CREDIT AGREEMENT

CREDIT AGREEMENT , dated as of June 24, 2009, by and among COMTECH TELECOMMUNICATIONS CORP. , a Delaware corporation (the “ Company ”), the LENDERS which from time to time are parties to this Agreement (individually, a “ Lender ” and, collectively, the “ Lenders ”) and CITIBANK, N.A. , a national banking association organized under the laws of the United States of America, as Administrative Agent.

The Company has requested the Lenders to extend credit from time to time and the Lenders are willing to extend such credit to the Company, subject to the terms and conditions hereinafter set forth.

Accordingly, the parties hereto agree as follows:

SECTION 1.01.   Definitions .  As used herein, the following terms shall have the following meanings:

“Acquisition” means the acquisition of (i) a controlling equity interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity interest or upon exercise of an option or warrant for, or conversion of securities into, such equity interest, or (ii) assets of another Person which constitute all or substantially all   of the assets of such Person or of a line or lines of business conducted by such Person.

“Accounting Change” shall have the meaning set forth in Section 7.10 hereof.

“Adjusted Libor Loans” shall mean Loans at such time as they are made and/or being maintained at a rate of interest based upon Reserve Adjusted Libor.

“Administrative Agent” shall mean Citibank, N.A., in its capacity as Administrative Agent for the Lenders under this Agreement or its successor Administrative Agent permitted pursuant to Section 9.08 hereof.

“Affiliate” shall mean with respect to a specified Person, another Person which, directly or indirectly, controls or is controlled by or is under common control with such specified Person.  For the purpose of this definition, “control” of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management or policies of such Person whether through the ownership of voting securities, by contract or otherwise; provided that, in any event, any Person who owns directly or indirectly 10% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or 10% or more of the partnership or other ownership interest of any Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person.

“Aggregate Letters of Credit Outstanding” shall mean, on the date of determination, the sum of (a) the aggregate maximum stated amount at such time which is available or available in the future to be drawn under all outstanding Letters of Credit and (b) the aggregate amount of all payments on account of drawings under Letters of Credit made by the Issuing Lender on behalf of the Lenders under any Letter of Credit that has not been reimbursed by the Company.

“Aggregate Outstandings” shall mean, on the date of determination, the sum of (a) the Aggregate Letters of Credit Outstanding at such time, plus (b) the aggregate outstanding principal amount of all Revolving Credit Loans at such time.

“Agreement” shall mean this Credit Agreement, dated as of June 24, 2009, as it may hereafter be amended, restated, supplemented or otherwise modified from time to time.

“Alternate Base Rate” or “ABR” shall mean the highest of (i) the Prime Rate; (ii) the Federal Funds Effective Rate from time to time plus 0.5%; and (iii) two hundred (200) basis points in excess of the floating rate of interest determined, on a daily basis, by the Administrative Agent in accordance with its customary procedures and utilizing such electronic or other quotation sources as it considers appropriate to be the prevailing rate per annum in effect each banking day at which deposits in Dollars for a one month period, determined by the Administrative Agent in its sole discretion, are offered to the Administrative Agent by first class banks in the London interbank market shortly after 11:00 a.m. (London time) two banking days prior to the date such rate of interest shall be effective and applied to existing and future advances under Alternate Base Rate Loans.

“Alternate Base Rate Loans” shall mean Loans at such times as they are being made and/or maintained at a rate of interest based on the Alternate Base Rate.

“Applicable Margin” shall mean the percentages set forth below opposite the applicable pricing ratio.

Notwithstanding the foregoing, during the period commencing on the Closing Date and ending on the fifth Business Day following the date of delivery of the financial statements to the Administrative Agent for the fiscal quarter ending July 31, 2009, the Applicable Margin shall be the lowest margins set forth above. The Applicable Margin will be set or reset quarterly on the date which is ten Business Days following the date of receipt by the Administrative Agent of the financial statements referred to in Section 6.03(a) or Section 6.03(b) hereof, as applicable, together with a certificate of the Chief Financial Officer of the Company certifying the ratio of Consolidated Indebtedness to Consolidated EBITDA and setting forth the calculation thereof in reasonable detail; provided , however , if any such financial statement and certificate are not received by the Administrative Agent within the time period required pursuant to Section 6.03(a) or Section 6.03(b) hereof, as the case may be, the Applicable Margin will be set or reset, unless the rate of interest specified in Section 3.01(c) hereof is in effect, at a rate determined based on a ratio of Consolidated Indebtedness to Consolidated  EBITDA of greater than [*] from the date such financial statement and certificate were due until the date which is ten Business Days following the receipt by the Administrative Agent of such financial statements and certificate, and provided , further , that the Lenders shall not in any way be deemed to have waived any Default or Event of Default, including, without limitation, an Event of Default resulting from the failure of the Company to comply with Section 7.12 of this Agreement, or any rights or remedies hereunder or under any other Loan Document in connection with the foregoing proviso.  During the occurrence and continuance of an Event of Default, no downward adjustment, and only upward adjustments, shall be made to the Applicable Margin.

“Assignment and Acceptance Agreement” shall mean an Assignment and Acceptance entered into by a Lender and an assignee and accepted by the Administrative Agent, in the form attached hereto as Exhibit D or any other form approved by the Administrative Agent.

“Available Revolving Credit Commitment” shall mean, on the date of determination,  the Total Revolving Credit Commitment, reduced by the then Aggregate Outstandings.

__________________________________

“Borrowing Date” shall mean, with respect to any Loan, the date specified in any notice given pursuant to Section 2.01 on which such Loan is disbursed to the Company.

“Business Day” shall mean (a) any day not a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close, and (b) as it relates to any payment, determination, funding or notice to be made or given in connection with any Adjusted Libor Loan, any day specified in clause (a) on which trading is carried on by and between banks in Dollar deposits in the London interbank eurodollar market.

“Capital Lease” shall mean (i) any lease of property, real or personal, if the then present value of the minimum rental commitment thereunder should, in accordance with Generally Accepted Accounting Principles, be capitalized on the balance sheet of the lessee, and (ii) any other such lease the obligations of which are required to be capitalized on the balance sheet of the lessee.

“Cash Collateral” shall mean a deposit by the Company made in immediately available funds to a cash collateral account at the Administrative Agent and the taking of all action required to provide the Administrative Agent, for the ratable benefit of the Lenders, a first priority perfected security interest in such deposit.

“Change of Control” shall mean any event which results in (i) any Person, or two or more Persons acting in concert, acquiring beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company (or other securities convertible into such securities) representing 50% or more of the combined voting power of all securities of the Company entitled to vote in the election of directors; or (ii) the individuals who, as of the Closing Date, constitute the Board of Directors of the Company, together with those who first become directors subsequent to such date, ceasing for any reason to constitute a majority of the members of the Board of Directors of the Company, provided the recommendation, election or nomination for election to the Board of Directors of such subsequent directors was approved by a vote of at least a majority of the directors then still in office who were either directors as of the Closing Date or whose recommendation, election or nomination for election was previously so approved.

“Chief Financial Officer” shall mean the Chief Financial Officer of the Company or if there is no Chief Financial Officer, such other Executive Officer as is appropriate.

“Closing Date” shall mean June 24, 2009.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Commercial Letter of Credit” shall mean any commercial letter of credit issued for the account of a Person for the purpose of providing the primary payment mechanism in connection with the purchase of materials, goods, or services by such Person.

“Commercial Letter of Credit Commitment” shall mean the obligation of the Issuing Lender to issue Commercial Letters of Credit on the terms herein described in an aggregate amount up to $10,000,000.

“Commitments” shall mean, collectively, the Revolving Credit Commitment, the Standby Letter of Credit Commitment and the Commercial Letter of Credit Commitment.

“Commitment Proportion” shall mean, with respect to each Lender at the time of determination, the ratio, expressed as a percentage, which such Lender’s Commitments bear to the Total Commitment or, if the Commitments have expired or have been terminated, the ratio, expressed as a percentage, which (a) the sum of aggregate Loans advanced by such Lender, plus such Lender’s pro rata share of the Aggregate Letters of Credit Outstanding to (b) the Aggregate Outstandings at such time; provided that in the case of Section 2.20 when a Defaulting Lender shall exist, “Commitment Proportion” shall mean the percentage of the Total Commitments (disregarding the Defaulting Lender’s Commitment) represented by such Lender’s Commitments.

“Company” shall have the meaning set forth in the preamble hereto.

“Consolidated” shall mean, as applied to any financial or accounting term, such term determined on a consolidated basis in accordance with Generally Accepted Accounting Principles for the Company and its Subsidiaries.

“Consolidated EBITDA” shall mean, on any date of determination, Consolidated Net Income (whether income or loss) for such period, plus the sum, without duplication, of (a) Consolidated Interest Expense, (b) depreciation and amortization expenses or charges and other non-cash charges and expenses (including non-cash compensatory expenses related to restricted stock, stock-option grants and stock appreciation rights), and (c) all income taxes to any government or governmental instrumentality expensed on the Company’s and any Subsidiary’s books (whether paid or accrued), minus all extraordinary gains, in each case, determined on a Consolidated basis for the Company and its Subsidiaries in accordance with Generally Accepted Accounting Principles applied on a consistent basis.  All of the foregoing categories shall be calculated (without duplication) over the four fiscal quarters ending on or most recently ended prior to the date of determination thereof.

“Consolidated Funded Debt” shall mean the sum of all Indebtedness of the Company and its Subsidiaries having an original maturity of one year or more, including all Subordinated Debt, as determined on a Consolidated basis, in accordance with Generally Accepted Accounting Principles applied on a consistent basis.

“Consolidated Interest Expense” shall mean the Consolidated interest expense of the Company and its Subsidiaries, determined in accordance with Generally Accepted Accounting Principles, applied on a consistent basis.

“Consolidated Net Income” shall mean, for any period, the net income (or net loss) of the Company and its Subsidiaries on a Consolidated basis for such period determined in accordance with Generally Accepted Accounting Principles, applied on a consistent basis.

“Consolidated Total Indebtedness” shall mean the Indebtedness of the Company and its Subsidiaries on a Consolidated basis.

“Consolidated Unfunded Capital Expenditures” shall mean for the Company and its Subsidiaries on a Consolidated basis, capital expenditures which are not financed with the proceeds of any Indebtedness.

“Convertible Notes” shall mean $200,000,000 of the Company’s 3% Convertible Senior Notes, due 2029.

“Default” shall mean any condition or event which upon notice, lapse of time or both would constitute an Event of Default.

“Default Excess” shall mean with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s pro rata share of the aggregate outstanding principal amount of Loans of all Lenders (calculated as if all Defaulting Lenders (including such Defaulting Lender) had funded its pro rata share of Loans) over the aggregate outstanding principal amount of all Loans of such Defaulting Lender.

“Defaulting Lender” shall mean any Lender, as determined by the Administrative Agent, that has (a) failed to fund any portion of its Revolving Credit Loans or participations in Letters of Credit  within three Business Days of the date required to be funded by it hereunder, (b) notified the Company, the Administrative Agent, the Issuing Bank or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (c) failed, within three Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Revolving Credit Loans and participations in then outstanding Letters of Credit, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval or of acquiescence in any such proceeding or appointment or

has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

“Default Period” shall mean with respect to any Defaulting Lender, the period commencing on the date of the applicable Lender Default and ending on the earliest of the following dates:  (i) the date on which all Commitments are cancelled or terminated and/or the Obligations are declared or become immediately due and payable, (ii) the date on which (a) the Default Excess with respect to such Defaulting Lender shall have been reduced to zero and (b) such Defaulting Lender shall have delivered to the Company and the Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Commitments and (iii) the date on which the Company, the Administrative Agent and the Required Lenders waive all Lender Defaults of such Defaulting Lender in writing.

“Dollar” and the symbol “$” shall mean lawful currency of the United States of America.

“Domestic Subsidiary” shall mean any Subsidiary of the Company or any Guarantor organized under the laws of any state of the United States of America or the District of Columbia.

“Eligible Investments” shall mean (a) direct obligations of the United States of America or any government agency thereof, including bank issued securities guaranteed by the Federal Deposit Insurance Corporation under the terms of the Temporary Liquidity Guarantee Facility, provided that such obligations mature within [*] of the date of acquisition thereof, and that the weighted average maturity of such securities does not exceed [*] from the date of acquisition thereof; or (b) U.S. Dollar denominated certificates of deposit issued by any bank organized and existing under the laws of the United States or any state thereof and having aggregate capital and surplus in excess of [*], provided that such obligations mature within [*] of the date of acquisition thereof, and that the weighted average maturity of such securities does not exceed [*] from the date of acquisition thereof; or (c) money market mutual funds having assets in excess of [*]; or (d) commercial paper, bonds or debentures issued by any Lender or any corporation organized and existing under the laws of the United States or any state thereof and having short term ratings no lower than either P-1 from Moody’s Investors Service, Inc. or A-1 from Standard & Poor’s Ratings Group, or long term ratings no lower than either Aa3 from Moody’s Investors Service, Inc. or AA- from Standard & Poor’s Ratings Group, provided that such obligations mature within [ * ] of the date of acquisition thereof, and that the weighted average maturity of such securities does not exceed one year from the date of acquisition thereof; or (e) securities issued by any State or political subdivision of the United States, having long term ratings no lower than either Aa3 from Moody’s Investors Service, Inc. or AA- from Standard & Poor’s Ratings Group, provided that such obligations mature within [*] of the date of acquisition

“Environmental Law” shall mean any applicable law, ordinance, rule, regulation, or policy having the force of law of any Governmental Authority relating to pollution or protection of the environment or to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901, et seq.) and the rules and regulations promulgated pursuant thereto.

“Equity Securities” shall mean equity securities of the Company, including any securities convertible into equity securities of the Company.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) which together with the Company or any Affiliate would be deemed to be a member of the same “controlled group” within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“Eurocurrency Reserve Requirement” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate (without duplication) of the rates (expressed as a decimal) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves, under any regulations of the Board of Governors of the Federal Reserve System or any other Governmental Authority having jurisdiction with respect thereto) as from time to time in effect, dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “eurocurrency liabilities” in Regulation D) maintained by any Lender.  For purposes hereof each Adjusted Libor Loan shall be deemed to constitute a “eurocurrency liability” as defined in Regulation D, and subject to the reserve requirements of Regulation D, without benefit of credit or proration, exemptions or offsets which might otherwise be available to any Lender from time to time under Regulation D.

“Event of Default” shall have the meaning set forth in Article VIII.

“Executive Officer” shall mean any of the Chief Executive Officer, the President, or the Chief Financial Officer of the Company and their respective successors, if any, designated by the Board of Directors of the Company.

“Existing Letters of Credit” shall mean those certain Letters of Credit described on Schedule V hereto.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal fund 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 for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three Federal fund brokers of recognized standing selected by the Administrative Agent.

“Fixed Charge Coverage Ratio” shall mean ratio of (A) Consolidated EBITDA minus Consolidated Unfunded Capital Expenditures to (B)(i) all payments of principal on Consolidated Funded Debt except for any Indebtedness that is paid in connection with a Permitted Acquisition provided that such Indebtedness is paid prior to or simultaneously with such Permitted Acquisition plus (ii) cash interest paid on a Consolidated basis plus (iii) cash taxes paid on a Consolidated basis plus (iv) the aggregate of cash dividends paid plus (v) consideration paid by the Company to repurchase Equity Securities in excess of $50,000,000 during the term of this Agreement.  All of the foregoing categories shall be calculated (without duplication) over the four fiscal quarters ended on or most recently ended prior to the date of determination thereof.

“Foreign Lender” shall have the meaning set forth in Section 3.09 hereof.

“Generally Accepted Accounting Principles” or “GAAP” shall mean those generally accepted accounting principles in the United States of America, as in effect from time to time.

“Governmental Authority” shall mean any nation or government, any state, province, city or municipal entity or other political subdivision thereof, and any governmental, executive, legislative, judicial, administrative or regulatory agency, department, authority, instrumentality, commission, board or similar body, whether federal, state, provincial, territorial, local or foreign.

“Guarantors” shall mean, collectively, each Domestic Subsidiary of the Company, including, but not limited to, Comtech Antenna Systems, Inc., Comtech Systems, Inc., Comtech EFData Corp., Comtech PST Corp., Comtech Mobile Datacom Corporation, Comtech AHA Corp., Comtech Xicom Technology, Inc., Comtech Tiernan Video Inc., Comtech AeroAstro, Inc., ARMER Communications Engineering Services, Inc., Comtech Communications Corp., Comtech Systems International, Inc., Comtech Tolt Technologies, Inc. and Tiernan Radyne Comstream, Inc. and each other Domestic Subsidiary of the Company and each Guarantor who, from time to time hereafter, is required to execute a joinder to the Guaranty in accordance with

“Guaranty” shall mean the Guaranty in the form attached hereto as Exhibit C to be executed and delivered by each Guarantor on the Closing Date and thereafter by any Domestic Subsidiary of the Company and any Guarantor required to deliver a Guaranty pursuant to Section 6.12 hereof, as the same may hereafter be amended, restated, supplemented or otherwise modified from time to time.

“Hazardous Materials” shall mean any explosives, radioactive materials, or other materials, wastes, substances, or chemicals regulated as toxic hazardous or as a pollutant, contaminant or waste under any applicable Environmental Law.

“Hedging Agreement” shall mean any interest rate swap, collar, cap, floor or forward rate agreement or other agreement regarding the hedging of interest rate risk exposure executed in connection with hedging the interest rate exposure of the Company and any confirming letter executed pursuant to such agreement, all as amended, supplemented, restated or otherwise modified from time to time.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

“Increase Date” shall have the meaning set forth in Section 2.04 hereof.

“Indebtedness” shall mean, without duplication, as to any Person or Persons (a) indebtedness for borrowed money including, without limitations, indebtedness arising hereunder and indebtedness evidenced by the Convertible Notes; (b) indebtedness for the deferred purchase price of property or services; (c) indebtedness evidenced by bonds, debentures, notes or other similar instruments; (d) obligations and liabilities secured by a Lien upon property owned by such Person, whether or not owing by such Person and even though such Person has not assumed or become liable for the payment thereof; (e) obligations and liabilities of the types described in clauses (a) through (d) above, directly or indirectly, guaranteed by such Person; (f) obligations or liabilities created or arising under any conditional sales contract or other title retention agreement with respect to property used and/or acquired by such Person; (g) the capitalized portion of obligations of such Person as lessee under Capital Leases; (h) net liabilities of such Person under Hedging Agreements and foreign currency exchange agreements, as calculated in accordance with accepted practice; (i) all obligations of such Person in respect of Letters of Credit and (j) all obligations, contingent or otherwise of such Person as an account party or applicant in respect of letters of credit created for the account of such Person.

“Indenture” shall mean the Indenture, dated as of May 8, 2009 between the Company and The Bank of New York Mellon, as Trustee for the holders of the Convertible Notes.

“Interest Payment Date” shall mean (a) as to any Adjusted Libor Loan the first day of each calendar month, commencing July 1, 2009, and the last day of the Interest Period applicable thereto; (b) as to any Alternate Base Rate Loan, the first day of each calendar month commencing July 1, 2009; and (c) as to any Loan, on the date such Loan is paid in full or in part.

“Interest Period” shall mean with respect to any Adjusted Libor Loan:

(a)           initially, the period commencing on the date such Adjusted Libor Loan is made and ending one, two or three months thereafter, as selected by the Company in its notice of borrowing or in its notice of conversion from Alternate Base Rate Loan in each case, in accordance with the terms of Articles II and III hereof; and

(b)           thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Adjusted Libor Loan and ending one, two or three months thereafter, as selected by the Company by irrevocable written notice to the Administrative Agent not later than 11:00 a.m. New York, New York time three Business Days prior to the last day of the then current Interest Period with respect to such Adjusted Libor Loan and the Administrative Agent shall promptly notify each of the Lenders of such notice; provided , however , that all of the foregoing provisions relating to Interest Periods are subject to the following:

(i)           if any Interest Period would otherwise end on a day which 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)          if the Company shall fail to give notice as provided in clause (b) above, the Company shall be deemed to have requested conversion of the affected Adjusted Libor Loan to an Alternate Base Rate Loan on the last day of the then current Interest Period with respect thereto;

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

(iv)         no more than three (3) Interest Periods for each of the Revolving Credit Loans may exist at any one time; and

(v)          the Company shall select Interest Periods so as not to require a payment or prepayment of any Adjusted Libor Loan during an Interest Period for such Adjusted Libor Loan.

“Issuing Lender” shall mean the Administrative Agent, in its capacity as the issuer of Letters of Credit hereunder or its successor Issuing Lender permitted pursuant to Section 2.03(e) hereof.

“LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Company at such time.  The LC Exposure of any Lender at any time shall be its Commitment Proportion of the total LC Exposure at such time.

“Lender Default” shall mean any of the events or circumstances identified in clauses (a) through (e) of the definition of “Defaulting Lender”.

“Lenders” shall have the meaning set forth in the preamble hereto.

“Lending Office” shall mean, for each Lender, the office specified under such Lender’s name on the signature pages hereof with respect to each Type of Loan, or such other office as such Lender may designate in writing from time to time to the Company and the Administrative Agent with respect to such Type of Loan.

“Letter of Credit” shall mean any Commercial Letter of Credit or Standby Letter of Credit issued by the Issuing Lender for the account of a Letter of Credit Party, or any of them, pursuant to the terms of this Agreement.

“Letter of Credit Party” shall mean the Company or any Guarantor.

“Lien” shall mean any mortgage, pledge, security interest, hypothecation, assignment, deposit arrangement, encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title   retention agreement, any Capital Lease and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan Documents” shall mean, collectively, this Agreement, the Notes, the Guaranties,   the Pledge Agreements, the Hedging Agreements and each other agreement executed in connection with the transactions contemplated hereby or thereby, as each of the same may hereafter be amended, restated, supplemented or otherwise modified from time to time.

“Loans” shall mean, collectively, the Revolving Credit Loans.

“Material Adverse Effect” shall mean a material adverse effect upon (a) the business, operations, property or condition (financial or otherwise) of the Company or any Guarantor, or (b) the ability of the Company or any Guarantor to perform in any material respect any material obligations under any Loan Document to which it is a party.

“Material Non-Domestic Subsidiary” shall mean any Non-Domestic Subsidiary which has total assets in excess of $1,000,000.

“Non-Defaulting Lender” shall have the meaning set forth in Section 3.13 hereof.

“Non-Domestic Subsidiary” shall mean any Subsidiary of the Company or any Guarantor which is not a Domestic Subsidiary.

“Non-Excluded Taxes” shall have the meaning set forth in Section 3.09 hereof.

“Notes” shall mean, collectively, the Revolving Credit Notes.

“Obligations” shall mean all obligations, liabilities and indebtedness of the Company and the Guarantors to the Lenders, the Issuing Lender and the Administrative Agent, whether now existing or hereafter created, absolute or contingent, direct or indirect, due or not, whether created directly or acquired by assignment or otherwise, including, without limitation, all obligations, liabilities and indebtedness of the Company and the Guarantors arising under this Agreement, the Notes or any other Loan Document including, without limitation, all obligations, liabilities and indebtedness of the Company with respect to the principal of and interest on the Loans, reimbursement of Letters of Credit, obligations under any Hedging Agreement, and all fees, costs, expenses and indemnity obligations of the Company and the Guarantors hereunder or under any other Loan Document (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, and interest that, but for the filing of  petition in bankruptcy with respect to the Company or any Guarantor, would accrue on such obligations, whether or not a claim is allowed against the Company or such Guarantor for such interest in the related bankruptcy proceeding.

“Participant” shall have the meaning set forth in Section 10.05 hereof.

“Payment Office” shall mean the Administrative Agent’s office located at 730 Veterans Memorial Highway, Hauppauge, New York 11788, or such other office hereinafter designated by the Administrative Agent as its Payment Office.

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

“Permitted Acquisition” shall mean (x) any acquisition (whether by merger or otherwise) (including, for the avoidance of doubt, any acquisition effected by a merger, consolidation or share exchange pursuant to which the Company is party but is not the continuing or surviving Person (hereinafter referred to as a “ Permitted Reverse Acquisition ”) so long as (i) the holders of all classes of common equity of the Company immediately prior to any such acquisition own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving Person (or the parent thereof) immediately after such acquisition is consummated (for purposes of making this determination any options, convertible securities or other instruments of the surviving entity which are convertible into common equity of the surviving Person shall be deemed to have been so converted), (ii) the Company executes and causes the surviving Person to execute any and all such documentation related to the Loan Documents as are reasonably requested by the Administrative Agent to confirm the continued validity of the Loan Documents and Liens in favor of the Administrative Agent and the Lenders (including, but not limited to, delivery of a legal opinion confirming that the Loan Documents are valid and binding obligations of any Person which is the surviving Person of a Permitted Reverse Acquisition), (iii) agrees to reimburse the Administrative Agent for its reasonable out of pocket costs and expenses incurred in connection with the Permitted Reverse Acquisition, (iv) the Permitted Reverse Acquisition does not result in a Change of Control, (v) the individuals who, immediately prior to the consummation of the Permitted Reverse Acquisition, constitute a majority of the Board of Directors of the Company, shall continue to constitute a majority of the Board of Directors after giving effect to the consummation of the Permitted Reverse Acquisition and (vi) the continuing or surviving Person is organized in the state of Delaware by the Company or any Guarantor of 50% or more of the outstanding capital stock, membership interests, partnership interests or other similar ownership interests of a Person which is engaged in a line of business similar to the business (or reasonable extensions thereof or incidental thereto) of the Company or such Guarantor, whether by merger or otherwise, or (y) the purchase of all or substantially all of the assets owned by a Person or the purchase of a division, business unit or product line of a Person; provided in each case of (x) and (y), (a) the Lenders shall have received, simultaneously with the closing of such Permitted Acquisition, those documents required to be delivered pursuant to Section 6.12 hereof; (b) the Lenders shall have received evidence reasonably satisfactory to them that the shares or other interests in the Person, or the assets of the Person, which is the subject of the Permitted Acquisition are, or will promptly following the closing of such Permitted Acquisition be, free and clear of all Liens, except Permitted Liens, including, without limitation, with respect to the acquisition of shares or other equity interests, free of any restrictions on transfer other than restrictions applicable to the sale of securities under federal and state securities laws and regulations generally; (c) the Lenders shall have received not less than five (5) Business Days preceding the closing of such Permitted Acquisition, the material documentation governing the proposed acquisition, including, without limitation, the purchase agreement with respect thereto and the documentation evidencing and governing the terms of any Subordinated Indebtedness permitted pursuant to Section 7.01(i) which is incurred in connection therewith, together with such other additional documentation or information with respect to the proposed acquisition as the Lenders may reasonably require; (d) no Default or Event of Default shall have occurred and be continuing immediately prior to or would occur after giving effect to the acquisition on a pro forma basis and, prior to the closing of any such acquisition, the Lenders shall have received projections and pro forma financial statements showing that no Default or Event of Default is reasonably likely to occur after giving effect to and as a result of such acquisition; (e) the acquisition has either (i) been approved by the Board of Directors or other governing body of the Person which is the subject of the acquisition or (ii)

been recommended for approval by the Board of Directors or other governing body of such Person to the shareholders or other members of such Person and subsequently approved by the shareholders or such members if shareholder or such member approval is required under applicable law or the by-laws, certificate of incorporation or other governing instruments of such Person; (f) prior to the closing of any such acquisition, the Company shall have delivered evidence to the Lenders that, on a pro forma basis, (i) the Company will be in compliance with the financial condition covenants of Section 7.12 hereof upon completion of such acquisition;   and (g) the Lenders shall have received at least three (3) years of historical financial statements of such Person, division, business unit or product line (or, if such Person, division, business unit or product line has been in business or existence, as applicable, for less than three (3) years, financial statements for such lesser number of years, or, if no such historical financial statements exist or are available all written information as has been provided to the Company in connection with such acquisition) and a set of projections setting forth in reasonable detail (with those stated assumptions set forth below) the pro forma effect of such acquisition and demonstrating the Company’s ability to comply with all covenants set forth in this Agreement for the four (4) fiscal quarters following the acquisition; (h) not more than [*] Permitted Acquisitions may be consummated during any rolling twelve month period during the term of this Agreement and not more than [*] acquisitions may be consummated prior to the Revolving Credit Commitment Termination Date.  For purposes of determining how many Permitted Acquisitions have been consummated only, Permitted Acquisitions involving an aggregate purchase price (i.e., the sum of (a) cash consideration paid, (b) the aggregate amount of Indebtedness assumed by the Company or any of its Subsidiaries in connection with such acquisition and (c) the maximum amount of any cash “earn-out” to be paid by the Company or its Subsidiaries in connection therewith) of less than [*] shall not be included.  The projections to be delivered hereunder with respect to any Permitted Acquisition shall include and specify the assumptions used to prepare such projections regarding growth of sales, margins on sales and cost savings resulting from such acquisition.

“Permitted Liens” shall mean the Liens specified in clauses (a) through (t) of Section 7.02 hereof.

“Person” shall mean any natural person, corporation, limited liability company, limited liability partnership, business trust, joint venture, association, company, partnership, unincorporated trade or business enterprise or Governmental Authority.

“Plan” shall mean any multi-employer or single-employer plan defined in Section 4001 of ERISA, which covers, or at any time during the five calendar years preceding the date of this Agreement covered, employees of the Company, any Guarantor or an ERISA Affiliate on account of such employees’ employment by the Company, any Guarantor or an ERISA Affiliate.

“Pledge Agreement” shall mean (a) with respect to the Company, the Pledge Agreement substantially in the form attached hereto as Exhibit B-1, (b) with respect to each Guarantor, as applicable, the Pledge Agreement substantially in the form attached hereto as Exhibit B-2, each to be executed and delivered on the Closing Date pursuant to Section 5.01 hereof and, thereafter, by any Guarantor which is the direct holder of capital stock of any Non-Domestic Subsidiary of the Company or any Guarantor who is required to execute the same pursuant to Section 6.12 hereof, as each of the same may hereafter be amended, restated, supplemented or otherwise modified from time to time.

“Prime Rate” shall mean the rate per annum announced by the Administrative Agent from time to time as its prime rate in effect at its principal office, each change in the Prime Rate shall be effective on the date such change is announced to become effective.  The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate of interest being charged by the Administrative Agent to any customer.

“Purchasing Lender” shall have the meaning set forth in Section 10.05(c) hereof.

“Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System as the same may be amended or supplemented from time to time.

“Reportable Event” shall mean an event described in Section 4043(c) of ERISA with respect to a Plan subject to Title IV of ERISA as to which the 30 day notice requirement has not been waived by the PBGC.

“Required Lenders” shall mean Lenders owed fifty-one percent (51%) of the aggregate unpaid principal amount of the Aggregate Outstandings, or if there are no Aggregate Outstandings, Lenders having fifty-one percent (51%) of the Total Commitments.  Notwithstanding the foregoing, if at any time, there are two or fewer Lenders party to this Agreement, the term “Required Lenders” shall mean all Lenders.

“Reserve Adjusted Libor” shall mean, with respect to the Interest Period pertaining to an Adjusted Libor Loan, a rate per annum equal to the product (rounded upwards to the next higher 1/16 of one percent) of (a) the rate per annum as determined on the basis of the offered rates for deposits in U.S. Dollars, for a period of time comparable to such Adjusted Libor Loan which appears on Telerate Page 3750 as of 11:00 a.m. London time on the day that is two Business Days preceding the first day of the Interest Period of such Adjusted Libor Loan, multiplied by (b) the Eurocurrency Reserve Requirement.

If the rate described in clause (a) above does not appear on the Telerate system on any applicable interest determination date, then the rate described in clause (a) shall be determined by reference to the rate for deposits in Dollars of an amount equal to the amount of the proposed Adjusted Loan for a period substantially equal to the Interest Period on the Reuters Page “LIBO” (or such other page as may replace the LIBO Page on that service for the purpose of displaying

If both the Telerate and Reuters system are unavailable, then the rate described in clause (a) for that date will be determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such applicable Interest Period which are offered by four major banks selected by the Administrative Agent in the London interbank market at approximately 11:00 a.m. (London time) on the day that is three Business Days preceding the first day of such Interest Period.  The principal London office of each of the four major banks will be requested to provide a quotation of its Dollar deposit offered rate.  If at least two such quotations are provided, the rate described in clause (a) for that date will be the arithmetic mean of the quotations.  If fewer than two quotations are provided as requested, the rate described in clause (a) for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York, New York at approximately 11:00 a.m. (New York, New York time) on the day that is three Business Days preceding the first day of such Interest Period.  In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed that Reserve Adjusted Libor pursuant to an Adjusted Libor Loan cannot be determined.

“Revolver Increase” shall have the meaning set forth in Section 2.04 hereof.

“Revolving Credit Commitment” shall mean, with respect to each Lender, the obligation of such Lender to make Revolving Credit Loans to the Company and to acquire participations in Letters of Credit issued hereunder, in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on the signature pages hereof under the caption Revolving Credit Commitment, as such amounts may be adjusted in accordance with the terms of this Agreement.

“Revolving Credit Commitment Period” shall mean the period from and including the Closing Date to, but not including, the Revolving Credit Commitment Termination Date or such earlier date as the Revolving Credit Commitment to extend Revolving Credit Loans shall terminate as provided herein.

“Revolving Credit Commitment Termination Date” shall mean June 24, 2012; provided , however , that the Revolving Credit Commitment Termination Date shall be extended to June 24, 2014 at the request of the Company and the approval of the Administrative Agent and all the Lenders (it being acknowledged and agreed that neither the Administrative Agent nor any Lender has agreed to approve any such extension and shall approve or disapprove any such request in its sole and absolute discretion based upon, among other things, its own analysis of the business, operations and financial condition of the Company and then prevailing market conditions).

“Revolving Credit Loans” shall have the meaning set forth in Section 2.01(a) hereof.

“Revolving Credit Notes” shall have the meaning set forth in Section 2.02 hereof.

“Sale and Leaseback Transaction” shall have the meaning set forth in Section 7.08 hereof.

“Section 2.04 New Lender” shall have the meaning set forth in Section 2.04 hereof.

“Segment Level Basis” shall mean, with respect to consolidating statements of cash flows delivered by the Company pursuant to Sections 6.03(a) and (b) hereof, cash flow statements prepared on a pro forma basis, consistent with the methodology currently used by the Company to prepare consolidating statements of cash flows, which presentation may not be in conformity with GAAP.

“Solvent” shall mean with respect to any Person as of the date of determination thereof that (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required on its debts as such debts become absolute and matured in accordance with their terms (including, without limitation, terms related to default or acceleration), (c) such Person will not have as of such date, an unreasonably small amount of capital with which to conduct its business and (d) such Person will be able to pay its debts as they mature in each case after giving effect to any right of indemnification and contribution of such Person from or to any Affiliate.

“Standby LC Disbursement” shall mean a payment made by the Issuing Lender pursuant to a Standby Letter of Credit.

“Standby LC Exposure” shall mean, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Standby Letters of Credit at such time, plus (b) the aggregate amount of all Standby LC Disbursements that have not yet been reimbursed by or on behalf of the Company at such time.

“Standby Letter of Credit” shall mean any letter of credit issued to support an obligation of a Person and which may be drawn on only upon the failure of such Person to perform such obligation or other contingency.

“Standby Letter of Credit Commitment” shall mean the obligation of the Issuing Lender to issue Standby Letters of Credit on the terms herein described in an aggregate amount up to $25,000,000.

“Subordinated Indebtedness” or “Subordinated Debt” means Indebtedness of the Borrower, any Guarantor or any other Person that will become a Guarantor pursuant to a Permitted Acquisition or a Permitted Reverse Acquisition, that is subordinated in right of payment and performance to the Revolving Credit Notes.

“Subsidiaries” shall mean with respect to any Person any corporation, association or other business entity 50% or more of the voting stock or other ownership interests (including, without limitation, membership interests in a limited liability company) of which is, at the time, owned or controlled, directly or indirectly, by such Person or one or more of its Subsidiaries or a combination thereof.

“Telerate Page 3750” shall mean the display designated as “Page 3750” on the Associated Press-Dow Jones Telerate Service (or such other page as may replace Page 3750 on the Associated Press-Dow Jones Telerate Service or such other service as may be nominated by the British Bankers’ Association as the information vendor for the purpose of displaying British Bankers’ Association interest settlement rates for Dollar deposits).  Each Reserve Adjusted Libor rate based on the rate displayed on Telerate Page 3750 shall be subject to corrections, if any, made in such rate and displayed by the Associated Press-Dow Jones Telerate Service within one hour of the time when such rate is first displayed by such service.

“Total Commitment” shall mean, at any time, the aggregate of the Commitments in effect at such time which, initially, shall be $100,000,000.

“Total Revolving Credit Commitment” shall mean, at any time, the aggregate of the Revolving Credit Commitments in effect at such time, which, initially shall be $100,000,000.

“Type” shall mean as to any Loan its status as an Alternate Base Rate Loan or an Adjusted Libor Loan.

“UCP” shall mean the International Chamber of Commerce Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500 or any successor publication thereof.

“Unfunded Current Liability” of any Plan subject to Title IV of ERISA or Section 412 of the Code shall mean the amount, if any, by which the present value of the accrued benefits under the Plan as of the close of its most recent plan year exceeds the fair market value of the assets allocable thereto, determined in accordance with Section 412 of the Code.

“Unused Fee Rate” shall be the rate specified under the heading “Unused Fee Rate” in the definition of Applicable Margin.

SECTION 2.01.   Revolving Credit Loans .

SECTION 2.03.   Letters of Credit .

aggregate amount not to exceed the Commercial Letter of Credit Commitment and (ii) Standby Letters of Credit, in an aggregate amount not to exceed the Standby Letter of Credit Commitment.  Notwithstanding the foregoing, no Letter of Credit shall be issued if, after giving effect to the same, the Aggregate Outstandings would exceed the Total Revolving Credit Commitment.  The Company agrees that it shall be jointly and severally obligated with any other Letter of Credit Party for all Letters of Credit issued by the Issuing Lender hereunder regardless of whether the Company is the named account party for such Letter of Credit.  Notwithstanding anything contained herein to the contrary, the Issuing Lender shall be under no obligation to issue a Letter of Credit, if any order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin, restrict or restrain the Issuing Lender  in any respect relating to the issuance of such Letter of Credit or a similar letter of credit, or any law, rule, regulation, policy, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit or direct the Issuing Lender in any respect relating to the issuance of such Letter of Credit or similar letter of credit, or shall impose upon the Issuing Lender with respect to any Letter of Credit any restrictions, any reserve or capital requirement or any loss, cost or expense not reimbursed by the Company and/or the applicable Letter of Credit Party to the Issuing Lender.  Each request for issuance of a Letter of Credit shall be in writing and shall be received by the Issuing Lender by no later than 12:00 noon, New York, New York time, on the day which is at least two Business Days prior to the proposed date of issuance.  Such issuance shall occur by no later than 5:00 p.m. on the proposed date of issuance or creation (assuming proper prior notice as aforesaid).  Subject to the terms and conditions contained herein, the expiry date, the type of Letter of Credit ( i.e. , Commercial Letter of Credit or Standby Letter of Credit) and the amount and beneficiary of the Letters of Credit will be as designated by the applicable Letter of Credit Party.  The Issuing Lender shall notify the Administrative Agent and the Lenders quarterly of the amounts of all Letters of Credit issued hereunder and of any extension, reduction, termination or amendment of any Letter of Credit.  Each Letter of Credit issued by the Issuing Lender hereunder shall identify: (i) the dates of issuance and expiry of such Letter of Credit, (ii) the amount of such Letter of Credit (which shall be a sum certain), (iii) the beneficiary of such Letter of Credit, and (iv) the drafts and other documents necessary to be presented to the Issuing Lender upon drawing thereunder.  The Company and each Letter of Credit Party agree to execute and deliver to the Issuing Lender such further documents and instruments in connection with any Letter of Credit issued hereunder (including without limitation, applications therefor) as the Issuing Lender in accordance with its customary practices may reasonably request.  Each Commercial Letter of Credit shall expire at or prior to the close of business on the earlier of the date one year after the date of the issuance of such Commercial Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension).  Each Standby Letter of Credit shall expire not later than the close of business on the date four years after the date of issuance of such Standby Letter of Credit.  Notwithstanding the foregoing, provided that if the Letter of Credit Party so requests in any Letter of Credit application, the Issuing Lender may, in its sole and absolute discretion, agree to issue a Standby Letter of Credit that has an automatic extension provision which may permit such Standby Letter of Credit to be extended at Issuing Lender’s option for up to one additional year at a time and/or expire after the Commitment Termination Date.  If this Agreement shall terminate, whether upon the Commitment Termination Date or by reason of the occurrence and continuance of an Event of Default or otherwise, the Company shall deposit in an account with the Administrative Agent an amount in cash equal to the Aggregate Letters of Credit Outstanding as of such date plus any accrued and unpaid interest thereon.  Such deposit shall be held by the Administrative Agent as collateral for the payment and performance

of the obligations of the Company under this Agreement.  The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts.

(c)   Letter of Credit Obligations Absolute.

23

subject to (ii) below.  Without limiting the generality of the foregoing, the obligation of the Company and of the relevant Letter of Credit Party to reimburse the Issuing Lender in respect of drawings under Letters of Credit for which the Issuing Lender has received documents in accordance with the terms hereof shall not be subject to any defense based on the non-application or misapplication by the beneficiary of the proceeds of any such drawing or the legality, validity, regularity or enforceability of the Letters of Credit or any related document, even though such document shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Company and/or the relevant Letter of Credit Party, the beneficiary of any Letter of Credit, or any financial institution or other party to which any Letter of Credit may be transferred.  The Issuing Lender may accept or pay any draft presented to it under any Letter of Credit regardless of when drawn or made and whether or not negotiated, if such draft, accompanying certificate or documents and any transmittal advice are presented or negotiated on or before the expiry date of such Letter of Credit or any renewal or extension thereof then in effect, and is in substantial compliance with the terms and conditions of such Letter of Credit.  Furthermore, neither the Issuing Lender nor any of its correspondents nor any Lender shall be responsible, as to any document presented under a Letter of Credit which appears to be regular on its face, and appears on its face to be in substantial compliance with the terms of the Letter of Credit, for the validity or sufficiency of any signature or endorsement, for delay in giving any notice or failure of any instrument to bear adequate reference to the Letter of Credit, or for failure of any Person to note the amount of any draft on the reverse of the Letter of Credit.  The Issuing Lender shall have the right, in its sole discretion, to decline to accept any documents and to decline to making payment under any Letter of Credit if the documents presented are not in strict compliance with the terms of such Letter of Credit.

24

affected in any way by any circumstances (other than the gross negligence or willful misconduct of the Issuing Lender) occurring before or after the making of any payment by the Issuing Lender pursuant to any Letter of Credit, including, without limitation: (i) any modification or amendment of, or any consent, waiver, release or forbearance with respect to, any of the terms of this Agreement or any other instrument or document referred to herein; (ii) the existence of any Default or Event of Default; or (iii) any change of any kind whatsoever in the financial position or creditworthiness of the Company.

25

Default shall have occurred and be continuing as of the date of such request or as of the effective date of the Revolver Increase (the “ Increase Date ”) or shall occur as a result thereof, (y) any Section 2.04 New Lender that becomes party to this Agreement pursuant to this Section 2.04 shall satisfy the requirements of Section 10.05 hereof and shall be reasonably acceptable to the Administrative Agent and consented to by the Company and each then existing Non-Defaulting Lender hereunder and (z) the other conditions set forth in this Section 2.04 are satisfied.

26

Commitments and Commitment Proportion of the Lenders as a result of the Revolver Increase and (ii) notify the Lenders, any Section 2.04 New Lenders participating in the Revolver Increase and the Company, on or before noon (New York time), by telecopier or e-mail, of the occurrence of the Revolver Increase to be effected on the Increase Date.

Loans by giving the Administrative Agent irrevocable written notice of such election not later than 11:00 a.m. New York, New York time, three Business Days prior to the date of the proposed conversion.  Upon receipt of such notice the Administrative Agent shall promptly notify the Administrative Agent and each Lender thereof.  All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that each conversion shall be in the principal amount of 1,000,000 or whole multiples of $100,000 in excess thereof, and further provided that no Default or Event of Default shall have occurred and be continuing.  Any conversion to or from Adjusted Libor Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Adjusted Libor Loans having the same Interest Period shall not be less than $1,000,000.

option be applied to the outstanding amount of the Loans made hereunder or be refunded to the Company.

29

__________________________________

Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been submitted to the Securities and Exchange Commission.

30

31

interest, fees or any other amount payable hereunder (other than any tax that is measured with respect to the overall net income of such Lender or the Issuing Lender or Lending Office of such Lender or the Issuing Lender and that is imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, or by any jurisdiction in which such Lender’s Lending Office or the Issuing Lender’s Lending Office is located, or by any jurisdiction in which such Lender is organized, has its principal office or is managed and controlled); or

32

33

liability in respect of such Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the Notes, provided , however , that, notwithstanding anything to the contrary in this or the preceding sentence, the Company shall not be required to increase any such amounts payable to any Lender, and shall be entitled to reduce the amount of any payment made by the Company under this Agreement by the amount of Non-Excluded Taxes withheld from that payment, with respect to any Non-Excluded Taxes (i) that are United States withholding taxes imposed (or branch profits taxes imposed) on amounts payable to such Lender at the time the Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Company with respect to such Non-Excluded Taxes pursuant to this Section 3.09(a), or (ii) that are imposed as a result of any event occurring after the Lender becomes a Lender other than a change in law or regulation or the introduction of any law or regulation or a change in interpretation or administration of any law. Whenever any Non-Excluded Taxes are payable by the Company, as promptly as possible thereafter, the Company shall send to the Administrative Agent for its own account or for the account of the Issuing Lender or such Lender, as the case may be, a certified copy of an original official receipt showing, or other proof reasonably satisfactory to the Administrative Agent of, payment thereof.  If the Company fails to pay Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Company shall indemnify the Administrative Agent, the Issuing Lender and the Lenders for any incremental taxes, interest or penalties that may become payable by such Administrative Agent, the Issuing Lender or such Lender as a result of any such failure together with any expenses payable by such Administrative Agent, the Issuing Lender or such Lender in connection therewith; provided that the Administrative Agent, Issuing Lender or Lender has provided the Company with notice thereof as required by Section 10.01, accompanied by a demand for payment.

34

or under any treaty to which the United States is a party with respect to payments under this Agreement shall deliver to the Company (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit those payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether or not that Lender is subject to backup withholding or information reporting requirements.  Without limiting the generality of the foregoing, any Foreign Lender shall deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which that Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company or the Administrative Agent), but only to the extent that the Foreign Lender is legally entitled to do so, whichever of the following is applicable:

35

Agent in Dollars in immediately available funds.  The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds by wire transfer of each Lender’s portion of such payment to such Lender for the account of its Lending Office.  The Administrative Agent may, in its sole discretion, directly charge principal and interest payments due in respect of the Loans to the Company’s accounts at the Payment Office or other office of the Administrative Agent.  The Issuing Lender may, in its sole discretion, directly charge reimbursement obligations with respect to Letters of Credit to the Company’s accounts at any office of the Issuing Lender.  Except as otherwise provided in the definition of “ Interest Period ”, if any payment hereunder 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.

36

respect to it, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be materially disadvantageous to it, as determined in its sole discretion) to designate a different lending office if the making of such a designation would reduce or obviate the need for the Company to make payments under Section 3.07 or 3.09, or would eliminate or reduce the effect of any adoption or change described in Section 3.07 or 3.09 or (ii) if such Lender (x) is unable to designate a different lending office which would result in Section 3.07 or 3.09 no longer being applicable to such Lender, (y) has refused to consent to a proposed change, waiver, discharge or release with respect to this Agreement or any other Loan Document which has been approved in accordance with Section 10.04 and, in the case of this clause (y), no Event of Default then exists or (z) is a Defaulting Lender, it will, upon at least 5 Business Days' notice from the Company to such Lender and the Administrative Agent, assign, pursuant to and in accordance with the provisions of Section 10.05, to one or more assignees designated by the Company in consultation with the Administrative Agent all, but not less than all, of such Lender's rights and obligations hereunder, without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the outstanding principal amount of the Aggregate Outstandings then owing to such Lender plus any accrued but unpaid interest thereon and any accrued but unpaid utilization fees owing thereto and, in addition, all additional costs and reimbursements and indemnities, if any, owing in respect of such Lender's Commitment hereunder at such time shall be paid to such Lender.

SECTION 3.13.   Defaulting Lender .

(a)           Notwithstanding anything to the contrary contained herein, in the event any Lender has become a Defaulting Lender, all rights and obligations hereunder of such Lender and of the other parties hereto shall be modified to the extent of the express provisions of this Section 3.13 for the Default Period.

(b)           Loans shall be incurred pro rata from Lenders (the “ Non-Defaulting Lenders ”) which are not Defaulting Lenders based on their respective Commitment Proportions, and no Revolving Credit Commitment of any Lender shall be increased as a result of such Lender Default.  Amounts received in respect of principal of any Type of Loans shall be applied to reduce the applicable Loans of each Non-Defaulting Lender pro rata based on the aggregate of the outstanding Loans of that Type of all Lenders at the time of such application; provided , that, the Administrative Agent shall not be obligated to transfer to a Defaulting Lender any payments received by the Administrative Agent for the Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including any principal, interest or fees).  Amounts payable to a Defaulting Lender shall instead be paid to or retained by the Administrative Agent.  The Administrative Agent may hold and, in its discretion, re-lend to the Company the amount of such payments received or retained by it for the account of such Defaulting Lender.

(c)           A Defaulting Lender shall not be entitled to give instructions to the Administrative Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents.  All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of “Required Lenders”, a Defaulting Lender shall be deemed not to be a Lender and not to have Loans outstanding.

(d)           Other than as expressly set forth in this Section 3.13, the rights and obligations of a Defaulting Lender (including the obligation to indemnify the Administrative Agent) and the other parties hereto shall remain unchanged.  Nothing in this Section 3.13 shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the other Loan Documents, shall alter such obligations, shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights which the Company, The Administrative Agent or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder.

(e)           If any LC Exposure exists at the time a Lender becomes a Defaulting Lender, and provided that if a circumstance described in clause “(e)” of the definition of Defaulting Lender shall occur, such Defaulting Lender shall also fail to comply with its funding obligations hereunder, then:

(f)           In the event the Defaulting Lender is the Administrative Agent, it shall resign as such in accordance with Section 9.08 hereof.

(g)           In the event that the Administrative Agent, the Company, and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Credit Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Commitment Proportion.

be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a default under, any such indenture, agreement or other instrument, of any nature whatsoever upon any of the property or assets of the Company or any Guarantor of the Company other than as contemplated by this Agreement or the other Loan Documents.  This Agreement and each other Loan Document to which the Company or any Guarantor is a party constitutes a legal, valid and binding obligation of the Company and each such Guarantor, as the case may be, enforceable against the Company and each such Guarantor, as the case may be, in accordance with its terms except to the extent that enforcement may be limited by applicable bankruptcy, reorganization, moratorium, insolvency and similar laws affecting creditors’ rights generally or by equitable principles of general application, regardless of whether considered in a proceeding in equity or at law.

Guarantor, any of their respective Subsidiaries or any ERISA Affiliates exists, or to the knowledge of the Company, is likely to arise on account of any Plan.

Environmental Law except as could not reasonably be expected to result in a Material Adverse Effect.