CREDIT AGREEMENT

THIS CREDIT AGREEMENT , dated as of April 30, 2009 (this “ Agreement ” or the “ Credit Agreement ”), is by and among CHECKPOINT SYSTEMS, INC ., a Pennsylvania   corporation (the “ Company ”), CHECKPOINT MANUFACTURING JAPAN CO., LTD. , a company formed under the laws of Japan (the “ Japanese Borrower ”), CP INTERNATIONAL SYSTEMS C.V. , a limited partnership ( commanditaire vennootschap ) formed under Dutch law (the “ Dutch Borrower ”), those Foreign Subsidiaries of the Company identified as “Foreign Borrowers” on the signature pages hereto and each other Foreign Subsidiary as may from time to time become a party hereto as a borrower (together with the Japanese Borrower and the Dutch Borrower, the “ Foreign Borrowers ”), those Domestic Subsidiaries of the Company identified as “Domestic Guarantors” on the signature pages hereto and each other Domestic Subsidiary of the Company as may from time to time become a party hereto as a guarantor (the “ Domestic Subsidiary Guarantors ”), those Foreign Subsidiaries of the Company identified as “Foreign Guarantors” on the signature pages hereto and each other Material Foreign Subsidiary as may from time to time become a party hereto as a guarantor (together with the Foreign Borrowers, the “ Foreign Guarantors ”), the several banks and other financial institutions as may from time to time become parties to this Agreement (collectively, the “ Lenders ” and individually, a “ Lender ”) and WACHOVIA BANK, NATIONAL ASSOCIATION , as Administrative Agent for the Lenders (in such capacity, the “ Administrative Agent ”).

WHEREAS , the Borrowers have requested that the Lenders provide revolving facilities in an aggregate principal amount of $125,000,000 for the purposes hereinafter set forth;

WHEREAS , the Lenders have agreed to make the requested credit facilities available to the Borrowers and their Subsidiaries on the terms and conditions hereinafter set forth.

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

As used in this Agreement, the following terms shall have the meanings specified below unless the context otherwise requires:

“ Account Designation Notice ” means the Account Designation Notice dated as of the Closing Date from the Company to the Administrative Agent in substantially the form attached hereto as Schedule 1.1-1 .

“ Additional Commitment ” shall have the meaning set forth in Section 2.4.

“ Additional Credit Party ” means each Person that becomes a Guarantor by execution of a Joinder Agreement in accordance with Section 5.8.

“ Additional Loans ” shall have the meaning set forth in Section 2.4.

“ Additional Permitted Intercompany Loans ” shall have the meaning set forth in Section 6.5(a).

“ Additional Permitted Intercompany Transfers ” shall have the meaning set forth in Section 6.4(a).

“ Administrative Agent ” has the meaning set forth in the first paragraph hereof, together with any successors or assigns.

“ Administrative Agent Claim ” has the meaning set forth in Section 2.21.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

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

“ Affiliated Company ” means an affiliated company ( verbundenes Unternehmen ) of a German Guarantor within the meaning of Sec.Sec. 15 et. seq. of the German Stock Corporation Act ( Aktiengesetz ).

“ Aggregate Additional Commitment ” shall have the meaning set forth in Section 2.4.

“ Aggregate L/C Obligations ” means at any time, an amount equal to the Dollar Equivalent of the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 2.3.

“ Aggregate L/C Sublimit ” means $25,000,000.

“ Aggregate Revolving Commitment ” means the aggregate Revolving Commitment of all Revolving Lenders to make Revolving Loans and participate in Letters of Credit and Swingline Loans, as such amount may be reduced or increased at

“ Aggregate Revolving Exposure ” means the aggregate Revolving Exposure of all Revolving Lenders.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the sum of (i) LIBOR (as determined pursuant to the definition of LIBOR), for an Interest Period of one (1) month commencing on such day plus (ii) 1.00%, in each instance as of such date of determination.  For purposes hereof: “ Prime Rate ” means, at any time, the rate of interest per annum publicly announced or otherwise identified from time to time by Wachovia at its principal office in Charlotte, North Carolina as its prime rate.  Each change in the Prime Rate shall be effective as of the opening of business on the day such change in the Prime Rate occurs.  The parties hereto acknowledge that the rate announced publicly by Wachovia as its Prime Rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks; and “ Federal Funds Effective Rate ” means, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published on the next succeeding Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.  If for any reason the Administrative Agent shall have reasonably determined (which determination shall be conclusive in the absence of manifest error) (A) that it is unable after due inquiry to ascertain the Federal Funds Effective Rate, for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms above or (B) that the Prime Rate or LIBOR no longer accurately reflects an accurate determination of the prevailing Prime Rate or LIBOR, the Administrative Agent may select a reasonably comparable index or source to use as the basis for the Alternate Base Rate, until the circumstances giving rise to such inability no longer exist.  Any change in the Alternate Base Rate due to a change in any of the foregoing will become effective on the effective date of such change in the Federal Funds Effective Rate, the Prime Rate or LIBOR for an Interest Period of one (1) month.  Notwithstanding anything contained herein to the contrary, to the extent that Section 2.13 applies in determining LIBOR pursuant to clause (c) hereof, the Alternate Base Rate shall be the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%.

“ Alternate Base Rate Loans ” means Loans that bear interest at an interest rate based on the Alternate Base Rate.

“ Applicable Law ” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of Governmental Authorities and all orders and decrees of all courts and arbitrators.

“ Applicable Percentage ” means, for any day, the rate per annum set forth below opposite the applicable level then in effect, it being understood that the Applicable Percentage for (a) Revolving Loans that are Alternate Base Rate Loans shall be

The Applicable Percentage shall, in each case, be determined and adjusted quarterly on the date five (5) Business Days after the date on which the Administrative Agent has received from the Company the quarterly financial information (in the case of the first three fiscal quarters of the Company’s fiscal year), the annual financial information (in the case of the fourth fiscal quarter of the Borrower’s fiscal year) and the certifications required to be delivered to the Administrative Agent and the Lenders in accordance with the provisions of Sections 5.1(a), 5.1(b) and 5.2(b) (each an “ Interest Determination Date ”).  Such Applicable Percentage shall be effective from such Interest Determination Date until the next such Interest Determination Date.  After the Closing Date, if the Company shall fail to provide the financial information or certifications in accordance with the provisions of Sections 5.1(a), 5.1(b) and 5.2(b) the Applicable Percentage shall, on the date five (5) Business Days after the date by which the Company was so required to provide such financial information or certifications to the Administrative Agent and the Lenders, be based on Level   I   until such time as such information or certifications or corrected information or corrected certificates are provided, whereupon the Level shall be determined by the then current Leverage Ratio.  Notwithstanding the foregoing, the initial Applicable Percentages shall be set with pricing no lower than that set forth in Level II until the financial information and certificates required to be delivered pursuant to Section 5.1 and 5.2 for the first fiscal quarter end to occur following the Closing Date have been delivered to the Administrative Agent, for distribution to the Lenders;   provided that if   the quarterly financial information as of the most recent Interest Determination Date would

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

“ Applicant Foreign Borrower ” has the meaning set forth in Section 2.20.

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

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.6), and accepted by the Administrative Agent, in substantially the form of Schedule 10.6 or any other form approved by the Administrative Agent.

“ Bankruptcy Code ” means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

“ Bankruptcy Event ” means any of the events described in Section 7.1(e).

“ Borrowers ” means the Company, the Japanese Borrower, Dutch Borrower and any other Foreign Borrower.

“ Borrowing Date ” means, in respect of any Loan, the date such Loan is made.

“ British Pounds Sterling ” or “ £ ”means the lawful currency of the United Kingdom.

“ Business Day ” means any day other than a Saturday, Sunday or legal holiday on which commercial banks in Charlotte, North Carolina or New York, New York are authorized or required by law to close; provided, however, that (a) when used in connection with a rate determination, borrowing or payment in respect of a LIBOR Rate Loan, the term “Business Day” shall also exclude any day on which banks in London, England are not open for dealings in deposits of Dollars or Foreign Currencies, as applicable, in the London interbank market, (b) with respect to any Foreign Currency Loan, the term “Business Day” shall also exclude any day on which banks are not open for foreign exchange dealings between banks in the exchange of the home country of the applicable Foreign Currency and (c) with respect to any Foreign Currency Loan denominated in Euros, the term “Business Day” shall exclude any day that is not a Target Settlement Day.

“ Capital Lease ” means, as applied to any Person, any lease of any Property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“ Capital Lease Obligations ” shall mean the capitalized lease obligations relating to a Capital Lease determined in accordance with GAAP.

“ Cash Equivalents ” means (a) marketable direct obli­gations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than thirty (30) days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

“ Cayman Guarantor ” means any Guarantor organized under the laws of the Cayman Islands.

“ Change of Control ” means (a) any Person or two or more Persons acting in concert shall have acquired “beneficial ownership,” directly or indirectly, of, or shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of, or control over, Voting Stock of the Company (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Company, (b) Continuing Directors shall cease for any reason to constitute a majority of the members of the board of directors of the Company then in office, (c) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation permitted under Section 6.4), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Act of 1934), (d) the adoption by the stockholders of the Company of a plan or proposal for the liquidation or dissolution of the Company or (e) the Company shall fail, directly or indirectly, to legally and beneficially own 100% of the Equity Interests of the Foreign Borrowers.  As used herein, “beneficial ownership” shall have the meaning provided in Rule 13d-3 of the Securities and Exchange Commission under the Securities Act of 1934.

“ CHH ” shall mean Checkpoint Holland Holding B.V.

“ Closing Date ” means the date hereof.

“ Code ” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time.  References to sections of the Code shall be construed also to refer to any successor sections.

“ Collateral ” means a collective reference to the collateral (including, the Domestic Collateral and the Foreign Collateral) which is identified in, and at any time will be covered by, the Security Documents and any other property or assets of a Credit Party, whether tangible or intangible and whether real or personal, that may from time to time secure the Credit Party Obligations; provided that there shall be excluded from the Collateral (a) any account, instrument, chattel paper or other obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person or Sanctioned Entity or (b) any lease in which the lessee is a Sanctioned Person or Sanctioned Entity.

“ Commitment ” means, (a) as to any Lender, the Revolving Commitment of such Lender,   (b) as to the Issuing Lender, its L/C Commitment and (c) as to the Swingline Lender, its Swingline Commitment.

“ Commitment Fees ” has the meaning set forth in Section 2.9(a).

“ Commitment Period ” means the period from and including the Closing Date to but not including the earlier of (a) the Maturity Date, or (b) the date on which the Commitments terminate in accordance with the provisions of this Agreement; provided that with respect to Letters of Credit, the Commitment Period is the period from and including the Closing Date to but excluding the date that is thirty (30) days prior to the Maturity Date.

“ Company ” has the meaning set forth in the first paragraph hereof, together with any successors or assigns.

“ Consolidated Assets ” means, at any time, the amount representing the assets of the Company and its Subsidiaries that would appear on a consolidated balance sheet of the Company and its Subsidiaries at such time prepared in accordance with GAAP.

“ Consolidated Capital Expenditures ” shall mean, as of any date of determination for the four (4) consecutive fiscal quarter period ending on such date, all expenditures of the Credit Parties and their Subsidiaries on a consolidated basis for such period that in accordance with GAAP would be classified as capital expenditures, including, without limitation, Capital Lease Obligations.  The term “Consolidated Capital Expenditures” shall not include any Permitted Acquisition.

“ Consolidated EBITDA ” means, as of any date of determination for the four consecutive fiscal quarter period ending on such date, without duplication, (a) Consolidated Net Income for such period plus (b) the sum of the following to the extent deducted in calculating Consolidated Net Income for such period:  (i) Consolidated Interest Expense for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by the Company and its Subsidiaries for such period, (iii) depreciation and amortization expense for the Company and its Subsidiaries for such period and (iv) other extraordinary, unusual or non-recurring expenses of the Company and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period  and minus (c) the following to the extent included in calculating such Consolidated Net Income:  (i) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business and excluding any payment received pursuant to business interruption insurance) of the Company and its Subsidiaries for such period, (ii) interest income of the Company and its Subsidiaries for such period, all as determined on a consolidated basis and (iii) non-cash charges previously added back to Consolidated Net Income in determining Consolidated EBITDA to the extent such non-cash charges have become cash charges during such period.

“ Consolidated Funded Debt ” means, as of any date of determination, Funded Debt of the Company and its Subsidiaries on a consolidated basis.

“ Consolidated Interest Expense ” means, as of any date of determination for the four consecutive fiscal quarter period ending on such date, all Interest Expense (excluding amortization of debt discount and premium, but including the interest component under Capital Leases) for such period of the Company and its Subsidiaries on a consolidated basis.

“ Consolidated Net Income ” means, as of any date of determination for the four consecutive fiscal quarter period ending on such date, for the Company and its Subsidiaries on a consolidated basis, the net income (excluding extraordinary losses and gains and all interest income and tax credits, rebates and other benefits) of the Company and its Subsidiaries for such period, all as determined in accordance with GAAP.

“ Consolidated Tangible Assets ” means, at any time, the amount representing the assets of the Company and the Subsidiaries that would appear on the consolidated balance sheet of the Company and its Subsidiaries at such time prepared in accordance with GAAP, less goodwill and other intangibles.

“ Continuing Directors ” means, during any period of up to 12 consecutive months commencing after the Closing Date, individuals who at the beginning of such 12 month period were directors of the Company (together with any new director whose election by the Company’s board of directors or whose nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved).

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

“ Copyright Licenses ” shall mean any agreement, whether written or oral, providing for the grant by or to a Person of any right under any Copyright.

“ Copyrights ” shall mean all copyrights in all Works, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or otherwise and all renewals thereof.

“ Credit Documents ” means a collective reference to this Agreement, the Notes, the L/C Documents, the Fee Letter, any Joinder Agreement, the Security Documents, and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto (excluding, however, any Hedging Agreement).

“ Credit Party ” means any of the Company, the Japanese Borrower, the Dutch Borrower, the Foreign Borrowers, the Foreign Guarantors and the Domestic Guarantors.

“ Credit Party Obligations ” means, without duplication, (a) all of the Obligations and (b) all liabilities and obligations, whenever arising, owing from any Credit Party or any of its Subsidiaries to any Hedging Agreement Provider arising under any Secured Hedging Agreement.

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

“ Default ” means any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

“ Default Rate ” means (a) when used with respect to the Obligations, other than L/C Fees, an interest rate equal to (i) for Alternate Base Rate Loans (A) the Alternate Base Rate plus (B) the Applicable Percentage, if any, applicable to Alternate Base Rate Loans plus (C) 2% per annum and (ii) for LIBOR Rate Loans, (A) the LIBOR Rate plus (B) the Applicable Percentage applicable to LIBOR Rate Loans plus (C) 2% per annum, (b) when used with respect to L/C Fees, a rate equal to the Applicable Percentage applicable to L/C Fees plus 2% per annum and (c) when used with respect to any other fee or amount due hereunder, a rate equal to the Applicable Percentage, if any, applicable to Alternate Base Rate Loans plus 2% per annum.

“ Defaulting Lender ” means, at any time, any Lender that, at such time, (a) has failed to make a Loan required pursuant to the terms of this Agreement or failed to fund a Participation Interest in accordance with the terms of this Agreement unless such failure has been cured, (b) has failed to pay to the Administrative Agent or any Lender an amount owed by such Lender pursuant to the terms of the Credit Agreement or any other of the Credit Documents unless such failure has been cured or (c) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar proceeding.

“ Deposit Account Control Agreement ” shall mean (a) with respect to deposit accounts of any Domestic Credit Party, an agreement, among the applicable Domestic Credit Party, a depository institution, and the Administrative Agent, which agreement is in a form acceptable to the Administrative Agent and which provides the Administrative Agent with “control” (as such term is used in Article 9 of the UCC) over the deposit account(s) described therein, as the same may be amended, modified, extended, restated, replaced, or supplemented from time to time or (b) with respect to deposit accounts of any Foreign Credit Party, such other agreement as may be necessary or required in such foreign jurisdiction in order to obtain a perfected security interest in such deposit account(s) described therein.

“ Dollar Equivalent ” means, at any time, (a) with respect to any amount denominated in Dollars, such amount and (b) with respect to any amount denominated in a Foreign Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the Issuing Lender, as the case may be, at such time on the basis of the Spot Rate (as determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Foreign Currency.

“ Dollar LIBOR Rate Loans ” means LIBOR Rate Loans denominated in Dollars.

“ Dollar Revolving Loan ” means any Revolving Loan denominated in Dollars.

“ Dollars ” and “ $ ” means dollars in lawful currency of the United States of America.

“ Domestic Collateral ” shall have the meaning set forth in Section 5.12(a).

“ Domestic Credit Party ” means each Credit Party that is organized and existing under the laws of the United States or any state or commonwealth thereof or under the laws of the District of Columbia.

“ Domestic Guarantor Joinder Agreement ” means a Domestic Guarantor Joinder Agreement in substantially the form of Schedule 5.8(a) , executed and delivered by each Person required to become a Domestic Guarantor in accordance with the provisions of Section 5.8(a).

“ Domestic Guarantors ” means (a) with respect to the Foreign Obligations, the Company and the Domestic Subsidiaries of the Company as are, or may from time to time becomes parties to this Agreement and (b) with respect to the Domestic Obligations, the Domestic Subsidiaries of the Company as are, or may from time to time become parties to this Agreement.

“ Domestic Obligations ” means all Credit Party Obligations of the Domestic Credit Parties.

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

“ Domestic Subsidiary Guarantors ” has the meaning set forth in the first paragraph hereof, together with any successors or assigns.

“ Dutch Borrower ” means CP International Systems C.V., a limited partnership ( commanditaire vennootschap ) formed under Dutch law.

“ Dutch Borrower Security Agreement ” means the Security Agreement, governed by New York law, dated as of the Closing Date, executed by the Dutch Borrower, in favor of the Administrative Agent, for the benefit of the Secured Parties, as the same may be amended, modified, extended, restated, replaced, or supplemented from time to time in accordance with the terms hereof and thereof.

“ Eligible Assignee ” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent, (ii) in the case of any assignment of a Revolving Commitment, the Issuing Lender and (iii) unless an Event of Default has occurred and is continuing and so long as the primary syndication of the Loans has been completed as determined by Wachovia, the Company (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include (A) any Credit Party or any of the Credit Party’s Affiliates or Subsidiaries or (B) any Person holding Subordinated Indebtedness of the Credit Parties or any of such Person’s Affiliates.

“ EMU ” means Economic and Monetary Union as contemplated in the Treaty on European Union.

“ EMU Legislation ” means legislative measures of the European Council (including, without limitation, European Council regulations) for the introduction of, changeover to or operation of a single or unified European currency (whether known as the Euro or otherwise), being in part the implementation of the third stage of EMU.

“ Environmental Laws ” means any and all applicable foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirement of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time be in effect during the term of this Agreement.

“ Enterprise Agreement ” shall mean each profit and loss sharing ( Ergebnisabfuhrungsvertrag ) and/or domination agreement ( Beherrschungsvertrag ) between the following Credit Parties: (a) Checkpoint Systems Europe GmbH and Checkpoint Systems International GmbH, (b) Checkpoint Systems Europe GmbH and Checkpoint Systems GmbH and (c) Checkpoint Systems Holding GmbH and Checkpoint Systems Europe GmbH.

“ Equity Interests ” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general, preferred or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers or could confer on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, without limitation, options, warrants and any other “equity security” as defined in Rule 3a11-1 of the Exchange Act.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto, as interpreted by the rules and regulations thereunder, all as the same may be in effect from time to time.  References to sections of ERISA shall be construed also to refer to any successor sections.

“ ERISA Affiliate ” means an entity which is under common control with any Credit Party within the meaning of Section 4001(a)(14) of ERISA, or is a member of a group which includes any Credit Party and which is treated as a single employer under Sections 414(b) or (c) of the Code.

“ Euro ” means the single currency of Participating Member States of the European Union.

“ Eurodollar Reserve Percentage ” means for any day, (a) with respect to any LIBOR Rate Loan with respect to which the Mandatory Cost Rate does not apply, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) in respect of Eurocurrency liabilities, as defined in Regulation D of such Board as in effect from time to time, or any similar category of liabilities for a member bank of the Federal Reserve System in New York City and (b) with respect to any LIBOR Rate Loan with respect to which the Mandatory Cost Rate does apply, zero (0).

“ Event of Default ” means such term as defined in Section 7.1.

“ Exchange Percentage ” means, as to each Lender, a fraction, expressed as a decimal, in each case determined on the date of occurrence of a Sharing Event (but before giving effect to any actions to occur on such date pursuant to Section 11) of which (a) the numerator shall be the Revolving Commitment of such Lender and (b) the denominator of which shall be the sum of the Aggregate Revolving Commitment.

“ Existing Facilities ” means the facilities under that certain Credit Agreement dated March 4, 2005 (as amended), among the Company, the lenders party thereto and Wachovia Bank, National Association, as administrative agent.

“ Existing Letter of Credit ” means each of the letters of credit described by applicant, date of issuance, letter of credit number, amount, beneficiary and the date of expiry on Schedule 1.1-3 hereto.

“ Extension of Credit ” means, as to any Lender, the making of a Loan by such Lender, any conversion of a Loan from one Type to another Type, any extension of any Loan or the issuance, extension or renewal of, or participation in, a Letter of Credit or Swingline Loan by such Lender.

“ Federal Funds Effective Rate ” shall have the meaning set forth in the definition of “Alternate Base Rate”.

“ Fee Letter ” means that certain letter agreement, dated as of February 26, 2009, among the Administrative Agent, WCM and the Company, as amended, modified, supplemented or replaced from time to time.

“ Fees ” means all fees payable pursuant to Section 2.9.

“ Fixed Charge Coverage Ratio ” shall mean, as of any date of determination, for the Credit Parties and their Subsidiaries on a consolidated basis, the ratio of (a) Consolidated EBITDA for the four (4) consecutive fiscal quarters ending on such date minus Consolidated Capital Expenditures made during the four consecutive fiscal quarter period ending on such date to (b) the sum of (i) Consolidated Interest Expense paid or payable in cash during the four consecutive fiscal quarter period ending on such date, (ii) Scheduled Funded Debt Payments made during the four consecutive fiscal quarter period ending on such date (including the principal component of payments due on Capital Leases) and (iii) any Restricted Payments paid in cash during such period (other than share repurchases made during the first and second fiscal quarters of the fiscal year ended December 28, 2008).

“ Foreign Borrower ” means each of the Dutch Borrower, the Japanese Borrower and each other Foreign Subsidiaries as are, or may from time to time become parties to this Agreement as Foreign Borrowers.

“ Foreign Borrower Joinder Agreement ” means a Foreign Borrower Joinder Agreement substantially in the form of Schedule 2.20 .

“ Foreign Collateral ” shall have the meaning set forth in Section 5.12(b).

“ Foreign Currency ” shall mean any Optional Currency other than Dollars.

“ Foreign Currency Equivalent ” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Foreign Currency as determined by the Administrative Agent or the Issuing Lender, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Foreign Currency with Dollars.

“ Foreign Credit Party ” means any Credit Party that is not a Domestic Credit Party.

“ Foreign Guarantor ” means (a) the Foreign Borrowers, (b) those certain Foreign Subsidiaries of the Company as set forth on Schedule 1.1-4 attached hereto and (c) the Material Foreign Subsidiaries of the Company as are, or may from time to time become, parties to this Agreement.

“ Foreign Guarantor Joinder Agreement ” means a Foreign Guarantor Joinder Agreement in substantially the form of Schedule 5.8(b) , executed and delivered by each Person required to become a Foreign Guarantor in accordance with the provisions of Section 5.8(b).

“ Foreign Obligations ” means all Credit Party Obligations of the Foreign Credit Parties; provided that, (a) in relation to any Foreign Guarantor incorporated under Dutch law, the Foreign Obligations will not include any liability to the extent that it would result in any security provided by such Dutch entity constituting unlawful financial assistance within the meaning of Article 2:207(c) or Article 2:98(c) of the Dutch Civil Code and (b) in relation to any Hong Kong Guarantor, the Foreign Obligations will not include any liability to the extent that it would result in such obligation or liability constituting unlawful financial assistance within the meaning of Section 47A of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong).

“ Foreign Pledge Agreements and Foreign Security Agreements ” means those certain Pledge Agreements and Security Agreements set forth on Schedule 1.1-5 and such other foreign pledge agreements and foreign security agreements entered into from time to time in connection herewith.

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

“ French Guarantor ” shall have the meaning set forth in Section 9.8.

“ French Security ” shall mean the French law governed financial securities account pledge agreement ( nantissement de compte-titres ) over the shares of Checkpoint Systems France S.A.S. granted by Checkpoint Holland Holding B.V., as pledgor, together with the statement of pledge ( declaration de nantissement de compte-titres ) relating thereto and referred to in Schedule 1.1-5 .

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

“ Funded Debt ” means, with respect to any Person, without duplication, all Indebtedness of such Person (other than Indebtedness set forth in clauses (e) and (i)   of such definition); provided that Funded Debt shall not include any Indebtedness between or among the Company and any of its Subsidiaries.

“ GAAP ” means generally accepted accounting principles in effect in the United States of America (or, in the case of Foreign Subsidiaries with significant operations outside the United States of America, generally accepted accounting principles in effect from time to time in their respective jurisdictions of organization or formation) applied on a consistent basis, subject , however , in the case of determination of compliance with the financial covenants set out in Section 5.9 to the provisions of Section 1.5.

“ German GmbH & Co. KG Guarantor ” shall have the meaning set forth in Section 9.8(c).

“ German GmbH Guarantor ” shall have the meaning set forth in Section 9.8(c).

“ German Guarantor ” shall have the meaning set forth in Section 9.8(c).

“ German Retirement Deposit Account ” shall mean the account of Checkpoint Systems International GmbH with account number 0192024802 held with Commerzbank AG, Heidelberg branch, used to secure certain retirement accounts.

“ German Retirement Securities Deposit Account ” shall mean the securities deposit account ( Wertpapierdepot) of Checkpoint Systems International GmbH with account number 431192024880 held with Commerzbank AG,   used to secure certain retirement accounts.

“ German Security Documents ” shall mean all of the Security Documents governed by German law.

“ Government Acts ” has the meaning set forth in Section 2.18(a).

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

“ Guarantors ” means the Domestic Guarantors and the Foreign Guarantors.

“ Guaranty ” means the guaranty of the Guarantors set forth in Section 9.

“ Guaranty Obligations ” means, with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including, without limitation, any obligation, whether or not contingent, (a) to purchase any such Indebtedness or any property constituting security therefor, (b) to advance or provide funds or other support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of Indebtedness of such other Person, (c) to lease or purchase Property, securities or services primarily for the purpose of assuring the holder of such Indebtedness, or (d) to otherwise assure or hold harmless the holder of such Indebtedness against loss in respect thereof.  The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein, including as set out in Section 9.8 (Foreign Guaranty Matters)) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made.

“ Hedging Agreement Provider ” means any Person that (a) has provided the Administrative Agent with a fully executed Secured Party Designation Notice, substantially in the form of Schedule 1.1-6 and (b) enters into a Hedging Agreement with a Credit Party or any of its Subsidiaries that is permitted by Section 6.1(f) to the extent that (i) such Person is a Lender, an Affiliate of a Lender or any other Person that was a Lender (or an Affiliate of a Lender) at the time it entered into the Hedging Agreement but has ceased to be a Lender (or whose Affiliate has ceased to be a Lender) under the Credit Agreement or (ii) such Person is a Lender or an Affiliate of a Lender on the Closing Date and the Hedging Agreement was entered into on or prior to the Closing Date (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided , in the case of a Secured Hedging Agreement with a Person who is no longer a Lender, such Person shall be considered a Hedging Agreement Provider only through the stated maturity date (without extension or renewal) of such Secured Hedging Agreement.

“ Hedging Agreements ” means, with respect to any Person, any agreement entered into to protect such Person against fluctuations in interest rates, or currency or raw materials values, including, without limitation, any interest rate swap, cap or collar agreement or similar arrangement between such Person and one or more counterparties, any foreign currency exchange agreement, currency protection agreements, commodity purchase or option agreements or other interest or exchange rate or commodity price hedging agreements.

“ Hong Kong Guarantor ” means any Guarantor organized under the laws of Hong Kong.

“ Impacted Lender ” means any Lender as to which (a) the Administrative Agent or the Issuing Lender has a good faith belief that the Lender has defaulted in fulfilling its funding obligations under one or more other syndicated credit facilities, (b) the Lender or the entity that controls the Lender has been deemed insolvent or become subject to a bankruptcy or other similar proceeding or (c) with respect to which the Federal Deposit Insurance Corporation has been appointed receiver or conservator by a federal or state chartering authority or otherwise pursuant to the FDI Act (12 U.S.C. Sec. 11(c)).

“ Indebtedness ” means, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt incurred in the ordinary course of business and due within six (6) months of the incurrence thereof) that would appear as liabilities on a balance sheet of such Person, (e) all obligations of such Person under take-or-pay or similar arrangements or under commodities agreements, (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed; provided that so long as such Indebtedness is non-recourse to such Person, only the portion of such obligations which is secured shall constitute Indebtedness hereunder, (g) all Guaranty Obligations of such Person with respect to Indebtedness of another Person, (h) the principal portion of all obligations of such Person under Capital Leases plus any accrued interest thereon, (i) all obligations of such Person under Hedging Agreements to the extent required to be accounted for as a liability under GAAP, excluding any portion thereof which would be accounted for as interest expense under GAAP, (j) the maximum amount of all letters of credit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (k) all preferred Equity Interests issued by such Person and which by the terms thereof could be (at the request of the holders thereof or otherwise) subject to mandatory sinking fund payments prior to the date six months after the Maturity Date, redemption prior to the date six months after the Maturity Date or other acceleration, (l) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product plus any accrued interest thereon, and (m) the Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer.

“ Insolvency ” means, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of such term as used in Section 4245 of ERISA.

“ Intellectual Property ” shall mean, collectively, all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses of the Credit Parties and their Subsidiaries, all goodwill associated therewith and all rights to sue for infringement thereof.

“ Intercompany Asset Sale and Investment Basket ” shall mean $20,000,000 in the aggregate during any fiscal year and $40,000,000 in the aggregate during the term of this Agreement.

“ Interest Determination Date ” shall have the meaning specified in the definition of “Applicable Percentage”.

“ Interest Expense ” means, with respect to any Person for any period, the sum of the amount of interest paid or accrued in respect of such period.

“ Interest Payment Date ” means (a) as to any Alternate Base Rate Loan or Swingline Loan bearing interest at the Alternate Base Rate, the last Business Day of each March, June, September and December and on the Maturity Date, (b) as to any LIBOR Rate Loan having an Interest Period of three months or less, the last day of such Interest Period, and (c) as to any LIBOR Rate Loan having an Interest Period longer than three months, each day which is three months after the first day of such Interest Period and the last day of such Interest Period.

“ Interest Period ” means, with respect to any LIBOR Rate Loan,

(a)           initially, the period commencing on the Borrowing Date or conversion date, as the case may be, with respect to such LIBOR Rate Loan and ending one, two, three or six months thereafter, subject to availability to all applicable Lenders, as selected by the Company in the Notice of Borrowing or Notice of Conversion given with respect thereto; and

(b)           thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such LIBOR Rate Loan and ending one, two, three or six months thereafter, subject to availability to all applicable Lenders, as selected by the Company by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that the foregoing provisions are subject to the following:

(i)           if any Interest Period pertaining to a LIBOR Rate Loan would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii)                      any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month;

(iii)                      if the Company shall fail to give notice as provided above, the Company shall be deemed to have selected an Alternate Base Rate Loan to replace the affected LIBOR Rate Loan;

(iv)                      no Interest Period in respect of any Loan shall extend beyond the Maturity Date; and

(v)           no more than six (6)   LIBOR Rate Loans may be in effect at any time.  For purposes hereof, LIBOR Rate Loans with different Interest Periods shall be considered as separate LIBOR Rate Loans, even if they shall begin on the same date and have the same duration, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new LIBOR Rate Loan with a single Interest Period.

“ Investment ” has the meaning set forth in Section 6.5.

“ Issuing Lender ” means Wachovia and any successor lender issuing Letters of Credit pursuant to the terms hereof.

“ Issuing Lender Fees ” has the meaning set forth in Section 2.9(c).

“ Japanese Borrower ” means Checkpoint Manufacturing Japan Co., Ltd., a Japanese corporation.

“ Japanese Collateral ” shall mean the Collateral secured by that certain Share Pledge Agreement, dated as of the date hereof, by and between the Company, as security grantor, the Administrative Agent and Checkpoint Manufacturing Japan Co. Ltd., as issuing company.

“ Japanese Yen ” means the lawful currency of Japan.

“ Joinder Agreement ” means a Foreign Borrower Joinder Agreement, a Domestic Guarantor Joinder Agreement and/or a Foreign Guarantor Joinder Agreement, as applicable.

“ Joint Lead Arrangers ” means WCM and RBS.

“ L/C Application ” means an application, in the form specified by the Issuing Lender from time to time, requesting the Issuing Lender to issue a Letter of Credit.

“ L/C Commitment ” means the commitment of the Issuing Lender to issue Letters of Credit as set forth in Section 2.3.

“ L/C Documents ” means, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations of the parties concerned or (b) any Collateral for such obligations.

“ L/C Facility ” means the letter of credit facilities established pursuant to Section 2.3 hereof.

“ L/C Fee ” has the meaning assigned thereto in Section 2.9.

“ L/C Obligations ” means at any time, an amount equal to the Dollar Equivalent of the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 2.3.

“ Lenders ” has the meaning set forth in the first paragraph of this Agreement.

“ Letter of Credit ” means (a) any letter of credit issued by the Issuing Lender pursuant to the terms hereof, as such letter of credit may be amended, modified, restated, extended, renewed, increased, replaced or supplemented from time to time and (b) any Existing Letter of Credit, in each case as such letter of credit may be amended, modified, extended, renewed or replaced from time to time.

“ Leverage Ratio ” means, as of any date of determination, for the Credit Parties and their Subsidiaries on a consolidated basis the ratio of (a) Consolidated Funded Debt as of such date to (b) Consolidated EBITDA for the four (4) consecutive fiscal quarters ending on such date.

“ LIBOR ” means, for any LIBOR Rate Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBOR01 Page (or any successor page) and, in the case of a Foreign Currency, the British Bankers Association Interest Settlement Rates for deposits in such Foreign Currency, as the London interbank offered rate for deposits in Dollars or the applicable Foreign Currency, as appropriate, at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period.  If for any reason such rate is not available, then “LIBOR” means the rate per annum at which, as determined by the Administrative Agent in accordance with its customary practices, Dollars in an amount comparable to the Loans then requested are being offered to leading banks at approximately 11:00 A.M. London time, two (2) Business Days prior to the commencement of the applicable Interest Period for settlement in Same Day Funds by leading banks in the London interbank market for a period equal to the Interest Period selected.  With respect to any LIBOR Rate Loan denominated in British Pounds Sterling, for any Interest Period, “LIBOR” means the rate equal to the sum of (A) the rate determined in accordance with the foregoing terms of this definition plus (B) the Mandatory Cost Rate for such Interest Period.

“ LIBOR Lending Office ” means, initially, the office of each Lender designated as such Lender’s LIBOR Lending Office shown in such Lender’s Administrative Questionnaire; and thereafter, such other office of such Lender as such Lender may from time to time specify to the Administrative Agent and the Company as the office of such Lender at which the LIBOR Rate Loans of such Lender are to be made.

“ LIBOR Market Index Rate ” means, for any day, the rate for one month U.S. dollar deposits or Euros, as applicable, as reported on Reuters Screen LIBOR01 Page (or any successor page) as of 11:00 A.M., London time, on such day, or if such day is not a London business day, then the immediately preceding London business day (or if not so reported, then as determined by the Administrative Agent from another recognized source or interbank quotation).

“ LIBOR Market Index Rate Loan ” means any Loan bearing interest at a rate determined by reference to the LIBOR Market Index Rate.

“ LIBOR Rate ” means a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Administrative Agent pursuant to the following formula:

LIBOR Rate =                                 LIBOR                                 

1.00 - Eurodollar Reserve Percentage

“ LIBOR Rate Loan ” means any Loan bearing interest at a rate determined by reference to the LIBOR Rate.

“ LIBOR Tranche ” means the collective reference to LIBOR Rate Loans whose Interest Periods begin and end on the same day.

“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind (including any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the Uniform Commercial Code as adopted and in effect in the relevant jurisdiction or other similar recording or notice statute, and any lease in the nature thereof).

“ Loan ” or “ Loans ” means a Revolving Loan and/or a Swingline Loan, as appropriate.

“ Mandatory Borrowing ” has the meaning set forth in Section 2.2(b).

“ Mandatory Cost Rate ” means, with respect to any period, a rate per annum determined in accordance with Schedule 1.1-2 .

“ Material ” means material in relation to the business, operations, affairs, financial condition, assets, or properties of the Company and its Subsidiaries taken as a whole.

“ Material Adverse Effect ” means a material adverse change in, or a material adverse effect upon, (a) the business, property, operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole, (b) the validity or enforceability of this Agreement or any of the other Credit Documents or the rights and remedies of the Administrative Agent or the Lenders hereunder or thereunder or (c) the Credit Parties’ ability to pay the Credit Party Obligations.

“ Material Contract ” means any contract or other arrangement, whether written or oral, to which the Company or any of its Subsidiaries is a party as to which contract the breach, nonperformance or cancellation of such contract by any party thereto would reasonably be expected to have a Material Adverse Effect.

“ Material Foreign Subsidiaries ” means any Foreign Subsidiary of the Company with assets that appear on the consolidated balance sheet of the Company and its Subsidiaries (prepared in accordance with GAAP), less goodwill and other intangibles, equal to or greater than $25,000,000 at any time; provided that Checkpoint Systems Japan Co. Ltd. shall not constitute a Material Foreign Subsidiary.

“ Material Subsidiary ” means any Subsidiary of the Company whose attributable portion of Consolidated Tangible Assets exceeds ten percent (10%) of Consolidated Tangible Assets, or whose attributable portion of Consolidated EBITDA exceeds ten percent (10%) of Consolidated EBITDA.

“ Materials of Environmental Concern ” means any gasoline or petroleum (including crude oil or any extraction thereof) or petroleum products or any hazardous or toxic substances, materials, or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, perchlorate, polychlorinated biphenyls and urea-formaldehyde insulation.

“ Maturity Date ” means the third anniversary of the Closing Date.

“ Moody’s ” means Moody’s Investors Service, Inc., or any successor or assignee of the business of such company in the business of rating securities.

“ Multiemployer Plan ” means a Plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Multiple Employer Plan ” means a Plan (other than a Multiemployer Plan) which any Credit Party or any ERISA Affiliate and at least one employer other than the Credit Parties or any ERISA Affiliate are contributing sponsors.

“ National Currency Unit ” means a fraction or multiple of one Euro Unit expressed in units of the former national currency of a Participating Member State.

“ Net Assets ” shall have the meaning set forth in Section 9.8(c).

“ Note ” or “ Notes ” means the promissory note of the Borrowers in favor of the Lenders evidencing the Revolving Loans provided pursuant to Section 2.1, as such promissory note may be amended, modified, supplemented, extended, renewed or replaced from time to time.

“ Notice of Borrowing ” means a written notice of borrowing in substantially the form of Schedule 2.1(e)(i) , as required by Section 2.1(d)(i) and Section 2.2(b)(i).

“ Notice of Conversion ” means the written notice of extension or conversion in substantially the form of Schedule 2.6 , as required by Section 2.6.

“ Obligations ” means, collectively, all of the obligations, Indebtedness and liabilities of the Credit Parties to the Lenders (including the Issuing Lender) and the Administrative Agent, whenever arising, under this Agreement, the Notes or any of the other Credit Documents, including principal, interest, fees, costs, charges, expenses, professional fees, reimbursements, all sums chargeable to the Credit Parties or for which any Credit Party is liable as an indemnitor and whether or not evidenced by a note or other instrument and indemnification obligations and other amounts (including, but not limited to, any interest accruing after the occurrence of a filing of a petition of bankruptcy under the Bankruptcy Code with respect to any Credit Party, regardless of whether such interest is an allowed claim under the Bankruptcy Code).

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

“ Officer’s Compliance Certificate ” means that certain compliance certificate substantially in the form set forth on Schedule 5.2(b) .

“ Optional Currency ” means the currencies set forth on Schedule 1.1-7 .

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

 “ Participant ” has the meaning assigned to such term in Section 10.6(d).

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

“ Participation Interest ” means an Extension of Credit by a Lender by way of a purchase of a participation interest in Letters of Credit or L/C Obligations as provided in Section 2.3 or in Swingline Loans as provided in Section 2.2.

“ Patent Licenses ” shall mean any agreement, whether written or oral, providing for the grant by or to a Person of any right to manufacture, use or sell any invention covered by a Patent.

“ Patents ” shall mean (a) all letters patent of the United States or any other country, now existing or hereafter arising, and all improvement patents, reissues, reexaminations, patents of additions, renewals and extensions thereof and (b) all applications for letters patent of the United States or any other country and all provisionals, divisions, continuations and continuations-in-part and substitutes thereof.

“ Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.

“ Payment Event of Default ” means an Event of Default specified in Section 7.1(a).

“ PBGC ” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

“ Permitted Acquisition ” means any acquisition or any series of related acquisitions by a Credit Party of the assets or a majority of the Voting Stock or economic interests of a Person or any division, line of business or other business unit of a Person (such Person or such division, line of business or other business unit of such Person referred to herein as the “ Target ”), in each case that is a type of business (or assets used in a type of business) permitted to be engaged in by the Credit Parties and their Subsidiaries pursuant to Section 6.3 hereof, so long as (a) no Default or Event of Default shall then exist or would exist after giving effect thereto, (b) the Credit Parties certify to the Administrative Agent and the Required Lenders that the Credit Parties will be in compliance on a Pro Forma Basis with all of the terms and provisions of the financial covenants set forth in Section 5.9, (c) the Target shall have executed a joinder agreement in accordance with the terms of Section 5.8, if required by such section, and the Credit Parties and their Subsidiaries (including the Target) shall have complied with Section 5.12, (d) immediately after giving effect to such acquisition the Credit Parties shall have at least $50,000,000   (or the Foreign Equivalent thereof) of cash on deposit in readily available funds (without causing any adverse tax consequences) and/or the ability to borrow under this Agreement without causing a violation of any covenant, (e) such acquisition is not a “hostile” acquisition and has been approved by the board of directors and/or shareholders of the applicable Credit Party and the Target and (f) immediately after giving effect to such acquisition the Borrowers (in the aggregate) shall have the ability (but shall not be required) to borrow at least $20,000,000 (or the Foreign Equivalent thereof) under this Agreement without causing a Default or Event of Default.

“ Permitted Accounts Receivable Purchase Arrangement ” shall mean that certain Master Agreement on Non-Genuine Repurchase Transactions, dated on or about the Closing Date, by and among Checkpoint Systems GmbH and Commerzbank Aktiengesellschaft, Filiale Frankfurt.

“ Permitted Acquisition Certificate ” means a certificate in substantially the form set forth on Schedule 5.2(g) .

“ Permitted Investments ” has the meaning set forth in Section 6.5.

“ Permitted Liens ” means:

(a)           Liens created by or otherwise existing, under or in connection with this Agreement or the other Credit Documents in favor of the Administrative Agent on behalf of the Secured Parties;

(b)           Liens in favor of a Hedging Agreement Provider in connection with a  Secured Hedging Agreement; provided that such Liens shall secure the Credit Party Obligations or the Foreign Obligations, as applicable, on a pari passu basis:

(c)           Liens securing purchase money Indebtedness and Capital Leases, to the extent each is permitted under Section 6.1(d); provided that (i) any such Lien attaches to such property concurrently with or within thirty (30) days after the acquisition thereof and (ii) such Lien attaches solely to the property so acquired in such transaction;

(d)           Liens for taxes, assessments, charges or other governmental levies not yet due or as to which the period of grace (not to exceed ninety (90) days), if any, related thereto has not expired or which are being contested in good faith by appropriate proceedings diligently pursued, provided that adequate reserves with respect thereto are maintained on the books of the Company or its Subsidiaries, as the case may be, in conformity with GAAP (or, in the case of Subsidiaries with significant operations outside of the United States of America, generally accepted accounting principles in effect from time to time in their respective jurisdictions of incorporation);

(e)           statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than sixty (60) days or which are being contested in good faith by appropriate proceedings diligently pursued, provided that adequate reserves with respect thereto are maintained on the books of the Company or its Subsidiaries, as the case may be, in conformity with GAAP (or, in the case of Subsidiaries with significant operations outside of the United States of America, generally accepted accounting principles in effect from time to time in their respective jurisdictions of incorporation);

(f)           Liens on the property of a Person existing at the time such Person becomes a Subsidiary of a Credit Party in a transaction permitted hereunder securing Indebtedness in an aggregate principal amount not to exceed $250,000 for all such Persons; provided , however , that any such Lien may not extend to any other property of any Credit Party or any other Subsidiary that is not a Subsidiary of such Person; provided , further , that any such Lien was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of a Credit Party;

(g)           pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements;

(h)           deposits to secure the performance of bids, trade contracts, (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(i)           Liens existing on the Closing Date and set forth on Schedule 6.2 ; provided that no such Lien shall at any time be extended to cover property or assets other than the property or assets subject thereto on the Closing Date;

(j)           zoning ordinances, easements, covenants and other customary restrictions on the use of real property and other title exceptions that do not interfere in any material respect with the business or operations of the Company and its Subsidiaries or materially impair the value of any such real property;

(k)           Liens in favor of the Issuing Lender and/or Swingline Lender to cash collateralize or otherwise secure the obligations of a Defaulting Lender or an Impacted Lender to fund risk participations hereunder;

(l)           Liens on the German Retirement Deposit Account and/or the German Retirement Securities Deposit Account;

(m)                      any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses; provided that such extension, renewal or replacement Lien shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property); and

(n)           other Liens (other than Liens on the Collateral) not otherwise permitted by the foregoing clauses securing Indebtedness permitted under Section 6.1(h) of this Agreement provided that the fair market value of the assets of the Company and its Subsidiaries so encumbered shall not exceed $35,000,000.

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

“ Plan ” means any employee benefit plan (as defined in Section 3(3) of ERISA) which is covered by ERISA and with respect to which any Credit Party or any ERISA Affiliate is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Pledge Agreement ” means the Pledge Agreement dated as of the Closing Date executed by the Domestic Credit Parties in favor of the Administrative Agent, for the benefit of the Secured Parties, as the same may from time to time be amended, modified, extended, restated, replaced, or supplemented from time to time in accordance with the terms hereof and thereof.

“ Prime Rate ” shall have the meaning set forth in the definition of Alternate Base Rate.

“ Pro Forma Basis ” means, with respect to any transaction, that such transaction shall be deemed to have occurred as of the first day of the four-quarter period (or twelve-month period, as applicable) ending as of the most recent quarter end for which financial statements are available preceding the date of such transaction.

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

 “ Ratable Share ” means, with respect to any Revolving Lender at any time, the ratio (expressed as a percentage) of (a) the Revolving Commitment of such Revolving Lender at such time to (b) the Aggregate Revolving Commitment, provided that, if the Maturity Date has occurred, the Ratable Share of each Revolving Lender shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments.

“ RBS ” means RBS Securities Inc., together with its successors and assigns.

“ Recovery Event ” means the receipt by the Company or any of its Subsidiaries of any cash insurance proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective property or assets.

“ Register ” has the meaning set forth in Section 10.6(c).

“ Regulation T, U, or X ” means Regulation T, U or X, respectively, of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“ Reimbursement Obligation ” means the obligation of the Borrowers to reimburse the Issuing Lender pursuant to Section 2.3(d) for amounts drawn under Letters of Credit.

“ Related Fund ” means, with respect to any Lender, any fund or trust or entity that invests in commercial bank loans in the ordinary course of business and is advised or managed by (a) such Lender, (b) an Affiliate of such Lender, (c) any other Lender or any Affiliate thereof or (d) the same investment advisor as any Person described in clauses (a) through (c).

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

“ Reorganization ” means, with respect to any Multiemployer Plan, the condition that such Plan is in reorganization within the meaning of such term as used in Section 4241 of ERISA.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty-day notice period is waived pursuant to regulations issued by the PBGC.

“ Required Lenders ” means, at any time, Lenders having more than fifty percent (50%) of (a) the Commitments or (b) if the Commitments have been terminated, the aggregate principal Dollar Equivalent (determined as of the most recent Revaluation Date) of Loans (including the Participation Interests of the Issuing Lender in any Letters of Credit and of the Swingline Lender in any Swingline Loans) outstanding; provided that the Commitments of, and outstanding principal Dollar Equivalent of Loans owing to, a Defaulting Lender shall be excluded for purposes hereof in making a determination of Required Lenders.

“ Requirement of Law ” means, as to any Person, (a) the articles or certificate of incorporation, by-laws or other organizational or governing documents of such Person, and (b) all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, executive orders, and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority (in each case whether or not having the force of law); in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Responsible Officer ” means, for any Credit Party, any duly authorized officer thereof for which the Administrative Agent has received an incumbency certificate that has not been terminated or revoked indicating such officer is a duly authorized officer thereof.

“ Restricted Payment ” means (a) any dividend or other distribution, direct or indirect, on account of any shares (or equivalent) of any class of Equity Interests of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares (or equivalent) of any class of Equity Interests of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity Interests of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (d) any payment with respect to any earnout obligation, (e) any payment or prepayment of principal of, premium, if any, or interest on, redemption, purchase, retirement, defeasance, sinking fund or similar payment with respect to, any Subordinated Indebtedness of any Credit Party or any of its Subsidiaries or (f)  the payment by the Company or any of its Subsidiaries of any management, advisory or consulting fee to any Person or of any extraordinary salary, bonus or other form of compensation to any Person who is directly or indirectly a significant partner, shareholder, owner or executive officer of any such Person, to the extent such management, advisory fee, consulting fee, extraordinary salary, bonus or other form of compensation is not included in the corporate overhead of the Company or such Subsidiary.

“ Revaluation Date ” means each of the following:  (a) each date a Loan is made pursuant to Section 2.1 or 2.2; (b) each date a LIBOR Rate Loan is continued pursuant to Section 2.6; (c) each date a Revolving Loan is made to reimburse a Swingline Loan (including a Mandatory Borrowing) or drawing under a Letter of Credit (including an LC Mandatory Borrowing) or a Participation Interest is required to be purchased in an outstanding Swingline Loan or outstanding L/C Obligations pursuant to the terms of Section 2.2 or Section 2.3, respectively; (d) the last Business Day of each calendar month; and (e) such additional dates as the Administrative Agent or the Required Lenders shall specify.

“ Revolving Commitment ” means as to any Lender, the obligation of such Lender to make Revolving Loans for the account of the Borrowers and participate in Letters of Credit and Swingline Loans made under the Revolving Facility in an aggregate principal and/or stated amount at any time outstanding not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on Schedule 2.1(a) hereto as such amount may be reduced or modified at any time or from time to time pursuant to the terms hereof.

“ Revolving Exposure ” means, with respect to any Revolving Lender at any time, the Dollar Equivalent of the sum of (a) the aggregate principal amount of all Revolving Loans made by such Revolving Lender that are outstanding at such time, (b) such Lender’s Ratable Share of the L/C Obligations at such time and (c) such Lender’s Ratable Share of the outstanding Swingline Loans at such time.

“ Revolving Facility ” means the multi-year revolving credit facility established pursuant to Section 2.1(a) hereof.

“ Revolving Lender ” means each Lender with a Revolving Commitment or that holds a Revolving Loan.

“ Revolving Loans ” has the meaning assigned thereto in Section 2.1.

“ Revolving Loan ” means any loan made to any Borrower pursuant to Section 2.1.

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

“ Same Day Funds ” means (a) with respect to disbursements and payments in Dollars, Same Day Funds and (b) with respect to disbursements and payments in a Foreign Currency, same day or other funds as may be determined by the Administrative Agent or the Issuing Lender, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Foreign Currency.

“ Sanctioned Entity ” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, or (d) a person or entity resident in or determined to be resident in a country, that is subject to a country sanctions program administered and enforced by OFAC.

“ Sanctioned Person ” means a Person named on the list of Specially Designated Nationals maintained by OFAC.

“ Sarbanes-Oxley ” means the Sarbanes-Oxley Act of 2002.

“ Scheduled Funded Debt Payments ” shall mean, as of any date of determination for the four consecutive fiscal quarter period ending on such date, the sum of all regularly scheduled payments of principal on Funded Debt of the Credit Parties and their Subsidiaries on a consolidated basis for the applicable period ending on the date of determination (including the principal component of payments due on Capital Leases during the applicable period ending on the date of determination) to the extent actually paid in cash.

“ SEC ” means the Securities and Exchange Commission or any successor Governmental Authority.

“ Secured Hedging Agreement ” means any Hedging Agreement between a Credit Party or a Subsidiary thereof and a Hedging Agreement Provider, as amended, modified, extended, restated, replaced, or supplemented from time to time.

“ Secured Parties ” means the Administrative Agent, the Lenders and the Hedging Agreement Providers.

“ Secured Party Claim ” means any amount which a Credit Party owes to a Secured Party under or in connection with the Credit Documents.

“ Securities Account Control Agreement ” shall mean (a) with respect to securities accounts of any Domestic Credit Party, an agreement, among a Domestic Credit Party, a securities intermediary, and the Administrative Agent, which agreement is in a form acceptable to the Administrative Agent and which provides the Administrative Agent with “control” (as such term is used in Articles 8 and 9 of the UCC) over the securities account(s) described therein, as the same may be as amended, modified, extended, restated, replaced, or supplemented from time to time or (b) with respect to securities accounts of any Foreign Credit Party, such other agreement as may be necessary or required in such foreign jurisdiction in order to obtain a perfected security interest in such securities account(s) described therein.

“ Securities Act ” means the Securities Act of 1933, together with any amendment thereto or replacement thereof and any rules or regulations promulgated thereunder.

“ Securities Laws ” means the Securities Act, the Exchange Act, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

“ Security ” means “security” as defined in the Securities Act.

“ Security Agreement ” means the Security Agreement dated as of the Closing Date executed by the Domestic Credit Parties in favor of the Administrative Agent, for the benefit of the Secured Parties, as the same may from time to time be amended, modified, extended, restated, replaced, or supplemented from time to time in accordance with the terms hereof and thereof.

“ Security Documents ” means the Pledge Agreement, the Security Agreement, the Dutch Borrower Security Agreement, the Foreign Pledge Agreements and Foreign Security Agreements and all other agreements, documents and instruments relating to, arising out of, or in any way connected with any of the foregoing documents (including, without limitation, any intercompany promissory notes required to be pledged pursuant to the terms of this Agreement or the Security Documents) or granting to the Administrative Agent, for the benefit of the Secured Parties, as a joint and several creditor or for itself under Section 2.21, Liens or security interests to secure, inter alia, the Credit Party Obligations whether now or hereafter executed and/or filed, each as may be amended from time to time in accordance with the terms hereof, executed and delivered in connection with the granting, attachment and perfection of the Administrative Agent’s security interests and liens arising thereunder, including, without limitation, UCC financing statements.

“ Sharing Event ” means (a) the occurrence of a Bankruptcy Event, (b) the declaration of the termination of any Commitment, or the acceleration of the maturity of any Loans, in each case in accordance with Section 7.2 or (c) the failure of any Borrower to pay any principal of, or interest on, any Loans or any L/C Obligations on the Maturity Date.

“ Single Employer Plan ” means any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan or a Multiple Employer Plan.

“ Spanish Guarantor ” shall have the meaning set forth in Section 9.8.

“ Spanish Deed of Pledge over Participations ” shall mean that certain Deed of Pledge over Participations, by and among Checkpoint Holland Holding BV., Checkpoint Systems España, S.L., the Administrative Agent and the Secured Parties party thereto.

“ Spot Rate ” means, for any currency, the rate determined by the Administrative Agent or the Issuing Lender, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the Issuing Lender may obtain such spot rate from another financial institution designated by the Administrative Agent or the Issuing Lender  if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the Issuing Lender may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in a  Foreign Currency.

“ Subordinated Indebtedness ” means any Indebtedness (including, without limitation, any intercompany loans) incurred by any Credit Party that is specifically subordinated in right of payment to the prior payment of the Credit Party Obligations on terms acceptable to the Administrative Agent and the Lenders.

“ Subsidiary ” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power to elect a majority of the directors or other managers of such corporation, partnership, limited liability company or other entity (irrespective of whether or not at the time, any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) are at the time owned by such Person directly or indirectly through Subsidiaries.  Unless otherwise identified, “Subsidiary” or “Subsidiaries” means Subsidiaries of the Company.

“ Swingline Commitment ” means the commitment of the Swingline Lender to make Swingline Loans in an aggregate principal amount at any time outstanding up to the Swingline Committed Amount, and the commitment of the Revolving Lenders to purchase participation interests in the Swingline Loans as provided in Section 2.2(b)(ii), as such amounts may be reduced from time to time in accordance with the provisions hereof.

“ Swingline Committed Amount ” means the amount of the Swingline Lender’s Swingline Commitment as specified in Section 2.2(a).

“ Swingline Lender ” means Wachovia and any successor swingline lender, in such capacity.

“ Swingline Loan ” or “ Swingline Loans ” has the meaning set forth in Section 2.2(a).

“ Swingline Note ” means the promissory note of the Company in favor of the Swingline Lender evidencing the Swingline Loans provided pursuant to Section 2.2(d), as such promissory note may be amended, modified, supplemented, extended, renewed or replaced from time to time.

“ Syndication Agent ” means Citizens Bank of Pennsylvania.

“ Target ” has the meaning set forth in the definition of Permitted Acquisition.

“ Target Settlement Day ” means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.

“ Taxes ” has the meaning set forth in Section 2.17.

“ Total Consideration ” has the meaning set forth in Section 5.2(g).

“ Trademark License ” shall mean any agreement, whether written or oral, providing for the grant by or to a Person of any right to use any Trademark.

“ Trademarks ” shall mean (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, service marks, elements of package or trade dress of goods or services, logos and other source or business identifiers, together with the goodwill associated therewith, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof and (b) all renewals thereof.

“ Tranche ” means the collective reference to (a) LIBOR Rate Loans whose Interest Periods begin and end on the same day and (b) Alternate Base Rate Loans made on the same day.

“ Transactions ” means the closing of this Agreement and the other Credit Documents and the other transactions contemplated hereby to occur in connection with such closing (including, without limitation, the initial borrowings under the Credit Documents and the payment of fees and expenses in connection with all of the foregoing).

“ Transfer Effective Date ” has the meaning set forth in each Assignment and Assumption.

“ Treaty on European Union ” means the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on February 1, 1992 and came into force on November 1, 1993), as amended from time to time.

“ Type ” means, as to any Loan, its nature as an Alternate Base Rate Loan, LIBOR Rate Loan or Swingline Loan, as the case may be.

“ UCC ” means the Uniform Commercial Code from time to time in effect in any applicable jurisdiction.

“ Voting Stock ” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

“ Wachovia ” means Wachovia Bank, National Association and its successors.

“ WCM ” means Wachovia Capital Markets, LLC, together with its successors and assigns.

“ Works ” shall mean all works which are subject to copyright protection pursuant to Title 17 of the United States Code.

“ Works Counsel ” shall have the meaning set forth in Section 5.15.

1.2                       French Terms .

In this Agreement, a reference to:

(a)           an administration or dissolution includes a redressement judiciaire , cession totale de l’entreprise or liquidation judiciaire under Articles L. 620-1 et seq. of the French Commercial Code;

(b)           a composition , assignment or similar arrangement with any creditor includes a reglement amiable under Articles L. 611-3 et seq. of the French Commercial Code;

(c)           a receiver includes an administrateur judiciaire , administrateur provisoire , mandataire ad hoc , conciliateur , and mandataire liquidateur ;

(d)           a person being unable to pay its debts includes that person being in a state of cessation des paiements ;

(e)           a guaranty includes any cautionnement , aval and any garantie which is independent from the debt to which it relates;

(f)           a lease includes an opération de crédit-bail ;

(g)           a security interest includes any type of security ( sûreté réelle ) and transfer by way of security; and

(h)           the French Commercial Code means the Code de commerce .

In this Agreement, where it relates to a Dutch entity, a reference to:

(a)           a necessary action to authorize where applicable, includes without limitation:

(i)           any action required to comply with the Works Councils Act of the Netherlands ( Wet op de ondernemingsraden ); and

(ii)                      obtaining an unconditional positive advice ( advies ) from the competent works council(s);

(b)            financial assistance means any act contemplated by:

(i)           (for a besloten vennootschap met beperkte aansprakelijkheid ) Article :207(c) of the Dutch Civil Code; or

(ii)                      (for a naamloze vennootschap )   Article 2:98(c) of the Dutch Civil Code;

(c)           a security interest includes any mortgage ( hypotheek ), pledge ( pandrecht ), retention of title arrangement ( eigendomsvoorbehoud ), privilege ( voorrecht ), right of retention ( recht van retentie ), right to reclaim goods ( recht van reclame ), and, in general, any right in rem ( beperkt recht ), created for the purpose of granting security ( goederenrechtelijk zekerheidsrecht );

(d)           a winding-up , administration or dissolution includes a Dutch entity being declared bankrupt ( failliet verklaard ) or dissolved ( ontbonden );

(e)           a moratorium includes surseance van betaling and a moratorium is declared or occurs includes surseance verleend ;

(i)           any step or procedure taken in connection with insolvency proceedings includes a Dutch entity having filed a notice under Section 36 of the Tax Collection Act of the Netherlands ( Invorderingswet 1990 ) or

Section 60 of the Social Insurance Financing Act of the Netherlands ( Wet Financiering Sociale Verzekeringen ) in conjunction with Section 36 of the Tax Collection Act of the Netherlands ( Invorderingswet 1990 );

(ii)                       trustee in bankruptcy includes a curator ;

(iii)                      an administrator includes a bewindvoerder ; and

(iv)                      an attachment includes a beslag .

1.4                       Computation of Time Periods .

All time references in this Agreement and the other Credit Documents shall be to Charlotte, North Carolina time unless otherwise indicated.  For purposes of computation of periods of time hereunder, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

(a)            Generally .  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the most recently delivered audited consolidated financial statements of the Company, except as otherwise specifically prescribed herein.

(b)            Changes in GAAP .  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that , until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c)            Financial Covenant Calculations .  The parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the financial covenants set forth in Section 5.9, (i) after consummation of any Permitted Acquisition, (A) income statement items and other balance sheet items (whether positive or negative) attributable to the Target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Company and the Administrative Agent

Unless otherwise specified, all Credit Documents and all other certificates executed in connection therewith must be signed by a Responsible Officer.

1.7                       Exchange Rates; Currency Equivalents .

(a)           The Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating the Dollar Equivalents of Extensions of Credit and amounts outstanding hereunder denominated in Foreign Currencies.  Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur.  Except for purposes of financial statements delivered by the Company hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency for purposes of the Credit Documents shall be such Dollar Equivalent as so determined by the Administrative Agent.

(b)           Wherever in this Agreement, in connection with any Extension of Credit, any conversion, continuation or prepayment of a Loan or any renewal of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Extension of Credit or Loan is denominated in a Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar equivalent (rounded to the nearest 1,000 units of such Foreign Currency), as determined by the Administrative Agent.

(c)           Wherever in this Agreement an amount, such as a minimum or maximum limitation on Indebtedness permitted to be incurred or Investments permitted to be made hereunder, is expressed in Dollars, it shall be deemed to refer to the Dollar Equivalent thereof.

(d)           Determinations by the Administrative Agent pursuant to this Section shall be conclusive absent manifest error.

(a)           Each obligation of the Borrowers to make a payment denominated in the National Currency Unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euros at the time of such adoption (in accordance with the EMU Legislation).  If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with

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

(a)            Revolving Facility .  During the Commitment Period, subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving loans (the “ Revolving Loans ”) to each Borrower, in any Optional Currency and for the purposes hereinafter set forth from time to time in the amount of such Revolving Lender’s Ratable Share of such Loans provided that (i) the Aggregate Revolving Exposure shall not at any time exceed the Aggregate Revolving Commitment or (ii) with regard to each Revolving Lender, such Revolving Lender’s Revolving Exposure shall not exceed its Revolving Commitment; provided further , from the Closing Date until the date on which the Credit Parties have executed and delivered to the Administrative Agent all German Security Documents that are not executed and delivered by the Credit Parties on or prior to the Closing Date, the Aggregate Revolving Exposure shall not exceed the sum of (A) the principal amount of Loans and (B) the face amount of Letters of Credit, in each case outstanding on the Closing Date.

(b)            Borrowing Options .  Each borrowing of Revolving Loans shall be comprised of (i) in the case of a borrowing denominated in Dollars, either LIBOR Rate Loans or Alternate Base Rate Loans as the applicable Borrower may request in accordance herewith and (ii) in the case of a borrowing denominated in any Foreign Currency, LIBOR Rate Loans.  Each Lender at its option may satisfy its obligation to make any Revolving Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Revolving Loan (in which case all payments of principal and interest with respect to such Loan shall be owed to such branch or Affiliate); provided that any exercise of such option shall not reduce the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement and such Lender shall remain obligated in all respects for all of its obligations hereunder.

(c)            Type .  Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of six (6)   borrowings of LIBOR Rate Loans outstanding.

(d)            Revolving Borrowings .

(i)            Notice of Borrowing .  The Company (on its own behalf or on behalf of any Borrower) shall request a Revolving Loan borrowing by delivering a written Notice of Borrowing (or telephone notice promptly confirmed in writing through delivery of a Notice of Borrowing) to the Administrative Agent (A) not later than 11:00 A.M. (I) on the Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, (II) on the third Business Day prior to the date of the requested borrowing in the case of LIBOR Rate Loans denominated in Dollars and (B) not later than 10:00 A.M. (London, England time) four (4) Business Days prior to the date of the requested borrowing in the case of Loans denominated in a Foreign Currency.  Each such request for borrowing shall be irrevocable and shall specify (A) the Borrower on whose behalf the Company is requesting such borrowing; (B) the date of such borrowing, which shall be a Business Day, (C) the amount of such borrowing, which shall be, (x) with respect to Alternate Base Rate Loans, in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof, and (y) with respect to LIBOR Rate Loans, in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or such other amount as may be satisfactory to the Administrative Agent), (D)  in the case of a borrowing denominated in Dollars, whether such Revolving Loan is to be a LIBOR Rate Loan or an Alternate Base Rate Loan, (E) in the case of a LIBOR Rate Loan, (x) the currency in which such LIBOR Rate Loan is to be denominated and (y) the duration of the Interest Period applicable thereto and (F) the location and number of the applicable Borrower’s account to which funds are to be disbursed.  If the Company shall fail to specify in any such Notice of Borrowing (x) an applicable Interest Period in the case of a LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (y) the Type of Loan requested in the case of a Loan to be made in Dollars, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (z) the currency for such Loan, then such Loan shall be made in Dollars.  The Administrative Agent shall give notice to each Lender promptly, on the same day received by the Administrative Agent, upon receipt of each Notice of Borrowing pursuant to this Section 2.1(d)(i), the contents thereof and each such Lender’s share of any borrowing to be made pursuant thereto.

(ii)                       Advances .  Upon receipt of any Notice of Borrowing from the Administrative Agent, each Lender (or its respective domestic or foreign branch or Affiliate) will make available to the Administrative Agent, for the account of the relevant Borrower, in funds immediately available to the Administrative Agent and in the applicable currency, such Lender’s Ratable Share of the Revolving Loans to be made on such borrowing date, no later than 2:00 P.M., Charlotte, North Carolina time, on the proposed borrowing date of an Alternate Base Rate Loan or Dollar LIBOR Rate Loan, and no later than 10:00 A.M., Charlotte, North Carolina time, on the proposed borrowing date of an LIBOR Rate Loan denominated in any Foreign Currency.  Each Borrower

hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested for such Borrower pursuant to this Section in Same Day Funds by crediting or wiring such proceeds to the deposit account of such Borrower identified in the Notice of Borrowing.  The Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Loan requested pursuant to this Section for which any Lender is responsible to the extent that such Lender has not made available to the Administrative Agent its Ratable Share of such Revolving Loan.

(e)            Repayment .  Each Borrower agrees to repay the outstanding principal amount of all Loans made to it under, and its Reimbursement Obligations under, the Revolving Facilities in the applicable currency and in full on the Maturity Date, with all accrued but unpaid interest thereon together with all other amounts then outstanding.

(f)            Interest .  Subject to the provisions of Section 2.5:

(i)            Alternate Base Rate Loans .  During such periods as Revolving Loans shall be comprised in whole or in part of Alternate Base Rate Loans, such Alternate Base Rate Loans shall bear interest at a per annum rate equal to the Alternate Base Rate plus the Applicable Percentage; and

(ii)                       LIBOR Rate Loans .  During such periods as Revolving Loans shall be comprised in whole or in part of LIBOR Rate Loans, such LIBOR Rate Loans shall bear interest at a per annum rate equal to the LIBOR Rate plus the Applicable Percentage.

Interest on Revolving Loans shall be payable in arrears on each applicable Interest Payment Date (or at such other times as may be specified herein).

(g)            Notes .  The Revolving Loans shall be further evidenced by a duly executed Note in favor of each Lender in the form of Schedule 2.1(h) attached hereto, if requested by such Lender.

2.2                       Swingline Loan Subfacility .

(a)            Swingline Commitment .  During the Commitment Period, subject to the terms and conditions hereof, the Swingline Lender, in its individual capacity, agrees to make, in reliance upon the agreements of the Revolving Lenders set forth in this Section, a portion of the Revolving Commitment available to the Company by making Swingline Loans to the Company in Dollars and in Euros (each a “ Swingline Loan ” and, collectively, the “ Swingline Loans ”) for the purposes hereinafter set forth; provided , however , (i) the aggregate Dollar Equivalent   of Swingline Loans (determined as of the most recent Revaluation Date) outstanding at any time shall not exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the “ Swingline Committed Amount ”), (ii) with regard to each Revolving Lender individually (other than the Swingline Lender in its capacity as such), such Lender’s Revolving Exposure shall not exceed such Lender’s Revolving Commitment or (iii) with regard to the Revolving Lenders collectively, the Aggregate Revolving Exposure shall not exceed the Aggregate Revolving Commitment.  Swingline Loans hereunder may be repaid and reborrowed in accordance with the provisionshereof.  Swingline Loans denominated in Euros shall consist solely of LIBOR Market Index Rate Loans.

(b)            Swingline Loan Borrowings .

(i)            Notice of Borrowing and Disbursement .  Upon receiving a Notice of Borrowing from the Company (A) not later than 12:00 Noon (Charlotte, North Carolina time) on any Business Day requesting that a Swingline Loan be made in Dollars, the Swingline Lender will make a Swingline Loan which is denominated in Dollars available to the Company on the same Business Day and (B) not later than 10:00 A.M. (London, England time) on any Business Day requesting that a Swingline Loan be made in Euros, the Swingline Lender will make a Swingline Loan which is denominated in Euros available to the Company on such date.  Swingline Loan borrowings hereunder shall be made in minimum amounts of $100,000 and in integral amounts of $100,000 in excess thereof.  Each such request for borrowing shall be irrevocable and shall specify (A) that a Swingline Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, (D) whether the borrowing shall be made in Dollars or in Euros and (E) the location and number of the Company’s account to which funds are to be disbursed. If the Company shall fail to specify in any such Notice of Borrowing the applicable currency for such Swingline Loan, such Swingline Loan shall be made in Dollars.    Notwithstanding anything to the contrary contained herein, the Swingline Lender shall not at any time be obligated to make any Swingline Loan hereunder if any Lender is at such time a Defaulting Lender or an Impacted Lender hereunder, unless the Swingline Lender has entered into arrangements satisfactory to the Swingline Lender with the Borrowers or such Lender to eliminate the Swingline Lender’s risk with respect to such Lender.

(ii)                       Repayment of Swingline Loans .  Each Swingline Loan borrowing shall be due and payable on the Maturity Date.  The Swingline Lender may, at any time, in its sole discretion, by written notice to the Company and the Administrative Agent, demand repayment of its Swingline Loans by way of a Revolving Loan borrowing, in which case the Company shall be deemed to have requested a Revolving Loan borrowing in Dollars comprised entirely of Alternate Base Rate Loans in the Dollar Equivalent of such Swingline Loans; provided , however , that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (A) the Maturity Date, (B) the occurrence of a Bankruptcy Event, (C) upon acceleration of the Credit Party Obligations hereunder, whether on account of a Bankruptcy Event or any other Event of Default and (D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “ Mandatory Borrowing ”).  Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Equivalent of such Swingline Loans and in the manner specified in the preceding sentence and on the same date such request is made by the Swingline Lender notwithstanding (A) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise

 required hereunder, (B) whether any conditions specified in Section 4.2 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(d)(i), (E) the date of such Mandatory Borrowing, or (F) any reduction in the Revolving Committed Amount or termination of the Revolving commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith.  In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Company), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Company on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Ratable Share (determined before giving effect to any termination of the Commitments pursuant to Section 7.2); provided that (A) subject to clause (B) below, all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal Dollar Equivalent of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Overnight Rate, and thereafter at a rate equal to the Alternate Base Rate, and upon such purchase shall be entitled to interest on such amounts from and including the date of the Mandatory Borrowing.

(c)            Interest on Swingline Loans .  Subject to the provisions of Section 2.5, Swingline Loans that are denominated in (i) Dollars shall bear interest at a per annum rate equal to the Alternate Base Rate plus the Applicable Percentage for Revolving Loans that are Alternate Base Rate Loans and (ii) Euros shall bear interest at the LIBOR Market Index Rate plus the Applicable Percentage for Revolving Loans that are LIBOR Rate Loans.  Interest on Swingline Loans shall be payable in arrears on each Interest Payment Date.

(d)            Swingline Note .  The Swingline Loans shall be evidenced by a duly executed Swingline Note of the Company to the Swingline Lender in the original amount of the Swingline Committed Amount and substantially in the form of Schedule 2.2 to the extent requested by the Swingline Lender.

2.3                       Letter of Credit Subfacility .

(a)            L/C Commitment .

(i)            Letters of Credit . Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the Revolving Lenders set forth in this Section,

agrees to issue Letters of Credit for the account of the Company on any Business Day during the Commitment Period   in such form as may be requested by the Company and approved from time to time by the Issuing Lender; provided , that the Issuing Lender shall not issue, amend, extend or renew any Letter of Credit if, after giving effect to such issuance, amendment, extension or renewal, (A) the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment or (B) the Aggregate L/C Obligations would exceed the Aggregate L/C Sublimit.  Each Letter of Credit may be denominated in any Optional Currency.

(ii)                       Issuance of Letters of Credit . Each Letter of Credit shall (A) be a letter of credit issued to support obligations of the Company or any of its Subsidiaries, contingent or otherwise, (B) expire on a date not later than one year after the date of issuance thereof and during the Commitment Period and (C) be subject to the Uniform Customs and Practice for Documentary Credits (as most recently published by the International Chamber of Commerce at the time of issuance) and, to the extent not inconsistent therewith, the laws of the State in which the corporate headquarters of the Issuing Lender is located or such other jurisdiction as is acceptable to the Issuing Lender.  The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) such issuance violates any order, judgment or decree of any Governmental Authority that by its terms enjoins or restrains the issuance of such Letter of Credit, (B) any Applicable Law applicable to the Issuing Lender, the Administrative Agent or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance of letters of credit generally, (C) such Letter of Credit in particular shall impose upon it or any Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender or any Lender is not otherwise compensated), or any unreimbursed loss, cost or expense which was not applicable or in effect as of the Closing Date or (D) if any Lender is at such time a Defaulting Lender or an Impacted Lender hereunder, unless the Issuing Lender has entered into arrangements satisfactory to the Issuing Lender with the Borrowers or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.  References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include any amendment, extension, renewal or increase in the stated amount of any existing Letters of Credit, unless the context otherwise requires.

(b)            Procedure for Issuance of Letters of Credit .  The Company may from time to time request that the Issuing Lender issue a Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) by delivering to the Issuing Lender at any address mutually acceptable to the Company and the Issuing Lender an L/C Application therefor, completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request.  The L/C Application will contain a representation and warranty that the conditions specified in Section 4.2 hereof have been satisfied or waived in writing by the Administrative Agent on behalf of the Required Lenders as of the date of the L/C Application.  Upon receipt of any L/C Application, the Issuing Lender shall process such L/C Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures

(c)            L/C Participations .

(i)           The Issuing Lender irrevocably agrees to grant and hereby grants to each Revolving Lender, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each Revolving Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such Revolving Lender’s own account and risk, an undivided interest equal to its Ratable Share of the Issuing Lender’s obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder.  Each Revolving Lender unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Company in accordance with the terms of this Agreement, such Revolving Lender shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such Revolving Lender’s Ratable Share of the amount of such draft, or any part thereof, which is not so reimbursed.

(ii)                      Upon becoming aware of any amount required to be paid by any Lender to the Issuing Lender pursuant to this Section in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit, the Administrative Agent shall notify each Revolving Lender of the amount and due date of such required payment and such Lender shall pay to the Issuing Lender the amount specified on the applicable due date.  If any such amount is paid to the Issuing Lender after the date such payment is due, such Lender shall pay to the Issuing Lender on demand, in addition to such amount, the product of (A) such amount, multiplied by (B) the Overnight Rate, multiplied by (C) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360.  A certificate of the Issuing Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.  With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section, if the relevant Lenders receive notice that any such payment is due (A) prior to 1:00 P.M. (Charlotte, North Carolina time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 P.M. (Charlotte, North Carolina time) on any Business Day, such payment shall be due on the following Business Day.

(iii)                      Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any Lender the Ratable Share of such payment in accordance with this Section, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Company or otherwise, or any payment of interest on account thereof), the Issuing Lender will distribute to such Lender its Ratable Share; provided , that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such Lender shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

(d)            Reimbursement Obligation of the Company . The Company agrees to reimburse the Issuing Lender on each date the Issuing Lender or the Administrative Agent notifies such Company of the date and amount of a draft paid under any Letter of Credit requested by the Company for the amount of (A) such draft so paid and (B) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment.  Each such payment shall be made to the Issuing Lender at its address for notices specified herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Foreign Currency, in the event that such payment is not made to the Issuing Lender on the date of receipt by the Company of such notice, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment) and in Same Day Funds.  Interest shall be payable on any and all amounts remaining unpaid by the Company under this Section from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the Alternate Base Rate plus 2%.  If the Company fails to timely reimburse the Issuing Lender on the date the Company receives the notice referred to in this Section, the Issuing Lender shall promptly notify the Administrative Agent of such failure, and the Company shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.1 (without regard to the minimum and multiples specified in such Section) to the Administrative Agent requesting the Lenders to make an Alternate Base Rate Loan under the Credit Facility on such date in Dollars in an amount equal to the Dollar Equivalent of the amount of such draft paid, together with any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender and to be reimbursed pursuant to this Section and, regardless of whether or not the conditions precedent specified in Section 4 have been satisfied, the applicable Lenders shall make Alternate Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.  Any conversion by the Issuing Lender of any payment to be made by the Company in respect of any Letter of Credit denominated in any Foreign Currency into Dollars in accordance with this Section (using the conversion mechanism set forth in the definition of Dollar Equivalent) shall be conclusive and binding upon the Company and the Lenders in the absence of manifest error; provided that upon the request of any Lender, the Issuing Lender shall provide to such Lender a certificate including reasonably detailed information as to the calculation of such conversion.  Notwithstanding the foregoing, nothing in this Section shall

(e)            Obligations Absolute .  The Company’s obligations under this Section (including, without limitation, the Reimbursement Obligation) shall be absolute, unconditional and irrevocable under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had against the Issuing Lender or any beneficiary or transferee of a Letter of Credit (or any person for whom any such beneficiary or any such transferee may be acting).  The Company also agrees with the Issuing Lender that no Issuing Lender shall be responsible for, and the Company’s Reimbursement Obligation under this Section shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent, forged or insufficient in any respect, or any dispute between or among the Company and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Company against any beneficiary of such Letter of Credit or any such transferee.  No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message, advice, or document, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by the Issuing Lender’s gross negligence or willful misconduct.  The Company agrees that any action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the Uniform Customs and, to the extent not inconsistent therewith, the UCC, shall be binding on the Company and shall not result in any liability of the Issuing Lender to the Company.  The responsibility of the Issuing Lender to the Company in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit.

(f)            Letter of Credit Payments .  If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall promptly notify the Company of the date and the Dollar Equivalent of the amount thereof.

(g)            Effect of L/C Application .  To the extent that any provision of any L/C Application related to any Letter of Credit is inconsistent with the provisions of this Section, the provisions of this Section shall apply.

Subject to the terms and conditions set forth herein, so long as no Default or Event of Default shall have occurred and be continuing, the Company and the Foreign Borrowers shall have the right to increase the Aggregate Revolving Commitment (an “ Additional Commitment ”) by an aggregate amount of up to $50,000,000 (the “ Aggregate Additional Commitment ”) at any time prior to the date that is one Business Day prior to the Maturity Date; provided that (i) any loans issued pursuant to an Additional Commitment (the “ Additional Loans ”) may not be

borrowed by any Borrower until the earlier of (x) the first Business Day  following the date on which the Company delivers the quarterly financial statements and compliance certificate required under Sections 5.1(b) and 5.2(a) for the period ending as of the last day of the second quarter of fiscal year 2009 and such statements demonstrate that Consolidated EBITDA for the Company and its Subsidiaries for the second fiscal quarter in 2009 is greater than or equal to $17,000,000 (the “ Partial Incremental Availability Date ”) and (y) the first Business Day after the day on which the Company files its SEC Form 10K for the 2009 fiscal year and demonstrates that Consolidated EBITDA for the Company and its Subsidiaries for such fiscal year is greater than or equal to $65,000,000 (the “ Full Incremental Availability Date ”) and (ii) only up to $25,000,000 of the Aggregate Additional Commitment shall be available to be borrowed by the Borrowers from the Partial Incremental Availability Date until the Full Incremental Availability Date.  The following terms and conditions shall apply to any Additional Commitment:  (i) the loans made under the Additional Commitment shall constitute Credit Party Obligations, (ii) such Additional Loans shall have the same terms (including interest rate) as the existing Revolving Loans, (iii) any such Additional Loans shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Revolving Loans, (iv) any such Additional Commitment shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (v) such Additional Commitment shall be in a minimum principal Dollar Equivalent (determined as of the most recent Revaluation Date) of $10,000,000 or the unused portion of the limit set forth above and integral multiples of $1,000,000 in excess thereof, (vi) the proceeds of any Additional Loan will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Acquisitions, (vii) the Company and the Foreign Borrowers shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Commitment and the Additional Loans, (viii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (ix) the Administrative Agent shall have received such legal opinions from counsel to the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent reasonably shall request, (x) the Administrative Agent shall have received such amendments to the Credit Documents, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent shall request and (xi) the Administrative Agent shall have received from the Company updated financial projections and an officer’s certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Commitment or Additional Loans, the Company will be in compliance with the financial covenants set forth in Section 5.9.  Participation in any Additional Commitment may be offered to each of the existing Lenders, but no such Lender shall be required to provide all or any portion of any such Additional Loan.  If the amount of any Additional Loan requested by the Company shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loan, then the Company may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Agreement as Lenders hereunder for the portion of such Additional Commitment not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Company may reasonably request.  The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 10.6(b)) of the outstanding Loans

and Participation Interests to the Lenders providing any an Additional Commitment so that, after giving effect to such assignments, each Lender (including the Lenders providing the Additional Commitments) will hold Loans and Participation Interests equal to its Ratable Share of all outstanding Loans and L/C Obligations.  The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Credit Document as may be necessary to incorporate the terms of any Additional Loan or Additional Commitment.

(a)           If all or a portion of the principal amount of any Loan which is a LIBOR Rate Loan shall not be paid when due or continued as a LIBOR Rate Loan in accordance with the provisions of Section 2.6 (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount of such Loan shall be converted to an Alternate Base Rate Loan at the end of the Interest Period applicable thereto.

(b)           Upon the occurrence and during the continuance of a (i) Bankruptcy Event or a Payment Event of Default, the principal of and, to the extent permitted by law, interest on the Loans and any other amounts owing hereunder or under the other Credit Documents shall automatically bear interest at a rate per annum which is equal to the Default Rate and (ii) any other Event of Default hereunder, at the option of the Required Lenders, the principal of and, to the extent permitted by law, interest on the Loans and any other amounts owing hereunder or under the other Credit Documents shall bear interest, payable on demand, at a per annum rate which is equal to the Default Rate.

(c)           Interest on each Loan shall be payable in arrears on each Interest Payment Date; provided that interest accruing pursuant to paragraph (b) of this Section shall be payable from time to time on demand.

2.6                       Extension and Conversion .

The Company shall have the option, on any Business Day, to extend existing Loans into a subsequent permissible Interest Period or to convert Loans made in Dollars into Loans of another Type; provided , however , that (a) except as expressly provided otherwise in this Agreement, LIBOR Rate Loans denominated in Dollars may be converted into Alternate Base Rate Loans only on the last day of the Interest Period applicable thereto, (b) LIBOR Rate Loans may be extended, and Alternate Base Rate Loans may be converted into LIBOR Rate Loans, only if the conditions in Section 4.2 have been satisfied and (c) Loans extended as, or converted into, LIBOR Rate Loans shall be subject to the terms of the definition of “ Interest Period ” set forth in Section 1.1 and shall be in such minimum amounts as provided in Section 2.1(d).  Any request for extension or conversion of a LIBOR Rate Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month.  Each such extension or conversion shall be effected by the Company by giving a Notice of Conversion (or telephone notice promptly confirmed in writing) to the Administrative Agent prior to 11:00 A.M. on the Business Day of, in the case of the conversion of a LIBOR Rate Loan into an Alternate Base Rate Loan, and on the fourth Business Day prior to, in the case of the extension of a LIBOR Rate Loan as, or conversion of an Alternate Base Rate Loan into, a LIBOR Rate Loan, the date of the

2.7                       Voluntary Prepayments and Mandatory Prepayments .

(a)            Voluntary Repayments .  Revolving Loans and Swingline Loans may be repaid in whole or in part without premium or penalty; provided that (i) LIBOR Rate Loans may be repaid only upon five (5) Business Days’ prior written notice to the Administrative Agent, and Alternate Base Rate Loans may be repaid only upon at least one (1) Business Day’s prior written notice to the Administrative Agent, (ii) repayments of LIBOR Rate Loans must be accompanied by payment of any amounts owing under Section 2.16, and (iii) partial repayments of the LIBOR Rate Loans shall be in minimum principal amount of $2,000,000, and in integral multiples of $1,000,000 in excess thereof, or if less, the remaining amount thereof, and partial repayments of Alternate Base Rate Loans shall be in a minimum principal amount of $1,000,000, and in integral multiples of $500,000 in excess thereof, or if less, the remaining amount thereof.   Interest accrued through the date of prepayment on the principal amount prepaid shall be payable on the next occurring Interest Payment date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder through the date of prepayment.  All voluntary prepayments of Revolving Loans pursuant to this Section shall be distributed ratably to the Lenders holding such Revolving Loans.

(b)            Mandatory Prepayments .

(i)           If at any time the Aggregate Revolving Exposure exceeds 105% (or if none of such Aggregate Revolving Exposure is denominated in any Foreign Currency, 100%) of the Aggregate Revolving Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Lenders, to repay Revolving Loans or Swingline Loans and/or furnish cash collateral as described in Section 2.7(c), in the Dollar Equivalent of the amount of such excess.  Any repayment of LIBOR Rate Loans pursuant to this Section other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 2.16 hereof.

(ii)                      If the Administrative Agent, notifies the Company at any time that the Aggregate L/C Obligations at such time exceeds 105% (or if none of such Aggregate L/C

Obligations are denominated in any Foreign Currency, 100%) of the L/C Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Company shall cash collateralize the Aggregate L/C Obligations in an amount equal to the amount by which the Aggregate L/C Obligations exceeds the L/C Sublimit.

(c)            Application .  Unless otherwise specified by the Company, voluntary repayments and mandatory prepayments made hereunder shall be applied first to Swingline Loans, second to Alternate Base Rate Loans, then to LIBOR Rate Loans in direct order of Interest Period maturities and third (after all Loans have been repaid) to a cash collateral account in respect of L/C Obligations.  Amounts repaid on the Swingline Loan and the Revolving Loans may be reborrowed in accordance with the provisions hereof.  All prepayments made under this Section shall be subject to Section 2.16 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty.

(d)            Hedging Obligations Unaffected .  Any repayment or prepayment made pursuant to this Section 2.7 shall not affect the Company’s obligation to continue to make payments under any Hedging Agreement with a Hedging Agreement Provider, which shall remain in full force and effect notwithstanding such repayment or prepayment, subject to the terms of such Hedging Agreement.

2.8                       Termination and Reduction of Commitments.

(a)            Voluntary Reductions .  The Company shall have the right at any time and from time to time, upon at least three (3) Business Days’ prior written notice to the Administrative Agent, to permanently terminate or reduce the Aggregate Revolving Commitments; provided that (i) each reduction of the Aggregate Revolving Commitments shall be in an aggregate principal amount not less than $5,000,000 or any whole multiple of $1,000,000 in excess thereof and (ii) such reduction shall not cause (A) the Aggregate Revolving Exposure to exceed the Aggregate Revolving Commitment, or (B) the aggregate Dollar Equivalent of the Swingline Loans outstanding to exceed the Swingline Committed Amount.  Upon receipt of such notice, the Administrative Agent shall promptly notify each Revolving Lender.  The amount of any termination or reduction made under this Section may not thereafter be reinstated.

(b)            Mandatory Reduction .  The Commitments shall automatically terminate on the Maturity Date.

2.9                       Fees .

(a)            Commitment Fee .  In consideration of the Commitments, the Borrowers agree to pay to the Administrative Agent for the ratable benefit of the Lenders holding Commitments a commitment fee (the “ Commitment Fee ”) in an amount equal to the Applicable Percentage per annum multiplied by the average daily unused Dollar Equivalent (determined as of the most recent Revaluation Date) of the Aggregate Revolving Commitment; provided that (i) no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a

(b)            L/C Fees .  

(i)           The Borrowers agree to pay to the Administrative Agent, for the account of each Revolving Lender, a letter of credit fee (the “ L/C Fee ”) in Dollars with respect to each Letter of Credit issued by the Issuing Lender in an amount equal to the Dollar Equivalent of the average daily undrawn amount of such issued Letters of Credit multiplied by the Applicable Percentage for LIBOR Rate Loans then in effect.

(ii)                      The L/C Fees shall be payable quarterly in arrears on the 15th day following the last day of each calendar quarter for the prior calendar quarter, commencing with the first such date to occur after the Closing Date, and on the Maturity Date (and, if applicable, thereafter on demand).

(iii)                      The Administrative Agent shall, promptly following its receipt thereof, distribute to the Revolving Lenders the L/C Fee received by the Administrative Agent in accordance with their respective Ratable Share; provided that (A) any L/C Fees that accrue in favor of a Defaulting Lender shall be paid to the Issuing Lender for its own account for so long as such Lender shall be a Defaulting Lender and (B) any L/C Fees accrued in favor of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall be paid to the Issuing Lender for its own account for so long as such Lender shall be a Defaulting Lender.

(c)            Issuing Lender Fees .  In addition to the L/C Fees payable pursuant to subsection (b) above, the Borrowers shall pay to the Issuing Lender for its own account without sharing by the other Lenders (i) a fronting fee of one-eighth of one percent (0.125%) per annum on the average daily maximum amount available to be drawn under each such Letter of Credit issued by it, such fee to be paid on the 15 ^th day following the last day of the calendar quarter in which such Letter of Credit is issued and (ii) the reasonable and customary charges from time to time of the Issuing Lender with respect to the amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit (collectively, the “ Issuing Lender Fees ”).

(d)            Administrative Agent’s Fee .  The Borrowers agree to pay to the Administrative Agent the annual administrative agent fee as described in the Fee Letter.

2.10                       Computation of Interest and Fees; Usury .

(a)           Interest payable hereunder with respect to Alternate Base Rate Loans based on the Prime Rate and Loans denominated in British Pounds Sterling shall be calculated on the basis of a year of 365 days (or 366 days, as applicable) for the actual days elapsed.  All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 day year for the actual days elapsed.  The Administrative Agent shall as soon as practicable notify the Company and the Lenders of each determination of a LIBOR Rate on the Business Day of the determination thereof.  Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate shall become effective as of the opening of business on the day on which such change in the Alternate Base Rate shall become effective.  The Administrative Agent shall as soon as practicable notify the Company and the Lenders of the effective date and the amount of each such change.

(b)           Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Company and the Lenders in the absence of manifest error.  The Administrative Agent shall, at the request of the Company, deliver to the Company a statement showing the computations used by the Administrative Agent in determining any interest rate.

(c)           It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect.  All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this subsection which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral.  In no way, nor in any event or contingency (including, but not limited to, prepayment or acceleration of the maturity of any Obligation), shall the interest taken, reserved, contracted for, charged, or received under this Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law.  If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document.  If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrowers or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans.  The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand.  All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the

2.11                       Pro Rata Treatment and Payments .

(a)            Allocation of Payments Prior to Exercise of Remedies .  Each borrowing of Loans and any reduction of the Commitments shall be made pro rata according to the respective Ratable Shares of the Lenders.  Each payment under this Agreement shall be applied (i) first , to any Fees then due and owing, (ii) second , to interest then due and owing hereunder and (iii)  third , to principal then due and owing hereunder.  Each payment on account of the Commitment Fees or the L/C Fees shall be made pro rata in accordance with the respective amounts due and owing.  Each payment (other than voluntary repayments or prepayments and mandatory prepayments) by the Borrowers on account of principal of and interest on the Loans shall be made pro rata according to the respective amounts due and owing hereunder.  Each voluntary repayment and mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7.  All payments (including prepayments) to be made by the Borrowers on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.17(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified in Section 10.2 in Same Day Funds and (A) in the case of Loans or other amounts denominated in Dollars, shall be made in Dollars not later than 1:00 P.M. on the date when due and (B) in the case of Loans or other amounts denominated in a Foreign Currency, shall be made in such Foreign Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the date when due.  The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received.  If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall 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.  If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

(b)            Allocation of Payments After Exercise of Remedies   Notwithstanding any other provision of this Agreement to the contrary, (i) after the exercise of remedies (other than the application of Default Interest) by the Administrative Agent or the Lenders pursuant to Section 7.2 or (ii) after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the Credit Documents (including, without limitation, the maximum amount of all contingent liabilities under Letters of Credit) shall automatically become due and payable in accordance with the terms of such Section, then all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding and owing by a Credit Party or any Subsidiary under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows (irrespective of whether the following costs, expenses, fees, interest, premiums, scheduled periodic payments or Credit Party Obligations are allowed, permitted or recognized as a claim in any proceeding resulting from the occurrence of a Bankruptcy Event):

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security Documents;

SECOND, to the payment of any fees owed to the Administrative Agent and the Issuing Lender;

THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender;

FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest, and including, with respect to any Secured Hedging Agreement, any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest accrued thereon;

FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including, without limitation, the payment or cash collateralization of the outstanding L/C Obligations, and including with respect to any Secured Hedging Agreement, any breakage, termination or other payments due under such Secured Hedging Agreement and any interest accrued thereon);

SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and

SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category, (b) each of the Lenders and/or Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and L/C Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans, L/C Obligations and obligations payable under all Secured Hedging Agreements) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above and (c) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in

a cash collateral account and applied (i) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (ii) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section.  Notwithstanding the foregoing terms of this Section, (A) only Collateral proceeds and payments under the Guaranty (as opposed to ordinary course principal, interest and fee payments hereunder) shall be applied to obligations under any Secured Hedging Agreement and (B) no Foreign Credit Party shall be required to repay or prepay, or to guarantee, nor shall any amount paid by any Foreign Guarantor be applied to, the Credit Party Obligations of any Domestic Credit Party.

2.12                       Non-Receipt of Funds by the Administrative Agent .

(a)            Funding by Lenders; Presumption by Administrative Agent .  Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of any Extension of Credit that such Lender will not make available to the Administrative Agent such Lender’s share of such Extension of Credit, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with this Agreement and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Extension of Credit available to the Administrative Agent, then the applicable Lender and each of the Borrowers severally agrees to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the Overnight Rate and (ii) in the case of a payment to be made by such Borrower, the interest rate applicable to Alternate Base Rate Loans.  If any Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period.  If such Lender pays its share of the applicable Extension of Credit to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Extension of Credit.  Any payment by any Borrower shall be without prejudice to any claim any Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(b)            Payments by Borrowers; Presumptions by Administrative Agent .  Unless the Administrative Agent shall have received notice from the Company prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be, the amount due.  In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.  Each Lender or Issuing Lender making the payment to the Administrative

A notice of the Administrative Agent to any Lender or the Company with respect to any amount owing under subsections (a) and (b) of this Section shall be conclusive, absent manifest error.

(c)            Failure to Satisfy Conditions Precedent .  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Extension of Credit set forth in Section 4 are not satisfied or waived in accordance with the terms thereof, the Administrative Agent shall promptly return such funds by the next Business Day (in like funds as received from such Lender) to such Lender, without interest.

(d)            Obligations of Lenders Several .  The obligations of the Lenders hereunder to make Revolving Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.5(c) are several and not joint.  The failure of any Lender to make any Loan, to fund any such participation or to make any such payment under Section 10.5(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.5(c).

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

2.13                       Inability to Determine Interest Rate .

Notwithstanding any other provision of this Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Borrowers have requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Company, and the Lenders at least two (2) Business Days prior to the first day of such Interest Period.  Unless the Company shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such LIBOR Rate Loans, any Loans that were requested to be made as LIBOR Rate Loans shall be made as Alternate Base Rate Loans and any Loans that were requested to be converted into or continued as LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans.  Until any such notice has been withdrawn by the

2.14                       Illegality .

(a)           Notwithstanding any other provision of this Agreement, if (i) the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by the relevant Governmental Authority to any Lender shall make it unlawful for such Lender or its LIBOR Lending Office to make or maintain LIBOR Rate Loans as contemplated by this Agreement or to obtain in the interbank eurodollar market through its LIBOR Lending Office the funds with which to make such Loans, or (ii) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for any Lender to make Loans denominated in any Foreign Currency to any Borrower, as contemplated by this Agreement, then such Lender shall be an “ Affected Lender ” and by written notice to the Company and to the Administrative Agent:

(A)                      such Lender may declare that LIBOR Rate Loans (in the affected currency or currencies) will not thereafter (for the duration of such unlawfulness or impossibility) be made by such Lender hereunder, whereupon any request for a LIBOR Rate Loan (in the affected currency or currencies) shall, as to such Lender only (I) if such Loan is not an Loan denominated in a Foreign Currency, be deemed a request for an Alternate Base Rate Loan (unless it should also be illegal for the Affected Lender to provide an Alternate Base Rate Loan, in which case such Loan shall bear interest at a commensurate rate to be agreed upon by the Administrative Agent and the Affected Lender, and so long as no Event of Default shall have occurred and be continuing, the Company), unless such declaration shall be subsequently withdrawn and (II) if such Loan is an Loan denominated in a Foreign Currency, be deemed to have been withdrawn; and

(B)