties and Certain Agreements	63
9.17	Entire Agreement	63
9.18	Counterparts; Effectiveness	63
9.19	Replacement of Lenders	63
9.20	Delivery of Termination Statements and Mortgage Releases	65
9.21	Right to Cure	65
9.22	Injunctive Relief	66
9.23	Consequential Damages	66
9.24	Captions	66
9.25	Permitted Deliveries	66
9.26	Seals	66
9.27	Publicity	66
9.28	Survival of Representations and Warranties	66
9.29	Destruction of Invoices	67
9.30	Time	67
9.31	Patriot Act	67
9.32	No Tax Advice	67
9.33	Completion of Blanks	67
9.34	Exculpation of Agent and Lender Parties	68

iii


		Page
9.35	Electronic Transmissions	68
9.36	Credit Inquiries	68
9.37	Rules of Construction	68

SECTION 10. CROSS-GUARANTY		69

10.1	Cross-Guaranty	69
10.2	Waivers by Credit Parties	70
10.3	Benefit of Guaranty	71
10.4	Waiver of Subrogation, Etc	71
10.5	Election of Remedies	71
10.6	Limitation	72
10.7	Contribution with Respect to Guaranty Obligations	72
10.8	Liability Cumulative	73

INDEX OF APPENDICES

ANNEXES


Annex A	–	Definitions
Annex B	–	Pro Rata Shares and Commitment Amounts
Annex C	–	Closing Checklist
Annex D	–	Pro Forma
Annex E	–	Lenders’ Bank Accounts
Annex F	–	Compliance Certificate

EXHIBITS


Exhibit 1.1(a)	–	Term Note
Exhibit 1.1(b)(i)	–	Revolving Note
Exhibit 1.1(b)(ii)	–	Notice of Revolving Credit Advance
Exhibit 3.1(b)	–	Subordinated Intercompany Note
Exhibit 4.5(d)	–	Borrowing Base Certificate
Exhibit 8.1(a)	–	Assignment Agreement

SCHEDULES


Schedule 3.1	–	Indebtedness
Schedule 3.2	–	Liens
Schedule 3.3	–	Investments
Schedule 3.4	–	Contingent Obligations
Schedule 3.8(a)	–	Affiliate Transactions
Schedule 3.9	–	Business Description
Schedule 3.18	–	Material Contracts
Schedule 5.4(a)	–	Jurisdictions of Organization and Qualifications
Schedule 5.4(b)	–	Capitalization
Schedule 5.6	–	Intellectual Property
Schedule 5.7	–	Investigations and Audits
Schedule 5.8	–	Employee Matters
Schedule 5.10	–	Litigation
Schedule 5.11	–	Use of Proceeds
Schedule 5.12	–	Real Estate
Schedule 5.13	–	Environmental Matters
Schedule 5.14	–	ERISA
Schedule 5.15	–	Brokerage Fees
Schedule 5.16	–	Deposit and Disbursement Accounts
Schedule 5.18	–	Insurance

CREDIT AGREEMENT

This CREDIT AGREEMENT is dated as of September ___, 2008 and is entered into by and among: (i) BROOKSIDE TECHNOLOGY HOLDINGS CORP., a Florida corporation (“ Parent Company ”); (ii) BROOKSIDE TECHNOLOGY PARTNERS, INC., a Texas corporation (“ BTP ”); U.S. VOICE & DATA, LLC, an Indiana limited liability company (“ USVD ”); STANDARD TEL ACQUISITIONS, LLC, a Florida limited liability company (“ STN Acquisition Sub ”); TRANS-WEST NETWORK SOLUTIONS, INC. d/b/a STANDARD TEL, a California corporation (“ Trans-West ”); and STANDARD TEL NETWORKS, LLC, a California limited liability company (“ STN ”) (STN, Trans-West, STN Acquisition Sub, USVD and BTP hereinafter collectively called “Borrowers” and individually called a “ Borrower ”); (iii) any other persons designated as “ Credit Parties ” on the signature pages hereof or which from time to time hereafter become “ Credit Parties ” hereto; (iv) CHATHAM INVESTMENT FUND III, LLC, a Georgia limited liability company (“ Chatham Fund III ”), and CHATHAM INVESTMENT FUND III QP, LLC, a Georgia limited liability company (“ Chatham Fund III QP ”; Chatham Fund III QP and Chatham Fund III herein called, individually and collectively, “ Chatham Lender ”), together with any other financial institutions which are or hereafter become parties to this Agreement as Lenders; and (v) CHATHAM CREDIT MANAGEMENT III, LLC, a Georgia limited liability company (in its individual capacity, “ Chatham Agent ”), as Agent.

R E C I T A L S :

WHEREAS, the Parent Company owns all Stock of BTP, USVD and STN Acquisition Sub; and

WHEREAS, effective this date, the Parent Company, acting through the STN Acquisition Sub, has acquired all Stock of Trans-West from the Trans-West Shareholders and all Stock of STN owned by ProLogic from ProLogic; and

WHEREAS, Parent Company intends to operate STN Acquisition Sub, Trans-West, STN, BTP and USVD as a common business enterprise to enjoy certain economies of scale, including for the borrowing of money; and

WHEREAS, the Parent Company desires that Lenders extend a certain term credit facility and a revolving credit facility to Borrowers to fund a portion of the cost of the STN Acquisition, to fund the repayment of certain indebtedness of Borrowers assumed as part of the STN Acquisition, to refinance certain existing indebtedness of STN, BTP and USVD, to provide working capital financing for Borrowers and their Subsidiaries and to provide funds for other general corporate purposes of Borrowers and their Subsidiaries; and

WHEREAS, the Parent Company intends to secure all Obligations of Borrowers arising in regard thereto by causing the Borrowers to grant to Agent, for the benefit of Agent and Lenders, a security interest in and lien upon substantially all of their personal and real property; and

WHEREAS, the Parent Company desires to guarantee all of the Borrowers’ obligations and to secure its liabilities in regard thereto by pledging to Agent, for the benefit of Agent and Lenders, all Stock of Borrowers and the other Credit Parties owned by it; and

WHEREAS, all capitalized terms used herein (including in this preamble) shall have the meanings ascribed thereto in Annex A hereto which is incorporated herein by reference.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Parent Company, the Borrowers, any other Credit Parties, Lenders and Agent agree as follows:

SECTION 1.
AMOUNTS AND TERMS OF LOANS

1.1		Loans . Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrowers and the other Credit Parties contained herein:

(a)		Term Loan . Each Term Loan Lender agrees, severally and not jointly, to lend to Borrowers in one draw, on the Closing Date, its Pro Rata Share of such Term Loan Lender’s applicable Term Loan Commitment of the “ Term Loan ” in a principal amount equal to Seven Million Dollars ($7,000,000). Borrowers shall jointly and severally repay the Term Loan through periodic payments of principal (“ Scheduled Installments ”) equal to (a) Eighty-Three Thousand Three Hundred Thirty-Three Dollars ($83,333) each on the first Business Day of each month commencing with the first such Business Day following six (6) months after the Closing Date, and with a final payment of the entire remaining principal balance thereof on the Commitment Termination Date. The principal balance of the Term Loan shall be due and payable in its entirety on the Commitment Termination Date. Amounts borrowed under this Section 1.1(a) and repaid may not be reborrowed. Payments of principal of each of the Term Loan shall reduce the Term Loan Commitment applicable to the Term Loan in the amount of any such payment.

		The Term Loan shall be evidenced by promissory notes substantially in the form of Exhibit 1.1(a) (as amended, modified, extended, substituted or replaced from time to time, each a “ Term Note ” and, collectively, the “ Term Notes ”), and, except as provided in Section 1.7 , all of the Borrowers shall jointly execute and deliver each Term Note to the applicable Term Loan Lender. Each Term Note shall represent the joint and several obligation of each Borrower to pay the amount of the applicable Term Loan Lender’s portion of the Term Loan, together with interest thereon.

(b)		Revolving Loans . Each Revolving Lender agrees, severally and not jointly, to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each a “ Revolving Credit Advance ”) requested by Borrower Representative on behalf of the Borrowers hereunder in up to an aggregate principal amount outstanding at any time, initially, of Two Million Dollars ($2,000,000), representing the aggregate Revolving Loan Commitment on the Closing Date. The Pro Rata Share of the Revolving Loan of any Revolving Lender shall not at any time exceed

		its separate Revolving Loan Commitment. Revolving Credit Advances may be repaid and reborrowed; provided , that Borrowers shall not be entitled to request more than one (1) Revolving Credit Advance in any calendar week without the consent of Agent; provided , further , that Revolving Credit Advances shall only be permitted hereunder so long as (i) the amount of such requested Revolving Credit Advance does not exceed Borrowing Availability and (ii) each of the other conditions precedent in Section 7.2 hereof are satisfied. All Revolving Loans shall be repaid in full on the Commitment Termination Date, but may be borrowed, repaid and re-borrowed prior thereto. Except as provided in Section 1.7 , each Borrower shall execute and deliver to each Revolving Lender a promissory note to evidence the Revolving Loan Commitment of that Revolving Lender. Each promissory note shall be in the principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(b)(i) (as amended, modified, extended, substituted or replaced from time to time, each a “ Revolving Note ” and, collectively, the “ Revolving Notes ”). If at any time the aggregate outstanding Revolving Loans exceed the Borrowing Base (any such excess Revolving Loans are herein referred to collectively as “ Overadvances ”), Lenders shall not be obligated to make Revolving Credit Advances and the full amount of such Overadvance must be repaid as soon as practicable but in any event within five (5) Business Days after such Overadvance occurs (otherwise, an Event of Default shall exist after such five (5) Business Days’ grace period shall have elapsed). Unless otherwise approved by Agent, Revolving Credit Advances may be requested only with two (2) Business Days prior written notice to Agent prior to 11:00 a.m. (New York time) and must be made in writing. Written notices for funding requests shall be in the form attached as Exhibit 1.1(b)(ii) (“ Notice of Revolving Credit Advance ”) and shall be delivered to the Agent prior to 11:00 a.m. (New York time).

(c)		Funding Authorization . The proceeds of all Loans made pursuant to this Agreement on the Closing Date are to be funded by Agent in accordance with a disbursement instructions letter issued by Borrower Representative and approved by Agent consistent with, and attaching, Schedule 5.11 . The proceeds of all Loans made pursuant to this Agreement subsequent to the Closing Date are to be funded by Agent by wire transfer to an account designated by Borrower Representative on or prior to the Closing Date subject to change as provided in the following sentence (the “ Disbursement Account ”). Borrower Representative shall provide Agent with written notice of any change in the foregoing instructions at least three (3) Business Days before the desired effective date of such change.

1.2		Interest and Applicable Margins .

(a)		Borrowers shall pay interest to Agent, for the ratable benefit of Lenders, in accordance with the various Loans being made by each Lender, monthly in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum and (ii) with respect to the Term Loan, the LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; (iii) with respect to all other Obligations, to the extent no interest rate is otherwise prescribed herein or in any Loan Document in regard thereto, at

		the highest among the interest rates then being charged on the Revolving Credit Advances and the Term Loan.

		The Applicable Margins are as follows:


Applicable Revolver LIBOR Margin	4.00	%
Applicable Term Loan LIBOR Margin	9.00	%
Applicable Unused Line Fee Margin	0.50	%

(b)

In addition to the foregoing, the Term Loan shall also bear interest at a rate per annum equal, initially, to two percent (2.00%), but subject to change as provided in the following sentence that shall be payable-in-kind on (and added to) the outstanding principal amount of the Term Loan (“ PIK Interest ”), and be payable monthly in arrears on each applicable Interest Payment Date as an increase to the principal amount of the Term Loan on such date without any further action on part of Agent, any Lender or any Borrower, and all such PIK Interest shall be paid in full at maturity of the Term Loan. Notwithstanding the foregoing, however, the rate per annum chargeable as PIK Interest shall be subject to change from time to time commencing on the later of (i) one (1) year from the Closing Date or (ii) that date on which Agent and Lenders receive the audited financial statements of Parent Company and its Consolidated Subsidiaries for their 2008 Fiscal Year in accordance with Section 4.5(b) , based on the Leverage Ratio, as measured at the end of each Fiscal Quarter thereafter; that is, if the Leverage Ratio, determined in accordance with Section 4.4 as of the end of any Fiscal Quarter ending after the applicable commencement date prescribed above is: (x) greater than or equal to 2.00:1, but less than or equal to 2.25:1, the rate of PIK Interest shall be one percent (1%) per annum, or (y) less than 2.00:1, the rate of PIK Interest shall be zero i.e. , no PIK Interest shall be charged during the applicable effective period described below; or (z) greater than 2.25:1, the rate of PIK Interest shall be two percent (2.0%); with the change, in each case, becoming effective on the first Business Day of the first calendar month following the date in which Agent and Lenders receive financial statements of Parent Company and its Consolidated Subsidiaries in accordance with Section 4.5(a) for an applicable Fiscal Quarter reflecting a Leverage Ratio as of the end of such Fiscal Quarter sufficient to cause a change in the rate of PIK Interest as provided hereinabove, and shall continue until such time as any financial statement of Parent and its Consolidated Subsidiaries for an applicable Fiscal Quarter reflect a Leverage Ratio sufficient to cause a subsequent change in the rate of PIK Interest; provided , however , that (i) no downward adjustment in the rate of PIK Interest shall be implemented if, at such time, there exists any Default or Event of Default unless and until such time as, respectively, such Default is cured or such Event of Default is waived, at which time such adjustment shall be effective prospectively; (ii) should Agent and Lenders not receive financial statements of Parent Company and its Consolidated Subsidiaries for any applicable Fiscal Quarter on a timely basis in accordance with Section 4.5(a) , then, without limiting the rights and remedies of Agent and Lenders results from such Default, the rate of PIK Interest shall remain, or be increased to, the highest amount described above pending delivery of such compliant financial statements; and (iii) if, subsequent to making any reduction in the rate of PIK

Interest, Agent and Lenders shall determine that the financial statements on which such reduction was predicated were false or misleading in any material respect, the amount of PIK Interest that would have been charged had such financial statements not been false or misleading shall be added to the principal amount of the Term Loan retroactive to the date when such reduction was implemented.

(c)		If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

(d)		All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. Each determination by Agent of an interest rate and Fees hereunder shall be final, binding and conclusive on Borrowers, absent manifest error.

(e)		So long as an Event of Default has occurred and is continuing, the interest rates applicable to the Loans shall be increased by four percent (4.00%) per annum above the rates of interest otherwise applicable hereunder (“ Default Rate ”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is waived in writing by Lenders and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation.

(f)		Notwithstanding anything to the contrary set forth in this Section 1.2 , if the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “ Maximum Lawful Rate ”), then, so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided , however , that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.2(a) through (e) , unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.2(f) , a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum

		Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as a voluntary prepayment in the manner specified in Section 1.5(d) and thereafter shall refund any excess to Borrowers or as such court of competent jurisdiction may otherwise order.

1.3		Fees .

(a)		Fee Letter . Borrowers shall pay to Chatham, individually, the Fees specified in that certain fee and syndication letter dated on or about the date hereof among Parent Company, Chatham, and Borrowers (the “ Chatham Fee Letter ”), at the time(s) specified for payment therein.

(b)		Unused Line Fee . As additional compensation for the Revolving Lenders, Borrowers shall pay to Agent, for the ratable benefit of such Lenders, in arrears, on the first Business Day of each month prior to the Commitment Termination Date and on the Commitment Termination Date, a fee for Borrowers’ non use of available funds (the “ Unused Line Fee ”) in an amount equal to the Applicable Unused Line Fee Margin per annum multiplied by the difference between (x) the Maximum Amount (as it may be increased or reduced from time to time) and (y) the average for the period of the daily closing balances of the Revolving Loan outstanding during the period for which such Fee is due.

(c)		Prepayment Fee . If Borrowers pay after acceleration or voluntarily prepay (to the extent permitted to do so pursuant hereto) all or any portion of the Term Loan or prepay in full the Revolving Loan in connection with any termination of the Revolving Loan Commitment, whether voluntarily or involuntarily and whether before or after acceleration of the Obligations or if any of the Commitments are otherwise terminated, Borrowers shall pay to Agent, for the benefit of Lenders as liquidated damages and compensation for the costs of being prepared to make funds available hereunder a fee (the “ Prepayment Fee ”) in an amount equal to the Applicable Percentage (as defined below) multiplied by the sum of (i) the principal amount of the Term Loan paid after acceleration or, as applicable, prepaid and (ii) the amount of the Revolving Loan Commitment. As used herein, the term “ Applicable Percentage ” shall mean (A) three percent (3.00%), in the case of a prepayment on or prior to the second anniversary of the Closing Date, and (B) two percent (2.00%), in the case of a prepayment after the second anniversary of the Closing Date but on or prior to the third anniversary thereof. The Credit Parties agree that the Applicable Percentage is a reasonable calculation of Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early termination of the Commitments. Notwithstanding the foregoing, no Prepayment Fee shall be payable by Borrowers upon any optional prepayment of the Revolving Loan not made at or after the Revolving Loan Commitment is terminated or upon a mandatory prepayment of the Loans made pursuant to Sections 1.5(b) and 1.5(c) ; provided that Borrowers do not reduce or terminate the Revolving Loan Commitment upon any such prepayment and, in the case of prepayments made pursuant to Section 1.5(c) , the transaction giving rise to the applicable prepayment is expressly permitted under Section 3 .

(d)		Expenses and Attorneys’ Fees . Borrowers agree to promptly pay all reasonable fees, charges, costs and expenses (including reasonable attorneys’ fees and expenses and the allocated cost of internal legal staff) incurred by Agent in connection with any matters contemplated by, arising out of, or related to the Loan Documents, whether in connection with the examination, appraisal, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated herein and in connection with the continued administration and monitoring of the Loan Documents including any amendments, modifications, consents and waivers, or otherwise. Borrowers agree to promptly pay reasonable documentation charges assessed by Agent for amendments, waivers, consents and any of the documentation prepared by Agent’s internal legal staff. Borrowers agree to promptly pay all reasonable fees, charges, costs and expenses (including fees, charges, costs and expenses of attorneys, auditors (whether internal or external), appraisers, consultants and advisors and the allocated cost of internal legal staff) incurred by Agent in connection with any amendment, waiver, consent with respect to the Loan Documents, Event of Default, work-out or action to enforce any Loan Document or to collect any payments due from Borrowers or any other Credit Party. In addition, in connection with any work-out or action to enforce any Loan Document or to collect any payments due from Borrowers or any other Credit Party, Borrowers agree to promptly pay all reasonable fees, charges, costs and expenses incurred by Lenders for one (1) legal counsel acting for all Lenders other than Agent. All fees, charges, costs and expenses for which Borrowers are responsible under this Section 1.3(d) shall be deemed part of the Obligations when incurred, payable in accordance with the final sentence of Section 1.4 and secured by the Collateral.

1.4		Payments . All payments by Borrowers of the Obligations shall be without deduction, defense, setoff or counterclaim and shall be made in same day funds and delivered to Agent for the benefit of Agent and Lenders, as applicable, by wire transfer to the applicable account designated by Agent or such other place as Agent may from time to time designate in writing. Borrowers shall receive credit on the day of receipt for funds received by Agent by 2:00 p.m. (New York time). In the absence of timely receipt, such funds shall be deemed to have been paid on the next Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the payment may be made on the next succeeding Business Day and such extension of time shall be included in the computation of the amount of interest and Fees due hereunder. Borrowers hereby authorize Revolving Lenders to make Revolving Credit Advances for the payment of Scheduled Installments, interest, Fees and expenses.

1.5		Prepayments .

(a)		Voluntary Prepayments of Loans . At any time, Borrowers may prepay the Loans, in whole or in part, subject to the payment of the Fees specified in Section 1.3(c) , if applicable , provided , however , that, notwithstanding the foregoing, (i) no voluntary prepayment of the Term Loan may be made by Borrowers prior to the first anniversary of the Closing Date, and (ii) prepayments of the Term Loan shall be applied in accordance with Section 1.5(d) or as otherwise may be agreed by Requisite Lenders.

(b)

Prepayments from Asset Dispositions; Casualty Events .

	(i)		Immediately upon receipt of any Net Proceeds from an Asset Disposition (except the Asset Dispositions described in Sections 3.7(b) and 3.7(c) ) in excess of One Hundred Thousand Dollars ($100,000) (the “ Threshold Amount ”), in the aggregate, for all such transactions during any Fiscal Year, Borrowers shall first prepay the Revolving Credit Advances (without reduction of the Revolving Loan Commitment) by an amount equal to the amount of any reduction in the Borrowing Base attributable to any Asset Disposition giving rise to such Net Proceeds to the extent that any such reduction would result in the outstanding principal balance of the Revolving Loan exceeding the maximum amount of Revolving Loan permitted to be outstanding, except, so long as no Event of Default has occurred and is continuing, that Borrowers may reinvest all such Net Proceeds of any such Asset Disposition within ninety (90) days, in fixed assets. If Borrowers do not intend to so reinvest such Net Proceeds or if the period set forth in the immediately preceding sentence expires without Borrowers having reinvested the full amount of the Net Proceeds of any such Asset Disposition or if such Net Proceeds are attributable to a working capital, earnings, balance sheet or similar adjustment under the STN Acquisition Agreement, including any pursuant to the STN Acquisition Escrow Agreement, in excess of the Threshold Amount then, Borrowers shall apply all such remaining Net Proceeds of such Asset Disposition in excess of the Threshold Amount to payment of the Loans in accordance with Section 1.5(d) .

	(ii)		Subject to the terms of Section 2.2 , immediately following the receipt of any Net Proceeds from a Casualty Event, the Borrowers shall first prepay the Revolving Loans (without reduction of the Revolving Loan Commitment) by an amount equal to the amount of any reduction in the Borrowing Base attributable to the Casualty Event giving rise to such Net Proceeds to the extent that any such reduction would result in the outstanding principal balance of the Revolving Loans exceeding the maximum amount of Revolving Loans permitted to be outstanding, to the extent not otherwise permitted by Section 2.2 to be used to replace, repair, restore or rebuild the Collateral. If Borrowers do not intend to replace, repair, restore or rebuild the Collateral, as permitted by Section 2.2 , then Borrowers shall apply all such remaining Net Proceeds of such Casualty Event to the payment of the Loans in accordance with Section 1.5(d) .

(c)

Prepayments from Issuance of Securities . Immediately upon the receipt by any Borrower or any of its Subsidiaries of the proceeds of the issuance of Stock (other than proceeds of the issuance of Stock to any Borrower or any Subsidiary of any Borrower by any Subsidiary thereof), to the extent that such proceeds exceed, individually or in aggregate amount, in any period of twelve (12) consecutive Fiscal Months, beginning with the Closing Date, the sum of Five Hundred Thousand Dollars ($500,000) (herein, the “ Threshold Amount” ), Borrowers shall prepay the Loans in an amount equal to such proceeds in excess of the Threshold Amount, net of underwriting discounts and commissions and other reasonable costs associated therewith. The payments shall be applied in accordance with Section 1.5(d) .

(d)

Application of Proceeds .

	(i)		With respect to any prepayments made by any Borrower made in accordance with Section 1.5(a) , except as provided in clause (iii) , unless otherwise designated by Borrowers, such prepayments shall be applied as follows: first , to the Term Loan in the inverse order of maturity of the Scheduled Installments of the Term Loan until the Term Loan shall have been prepaid in full; and second , to the Revolving Credit Advances outstanding until the same has been repaid in full but not as a permanent reduction of the Revolving Loan Commitment.

	(ii)		With respect to any prepayments made by any Borrower pursuant to Sections 1.5(b) or 1.5(c) , except as provided in clause (iii) , such prepayments shall be applied as follows: first , to the Term Loan in the inverse order of maturity of the Scheduled Installments of the Term Loan until the Term Loan shall have been prepaid in full; and, second , to the Revolving Credit Advances outstanding until the same has been repaid in full but not as a permanent reduction of the Revolving Loan Commitment.

	(iii)		With respect to any prepayments made pursuant to any of Sections 1.5 (a) , 1.5(b) , 1.5(c) when any Event of Default has occurred and while it is continuing shall be in effect, such prepayments shall be applied in accordance with Section 6.4 hereof.

	(iv)		Notwithstanding any other term of this Section 1.5 to the contrary, the Requisite Lenders may elect to waive any requirement for mandatory prepayments by instructing Agent to give written notice to Borrower Representative to such effect at any time on or prior to such prepayment becoming due and payable.

1.6		Maturity . All of the Obligations shall become due and payable as otherwise set forth herein, but in any event all of the remaining Obligations shall become due and payable upon the Commitment Termination Date. Until all Obligations have been fully paid and satisfied (other than contingent indemnification obligations to the extent no unsatisfied claim has been asserted) and the Revolving Loan Commitment has been terminated, Agent shall be entitled to retain the security interests in the Collateral granted under the Collateral Documents and the ability to exercise all rights and remedies available to Agent under the Loan Documents and applicable laws. Notwithstanding anything contained in this Agreement to the contrary, upon any termination of the Revolving Loan Commitment, all of the Obligations shall be due and payable.

1.7		Loan Accounts . Agent shall maintain a loan account (the “ Loan Account ”) on its books to record: the Loans, all payments made by Borrowers with respect to the Loans, and all other debits and credits as provided in this Agreement with respect to the Loans and any other Obligations. All entries in the Loan Account shall be made in accordance with the customary accounting practices of Agent as in effect from time to time. The balance in the Loan Account, as recorded on the most recent printout or other written statement of Agent shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent and Lenders by Borrowers; provided that any failure to so record or any

		error in so recording shall not limit or otherwise affect Borrowers’ duty to pay the Obligations. Agent shall render to Borrower Representative a monthly accounting of transactions with respect to the Loans and any other Obligations setting forth the balance of the Loan Account for the immediately preceding month. Unless Borrower Representative notifies Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within thirty (30) days after the date thereof, each and every such accounting shall, absent manifest error, be deemed final, binding and conclusive on Borrowers in all respects as to all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by Borrowers. Notwithstanding any provision herein contained to the contrary, any Lender may elect (which election may be revoked) to dispense with the issuance of Notes to that Lender and may rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it.

1.8		Capital Adequacy and Other Adjustments . Subject at all times to Section 9.19 , in the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing materially the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then Borrowers shall from time to time within five (5) Business Days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Borrower Representative and Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

1.9		Taxes . Subject at all times to Section 9.19 :

(a)		No Deductions . Any and all payments or reimbursements made hereunder (including any payments made pursuant to Section 10 ) or under the Notes or any other Loan Documents shall be made free and clear of and without deduction for any and all Charges, taxes, levies, imposts, deductions or withholdings, and all liabilities with respect thereto of any nature whatsoever imposed by any taxing authority, excluding such taxes to the extent imposed on Agent’s or a Lender’s net income by the jurisdiction in which Agent or such Lender is organized. If any Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable hereunder to any Lender or Agent, then the sum payable hereunder shall be increased as may be necessary so that, after making all required deductions, such Lender or Agent receives an amount equal to the sum it would have received had no such deductions been made.

(b)

Changes in Tax Laws . In the event that, subsequent to the Closing Date, (1) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (2) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (3) compliance by Agent or any Lender with any request or directive (whether or not having the force of law) from any Governmental Authority:

	(i)		does or shall subject Agent or any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note or any other Loan Documents or any Loans made hereunder, or change the basis of taxation of payments to Agent or such Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local taxing authorities with respect to interest or commitment Fees or other Fees payable hereunder or changes in the rate of tax on the overall net income of Agent or such Lender); or

	(ii)		does or shall impose on Agent or any Lender any other condition or increased cost in connection with the transactions contemplated hereby or participations herein;

		and the result of any of the foregoing is to increase materially the cost to Agent or any such Lender of making or continuing any Loan hereunder, as the case may be, or to reduce materially any amount receivable hereunder under any Note or under any other Loan Document, then, in any such case, Borrowers shall promptly pay to Agent or such Lender, upon its demand, any additional amounts necessary to compensate Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Agent or such Lender with respect to this Agreement, the Notes or the other Loan Documents. If Agent or such Lender becomes entitled to claim any additional amounts pursuant to this Section 1.9(b) , it shall promptly notify Borrower Representative of the event by reason of which Agent or such Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or such Lender to Borrower Representative (with a copy to Agent) shall, absent manifest error, be final, conclusive and binding for all purposes.

(c)		Foreign Lenders . Each Lender organized under the laws of a jurisdiction outside the United States (a “ Foreign Lender ”) shall provide to Borrower Representative and Agent a properly completed and executed IRS Form W-8BEN or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS of the United States certifying as to such Foreign Lender’s entitlement to such exemption with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a “ Certificate of Exemption ”). Prior to becoming a Lender under this Agreement and within fifteen (15) days after a reasonable written request of Borrower Representative or Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption to Borrower Representative and Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement and does not provide a Certificate of Exemption to Borrower Representative and Agent within the time periods set forth in the preceding sentence, Borrowers shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrowers shall not be required to pay any

		additional amounts as a result of such withholding, provided that all such withholding shall cease upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower Representative and Agent.

1.10		Borrower Representative . Each Borrower hereby designates Parent Company as its representative (Parent Company, acting in such capacity, herein, “ Borrower Representative ”) and agent on its behalf for the purposes of issuing Notice of Revolving Credit Advances, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Loan Documents. Borrower Representative hereby accepts such appointment. Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on its behalf by Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as it if the same had been made directly by such Borrower.

1.11		Use of Loan Proceeds . The proceeds of the Term Loan shall be used for refinancing the Borrowers’ existing Indebtedness, funding the payment of the purchase price for the STN Acquisition (and any other Related Transaction expenses), funding the initial portion of the Cash Collateral required to be deposited pursuant to the Cash Collateral Agreement, funding the payment of fees and expenses hereunder and for general business purposes in a manner not in conflict with any of the Borrowers’ covenants in this Agreement. The proceeds of the Revolving Credit Advances shall be used for refinancing the Borrower’s existing Indebtedness, funding the payment of fees and expenses hereunder and general business purposes in a manner not in conflict with any of the Borrowers’ covenants in this Agreement.

1.12		Application and Allocation of Payments . So long as no Event of Default has occurred and is continuing, (i) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 1.5(a) and 1.5(d) ; and (iii) mandatory prepayments shall be applied as set forth in Section 1.5(b) , 1.5(c) and 1.5(d) . All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrowers hereby irrevocably waive the right to direct the application of any and all payments received from or on behalf of any Borrower, and Borrowers hereby irrevocably agree that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records.

SECTION 2.
AFFIRMATIVE COVENANTS

Each Credit Party executing this Agreement jointly and severally agrees as to all Credit Parties that from and after the date hereof and until the Termination Date:

2.1		Compliance With Laws and Contractual Obligations . Each Credit Party will (a) comply with and shall cause each of its Subsidiaries to comply with (i) the requirements of all applicable material laws, rules, regulations and orders of any Governmental Authority (including, without limitation, laws, rules, regulations and orders relating to taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters and employee health and safety) as now in effect and which may be imposed in the future in all jurisdictions in which any Credit Party or any of its Subsidiaries is now doing business or may hereafter be doing business and (ii) the obligations, covenants and conditions contained in all Contractual Obligations of such Credit Party or any of its Subsidiaries other than those laws, rules, regulations and orders and those provisions of such Contractual Obligations the noncompliance with which could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (b) maintain or obtain and shall cause each of its Subsidiaries to maintain or obtain all licenses, qualifications and permits now held or hereafter required to be held by such Credit Party or any of its Subsidiaries, for which the loss, suspension, revocation or failure to obtain or renew, could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. This Section 2.1 shall not preclude any Credit Party or its Subsidiaries from contesting any taxes or other payments, if they are being diligently contested in good faith in a manner which stays enforcement thereof and if appropriate expense provisions have been recorded in conformity with GAAP, subject to Section 3.2 and no Lien (other than a Permitted Encumbrance) in respect thereof has been created.

2.2		Insurance.

(a)		Each Credit Party will maintain or cause to be maintained, with financially sound and reputable insurers, public liability and property damage insurance with respect to its business and properties and the business and properties of its Subsidiaries against loss or damage of the kinds customarily carried or maintained by corporations of established reputation engaged in similar businesses and in amounts acceptable to Agent and will deliver evidence thereof to Agent. Each Credit Party will maintain business interruption insurance providing coverage for a period and in an amount satisfactory to Agent, in its Permitted Discretion. Each Credit Party shall, pursuant to endorsements and/or assignments in form and substance satisfactory to Agent, in its Permitted Discretion, (i) cause Agent to be named as lender’s loss payee in the case of casualty insurance, and assignee in the case of all business interruption insurance, in each case for the benefit of Agent and Lenders and (ii) cause Agent and each Lender to be named as additional insureds in the case of all liability insurance. Each Credit Party represents and warrants that it and each of its Subsidiaries currently maintains all material properties as set forth above and maintains all insurance described above. In the event any Credit Party fails to provide Agent with evidence of the insurance coverage required by this Agreement,

		Agent may purchase insurance at such Credit Party’s expense to protect Agent’s and Lenders’ interests in the Collateral. This insurance may, but need not, protect such Credit Party’s interests. The coverage purchased by Agent may not pay any claim made by such Credit Party or any claim that is made against such Credit Party in connection with the Collateral. Such Credit Party may later cancel any insurance purchased by Agent, but only after providing Agent with evidence that such Credit Party has obtained insurance as required by this Agreement. If Agent purchases insurance for the Collateral, such Credit Party will be responsible for the costs of that insurance, including interest and other Charges imposed by Agent in connection with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance. The costs of the insurance may be added to the Obligations. The costs of the insurance may be more than the cost of insurance such Credit Party is able to obtain on its own.

(b)		Credit Parties shall notify Agent in writing immediately upon the occurrence of any Casualty Event. Notwithstanding anything to the contrary contained in any insurance policies, all Net Proceeds arising from a Casualty Event paid to any Credit Party or any of its Subsidiaries shall immediately be delivered to Agent. So long as (i) no Event of Default shall have occurred and be continuing or result from the release of funds or the making of any Revolving Credit Advance to Borrowers in accordance with the following, and (ii) in Agent’s reasonable judgment, appropriate arrangements have been made to ensure that the Collateral will not be materially impaired, the Agent shall permit the Credit Parties to use Net Proceeds arising from a Casualty Event to replace, repair, restore or rebuild the Collateral and/or other assets of the Credit Parties in accordance with the terms of this Section 2.2 ; provided that such Credit Party commences and diligently pursues such replacement, repair, restoration or rebuilding of Collateral and/or other assets of the Credit Parties within ninety (90) days of the occurrence of such Casualty Event. All Net Proceeds that are to be made available to any Credit Party to replace, repair, restore or rebuild the Collateral and/or other assets of the Credit Parties shall be applied by Agent to reduce the outstanding principal balance of the Revolving Loan (which application shall not result in a permanent reduction of the Revolving Credit Commitment) and upon such application, Agent shall establish an Availability Reserve against the Borrowing Base in an amount equal to the amount of such Net Proceeds so applied. Thereafter, such Net Proceeds shall be made available to Credit Parties to provide funds to replace, repair, restore or rebuild the Collateral and/or other assets of the Credit Parties as follows: (i) Borrowers shall request a Revolving Credit Advance be made to Borrowers in the amount requested to be released; (ii) so long as the conditions set forth in Section 7.2 have been met, Agent shall make such Revolving Credit Advance; and (iii) in the case of Net Proceeds applied against the Revolving Loan, the Availability Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral and/or other assets of the Credit Parties in accordance with this Section 2.2(b) , such Net Proceeds shall be applied in accordance with Section 1.5(d)(ii) . Notwithstanding the foregoing, if the aggregate amount of the Net Proceeds arising from any such Casualty Event that are to be made available to any Credit Party to replace, repair, restore or rebuild the Collateral and/or other assets of the Credit Parties exceeds the outstanding principal balance of the Revolving Loans (any such excess amount, the “ Excess Net Proceeds ”), Agent shall first make available to

		Credit Parties the Excess Net Proceeds to replace, repair, restore or rebuild the Collateral and/or other assets of the Credit Parties as and when such Credit Parties request disbursement of such funds to be used solely for such purposes prior to making any Revolving Credit Advances for such purposes as described above in this Section 2.2 . To the extent not used to replace, repair, restore or rebuild the Collateral and/or other assets of the Credit Parties in accordance with this Section 2.2(b) , such Excess Net Proceeds shall be applied in accordance with Section 1.5(d)(ii) .

2.3		Inspection; Lender Meeting; Board Meetings . Each Credit Party shall permit any authorized representatives of Agent to visit, audit and inspect any of the properties of such Credit Party and its Subsidiaries, including its and their financial and accounting records, and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and business with its and their officers and certified public accountants, at such reasonable times during normal business hours and as often as may be reasonably requested. Borrowers shall pay all normal audit and field examination fees and reasonable out-of-pocket expenses of Agent related to any such audit and/or field examination. Representatives of each Lender will be permitted to accompany representatives of Agent during each visit, inspection and discussion referred to in the immediately preceding sentence. Without in any way limiting the foregoing, each Credit Party will participate and will cause key management personnel of each Credit Party and its Subsidiaries to participate in a meeting with Agent and Lenders at least once during each year, which meeting shall be held at such time and such place as may be reasonably requested by Agent. In addition, Borrowers shall provide Agent with not less than five (5) Business Days prior written notice of all meetings of the Board of Directors of any Credit Party (except in the case of emergency meetings, in which case such written notice shall be given to Agent at the same time as that given to the relevant directors (or equivalent)). Agent and each Lender shall have the right to appoint up to two (2) observers to the Board of Directors, who shall be entitled to attend (or at the option of such observer, monitor by telephone) all meetings of such Board of Directors and each committee of such Board of Directors (including any executive committee), but shall not be entitled to vote, or to influence any vote, and who shall receive all reports, meeting materials, notices, written consents and other materials as and when provided to the members of such Board of Directors. The Credit Parties shall reimburse Agent and such Lenders for the reasonable travel expenses incurred by each such observer (limited to two (2) such Persons, in the case of Agent, and one (1) such Person, in the case of each Lender) in connection with attendance at or participation in meetings of such Credit Party’s Board of Directors to the extent consistent with such Credit Party’s policies of reimbursing directors generally for such expenses.

2.4		Organizational Existence . Except as otherwise permitted by Section 3.6 , each Credit Party will and will cause its material Subsidiaries to at all times preserve and keep in full force and effect its organizational existence and all rights and franchises material to its business.

2.5		Environmental Matters . Each Credit Party shall and shall cause each Person within its control to: (a) conduct its operations and keep and maintain its Real Estate in compliance with all Environmental Laws and Environmental Permits other than noncompliance that

		could not reasonably be expected to have a Material Adverse Effect; (b) implement any and all investigation, remediation, removal and response actions that are appropriate or necessary to maintain, in all material respects, the value and marketability of the Real Estate or to otherwise comply with Environmental Laws and Environmental Permits pertaining to the presence, generation, treatment, storage, use, disposal, transportation or Release of any Hazardous Material on, at, in, under, above, to, from or about any of its Real Estate; (c) notify Agent promptly after such Credit Party or any Person within its control becomes aware of any violation of Environmental Laws or Environmental Permits or any Release on, at, in, under, above, to, from or about any Real Estate that is reasonably likely to result in Environmental Liabilities to a Credit Party or its Subsidiaries in excess of One Hundred Thousand Dollars ($100,000); and (d) promptly forward to Agent a copy of any order, notice, request for information or any communication or report received by such Credit Party or any Person within its control in connection with any such violation or Release or any other matter relating to any Environmental Laws or Environmental Permits that could reasonably be expected to result in Environmental Liabilities in excess of One Hundred Thousand Dollars ($100,000), in each case whether or not the Environmental Protection Agency or any Governmental Authority has taken or threatened any action in connection with any such violation, Release or other matter. If Agent at any time has a reasonable basis to believe that there may be a violation of any Environmental Laws or Environmental Permits by any Credit Party or any Person under its control or any Environmental Liability arising thereunder, or a Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate, that, in each case, could reasonably be expected to have a Material Adverse Effect, then each Credit Party and its Subsidiaries shall, upon Agent’s written request (i) cause the performance of such environmental audits including subsurface sampling of soil and groundwater, and preparation of such environmental reports, at Borrowers’ expense, as Agent may from time to time reasonably request, which shall be conducted by reputable environmental consulting firms reasonably acceptable to Agent and shall be in form and substance reasonably acceptable to Agent, and (ii) if the Credit Parties fail to perform (or cause performance) of any environmental audits under Section 2.5(d)(i) above within a reasonable time after receiving a written request from Agent, Credit Parties shall permit Agent or its representatives to have reasonable access to all Real Estate for the purpose of conducting such environmental audits and testing as Agent deems appropriate, including subsurface sampling of soil and groundwater. Borrowers shall reimburse Agent for the costs of such audits and tests and the same will constitute a part of the Obligations secured hereunder.

2.6		Landlords’ Agreements, Mortgagee Agreements and Real Estate Purchases . After the Closing Date, each Credit Party shall use its best efforts to obtain a landlord’s agreement or mortgagee agreement, as applicable, from the lessor of any Real Estate leased by any Credit Party or mortgagee of any Real Estate owned by any Credit Party, as applicable, which agreement shall contain a waiver or subordination of all Liens or claims that the landlord or mortgagee may assert against the Collateral at that location, shall permit Agent access to the related premises and shall otherwise be reasonably satisfactory in form and substance to Agent. If such landlord’s agreement is not obtained within thirty (30) days after the Closing Date or upon entering into a lease in connection with new Real Estate, Agent may, in its sole discretion, establish an Availability Reserve in an

		amount equal to three (3) month’s rent related to each such leased property. Each Credit Party shall and shall cause its Subsidiaries to timely and fully pay and perform their obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located.

2.7		Further Assurances.

(a)		Each Credit Party shall, from time to time, execute such guaranties, financing statements, documents, security agreements and reports as Agent or Requisite Lenders at any time may reasonably request to evidence, perfect or otherwise implement the guaranties and security for repayment of the Obligations contemplated by the Loan Documents.

(b)		In the event any Credit Party acquires a fee ownership interest in real property after the Closing Date, such Credit Party shall deliver to Agent a fully executed mortgage or deed of trust over such real property in form and substance satisfactory to Agent, together with such title insurance policies, surveys, appraisals, evidence of insurance, legal opinions, environmental assessments and other documents and certificates as shall be required by Agent.

(c)		Each Credit Party shall (i) cause each Person, upon its becoming a Subsidiary of such Credit Party (provided that this shall not be construed to constitute consent by any of the Lenders to any transaction not expressly permitted by the terms of this Agreement), promptly to guaranty the Obligations and to grant to Agent, for the benefit of Agent and Lenders, a security interest in the real, personal and mixed property of such Person to secure the Obligations and (ii) pledge, or cause to be pledged, to Agent, for the benefit of Agent and Lenders, all of the Stock of such Subsidiary to secure the Obligations. The documentation for such guaranty, security and pledge shall be substantially similar to the Loan Documents executed concurrently herewith with such modifications as are reasonably requested by Agent.

(d)		Each Credit Party shall promptly correct any defect or error that may be discovered in any Loan Document by it, or if when discovered by the Agent, by the Agent or in the execution, acknowledgment or recordation thereof. Promptly upon request by the Agent, each Credit Party also shall, and shall cause each Subsidiary to do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all deeds, conveyances, mortgages, deeds of trust, trust deeds, assignments, estoppel certificates, financing statements and continuations thereof, notices of assignment, transfers, certificates, assurances and other instruments as the Agent may require from time to time in order: (a) to carry out more effectively the purposes of the Loan Documents; (b) to perfect and maintain the validity, effectiveness and priority of any security interests intended to be created by the Loan Documents including, without limitation, the delivery of a landlord waiver from any landlord required by the Agent; and (c) to better assure, convey, grant, assign, transfer, preserve, protect and confirm unto the Agent and Lenders the rights granted now or hereafter intended to be granted to the Agent and Lenders under any Loan Document or under any other instrument executed in connection with any Loan Document or that any Credit Party may be or become bound to convey, mortgage or assign to the Agent in order to carry out the intention or facilitate the performance of the

		provisions of any Loan Document. The Borrower Representative shall furnish to the Agent evidence satisfactory to the Agent of every such recording, filing or registration.

2.8		Cash Management Systems . Borrowers shall, and shall cause each other Credit Party to, enter into Control Agreements with respect to each lockbox and deposit account maintained by each Credit Party (other than any payroll account so long as such payroll account is a zero balance account) after the Closing Date, if requested to do so by Agent, to become effective from and after any Control Event. Each such Control Agreement shall be in form and substance satisfactory to Agent in its Permitted Discretion and provide Agent exclusive dominion and control of such lockboxes and deposit accounts from and after the occurrence of any Control Event. In connection therewith, Borrowers shall, and shall cause each other Credit Party to, remit, and direct all Account Debtors to remit, all remittances on Accounts and all other proceeds of Collateral directly to such lockboxes from which, on a daily basis, all such remittances shall be concentrated into one or more deposit accounts under the exclusive dominion and control of Agent from and after the occurrence of any Control Event used exclusively for that purpose. Funds so deposited into such concentration accounts shall, unless otherwise required by Agent to be deposited directly with Agent for application to Obligations then outstanding during any time that a Control Event exists, which Agent may elect to do at any time and from time to time, be deposited into one or more operating accounts of Borrowers, also under the exclusive dominion and control of Agent, but from which, unless Agent determines otherwise at any time that a Control Event exists, Borrowers shall have the right to make transfers and withdrawals and write checks against amounts on deposit therein from time to time.

2.9		ERISA . Each Credit Party will (a) maintain, and cause each Subsidiary to maintain, each Plan in compliance with all material applicable requirements of ERISA and of the IRC and with all material applicable rulings and regulations issued under the provisions of ERISA and of the IRC; and (b) will not permit any of the ERISA Affiliates to (i) engage in any transaction in connection with which such Credit Party or any of the ERISA Affiliates would be subject to either a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in either case in an amount exceeding Fifty Thousand Dollars ($50,000), (ii) fail to make full payment when due of all amounts which, under the provisions of any Plan, such Borrower or any ERISA Affiliate is required to pay as contributions thereto, or permit to exist any accumulated funding deficiency (as such term is defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, with respect to any Plan in an aggregate amount exceeding Fifty Thousand Dollars ($50,000) or (iii) fail to make any payments in an aggregate amount exceeding Fifty Thousand Dollars ($50,000) to any Multiemployer Plan that such Borrower or any of the ERISA Affiliates may be required to make under any agreement relating to such Multiemployer Plan or any law pertaining thereto.

SECTION 3.
NEGATIVE COVENANTS

Each Credit Party executing this Agreement jointly and severally agrees as to all Credit Parties that from and after the date hereof until the Termination Date:

3.1		Indebtedness . The Credit Parties shall not and shall not cause or permit their Subsidiaries directly or indirectly to create, incur, assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness (other than pursuant to a Contingent Obligation permitted under Section 3.4 ), except :

(a)		the Obligations;

(b)		intercompany Indebtedness arising from loans made by any Borrower (i) to any other Borrower or to the Parent Company, in each case, without limitation as to Dollar amount, or (ii) to any other Credit Party which is not a Borrower or the Parent Company in an aggregate amount not to exceed One Hundred Thousand Dollars ($100,000), in the aggregate, for all such Credit Parties taken as a whole at any time outstanding, provided , however , that (1) such Indebtedness shall be evidenced by one or more subordinated promissory notes substantially in the form of Exhibit 3.1(b) or otherwise having terms satisfactory to Agent, in its Permitted Discretion the sole originally executed counterparts of which shall be pledged and delivered to Agent, for the benefit of Agent and Lenders, as security for the Obligations and (2) at the time any such intercompany loan is made by any Borrower and immediately after giving effect thereto, the Borrower extending such intercompany loan or advance shall be Solvent; provided that for purposes of determining such Solvency, such Borrower making such intercompany loan shall assume that the right to be repaid any loans, advances or other intercompany extensions of credit owing from any Credit Party which is not Solvent shall have no value;

(c)		Indebtedness secured by purchase money Liens on Equipment or incurred with respect to Capital Leases of Equipment, to the extent not in excess of the amount specified in Section 4.1 ;

(d)		Indebtedness consisting of Subordinated Debt;

(e)		Indebtedness outstanding on the Closing Date but being satisfied on the Closing Date pursuant to the Recapitalization;

(f)		other Indebtedness outstanding on the Closing Date and described on Schedule 3.1 ; and

(g)		Permitted Refinancing Indebtedness.

3.2		Liens and Related Matters.

(a)		No Liens . The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly create, incur, assume or permit to exist any Lien on or with respect to any property or asset of such Credit Party or any such Subsidiary, whether now owned or hereafter acquired, or any income or profits therefrom, except Permitted Encumbrances, including, without limitation, those Liens constituting Permitted Encumbrances existing on the date hereof and renewals and extensions thereof, as set forth on Schedule 3.2 .

(b)		No Negative Pledges . The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly enter into or assume any agreement (other than the

		Loan Documents) prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, except (i) provisions restricting subletting or assignment of any lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business and consistent with past practices and (ii) provisions of customary documentation of any Indebtedness secured by purchase money security interests or Capital Leases of any Credit Party or their respective Subsidiaries restricting the transfer and/or encumbrance of any assets of Credit Parties or their respective Subsidiaries acquired with the proceeds of such Indebtedness secured by purchase money security interests or pursuant to such Capital Leases.

(c)		No Restrictions on Subsidiary Distributions to Borrowers . Except as provided herein or in any of the other Loan Documents, the Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary’s Stock owned by any Borrower or any other Subsidiary; (2) pay any Indebtedness owed to any Borrower or any other Subsidiary; (3) make loans or advances to any Borrower or any other Subsidiary; or (4) transfer any of its property or assets to any Borrower or any other Subsidiary.

3.3		Investments . The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly make or own any Investment in any Person except :

(a)		Credit Parties may make intercompany loans to other Credit Parties to the extent permitted under Section 3.1 ;

(b)		Credit Parties may make loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed Fifty Thousand Dollars ($50,000), in the aggregate, at any time outstanding (inclusive of any such loans and advances outstanding on the Closing Date);

(c)		Credit Parties may hold Investments representing non-cash consideration received in accordance with Section 3.7 ;

(d)		Credit Parties may make Investments in Cash Equivalents subject to Control Agreements in favor of Agent; provided that such Investments are not subject to setoff rights, except as provided in such Control Agreements;

(e)		Credit Parties may hold Investments existing on the Closing Date as set forth on Schedule 3.3 and any renewals, amendments and replacements thereof that do not increase the amount thereof; and

(f)		each Credit Party may hold investments comprised of notes payable, or stock or other securities issued by financially troubled Account Debtors (excluding Affiliates) to such Credit Party pursuant to agreements with respect to settlement of such Account Debtor’s Accounts with such Credit Party negotiated in the ordinary course of business.

3.4		Contingent Obligations . The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly create or become or be liable with respect to any Contingent Obligation, except :

(a)		those resulting from endorsement of negotiable instruments for collection in the ordinary course of business;

(b)		those existing on the Closing Date and described in Schedule 3.4 ;

(c)		those arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent mortgagee title insurance policies;

(d)		those arising with respect to customary indemnification obligations incurred in connection with Asset Dispositions permitted hereunder;

(e)		those incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations not exceeding at any time outstanding One Hundred Thousand Dollars ($100,000), in aggregate liability; and

(f)		those incurred with respect to Indebtedness permitted by Section 3.1 provided that any such Contingent Obligation is subordinated to the Obligations to the same extent as the Indebtedness to which it relates is subordinated to the Obligations.

3.5		Restricted Payments . The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly declare, order, pay, make or set apart any sum for any Restricted Payment, except that:

(a)		Each Credit Party may make payments and distributions to Parent Company (whether directly or through sequential upstream Restricted Payments) that are used by Parent Company to pay federal and state income taxes then due and owing, franchise taxes and other similar licensing expenses incurred in the ordinary course of business; provided that each Credit Party’s aggregate contribution to taxes as a result of the filing of a consolidated or combined return by Parent Company shall not be greater, nor the aggregate receipt of tax benefits less, than they would have been had such Credit Party not filed a consolidated or combined return with Parent Company;

(b)		Wholly-owned direct and indirect Subsidiaries of a Borrower may make Restricted Payments to the entity (if a Borrower) which is the direct owner of the equity of such wholly-owned Subsidiary;

(c)		Parent Company may make regularly scheduled payments of (but no prepayments of) principal and interest under the Existing Subordinated Notes, as in effect on the Closing Date, so long as (i) before and after giving effect thereto, no Default or Event of Default exists, (ii) without limitation of the preceding clause (i) , on a pro forma basis, giving effect to such payment as if made in the last Fiscal Month for which financial statements have been reported to Agent and Lenders, Borrowers remain in compliance with all Financial Covenants, (iii) giving effect to such payment as made, Borrowers are in

		compliance with the Restricted Payment Test; and (iv) such payment is otherwise then permitted to be paid pursuant to the applicable Existing Notes Subordination Agreement;

(d)		Parent Company may make regularly scheduled payments of (but no prepayments of) the USVD Seller Debt, pursuant to the USVD Documents applicable thereto as in effect on the Closing Date, so long as such payment is otherwise then permitted to be made pursuant to the USVD Seller Subordination Agreement;

(e)		Parent Company may pay cash dividends on the Preferred A Stock (but for avoidance of doubt, no other Stock) at a coupon rate not to exceed eight percent (8%) per annum, being the rate in effect under the Parent Company’s Organizational Documents as in effect on the Closing Date (without giving affect to any permission thereof authorizing or permitted any subsequent increase therein) so long as (i) before and after giving effect thereto, no Default or Event of Default exists, (ii) without limitation of the preceding clause (i) , on a pro forma basis, giving effect to such payment as if made in the last Fiscal Month for which financial statements have been reported to Agent and Lenders, Borrowers remain in compliance with all Financial Covenants, (iii) giving effect to such payment as made, Borrowers are in compliance with the Restricted Payment Test; and (iv) such payment is otherwise then permitted to be made under the Parent Company’s Organizational Documents;

(f)		any Credit Party may declare and pay dividends and other distributions to holders of its Stock, payable solely in its Stock, to the extent that such Stock is pledged to Agent as collateral security for the Obligations in accordance with the terms and provisions of the respective Collateral Documents; and

(g)		Parent Company may pay (on or after April 15, 2010) the scheduled principal payment due on April 15, 2010 under the Equity Investor Note (together with accrued interest at the rate provided in the Equity Investor Note as in effect on the date hereof), so long as (i) before and after giving effect thereto, no Default or Event of Default exists, (ii) Borrower Representative has delivered to Agent and each Lender the audited year-end financial statements of Parent Company and its Subsidiaries for the Fiscal Year ending December 31, 2009 required to be delivered pursuant to Section 4.5(b) and the monthly financial statements of Parent Company and its Subsidiaries for the Fiscal Month ending March 31, 2010 required to be delivered pursuant to Section 4.5(a) , in each case prepared in compliance with all requirements of Section 4.5 , (iii) without limitation of the preceding clause (i) , (A) on a pro forma basis, giving effect to such payment as if made in the Fiscal Year ending December 31, 2009, Borrowers remain in compliance with all Financial Covenants and (B) on a pro forma basis, giving effect to such payment as if made in the Fiscal Month ending March 31, 2010, Borrowers remain in compliance with all Financial Covenants, (iv) giving effect to such payment as made, Borrowers are in compliance with the Restricted Payment Test; (v) no Material Adverse Effect has occurred since the Closing Date; (vi) such payment is otherwise then permitted to be paid pursuant to the Equity Investor Note Subordination Agreement; and (vii) the chief executive officer or chief financial officer of Borrower Representative shall have certified as to satisfaction of each of the foregoing conditions in a certificate attaching calculations.

3.6		Restriction on Fundamental Changes . The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly: (a) amend, modify or waive any term or provision of its Organizational Documents in any manner materially adverse to themselves or to the Agent or Lenders, unless required by law; (b) enter into any transaction of merger or consolidation except , upon not less than five (5) Business Days prior written notice to Agent, any wholly-owned Subsidiary of any Borrower may be merged with or into such Borrower (provided that such Borrower is the surviving entity) or any other wholly-owned Subsidiary of such Borrower; (c) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution); or (d) except as the result of (i) the closing of the STN Acquisition or (ii) the consummation of a transaction permitted under Aclause (b) herein, acquire by purchase or otherwise all or any substantial part of the business, Stock or assets of any other Person.

3.7		Disposal of Assets or Subsidiary Stock . The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business and (b) the Notes and the Warrants, (c) dispositions pursuant to the Warrantholders Rights Agreement and (d) Asset Dispositions not otherwise permitted under this Section 3.7 by any Credit Party if all of the following conditions are met: (i) the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed One Hundred Thousand Dollars ($100,000); (ii) the consideration received is at least equal to the fair market value of such assets; (iii) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(d) ; and (iv) no Default or Event of Default then exists or would result from such Asset Disposition.

3.8		Transactions with Affiliates . The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any management, consulting, investment banking, advisory or other similar services) with any Affiliate or with any director, officer or employee of any Credit Party, except (a) as set forth on Schedule 3.8(a) , (b) transactions in the ordinary course of and pursuant to the reasonable requirements of the business of any such Credit Party or any of its Subsidiaries and upon fair and reasonable terms which are fully disclosed to Agent and are no less favorable to any such Credit Party or any of its Subsidiaries than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate, (c) payment of reasonable compensation to officers and employees for services actually rendered to any such Credit Party or any of its Subsidiaries; (d) payment of director’s (or similar) fees not to exceed Fifty Thousand Dollars ($50,000) in the aggregate as to all such fees, for any Fiscal Year of Borrowers; (e) loans to employees permitted in Section 3.3 , (f) Restricted Payments permitted in Section 3.5 and the agreements pursuant to which such Restricted Payments are required to be made, (g) reimbursement of employee travel and lodging costs incurred in the ordinary course of business and (h) employment agreements, equity incentive agreements and other employee and arrangements in the

		ordinary course of business which are fully disclosed to the Agent, including the USVD Employment Agreements and the USVD Non-Compete Agreements.

3.9		Conduct of Business . The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly engage in any business other than businesses of the type described on Schedule 3.9 .

3.10		Changes Relating to Indebtedness . The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly change or amend the terms of any of its Indebtedness permitted by Section 3.1 , except as permitted by Section 3.1(g) and except as contemplated by, and in accordance with, the STN Acquisition Agreement.

3.11		Fiscal Year . No Credit Party shall change its Fiscal Year or permit any of its Subsidiaries to change their respective fiscal years, provided , however , that STN may change its Fiscal Year to December 31 to make it consistent with Parent Company’s Fiscal Year.

3.12		Press Release; Public Offering Materials . Each Credit Party executing this Agreement agrees that neither it nor its Affiliates will in the future issue any press releases or other public disclosure, including any prospectus, proxy statement or other materials filed with any Governmental Authority relating to a public offering of the Stock of any Credit Party, using the name of Agent, any Lender or its Affiliates or referring to this Agreement, the other Loan Documents or the Related Transactions Documents without at least two (2) Business Days’ prior notice to Agent and Lenders and without the prior written consent of Agent and Lenders unless (and only to the extent that) such Credit Party or Affiliate is required to do so under law and then, in any event, such Credit Party or Affiliate will consult with Chatham before issuing such press release or other public disclosure. Each Credit Party consents to the publication by Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Agent or such Lender shall provide a draft of any such tombstone or similar advertising material to each Credit Party for review and comment prior to the publication thereof. Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

3.13		Subsidiaries . The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly establish, create or acquire any Subsidiary subsequent to the Closing Date.

3.14		Bank Accounts; Lockboxes . The Credit Parties shall not and shall not cause or permit their Subsidiaries to establish any new bank accounts or lockboxes without prior written notice to Agent and, if such bank account is a deposit account, unless Agent and the bank at which such deposit account is to be opened or lockbox is to be administered (other than any payroll account so long as such payroll account is a zero balance account and other than any client account administered by any Credit Party) enter into a Control Agreement regarding such deposit account and/or lockbox, as applicable (after any Control Event), pursuant to which such bank acknowledges the security interest of Agent in such deposit account and/or lockbox, as applicable, agrees to comply with instructions originated by

		Agent directing disposition of the funds in the deposit account and/or lockbox, as applicable, without further consent from such Credit Party or Subsidiary, and agrees to subordinate and limit any security interest the bank may have in the deposit account and/or lockbox, as applicable, and waive all rights of set-off with respect thereto (other than for customary fees and expenses) on terms satisfactory to Agent and permitting Agent to assume exclusive dominion and control over such deposit account and/or lockbox, as applicable.

3.15		Hazardous Materials . The Credit Parties shall not and shall not cause or permit their Subsidiaries to cause or permit a Release of any Hazardous Material on, at, in, under, above, to, from or about any of the Real Estate where such Release would (a) violate in any respect, or form the basis for any Environmental Liabilities by the Credit Parties or any of their Subsidiaries under, any Environmental Laws or Environmental Permits or (b) otherwise adversely impact the value or marketability of any of the Real Estate or any of the Collateral, other than such violations or Environmental Liabilities that could not reasonably be expected to have a Material Adverse Effect.

3.16		ERISA . The Credit Parties shall not and shall not cause or permit any ERISA Affiliate to, cause or permit to occur an ERISA Event to the extent such ERISA Event could reasonably be expected to have a Material Adverse Effect.

3.17		Sale Leasebacks . The Credit Parties shall not and shall not cause or permit any of their Subsidiaries to engage in any sale leaseback, synthetic lease or similar transaction involving any of its assets.

3.18		Changes to Material Contracts . The Credit Parties shall not and shall not cause or permit any of their Subsidiaries to change or amend the terms of their Material Contracts, including, particularly, any set forth on Schedule 3.18 , in a manner materially adverse to the rights or interests of any Credit Party which is a party thereto or materially adverse to the rights or interests of the Agent and the Lenders, other than (i) the Related Transaction Documents, which may not be changed or amended in any manner without the prior written consent of Agent, and (ii) the Subordinated Debt Documents, which may not be changed or amended in any manner except in accordance with the Subordination Documents corresponding thereto.

3.19		Prepayments of Other Indebtedness . The Credit Parties shall not, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness, including, particularly, but without limitation in this regard, the USVD Seller Debt, except (i) the Obligations, subject to the terms and conditions thereon set forth herein; (ii) Indebtedness secured by a Permitted Encumbrance if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance with Section 3.7(a) , and (iii) intercompany Indebtedness reflecting amounts owing to Borrowers and permitted under Section 3.1 .

3.20		Accounting Changes . No Credit Party will, and shall not cause or permit any Subsidiary to, make any significant change in accounting treatment or reporting practices, except as required by GAAP.

3.21		Subordinated Debt . No Credit Party will, nor permit any Subsidiary to, (a) make any scheduled payment of the principal of or interest on any Subordinated Debt which would be prohibited by the terms of such Subordinated Debt and any related Subordination Agreement; (b) directly or indirectly make any prepayment on or purchase, redeem or defease any Subordinated Debt or offer to do so (whether such prepayment, purchase or redemption, or offer with respect thereto, is voluntary or mandatory, unless expressly permitted pursuant to the applicable Subordination Agreement); (c) amend or cancel the subordination provisions applicable to any Subordinated Debt; (d) take or omit to take any action if as a result of such action or omission the subordination of such Subordinated Debt, or any part thereof, to the Obligations might be terminated, impaired or adversely affected; or (e) omit to give the Agent prompt notice of any notice received from any holder of Subordinated Debt, or any trustee therefor, or of any default under any agreement or instrument relating to any Subordinated Debt by reason whereof such Subordinated Debt might become or be declared to be due or payable.

3.22		Executive Compensation . No Credit Party will, nor permit any Subsidiary to, make any payments of management, consulting or other fees for management or similar services, or any payment on account of any Indebtedness owing to any officer, employee, shareholder, director or other Affiliate of such Credit Party, except reasonable compensation to officers, employees and directors of such Credit Party for services rendered to such Borrower in the ordinary course of business. Without limiting the foregoing, (i) no Credit Party shall pay or commit to pay cash compensation to any member of such Credit Party’s senior management in an amount in any Fiscal Year in excess of one hundred ten percent (110%) of the aggregate cash compensation paid during the prior Fiscal Year plus such additional amounts of incentive compensation as the Credit Parties may elect to pay from time to time after prior review with, and prior approval by, Agent and (ii) no Credit Party may make any change in the amount, method of calculation or frequency of payment of the USVD Compensation in any event.

3.23		Hedging Agreements . No Credit Party will, nor permit any Subsidiary to, enter into any hedging arrangements, other than any Rate Protection Agreements that are issued or approved by the Agent.

SECTION 4.
FINANCIAL COVENANTS/REPORTING

Borrowers covenant and agree that from and after the date hereof until the Commitment Termination Date, Borrowers shall perform and comply with, and shall cause each of the other Credit Parties to perform and comply with, all covenants in this Section 4 applicable to such Person.

4.1		Capital Expenditure Limits . Parent Company and its Subsidiaries on a consolidated basis shall not make Capital Expenditures that exceed in the aggregate $250,000 in any Fiscal Year beginning with the 2008 Fiscal Year.

4.2		[ Intentionally Omitted ].

4.3		Minimum Fixed Charge Coverage Ratio . Parent Company and its Subsidiaries shall have on a consolidated basis at the end of each Fiscal Month, beginning with the Fiscal Month ending August 31, 2008, a Fixed Charge Coverage Ratio for the twelve (12) Fiscal Months then ended of at least 1.75:1; provided , however , that, notwithstanding the foregoing, in computing the Fixed Charges component of the foregoing ratio for the period between August 31, 2008 and July 31, 2009, the Fixed Charges shall be computed on an “annualized” basis and not on a trailing twelve (12) Fiscal Months’ basis, with the Fiscal Month ended August 31, 2008, being the “base” month; that is, for the foregoing purposes, “Fixed Charges” as of August 31, 2008 shall be equal to Fixed Charges for such Fiscal Month multiplied by twelve (12), “Fixed Charges” as of September 30, 2008 shall be equal to Fiscal Charges for the two (2) Fiscal Months then ended (counting from August 1, 2008) multiplied by six (6), and so forth month-by-month.

4.4		Maximum Leverage Ratio . Parent Company and its Subsidiaries on a consolidated basis shall have, at the end of each Fiscal Month, beginning with the Fiscal Month ending August 31, 2008, a Leverage Ratio as of the last day of such Fiscal Month and for the twelve (12) Fiscal Months then ended (using for all applicable Fiscal Months ending prior to the Closing Date the stipulated amounts of EBITDA set forth at Annex F-12 ), of not more than 3.0:1.

4.5		Financial Statements and Other Reports . Parent Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of Financial Statements in conformity with GAAP (it being understood that monthly Financial Statements are not required to have footnote disclosures and may be subject to normal year-end adjustments). Borrower Representative will deliver each of the Financial Statements and other reports described below to Agent (and each Lender in the case of the Financial Statements and other reports described in Sections 4.5(a), (b), (c) , (d), (e), (f) , (g), (h), (i), (j) , and (n) ).

(a)		Interim Financials . As soon as available and in any event within thirty (30) days after the end of each Fiscal Month (including the last Fiscal Month of Parent Company’s Fiscal Year), Borrower Representative will deliver (1) the consolidated and consolidating balance sheets of Parent Company and its Subsidiaries, as at the end of such Fiscal Month, and the related consolidated and consolidating statements of income and stockholders’ equity and a schedule of Capital Expenditures for such Fiscal Month and for the period from the beginning of the then current Fiscal Year of Parent Company to the end of such month, together with, on a quarterly basis only, a cash flow statement, (2) a report setting forth in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the most recent Projections for the current Fiscal Year delivered pursuant to Section 4.5(h) and (3) a schedule of the outstanding Indebtedness for borrowed money of Borrowers and their Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan.

(b)		Year-End Financials . As soon as available and in any event within ninety (90) days after the end of each Fiscal Year thereafter of Parent Company, Borrower Representative will deliver (1) the consolidated and consolidating balance sheets of Parent Company and its Subsidiaries, as at the end of such year, and the related consolidated and consolidating statements of income, stockholders’ equity and cash flow for such Fiscal Year, (2) a schedule of the outstanding Indebtedness for borrowed money of Parent Company and its Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan and (3) a report with respect to the consolidated Financial Statements from a firm of Certified Public Accountants selected by Borrowers and reasonably acceptable to Agent, which report shall be prepared in accordance with Statement of Auditing Standards No. 58 (the “ Statement ”) “ Reports on Audited Financial Statements ” and such report shall be “ Unqualified ” (as such term is defined in such Statement).

(c)		Accountants’ Reports . Promptly upon receipt thereof, Borrower Representative will deliver copies of all significant reports submitted by Parent Company’s firm of certified public accountants in connection with each annual, interim or special audit or review of any type of the Financial Statements or related internal control systems of Borrowers or their Subsidiaries made by such accountants, including any comment letter submitted by such accountants to management in connection with their services.

(d)		Borrowing Base Certificate . As soon as available and in any event on the first Business Day of each calendar month, and from time to time upon the request of Agent, Borrower Representative will deliver a Borrowing Base Certificate (in substantially the same form as Exhibit 4.5(d) , the “ Borrowing Base Certificate ”) as at the last Business Day of the preceding calendar week.

(e)		Management Report . Together with each delivery of Financial Statements of Parent Company pursuant to Sections 4.5(a) , Borrower Representative will deliver a management report (1) describing the operations and financial condition of Parent Company and its Subsidiaries for the month then ended and the portion of the current Fiscal Year then elapsed (or for the Fiscal Year then ended in the case of year-end financials) and (2) discussing the reasons for any significant variations. The information above shall be presented in reasonable detail and shall be certified by the chief financial officer of Borrower Representative to the effect that such information fairly presents the results of operations and financial condition of Parent Company and its Subsidiaries as at the dates and for the periods indicated.

(f)		Backlog . Together with each delivery of Financial Statements of Parent Company pursuant to Section 4.5(a) , Borrower Representative will deliver a schedule of backlog (by customer and by Borrower), to be current as of its delivery date, to be in form and content reasonably satisfactory to Agent, but including therein in any event the amount of each contract, the expected installation date and status of contract ( i.e. , executed, pending or upside).

(g)		Appraisals . From time to time, at Borrowers’ expense, at any time while and so long as an Event of Default shall have occurred and be continuing, Agent may obtain appraisal

		reports in form and substance and from appraisers satisfactory to Agent stating the then current market values of all or any portion of the Real Estate and personal property owned by any of the Credit Parties.

(h)		Projections and Operating Plan . As soon as available and in any event no later than thirty (30) days prior to the end of each of Parent Company’s Fiscal Years, Borrower Representative will deliver (a) Projections of Parent Company and its Subsidiaries for the forthcoming three (3) fiscal years, year by year, and for the forthcoming fiscal year, month by month and (b) a board approved operating plan for Parent Company and its Subsidiaries for the forthcoming Fiscal Year.

(i)		SEC Filings and Press Releases . Promptly upon their becoming available, but in any event within five (5) Business Days thereafter Borrower Representative will deliver copies of (1) all Financial Statements, reports, notices and proxy statements sent or made available by Parent Company or any of its Subsidiaries to their Stockholders, (2) all regular and periodic reports and all registration statements and prospectuses, if any, filed by Parent Company or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission, any Governmental Authority or any private regulatory authority, and (3) all press releases and other statements made available by Parent Company or any of its respective Subsidiaries to the public concerning developments in the business of any such Person.

(j)		Events of Default, Etc. Promptly upon any officer of any Credit Party obtaining knowledge of any of the following events or conditions, but in any event within five (5) Business Days thereafter Borrower Representative shall deliver copies of all notices given or received by such Borrower or any of their Subsidiaries with respect to any such event or condition and a certificate of a Senior Officer of Borrower Representative specifying the nature and period of existence of such event or condition and what action Borrowers or any of their Subsidiaries has taken, is taking and proposes to take with respect thereto: (1) any condition or event that constitutes, or which could reasonably be expected to result in the occurrence of, an Event of Default or Default; (2) any notice that any Person has given to any Borrower or any of their Subsidiaries or any other action taken with respect to a claimed default or event or condition of the type referred to in Section 6.1(b) ; (3) any event or condition that could reasonably be expected to result in any Material Adverse Effect; or (4) any default or event of default with respect to any Indebtedness of any Borrower or any of its Subsidiaries.

(k)		Litigation . Promptly upon any officer of any Credit Party obtaining knowledge of but in any event within five (5) Business Days thereafter (1) the institution of any action, charge, claim, demand, suit, proceeding, petition, governmental investigation, tax audit or arbitration now pending or, to the best knowledge of such Credit Party after due inquiry, threatened against or affecting any Credit Party or any of its Subsidiaries or any property of any Credit Party or any of its Subsidiaries (“ ALitigation ”) not previously disclosed by Borrower Representative to Agent or (2) any material development in any action, suit, proceeding, governmental investigation or arbitration at any time pending against or affecting any Credit Party or any property of any Credit Party which, in each case, could reasonably be expected to have a Material Adverse Effect, Borrower Representative will

		promptly give notice thereof to Agent and provide such other information as may be reasonably available to them to enable Agent and its counsel to evaluate such matter.

(l)		Notice of Corporate and other Changes . Borrower Representative shall provide prompt (but within five (5) Business Days) written notice of (1) all jurisdictions in which a Credit Party becomes qualified after the Closing Date to transact business, (2) any change after the Closing Date in the authorized and issued Stock of any Credit Party or any amendment to their articles or certificate of incorporation, by laws, partnership agreement or other organizational documents, (3) any Subsidiary created or acquired by any Credit Party or any of its Subsidiaries after the Closing Date, such notice, in each case, to identify the applicable jurisdictions, capital structures or Subsidiaries, as applicable, and (4) any other event that occurs after the Closing Date which would cause any of the representations and warranties in Section 5 of this Agreement or in any other Loan Document to be untrue or misleading in any material respect. The foregoing notice requirement shall not be construed to constitute consent by any of the Lenders to any transaction referred to above which is not expressly permitted by the terms of this Agreement.

(m)		Other Information . Promptly (but within five (5) Business Days), Borrower Representative will deliver such other information and data with respect to any Credit Party or any Subsidiary of any Credit Party as from time to time may be reasonably requested by Agent.

(n)		Compliance Certificate . Together with each delivery of Financial Statements of Borrowers and their Subsidiaries pursuant to Sections 4.5(a) and (b) , Borrower Representative will deliver a fully and properly completed Compliance Certificate (in substantially the same form as Annex F (the “ Compliance Certificate ”) signed by Borrower Representative’s chief executive officer or chief financial officer.

(o)		Taxes . Borrower Representative shall provide prompt (but within five (5) Business Days) written notice of (i) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges by any Credit Party or any of its Subsidiaries and (ii) any agreement by any Credit Party or any of its Subsidiaries or request directed to any Credit Party or any of its Subsidiaries to make any adjustment under IRC Section 481(a), by reason of a change in accounting method or otherwise, which could reasonably be expected to have a Material Adverse Effect.

4.6		Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement . For purposes of this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to such terms in conformity with GAAP. Financial statements and other information furnished to Agent pursuant to Sections 4.5 or any other section (unless specifically indicated otherwise) shall be prepared in accordance with GAAP as in effect at the time of such preparation; provided that no Accounting Change shall affect financial covenants, standards or terms in this Agreement; provided further that Borrowers shall prepare footnotes to the Financial Statements required to be delivered hereunder that show the differences between the Financial Statements delivered

(which reflect such Accounting Changes) and the basis for calculating financial covenant compliance (without reflecting such Accounting Changes). All such adjustments described in clause (c) of the definition of the term Accounting Changes resulting from expenditures made subsequent to the Closing Date (including capitalization of costs and expenses or payment of pre-Closing Date liabilities) shall be treated as expenses in the period the expenditures are made.

SECTION 5.
REPRESENTATIONS AND WARRANTIES

To induce Agent and Lenders to enter into the Loan Documents and make Loans, Borrowers and the other Credit Parties executing this Agreement, jointly and severally, represent, warrant and covenant to Agent and each Lender that, except as otherwise expressly set forth in the Schedules attached hereto, the following statements are or, after giving effect to the Related Transactions, will be true, correct and complete until the Termination Date with respect to all Credit Parties:

5.1		Disclosure . No representation or warranty of any Credit Party contained in this Agreement, the Financial Statements referred to in Section 5.5 , the other Related Transactions Documents or any other document, certificate or written statement furnished to Agent or any Lender by or on behalf of any such Person for use in connection with the Loan Documents or the Related Transactions Documents contains any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements contained herein or therein not misleading in any material respect in light of the circumstances in which the same were made.

5.2		No Material Adverse Effect . Since December 31, 2007, there have been no events or changes in facts or circumstances affecting any Credit Party or any of its Subsidiaries which individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect and that have not been disclosed herein or in the attached Disclosure Schedules.

5.3		No Conflict . The consummation of the Related Transactions does not and will not violate or conflict with any laws, rules, regulations or orders of any Governmental Authority or violate, conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any Contractual Obligation or Organizational Documents of any Credit Party or any of its Subsidiaries except if such violations, conflicts, breaches or defaults could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

5.4		Organization, Powers, Capitalization and Good Standing, Organization and Powers .

(a)		Each of the Credit Parties and each of their Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and qualified to do business in all states where such qualification is required except where failure to be so qualified could not reasonably be expected to have a Material Adverse Effect. The jurisdiction of organization and all jurisdictions in which each Credit Party is qualified to do business are set forth on Schedule 5.4(a) . Each of the Credit Parties and each of their Subsidiaries has all requisite organizational power and authority to own and operate its properties, to carry on its business as now conducted and proposed to be conducted, to enter into each Related Transactions Document to which it is a party and to incur the Obligations, grant liens and security interests in the Collateral and carry out the Related Transactions.

(b)		Capitalization . As of the Closing Date: (i) each Subsidiary of a Credit Party is listed on Schedule 5.4(b) ; (ii) the authorized Stock of each of the Credit Parties and each of their Subsidiaries is as set forth on Schedule 5.4(b) ; (iii) all issued and outstanding Stock of each of the Credit Parties and each of their Subsidiaries is duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens other than those in favor of Agent for the benefit of Agent and Lenders, and such Stock was issued in compliance with all applicable state, federal and foreign laws concerning the issuance of securities; (iv) the identity of the holders of the Stock of each of the Credit Parties and the percentage of their fully diluted ownership of the Stock of each of the Credit Parties is set forth on Schedule 5.4(b) ; and (v) no Stock of any Credit Party or any of their Subsidiaries, other than those described above, is issued and outstanding. Except as provided in Schedule 5.4(b) , as of the Closing Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party or any of their Subsidiaries of any Stock of any such entity.

(c)		Binding Obligation . This Agreement is, and the other Related Transactions Documents when executed and delivered will be, the legally valid and binding obligations of the applicable parties thereto, each enforceable against each of such parties, as applicable, in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting, creditors’ rights generally and the effects of general principles of equity.

5.5		Financial Statements and Projections .

(a)		All Financial Statements concerning the Credit Parties which have been or will hereafter be furnished to Agent pursuant to this Agreement, including the Historical Financial Statements, have been or will be prepared in accordance with GAAP consistently applied (except as disclosed therein) and do or will present fairly in all material respects the financial condition of the entities covered thereby as at the dates thereof and the results of their operations for the periods then ended, subject to, in the case of unaudited Financial Statements, the absence of footnotes and normal year end adjustments.

(b)		The Projections delivered on or prior to the Closing Date and the updated Projections delivered pursuant to Section 4.5(h) represent and will represent as of the date thereof the good faith estimate of Borrowers and their senior management concerning the most probable course of their business.

5.6		Intellectual Property . As of the Closing Date, each of the Credit Parties and its Subsidiaries owns, is licensed to use or otherwise has the right to use, all material Intellectual Property used in or necessary for the conduct of its business as currently conducted that is material to the condition (financial or other), business or operations of such Credit Party and its Subsidiaries and all such Intellectual Property is identified on Schedule 5.6 and fully protected and/or duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filings or issuances. As of the Closing Date, except as disclosed in Schedule 5.6 , the use of such Intellectual Property by the Credit Parties and their Subsidiaries and the conduct of their businesses does not and has not been alleged by any Person to infringe on the rights of any Person.

5.7		Investigations, Audits, Etc. As of the Closing Date, except as may be set forth on Schedule 5.7 , no Credit Party or any of their Subsidiaries is the subject of any review or audit by the IRS or any governmental investigation concerning the violation or possible violation of any law.

5.8		Employee Matters . As of the Closing Date, except as may be set forth on Schedule 5.8 , (a) no Credit Party or Subsidiary of a Credit Party nor any of their respective employees is subject to any collective bargaining agreement, (b) no petition for certification or union election is pending with respect to the employees of any Credit Party or any of their Subsidiaries and no union or collective bargaining unit has sought such certification or recognition with respect to the employees of any Credit Party or any of their Subsidiaries, (c) there are no strikes, slowdowns, work stoppages or controversies pending or, to the best knowledge of any Credit Party after due inquiry, threatened between any Credit Party or any of their Subsidiaries and its respective employees, other than employee grievances arising in the ordinary course of business which could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect and (d) hours worked by and payment made to employees of each Credit Party and each of their Subsidiaries comply with the Fair Labor Standards Act and each other federal, state, provincial, local or foreign law applicable to such matters. Except in respect of the USVD Employment Agreement and as may be set forth on Schedule 5.8 , no Credit Party nor any of its Subsidiaries is party to an employment contract.

5.9		Solvency . As of the Closing Date each of the Credit Parties and each of its Subsidiaries is Solvent.

5.10		Litigation; Adverse Facts . Except as may be set forth on Schedule 5.10 , there are no judgments outstanding against any Credit Party or any of its Subsidiaries or affecting any property of any Credit Party or any of its Subsidiaries, nor is there any Litigation pending, or to the best knowledge of any Credit Party threatened, against any Credit Party or any of its Subsidiaries which could reasonably be expected to result in any Material Adverse Effect.

5.11		Use of Proceeds; Margin Regulations.

(a)		No part of the proceeds of any Loan will be used for “buying” or “carrying” “margin stock” within the respective meanings of such terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect or for any other purpose that violates the provisions of the regulations of the Board of Governors of the Federal Reserve System. If requested by Agent, each Credit Party will furnish to Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form 0-1, as applicable, referred to in Regulation U.

(b)		Borrowers shall utilize the proceeds of the Loans solely for the STN Acquisition and the Related Transactions (and to pay any Related Transaction expenses), and for the financing of Borrowers’ ordinary working capital needs and/or other purposes permitted by this Agreement. Schedule 5.11 contains a description of Borrowers’ sources and uses of funds as of the Closing Date, including Loans to be made on that date, and a funds flow memorandum detailing how funds from each source are to be transferred for particular uses.

5.12		Ownership of Property; Liens . As of the Closing Date, the real estate (“ Real Estate ”) listed in Schedule 5.12 constitutes all of the real property owned, leased, subleased, or used by any Credit Party or any of its Subsidiaries. As of the Closing Date, each of the Credit Parties and each of its Subsidiaries owns good and marketable fee simple title to all of its owned Real Estate, and valid leasehold interests in all of its leased Real Estate, all as described on Schedule 5.12 , and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Schedule 5.12 further describes any Real Estate with respect to which any Credit Party or any of its Subsidiaries is a lessor, sublessor or assignor as of the Closing Date. As of the Closing Date, each of the Credit Parties and each of its Subsidiaries also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party or any of its Subsidiaries are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that are reasonably likely to result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances against the properties or assets of any Credit Party or any of its Subsidiaries. Except as disclosed in Schedule 5.12 , each of the Credit Parties and each of its Subsidiaries has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party’s or Subsidiary’s right, title and interest in and to all such Real Estate and other properties and assets. As of the Closing Date, Schedule 5.12 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party’s or any of its Subsidiaries’ Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and

		used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

5.13		Environmental Matters.

(a)		Except as set forth in Schedule 5.13 , as of the Closing Date: (i) the Real Estate is free of contamination from any Hazardous Material except for such contamination that could not reasonably be expected to adversely impact the value or marketability of such Real Estate and that could not reasonably be expected to result in Environmental Liabilities of the Credit Parties or their Subsidiaries in excess of One Hundred Thousand Dollars ($100,000), in the aggregate; (ii) no Credit Party and no Subsidiary of a Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of their Real Estate; (iii) the Credit Parties and their Subsidiaries are and have been in compliance with all Environmental Laws, except for such noncompliance that could not reasonably be expected to result in Environmental Liabilities of the Credit Parties or their Subsidiaries in excess of One Hundred Dollars ($100,000), in the aggregate; (iv) the Credit Parties and their Subsidiaries have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits could not reasonably be expected to result in Environmental Liabilities of the Credit Parties or their Subsidiaries in excess of One Hundred Dollars ($100,000), in the aggregate, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Credit Party and no Subsidiary of a Credit Party is involved in operations or knows of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Liabilities of such Credit Party or Subsidiary which could reasonably be expected to be in excess of One Hundred Dollars ($100,000), in the aggregate, and no Credit Party or Subsidiary of a Credit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (vi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of One Hundred Thousand Dollars ($100,000), in the aggregate or injunctive relief against, or that alleges criminal misconduct by any Credit Party or any Subsidiary of a Credit Party; (vii) no notice has been received by any Credit Party or any Subsidiary of a Credit Party identifying any of them as a “potentially responsible party” or requesting information under CERCLA or analogous state statutes, and to the knowledge of the Credit Parties, there are no facts, circumstances or conditions that may result in any of the Credit Parties or their Subsidiaries being identified as a “potentially responsible party” under CERCLA or analogous state statutes; and (viii) the Credit Parties have provided to Agent copies of all existing environmental reports, reviews and audits and all written information pertaining to actual or potential Environmental Liabilities, in each case in possession of the Credit Parties relating to any of the Credit Parties or their Subsidiaries.

(b)		Each Credit Party hereby acknowledges and agrees that Agent (i) is not now, and has not ever been, in control of any of the Real Estate or affairs of such Credit Party or its Subsidiaries, and (ii) does not have the capacity through the provisions of the Loan

		Documents or otherwise to influence any Credit Party’s or its Subsidiaries’ conduct with respect to the ownership, operation or management of any of their Real Estate or compliance with Environmental Laws or Environmental Permits.

5.14		ERISA.

(a)		Schedule 5.14 lists all Plans and separately identifies all Pension Plans, including Title IV Plans, Multiemployer Plans, ESOPs and Welfare Plans, including all Retiree Welfare Plans. As of the Closing Date, copies of all such listed Plans, together with a copy of the latest form IRS/DOL 5500-series for each such Plan have been delivered to Agent. Except with respect to Multiemployer Plans, each Qualified Plan has been determined by the IRS to qualify under Section 401 of the IRC, and the trusts created thereunder have been determined to be exempt from tax under the provisions of Section 501 of the IRC, and nothing has occurred that would cause the loss of such qualification or tax exempt status. Each Plan is in compliance with the applicable provisions of ERISA and the IRC, including the timely filing of all reports required under the IRC or ERISA, including the statement required by 29 CFR Section 2520.104 23. Neither any Credit Party nor ERISA Affiliate has failed to make any contribution or pay any amount due as required by either Section 412 of the IRC or Section 302 of ERISA or the terms of any such Plan. Neither any Credit Party nor ERISA Affiliate has engaged in a “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the IRC, in connection with any Plan, that would subject any Credit Party to a material tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the IRC.

(b)		As of the Closing Date, except as may be set forth in Schedule 5.14 : (i) no Title IV Plan has any Unfunded Pension Liability; (ii) no ERISA Event or event described in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pending, or to the knowledge of any Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Plan or any Person as fiduciary or sponsor of any Plan; (iv) no Credit Party or ERISA Affiliate has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan of any Credit Party or ERISA Affiliate has been terminated, whether or not in a “ standard termination ” as that term is used in Section 404(b)(1) of ERISA, nor has any Title IV Plan of any Credit Party or ERISA Affiliate (determined at any time within the past five years) with Unfunded Pension Liabilities been transferred outside of the “ controlled group ” (within the meaning of Section 4001(a)(14) of ERISA) of any Credit Party or ERISA Affiliate; (vi) except in the case of any ESOP, Stock of all Credit Parties and their ERISA Affiliates makes up, in the aggregate, no more than ten percent (10%) of fair market value of the assets of any Plan measured on the basis of fair market value as of the latest valuation date of any Plan; and (vii) no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the S&P or an equivalent rating by another nationally recognized rating agency.

5.15		Brokers . Except as may be disclosed in Schedule 5.15 , no broker or finder acting on behalf of any Credit Party or Affiliate thereof brought about the obtaining, making or

		closing of the Loans or the Related Transactions, and no Credit Party or Affiliate thereof has any obligation to any Person in respect of any finder’s or brokerage fees in connection therewith.

5.16		Deposit and Disbursement Accounts . Schedule 5.16 lists all banks and other financial institutions at which any Credit Party maintains deposit or other accounts as of the Closing Date, including the Disbursement Account, and Schedule 5.16 correctly identifies the name, address and telephone number of each depository, the name in which the account is held, a description of the purpose of the account, the complete account number therefore and listing of any lockboxes maintained through any financial institutions for processing payments by account debtors and other proceeds of Collateral.

5.17		STN Acquisition Agreement . On or before the Closing Date, Parent Company shall have delivered to Agent complete and correct copies of the STN Acquisition Documents (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith). No Credit Party and no other Person party thereto is in default in the performance or compliance with any provisions thereof. The STN Acquisition Documents comply with, and the STN Acquisition has been consummated in accordance with, all applicable laws in all material respects. The STN Acquisition has been consummated substantially in accordance with the STN Acquisition Documents as heretofore presented to, reviewed with, and approved by Agent, and for a total consideration payable in connection therewith of not more than $4,379,017 of which not more than $2,709,262.75 shall be payable in cash on the Closing Date plus an additional amount in escrow of $500,000 pursuant to the STN Acquisition Escrow Agreement. The STN Acquisition Agreement is in full force and effect as of the Closing Date and has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over the STN Acquisition Sellers, any Credit Party and other Persons referenced therein, with respect to the transactions contemplated by the STN Acquisition Agreement, have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated by the STN Acquisition Agreement or to the conduct by any Credit Party of its business thereafter. To the best of Parent Company’s knowledge, none of the STN Sellers’ representations or warranties in the STN Acquisition Agreement contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading. Notwithstanding anything contained in any STN Acquisition Document to the contrary, such representations and warranties of the Credit Parties are incorporated into this Agreement by this Section 5.17 as of the Closing Date and shall, solely for purposes of this Agreement and the benefit of Agent and Lenders, survive the consummation of the STN Acquisition.

5.18		Insurance . Schedule 5.18 lists all insurance policies of any nature maintained, as of the Closing Date, for current occurrences by each Credit Party, as well as a summary of the key business terms of each such policy such as deductibles, coverage limits and term of policy.

5.19		Anti-Terrorism Law.

(a)		Compliance with Law . No Credit Party and, to the knowledge of the Credit Parties, none of its Affiliates is in violation of any laws relating to terrorism or money laundering (“ Anti-Terrorism Laws ”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “ Executive Order ”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

(b)		Prohibited Lists . No Credit Party and to the knowledge of the Credit Parties, no Affiliate or other agent of any Credit Party acting or benefiting in any capacity in connection with the Loans is any of the following: (i) a person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a person that commits, threatens or conspires to commit or support “terrorism” as defined in the Executive Order; or (v) a person that is named as a “specialty designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“ OFAC ”) at its official website or any replacement website or other replacement official publication of such list.

(c)		Relationships . No Credit Party and, to the knowledge of the Credit Parties, no other agent of any Credit Party acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in paragraph (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

5.20		Compliance with Laws . Each Credit Party represents and warrants that it (i) is in compliance and each of its Subsidiaries is in compliance with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority and the obligations, covenants and conditions contained in all Contractual Obligations other than those laws, rules, regulations, orders and provisions of such Contractual Obligations the noncompliance with which could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (ii) maintains and each of its Subsidiaries maintains all licenses, qualifications and permits referred to above except where the failure to maintain could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

5.21		Taxes and Tax Returns .

(a)		As of the Closing Date, (i) all tax returns required to be filed by the Credit Parties have been timely and properly filed and (ii) all taxes for which a notice of assessment or collection has been received (other than amounts being contested in good faith by

		appropriate proceedings), have been paid except for any such filings, payments or accruals which would not have a Material Adverse Effect. No Governmental Authority has asserted any claim for taxes, or to any Credit Party’s knowledge, has threatened to assert any claim for taxes that (A) are not indemnified by the STN Acquisition Sellers and (B) that would, if paid by a Credit Party, have a Material Adverse Effect. All taxes required by law to be withheld or collected and remitted (including, without limitation, income, tax, unemployment insurance and workman’s compensation premiums) with respect to the Credit Parties have been withheld or collected and paid to the appropriate Governmental Authorities (or are properly being held for such payment), except for amounts which would not reasonably be expected have a Material Adverse Effect.

(b)		None of the Credit Parties has been notified that either the IRS or any other Governmental Authority has raised any adjustments or intends to raise such adjustments, in connection with any tax return of the Credit Parties, which adjustments would have a Material Adverse Effect

(c)		None of the Credit Parties is a party to, is bound by, or has any obligation under, any tax sharing agreement, tax indemnification agreement or similar contract or arrangement, excluding leases entered into in the ordinary course of business and sales contracts, that either individually or in the aggregate, could reasonably be expected have a Material Adverse Effect.

SECTION 6.
DEFAULT, RIGHTS AND REMEDIES

6.1		Event of Default . “ Event of Default ” shall mean the occurrence or existence of any one or more of the following:

(a)		Payment . Failure to pay (i) when due any principal of or interest on any Loan or fees payable pursuant to Section 1.3 hereof or (ii) with in five (5) Business Days after demand, any other amount of any Obligation, whether under this Agreement or any of the other Loan Documents or otherwise; or

(b)		Default in Other Agreements . (1) Any Credit Party or any of its Subsidiaries fails to pay when due or within any applicable grace period any principal or interest on Indebtedness (other than the Loans) or any Contingent Obligations or (2) breach or default of any Credit Party or any of its Subsidiaries, or the occurrence of any condition or event, with respect to any Indebtedness (other than the Loans) or any Contingent Obligations, if the effect of such failure, breach, default or occurrence is to cause or to permit the holder or holders then to cause, Indebtedness and/or Contingent Obligations having an aggregate principal amount in excess of One Hundred Thousand Dollars ($100,000) to become or be declared due prior to their stated maturity; or

(c)		Breach of Certain Provisions . Failure of any Credit Party to perform or comply with any term or condition contained in Section 2.3 , Section 2.9 , Section 3 or Section 4 ; or

(d)		Breach of Warranty . Any representation, warranty, certification or other statement made by any Credit Party in any Loan Document or in any statement or certificate at any time

		given by such Person in writing pursuant or in connection with any Loan Document is false in any material respect (without duplication of materiality qualifiers contained therein) on the date made; or

(e)		Other Defaults Under Loan Documents . Any Credit Party defaults in the performance of or compliance with any term contained in this Agreement or the other Loan Documents (other than occurrences described in other provisions of this Section 6.1 for which a different grace or cure period is specified, or for which no cure period is specified and which constitute immediate Events of Default) and such default is not remedied or waived within ten (10) Business Days after the earlier of (1) receipt by Borrower Representative of notice from Agent or Requisite Lenders of such default or (2) actual knowledge of any officer of Borrower or any other Credit Party of such default; or

(f)		Involuntary Bankruptcy; Appointment of Receiver, Etc. (1) A court enters a decree or order for relief with respect to any Credit Party in an involuntary case under the Bankruptcy Code, which decree or order is not stayed or other similar relief is not granted under any applicable federal or state law; or (2) the continuance of any of the following events for sixty (60) days unless dismissed, bonded or discharged: (a) an involuntary case is commenced against any Credit Party, under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or (b) a decree or order of a court for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over any Credit Party, or over all or a substantial part of its property, is entered; or (c) a receiver, trustee or other custodian is appointed without the consent of a Credit Party, for all or a substantial part of the property of the Credit Party; or

(g)		Voluntary Bankruptcy; Appointment of Receiver, Etc. (1) any Credit Party commences a voluntary case under the Bankruptcy Code, or consents to the entry of an order for relief in an involuntary case or to the conversion of an involuntary case to a voluntary case under any such law or consents to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or (2) any Credit Party makes any assignment for the benefit of creditors; or (3) the board of directors of any Credit Party adopts any resolution or otherwise authorizes action to approve any of the actions referred to in this Section 6.1(g) ; or

(h)		Judgment and Attachments . Any money judgment, writ or warrant of attachment, or similar process (other than those described elsewhere in this Section 6.1 ) involving (1) an amount in any individual case in excess of One Hundred Thousand Dollars ($100,000) or (2) an amount in the aggregate at any time in excess of One Hundred Thousand Dollars ($100,000) (in either case to the extent not adequately covered by insurance in Agent’s Permitted Discretion as to which the insurance company has acknowledged coverage) is entered or filed against one or more of the Credit Parties or any of their respective assets and remains undischarged, unvacated, unbonded or unstayed for a period of thirty (30) days or in any event later than five (5) Business Days prior to the date of any proposed sale thereun