CREDIT AGREEMENT DATED AS OF DECEMBER 20, 2006 AMONG BARE ESCENTUALS BEAUTY, INC., as Company

Exhibit 10.46

CREDIT AGREEMENT

DATED AS OF DECEMBER 20, 2006

AMONG

BARE ESCENTUALS BEAUTY, INC.,
as Company,

BARE ESCENTUALS, INC.,
as Holdings,

THE LENDERS LISTED HEREIN,

as Lenders,

and

BNP PARIBAS,

as Administrative Agent

BNP PARIBAS
Lead Arranger

TABLE OF CONTENTS

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EXHIBITS

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SCHEDULES

vi

BARE ESCENTUALS BEAUTY, INC.

AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of December 20, 2006 and entered into by and among BARE ESCENTUALS, INC. , a Delaware corporation, formerly known as STB Beauty, Inc. (" Holdings "), BARE ESCENTUALS BEAUTY, INC. , a Delaware corporation, formerly known as MD Beauty, Inc. (" Company "), and BNP PARIBAS (" BNP Paribas "), as administrative agent for Lenders (in such capacity, " Administrative Agent "). Capitalized terms used herein have the meanings defined in subsection 1.1 below.

R E C I T A L S

WHEREAS, Company and Holdings desire to amend and restate the terms of the Original Credit Agreement; and

WHEREAS, Lenders have authorized Administrative Agent to execute this Amended and Restated Credit Agreement on their behalf.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, each of Holdings, Company and Administrative Agent (on behalf of itself and Lenders) agrees to amend and restate the terms of the Original Credit Agreement as follows:

Section 1.               DEFINITIONS

• • • • • • 1.1           Certain Defined Terms .

The following terms used in this Agreement shall have the following meanings:

" Account " means, with respect to any Person, all present and future rights of such Person to payment for goods sold or leased or for services rendered (except those evidenced by instruments or chattel paper), whether now existing or hereafter arising and wherever arising.

" Additional Mortgaged Property " has the meaning assigned to that term in subsection 6.9.

" Additional Mortgage " has the meaning assigned to that term in subsection 6.9.

" Adjusted LIBOR " means, for each Interest Period in respect of any LIBOR Loan, an interest rate per annum (rounded upward, if necessary, to the nearest 1/100 of 1% determined pursuant to the following formula:

Adjusted LIBOR shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

" Administrative Agent " has the meaning assigned to that term in the introduction to this Agreement and also means and includes any successor Administrative Agent appointed pursuant to subsection 9.5A.

" Affected Lender " has the meaning assigned to that term in subsection 2.6C.

" Affected Loans " has the meaning assigned to that term in subsection 2.6C.

" Affiliate " as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.  Notwithstanding the foregoing, neither Administrative Agent nor any Lender shall be deemed to be an "Affiliate" of any Loan Party or any Affiliate thereof.

" Agreement " means this Amended and Restated Credit Agreement dated as of December 20, 2006, as it may be amended, supplemented or otherwise modified from time to time.

" Applicable Consolidated Leverage Ratio " means, at any time, the ratio of (i) Consolidated Total Debt (minus all Cash and Cash Equivalents held by any Loan Party subject to a First Priority Lien) at such date to (ii) Consolidated EBITDA for the four consecutive Fiscal Quarters most recently ended as of the date for which a Compliance Certificate has been most recently delivered pursuant to subsection 6.1(iv).

" Approved Fund " means a Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

" Asset Sale " means the sale (x) by Holdings or any of its Subsidiaries to any Person other than Company or any Subsidiary Guarantor (or, in the case of stock of a Foreign Subsidiary, Holdings) or (y) by any Foreign Subsidiary to any Person other than any of the Subsidiaries of Holdings of, in each case, (i) any of the stock of any of the Subsidiaries of Holdings (other than Company), (ii) substantially all of the assets of any division or line of business of any of the Subsidiaries of Holdings, or (iii) any other assets (whether tangible or intangible) of any of the Subsidiaries of Holdings (other than (a) inventory (or other assets) sold, licensed, leased or disposed of in the ordinary course of business, (b) sales, assignments, transfers or dispositions of accounts in the ordinary course of business for purposes of collection and (c) any such other assets to the extent that the aggregate value of such assets sold in any single transaction or related series of transactions is equal to $100,000 or less).

" Assignment Agreement " means an Assignment and Assumption Agreement in substantially the form of Exhibit IX annexed hereto.

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" Bankruptcy Code " means Title 11 of the United States Code entitled "Bankruptcy", as now and hereafter in effect, or any successor statute.

" Base Rate " means, for any day, a rate per annum (rounded upwards to the nearest 1/100 of 1%) equal to 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%.  If, for any reason, Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate, including the inability or failure of Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, the Base Rate shall be determined without regards to clause (ii) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist.  Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

" Base Rate Loans " means Loans bearing interest at rates determined by reference to the Base Rate as provided in subsection 2.2A.

" Base Rate Margin " means the margin over the Base Rate used in determining the rate of interest of Base Rate Loans pursuant to subsection 2.2A.

" Berkshire Partners " means Berkshire Partners LLC, a Massachusetts limited liability company.

" Borrowing Base " means, at any time, an amount equal to the Revolving Loan Commitment Amount then in effect.

" Business Day " means (i) for all purposes other than as covered by clause (ii) below, any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close, and (ii) with respect to all notices, determinations, fundings and payments in connection with LIBOR or any LIBOR Loans, the term Business Day shall mean any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

" Capital Lease ", as applied to any Person, means any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of that Person.

" Capital Stock " means the capital stock or other equity interests of a Person.

" Cash " means money, currency or a credit balance in a Deposit Account.

" Cash Equivalents " means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States government or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within

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one year after such date; (ii) marketable general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case either (x) maturing within one year after such date and having, at the time of the acquisition thereof, the highest rating obtainable from either Standard and Poor’s ("S&P") or Moody’s Investors Service, Inc. ("Moody’s"), or (y) having as part of its security structure an irrevocable put option carrying the highest rating obtainable from either S&P or Moody’s that is exercisable by the holder within one year from acquisition thereof; (iii) commercial paper maturing no more than 270 days from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iv) negotiable certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; (v) shares of any money market mutual fund operating under Rule2-a7 of the Investment Company Act of 1940 that, (a) has net assets of not less than $500,000,000, and (b) has the highest rating obtainable from either S&P or Moody’s; and (vi) auction rate securities having, at the time of the acquisition thereof, the highest rating obtainable from either S&P or Moody’s; provided that the subsequent auction thereof is not greater than 60 days from the date of acquisition thereof.

" Change in Control " means any of the following:  (a) any "person" or "group" (as such terms are used in sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), excluding Permitted Holders, shall become the beneficial owner, directly or indirectly, of 30% or more of the capital stock of Company; or (b) the failure at any time of Holdings to legally and beneficially own and control 100% of the issued and outstanding shares of Capital Stock of Company or the failure at any time of Holdings to have the ability to elect all of the Governing Body of Company.  As used herein, the term "beneficially own" or "beneficial ownership" shall have the meaning set forth in the Exchange Act and the rules and regulations promulgated thereunder.

" Class " means, as applied to Lenders, each of the following two classes of Lenders:  (i) Lenders having Revolving Loan Exposure and (ii) Lenders having Term Loan Exposure.

 " Collateral " means, collectively, all of the real, personal and mixed property (including Capital Stock) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.

" Collateral Account " has the meaning assigned to that term in the Security Agreement.

" Collateral Documents " means the Security Agreement, the Foreign Pledge Agreements, the Mortgages, Control Agreements and all other instruments or documents delivered by any Loan Party pursuant to the Original Credit Agreement, this Agreement or any of the other Loan Documents as the same may be amended, restated or otherwise modified in connection with this Agreement or any of the other Loan Documents in order to continue the

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Liens granted to Administrative Agent, on behalf of Lenders, a Lien on any real, personal or mixed property of that Loan Party as security for the Obligations.

" Collateral Location " means any Real Property Asset or Leasehold Property where Collateral is located.

" Commercial Letter of Credit " means any letter of credit or similar instrument issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by Company or any of its Subsidiaries in the ordinary course of business of Company or such Subsidiary.

" Commitments " means the commitments of Lenders to make Loans as set forth in subsection 2.1A and subsection 3.3B.

" Company " has the meaning assigned to that term in the introduction to this Agreement.

" Compliance Certificate " means a certificate substantially in the form of Exhibit VII annexed hereto.

" Conforming Letter of Credit " means a letter of credit in form and substance reasonably satisfactory to the Administrative Agent.

" Confidential Information Memorandum " means the Confidential Information Memorandum circulated by Administrative Agent in connection with the syndication of the Loans and the Commitments.

" Consolidated Capital Expenditures " means, for any period, the sum of the aggregate of all expenditures (whether paid in cash or other consideration or accrued as a liability and including that portion of Capital Leases which is capitalized on the consolidated balance sheet of Holdings and its Subsidiaries) by Company and all other Subsidiaries of Holdings during that period that, in conformity with GAAP, are included in "additions to property, plant or equipment" or comparable items reflected in the consolidated statement of cash flows of Holdings and its Subsidiaries; provided that for purposes of this definition, the purchase price of assets that are purchased simultaneously with the trade-in of existing assets of a similar type and nature or with the application of Net Insurance/Condemnation Proceeds or Net Asset Sale Proceeds (to the extent permitted hereunder) shall be included in Consolidated Capital Expenditures only to the extent of the gross amount of such purchase price less the credit granted by the seller of such assets for the assets being traded in at such time or the amount of such net proceeds, as the case may be; and provided , further that Consolidated Capital Expenditures shall exclude (i) acquisition costs in Permitted Acquisitions, (ii) Permitted Equity Contribution Capex, and (iii) costs of leasehold improvements to the extent either paid for by landlords or, if paid for by the Subsidiaries of Holdings, reimbursed by landlords, in each case so long as none of the Subsidiaries of Holdings has any obligation to pay, reimburse or repay, as the case may be, any portion of such amounts in any circumstances.

 " Consolidated Cash Interest Expense " means, for any period, Consolidated Interest Expense for such period excluding , however , any interest expense not payable in Cash.

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" Consolidated Current Assets " means, as at any date of determination, the total assets of Company and all other Subsidiaries of Holdings on a consolidated basis which may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents.

" Consolidated Current Liabilities " means, as at any date of determination, the total liabilities of Company and all other Subsidiaries of Holdings on a consolidated basis which may properly be classified as current liabilities in conformity with GAAP, excluding the current portions of Funded Debt and Capital Leases.

" Consolidated EBITDA " means, for any period, the sum, without duplication, of the amounts for such period of (i) Consolidated Net Income, (ii) Consolidated Interest Expense, (iii) taxes paid or provisions for taxes based on income, (iv) total depreciation expense, (v) total amortization expense, (vi) other non-cash items (including, without limitation, non-cash effect of any purchase accounting, write-down of intangibles and marking hedges to market), (vii) non-cash employee compensation expenses, (viii) Management Fees paid during such period, (viii) Transaction Costs and any other non-recurring or extraordinary Cash costs incurred in such period, provided that the aggregate amount of such other non-recurring or extraordinary Cash costs included in this clause (ix) shall not exceed $3,000,000 in any one Fiscal Year or $9,000,000 in the aggregate from and after the Original Closing Date, and (x) reasonable and customary expenses incurred in such period and associated with an IPO; provided that the aggregate amount of such expenses  included in this clause (x) shall not exceed $2,500,000, but only, in the case of clauses (ii)-(x), to the extent deducted in the calculation of Consolidated Net Income, less other non-cash items added in the calculation of Consolidated Net Income (other than any such non-cash item to the extent it will result in the receipt of cash payments in any future period), all of the foregoing as determined on a consolidated basis for Holdings and its Subsidiaries in conformity with GAAP.  Notwithstanding anything contained herein to the contrary, the creation and reversal of reserves in the ordinary course of business shall not constitute non-cash items for purposes of calculating Consolidated EBITDA.

" Consolidated Excess Cash Flow " means, for any period, an amount (if positive) equal to (i) the sum, without duplication, of the amounts for such period of (a) Consolidated EBITDA (but determined by adding back thereto, but without duplication, any amounts deducted in the calculation of Consolidated Net Income for such period that were paid, incurred or accrued in violation of any of the provisions of this Agreement) and (b) the Consolidated Working Capital Adjustment minus (ii) the sum, without duplication, of the amounts for such period of (a) scheduled repayments of Consolidated Total Debt (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Loan Commitment Amount is permanently reduced in connection with such repayments, and repayments of Indebtedness that is not incurred in compliance with subsection 7.1), (b) Consolidated Capital Expenditures (net proceeds of any related financing with respect to such expenditures) (c) Consolidated Cash Interest Expense in respect of Indebtedness incurred in compliance with subsection 7.1, (d) current taxes based on income of Holdings and its Subsidiaries paid in cash such period, (e) Management Fees paid in cash during such period, and (f) any cash consideration paid during such period by Company or any of its Subsidiaries in connection with any Permitted Acquisition (net of any amount of Indebtedness incurred or assumed or proceeds of any equity received, in connection therewith), and (g) Transaction Costs, expenses associated with an IPO, and any other non recurring or

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extraordinary Cash costs, in each case incurred in such period and added to Consolidated Net Income in the calculation of Consolidated EBITDA for such period; provided that for Fiscal Year 2006, all components of Consolidated Excess Cash Flow shall be calculated for the period from June 7, 2006 to January 1, 2007.

" Consolidated Interest Expense " means, for any period, total interest expense paid in or payable in respect of such period (including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of Company and all other Subsidiaries of Holdings on a consolidated basis with respect to all outstanding Indebtedness of Company and all other Subsidiaries of Holdings, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, net costs under Interest Rate Agreements, and amounts referred to in subsection 2.3 payable to Administrative Agent and Lenders that are considered interest expense in accordance with GAAP, but excluding, however, any such amounts referred to in subsection 2.3 payable on or before the Original Closing Date.

" Consolidated Leverage Ratio " means, as of the last day of any Fiscal Quarter, the ratio of (i) Consolidated Total Debt ( minus all Cash and Cash Equivalents held by any Loan Party on the last day of such Fiscal Quarter subject to a First Priority Lien) as at such date to (ii) Consolidated EBITDA for the consecutive four Fiscal Quarters ending on such date.

" Consolidated Net Income " means, for any period, the net income (or loss) of Company and all other Subsidiaries of Holdings on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP; provided that there shall be excluded (i) the income (or loss) of any Person (other than a Subsidiary of Holdings) in which any other Person (other than Company or any other Subsidiary of Holdings) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Company or any of its Subsidiaries by such Person during such period, (ii) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Holdings or is merged into or consolidated with Company or any other Subsidiary of Holdings or that Person’s assets are acquired by Company or any other Subsidiary of Holdings, (iii) the income (or loss) of any Subsidiary of Holdings to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, (iv) any after-tax gains or losses attributable to asset sales or returned surplus assets of any Pension Plan, and (v) (to the extent not included in clauses (i) through (iv) above) any net extraordinary gains or net non-cash extraordinary losses.

" Consolidated Total Debt " means, as at any date of determination, the aggregate stated balance sheet amount of all Indebtedness of Company and all other Subsidiaries of Holdings, determined on a consolidated basis in accordance with GAAP.

" Consolidated Working Capital " means, as at any date of determination, the excess (or deficit) of Consolidated Current Assets over Consolidated Current Liabilities.

" Consolidated Working Capital Adjustment " means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated

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Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

" Contingent Obligation " means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person (i) with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent thereof by the Person incurring the Contingent Obligation is to provide assurance to the obligee of such obligation of another that such obligation of another will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected (in whole or in part) against loss in respect thereof, (ii) with respect to any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings, or (iii) under Hedge Agreements.  Contingent Obligations shall include (a) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another, (b) the obligation to make take-or-pay or similar payments if required regardless of non-performance by any other party or parties to an agreement, and (c) any liability of such Person for the obligation of another through any agreement (contingent or otherwise) (1) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (2) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (1) or (2) of this sentence, the primary purpose or intent thereof is as described in the preceding sentence.  The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported or, if less, the amount to which such Contingent Obligation is specifically limited.

" Contractual Obligation ", as applied to any Person, means any provision of any Security issued by that Person or of any material indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

" Control Agreement " means an agreement, reasonably satisfactory in form and substance to Administrative Agent, entered into in connection with any Deposit Account, security account or commodity account maintained by Holdings or any of its Subsidiaries, pursuant to which the financial institution at which such account is maintained confirms and acknowledges Administrative Agent’s security interest in, and after the occurrence and during the continuance of an Event of Default and delivery of written notice, sole dominion and control over, such account and limits its rights to set-off with respect to amounts in such account.

" Currency Agreement " means any foreign exchange contract, currency swap agreement, currency futures contract, currency option contract, synthetic exchange rate cap or other similar agreement or arrangement to which Company or any of its Subsidiaries is a party.

" Deposit Account " means a demand, time, savings, passbook or like account (including disbursement accounts, remittance accounts and zero balance accounts) maintained

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with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

" Dollars " and the sign " $ " mean the lawful money of the United States of America.

" Domestic Subsidiary " means any Subsidiary of Company that is incorporated or organized under the laws of the United States of America, any state thereof or in the District of Columbia.

" Eligible Assignee " means (A) (i) a commercial bank organized under the laws of the United States or any state thereof; (ii) a savings and loan association or savings bank organized under the laws of the United States or any state thereof; (iii) a commercial bank organized under the laws of any other country or a political subdivision thereof; provided that (x) such bank is acting through a branch or agency located in the United States or (y) such bank is organized under the laws of a country that is a member of the Organization for Economic Cooperation and Development or a political subdivision of such country; and (iv) any other entity that is an "accredited investor" (as defined in Regulation D under the Securities Act) that extends credit or buys loans as one of its businesses including insurance companies, mutual funds and lease financing companies, in each case (under clauses (i) through (iv) above) that is acceptable to Administrative Agent; and (B) any Lender, any Affiliate of any Lender and any Approved Fund of any Lender; provided that none of any Sponsor, any Loan Party or any Affiliate of any Sponsor or any Loan Party shall be an Eligible Assignee.

" Employee Benefit Plan " means any (i) "employee benefit plan" as defined in Section 3(3) of ERISA which is or, within the preceding six years, was maintained or contributed to by Company or, any of its Subsidiaries or, solely with respect to liability under Section 4980B of the Internal Revenue Code, any of their respective ERISA Affiliates, and (ii) any Pension Plan.

" Environmental Claim " means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Government Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law, (ii) in connection with any Hazardous Materials or any actual or alleged Hazardous Materials Activity, or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

" Environmental Laws " means any and all current or future common law duties or obligations, statutes, ordinances, orders, rules, regulations, guidance documents, judgments, Governmental Authorizations, or any other requirements of any Government Authority relating to (i) environmental matters, including those relating to any Hazardous Materials Activity, (ii) the generation, use, storage, transportation or disposal of Hazardous Materials, or (iii) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to Holdings, Company or any of their Subsidiaries or any Facility.

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" ERISA " means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

" ERISA Affiliate " , as applied to any Person, means (i) any corporation that is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) that is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) solely with respect to liability under Section 4980B of the Internal Revenue Code, any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member.  Any former ERISA Affiliate of a Person or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of such Person or such Subsidiary within the meaning of this definition to the extent that such Person or such Subsidiary could reasonably expected to have any liability with respect thereto under the Internal Revenue Code or ERISA.

" ERISA Event " means (i) a "reportable event" within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 412(m) of the Internal Revenue Code with respect to any Pension Plan (other than an immaterial failure to make such an installment payment) or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by Company, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which could be reasonably likely to constitute grounds under ERISA for the termination of, or the appointment by PBGC of a trustee to administer, any Pension Plan; (vi) the imposition of liability on Company, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by Company, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against Company, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (ix) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under

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Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (x) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

"Eurodollar Reserve Percentage" means the reserve percentage (expressed as a decimal, rounded upward, if necessary, to the nearest 1/100 of 1%) in effect on the date LIBOR for such Interest Period is determined (whether or not applicable to any Lender) under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as "Eurocurrency liabilities") having a term comparable to such Interest Period.

" Event of Default " means each of the events set forth in Section 8.

" Exchange Act " means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

" Existing Revolving Loan Commitments " means the "Revolving Loans Commitments" as defined in the Original Credit Agreement and outstanding as of the Restatement Date.

" Facilities " means any and all real property (including all buildings, fixtures or other improvements located thereon) now, hereafter owned or leased, operated or used by Company or any of its Subsidiaries or any of their respective predecessors or Affiliates.

" Federal Funds Effective Rate " means, for any period, a fluctuating interest rate expressed as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1% equal for each day during such period to 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 for such day (or, if such day is not a Business Day, for the next preceding 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 such day on such transactions received by Administrative Agent from three Federal funds brokers of recognized standing selected by Administrative Agent.

" Financial Plan " has the meaning assigned to that term in subsection 6.1(xi).

" First Priority " means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that (i) such Lien is perfected and has priority over any other Lien on such Collateral (other than Liens permitted pursuant to subsection 7.2) and (ii) such Lien is the only Lien (other than Liens permitted pursuant to subsection 7.2) to which such Collateral is subject.

" Fiscal Quarter " means a fiscal quarter of any Fiscal Year (as reflected on Schedule 6.1 annexed hereto).

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" Fiscal Year " means the fiscal year of Holdings and its Subsidiaries ending on the Fiscal Year End.

" Fiscal Year End " means, for any Fiscal Year, the applicable Fiscal Year End reflected on Schedule 6.1 annexed hereto.

" Flood Hazard Property " means an Additional Mortgaged Property located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

" Foreign Pledge Agreement " means each pledge agreement or similar instrument governed by the laws of a country other than the United States, executed on the Original Closing Date or from time to time thereafter in accordance with subsection 6.8 by Holdings, Company or any Domestic Subsidiary that owns Capital Stock of one or more Foreign Subsidiaries organized in such country, in form and substance satisfactory to Administrative Agent, as such Foreign Pledge Agreement may be amended, supplemented or otherwise modified from time to time.

" Foreign Subsidiary " means any Subsidiary of Holdings or Company that is not a Domestic Subsidiary.

" 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 " shall mean (i) all Indebtedness, and any other liabilities, and obligations, now existing or hereafter arising, for money borrowed by the Loan Parties (which shall be deemed to include all notes issued or other liabilities or obligations for money borrowed by any Loan Party to its shareholders), whether or not evidenced by any note, indenture, or agreement (including, without limitation, the Notes and any Indebtedness for money borrowed from an Affiliate of any Loan Party) and (ii) without duplication, all Indebtedness of others for money borrowed (including Indebtedness of an Affiliate of any Loan Party) with respect to which any Loan Party has become liable by way of a guarantee or indemnity.  The term "Funded Debt" shall not include any trade payables or other liabilities not for borrowed money (or guarantees thereof) incurred in the ordinary course of business and constituting current obligations of the Loan Parties.

" Funding and Payment Office " means (i) the office of Administrative Agent and Swing Line Lender located at 787 Seventh Avenue, New York, New York 10019, or (ii) such other office of Administrative Agent and Swing Line Lender as may from time to time hereafter be designated as such in a written notice delivered by Administrative Agent and Swing Line Lender to Company and each Lender.

" Funding Date " means the date of funding of a Loan.

" GAAP " means, subject to the limitations on the application thereof set forth in subsection 1.2, generally accepted accounting principles as in effect in the United States of America and set forth in opinions and pronouncements of the Accounting Principles Board of the

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American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, in each case as the same are applicable to the circumstances as of the date of determination.

" Governing Body " means the board of directors or other body having the power to direct or cause the direction of the management and policies of a Person that is a corporation, partnership, trust or limited liability company.

" Government Authority " means any political subdivision or department thereof, any other governmental or regulatory body, commission, central bank, board, bureau, organ or instrumentality or any court, in each case whether federal, state, local or foreign (including supra-national bodies such as the European Union or the European Central Bank).

" Governmental Authorization " means any permit, license, registration, authorization, plan, directive, accreditation, consent, order or consent decree of or from, or notice to, any Government Authority.

" Guaranties " means the Holdings Guaranty and the Subsidiary Guaranty.

" Hazardous Materials " means (i) any chemical, material or substance at any time defined as or included in the definition of "hazardous substances", "hazardous wastes", "hazardous materials", "extremely hazardous waste", "acutely hazardous waste", "radioactive waste", "biohazardous waste", "pollutant", "toxic pollutant", "contaminant", "restricted hazardous waste", "infectious waste", "toxic substances", or any other term or expression intended to define, list or classify substances by reason of properties harmful to health, safety or the indoor or outdoor environment (including harmful properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, "TCLP toxicity" or "EP toxicity" or words of similar import under any applicable Environmental Laws); (ii) any oil, petroleum, petroleum fraction or petroleum derived substance; (iii) any drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (iv) any flammable substances or explosives; (v) any radioactive materials; (vi) any asbestos-containing materials; (vii) urea formaldehyde foam insulation; (viii) electrical equipment which contains any oil or dielectric fluid containing polychlorinated biphenyls; (ix) pesticides; and (x) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Government Authority or which may or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment.

" Hazardous Materials Activity " means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

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" Hedge Agreement " means an Interest Rate Agreement or a Currency Agreement designed to hedge against fluctuations in interest rates or currency values, respectively.

" Holdings " has the meaning assigned to that term in the introduction to this Agreement.

" Holdings Common Stock " means the common stock of Holdings, par value $0.01 per share.

" Holdings Guaranty " means the Holdings Guaranty executed and delivered by Holdings on the Original Closing Date, substantially in the form of Exhibit XIII annexed hereto, as such Holdings Guaranty may thereafter be amended, supplemented or otherwise modified from time to time.

" Indebtedness " means as applied to any Person, (i) all indebtedness for borrowed money, (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP, (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money (excluding trade payables incurred in the ordinary course of business and constituting current obligations), (iv) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA), which purchase price is (a) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note, (v) Synthetic Lease Obligations, and (vi) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person.  Obligations under Interest Rate Agreements and Currency Agreements constitute (1) in the case of Hedge Agreements, Contingent Obligations, and (2) in all other cases, Investments, and in neither case constitute Indebtedness.

" Indemnified Liabilities " has the meaning assigned to that term in subsection 10.3.

" Indemnitee " has the meaning assigned to that term in subsection 10.3.

" Insolvency Event " means, with respect to any Person, that (i) a court with jurisdiction over such Person shall enter a decree or order for relief in respect of the Person or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or such Person or any of its Subsidiaries shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or an involuntary case shall be commenced against such Person or any of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over such Person or any of its Subsidiaries, or over all or a

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substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of such Person or any of its Subsidiaries for all or a substantial part of its property; or (ii) a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of such Person or any of its Subsidiaries, and any such event described in this clause (ii) shall continue for 30 days unless dismissed, bonded or discharged.

" Insolvency or Liquidation Proceeding " means (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Loan Party as a debtor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Loan Party as a debtor or with respect to any substantial part of their respective assets, (c) any liquidation, dissolution, reorganization or winding up of any Loan Party whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Loan Party.

" Intellectual Property " means all patents, trademarks, tradenames, copyrights, technology, software, know-how and processes used in or necessary for the conduct of the business of Company and all other Subsidiaries of Holdings as currently conducted that are material to the condition (financial or otherwise), business or operations of Company and all other Subsidiaries of Holdings taken as a whole.

" Interest Payment Date " means (i) with respect to any Base Rate Loan, each March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the Original Closing Date, and (ii) with respect to any LIBOR Loan, the last day of each Interest Period applicable to such Loan; provided that in the case of each Interest Period of longer than three months " Interest Payment Date " shall also include the date that is three months, or any integral multiple thereof, after the commencement of such Interest Period.

" Interest Period " has the meaning assigned to that term in subsection 2.2B.

" Interest Rate Agreement " means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement to which Company or any of its Subsidiaries is a party.

" Interest Rate Determination Date " means , with respect to any Interest Period, the second Business Day prior to the first day of such Interest Period.

" Internal Revenue Code " means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

" Inventory " means, with respect to any Person as of any date of determination, all goods, merchandise and other personal property which are then held by such Person for sale or lease, including raw materials and work in process.

" Investment " means (i) any direct or indirect purchase or other acquisition by Holdings or any of its Subsidiaries of, or of a beneficial interest in, any Securities of any other Person (including any Subsidiary of Holdings), (ii) any direct or indirect redemption, retirement,

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purchase or other acquisition for value, by any Subsidiary of Holdings from any Person other than Company or any other wholly-owned Subsidiary of Holdings, of any equity Securities of such Subsidiary, (iii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution by Holdings or any of its Subsidiaries to any other Person (other than a wholly-owned Subsidiary of Holdings), including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business but excluding accounts receivable that are not so included, or (iv) Interest Rate Agreements or Currency Agreements not constituting Hedge Agreements. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment (other than adjustments for the repayment of, or the refund of capital with respect to, the original principal amount of any such Investment).

" IP Collateral " means, collectively, the Intellectual Property that constitutes Collateral under the Security Agreement.

" IP Filing Office " means the United States Patent and Trademark Office, the United States Copyright Office or any successor or substitute office in which filings are necessary or, in the opinion of Administrative Agent, desirable in order to create or perfect Liens on any IP Collateral.

" IPO " means the consummation of an initial public offering of any of Holdings’ equity Securities.

" Issuing Lender " means, with respect to any Letter of Credit, the Revolving Lender that agrees or is otherwise obligated to issue such Letter of Credit, determined as provided in subsection 3.1B(ii).

" JH Partners " means JH Partners LLC f/k/a Jesse.Hansen & Co., LLC, a Delaware limited liability company.

" Joint Venture " means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form.

" Leasehold Property " means any leasehold interest of any Loan Party as lessee under any lease of real property.

" Lender " and " Lenders " means the Persons for whom Loans or Commitments are listed in the Register on the Restatement Date, together with their successors and permitted assigns pursuant to subsection 10.1, and the term "Lenders" shall include Swing Line Lender unless the context otherwise requires; provided that the term "Lenders", when used in the context of a particular Commitment, shall mean Lenders having that Commitment.

" Lender Hedge Agreement " means any Hedge Agreement entered into by Company or any of its Subsidiaries and one or more Lenders or Affiliates thereof pursuant to the terms of this Agreement.

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" Letter of Credit " or " Letters of Credit " means Commercial Letters of Credit and Standby Letters of Credit issued or to be issued by Issuing Lenders for the account of Company pursuant to subsection 3.1.

" Letter of Credit Usage " means, as at any date of determination, the sum of (i) the maximum aggregate amount which is or at any time thereafter may become available for drawing under all Letters of Credit then outstanding plus (ii) the aggregate amount of all drawings under Letters of Credit honored by Issuing Lenders and not theretofore reimbursed out of the proceeds of Revolving Loans pursuant to subsection 3.3B or otherwise reimbursed by Company.

" LIBOR " means, for any Interest Rate Determination Date with respect to an Interest Period for a LIBOR Loan, the London interbank offered rate, rounded upward, if necessary, to the nearest 1/100 of 1%, equal to the offered rate for deposits in Dollars for a period equal to such Interest Period, commencing on the first day of such Interest Period, which appears on Telerate Page 3750 (or such other page as may replace Telerate Page 3750 on that service or any successor service for the purpose of displaying London interbank offered rates of major banks) as of 11:00 A.M. (London time), on the Interest Rate Determination Date for such Interest Period.  If the LIBOR rate for an Interest Period cannot be determined pursuant to the preceding sentence, then the LIBOR rate for such Interest Period shall be determined on the basis of the rates at which deposits in Dollars are offered to BNP Paribas at approximately 11:00 A.M. (London time) on the Interest Rate Determination Date for such Interest Period, and on an amount that is approximately equal to the principal amount of the LIBOR Loans to which such Interest Period is applicable.  Administrative Agent will request the principal London office of BNP Paribas to provide a quotation of its rate.

" LIBOR Loans " means Loans bearing interest at rates determined by reference to Adjusted LIBOR as provided in subsection 2.2A.

" LIBOR Margin " means the margin over Adjusted LIBOR used in determining the rate of interest of LIBOR Loans pursuant to subsection 2.2A.

" Lien " means any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing.

" Loan " or " Loans " means one or more of the Loans made by Lenders to Company either (i) pursuant to the Original Credit Agreement and outstanding on the Restatement Date, (ii) on the Restatement Date pursuant to the Sixth Amendment to the Original Credit Agreement, dated as of the date hereof, or (iii) pursuant to subsection 2.1A.

" Loan Documents " means this Agreement, the Notes, Letters of Credit (and any applications for, or reimbursement agreements or other documents or certificates executed by Company in favor of an Issuing Lender relating to, the Letters of Credit), the Guaranties, the Collateral Documents, each Compliance Certificate, each Lender Hedge Agreement, each certificate, each fee letter, and each other instrument, document and agreement from time to time

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delivered by any Loan Party pursuant to this Agreement, the Original Credit Agreement, any Original Loan Documents or any other Loan Document and all amendments, waivers and consents relating thereto.

" Loan Party " means each of Holdings, Company and any of Company’s Subsidiaries from time to time executing a Loan Document, and " Loan Parties " means all such Persons, collectively.

" Management Agreements " means collectively, (i) that certain Management Agreement dated as of June 10, 2004 by and between JH Partners and Company, as amended by The First Amendment to Management Agreement dated as of February 18, 2004 and (ii) that certain Management Agreement dated as of June 10, 2004 by and between Berkshire Partners and Company, as amended by The First Amendment to Management Agreement dated as of February 18, 2004, as such agreements are in effect on the Restatement Date.  The Management Agreements were terminated on October 4, 2006.

" Management Fees " means management fees, expense reimbursements and any other payments paid by Company pursuant to the Management Agreements prior to November 1, 2006.

" Margin Stock " has the meaning assigned to that term in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

" Material Adverse Effect " means (i) a material adverse effect upon the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings and its Subsidiaries taken as a whole or (ii) the impairment (other than by reasons of the type set forth in clause (i)) of the ability of any Loan Party to perform, or of Administrative Agent or Lenders to enforce, the Obligations.

" Material Contract " means any contract or other arrangement to which Holdings, Company or any of their Subsidiaries is a party (other than the Loan Documents) for which breach, nonperformance, cancellation or failure to renew could have a Material Adverse Effect.

" Mortgage " means (i) a security instrument (whether designated as a deed of trust or a mortgage or by any similar title) executed and delivered by any Loan Party, in form and substance satisfactory to Administrative Agent in its reasonable discretion, in each case with such changes thereto as may be recommended by Administrative Agent’s local counsel based on local laws or customary local mortgage or deed of trust practices, or (ii) at Administrative Agent’s option, in the case of an Additional Mortgaged Property, an amendment to an existing Mortgage, in form satisfactory to Administrative Agent, adding such Additional Mortgaged Property to the Real Property Assets encumbered by such existing Mortgage, in either case as such security instrument or amendment may be amended, supplemented or otherwise modified from time to time.  " Mortgages " means all such instruments, including any Additional Mortgages, collectively.

" Multiemployer Plan " means any "multiemployer plan" as defined in Section 3(37) of ERISA, to which Company, any other Subsidiary of Holdings or ERISA Affiliate of

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Company or any other Subsidiary of Holdings currently contributes or is obligated to contribute, or with respect to which Company, any Subsidiary or any ERISA Affiliate has or could reasonably be expected to have any liability (whether absolute or contingent).

" Net Asset Sale Proceeds " means, with respect to any Asset Sale, Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received from such Asset Sale, net of any bona fide direct costs or expenses incurred by Holdings, Company or any of their Subsidiaries in connection with such Asset Sale, including (i) income taxes reasonably estimated to be actually payable by Holdings, Company or any of their Subsidiaries within two years of the date of such Asset Sale as a result of any gain recognized in connection with such Asset Sale and (ii) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is (a) secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof or under applicable law as a result of such Asset Sale and (b) actually paid at the time of receipt of such cash payment to a Person that is not an Affiliate of any Loan Party or of any Affiliate of a Loan Party.

" Net Insurance/Condemnation Proceeds " means any Cash payments or proceeds received by Holdings, Company, or any of their Subsidiaries (i) under any business interruption or casualty insurance policy in respect of a covered loss thereunder or (ii) as a result of the taking of any assets of Holdings, Company or any of their Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, in each case net of any (a) actual and reasonable documented costs incurred by Holdings, Company or any of their Subsidiaries in connection with the adjustment or settlement of any claims of Holdings, Company or such Subsidiary in respect thereof and (b) any reasonable costs incurred in connection with any sale of such assets as referred to in clause (ii) of this definition including, without limitation, income taxes payable as a result of any gain recognized in connection therewith.

" Net Securities Proceeds " means the cash proceeds (net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) from the issuance of Securities of or the incurrence of Indebtedness by Holdings, Company or any of their Subsidiaries.

" Non-US Lender " means a Lender that is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof.

" Notes " means one or more of the Term Notes, Revolving Notes or Swing Line Note or any combination thereof.

" Notice of Borrowing " means a notice substantially in the form of Exhibit I annexed hereto.

" Notice of Conversion/Continuation " means a notice substantially in the form of Exhibit II annexed hereto.

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" Obligations " means all obligations of every nature of each Loan Party from time to time owed to Administrative Agent, Lenders or any of them under the Loan Documents, whether for principal, interest (including interest accruing on or after the occurrence of an Insolvency Event), reimbursement of amounts drawn under Letters of Credit, fees, expenses, indemnification or otherwise.

" OFAC " means the Office of Foreign Assets Control of the United States Department of the Treasury, or any successor office or agency.

" Officer " means the president, chief executive officer, a vice president, chief financial officer, treasurer, general partner (if an individual), managing member (if an individual) or other individual appointed by the Governing Body or the Organizational Documents of a corporation, partnership, trust or limited liability company to serve in a similar capacity as any of the foregoing.

" Officer’s Certificate " as applied to any Person that is a corporation, partnership, trust or limited liability company, means a certificate executed on behalf of such Person by one or more Officers of such Person or one or more Officers of a general partner or a managing member if such general partner or managing member is a corporation, partnership, trust or limited liability company.

" Operating Lease " means , as applied to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) that is not a Capital Lease other than any such lease under which that Person is the lessor.

" Organizational Documents " means the documents (including Bylaws, if applicable) pursuant to which a Person that is a corporation, partnership, trust or limited liability company is organized.

" Original Closing Date " means February 18, 2005.

" Original Credit Agreement " means that certain Credit Agreement, dated as of February 18, 2005, by and among Company, Holdings, the financial institutions party thereto and BNP Paribas, as amended to the date hereof.

" Original Loan Documents " has the meaning ascribed to that term in subsection 1.4.

" Participant " means a purchaser of a participation in the rights and obligations under this Agreement pursuant to subsection 10.1C.

" PBGC " means the Pension Benefit Guaranty Corporation or any successor thereto.

" Pension Plan " means any employee benefit plan, within the meaning of Section 3(3) of ERISA, other than a Multiemployer Plan, that is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA that is currently maintained or contributed to by the Company,

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any Subsidiary or any ERISA Affiliate, or with respect to which the Company, any Subsidiary or any ERISA Affiliate has or could reasonably be expected to have any liability (whether absolute or contingent).

" Permitted Acquisition " has the meaning assigned to that term in subsection 7.3(x).

" Permitted Cure Issuance " means the issuance of equity securities (or receipt of equity contributions) by Holdings pursuant to subsection 8.3 for the purpose of curing an Event of Default under subsection 7.5 (and made after the end of the Fiscal Quarter to which such Event of Default applies), the proceeds of which are promptly contributed to Company as common equity, in an amount no greater or less than the additional amount of Consolidated EBITDA for the relevant Fiscal Quarter that would have been needed in order to avoid such Event of Default.

" Permitted Encumbrances " means the following types of Liens (excluding any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or by ERISA, any such Lien relating to or imposed in connection with any Environmental Claim, and any such Lien expressly prohibited by any applicable terms of any of the Collateral Documents):

• • (i)                                      Liens for taxes, assessments or governmental charges or claims the payment of which is not, at the time, required by subsection 6.3;

    (ii)                                   statutory Liens of landlords, Liens of collecting banks under the UCC on items in the course of collection, statutory Liens and rights of set-off of banks, statutory Liens of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law, in each case incurred in the ordinary course of business (a) for amounts not yet overdue or (b) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of 30 days) are being contested in good faith by appropriate proceedings, so long as (1) such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts, and (2) in the case of a Lien with respect to any portion of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral on account of such Lien;

    (iii)                                deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of statutory obligations, bids, leases, government contracts, trade contracts and other similar obligations (exclusive of obligations for the payment of borrowed money), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof;

    (iv)                               any attachment or judgment Lien not constituting an Event of Default under subsection 8.8;

    (v)                                  licenses (with respect to Intellectual Property and other property), leases or subleases granted to third parties in accordance with any applicable terms of the Collateral Documents and not interfering in any material respect with the ordinary

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• • conduct of the business of any Subsidiaries of Holdings or resulting in a material diminution in the value of any Collateral as security for the Obligations;

    (vi)                               easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of any Subsidiaries of Holdings or result in a material diminution in the value of any Collateral as security for the Obligations;

    (vii)                            any (a) interest or title of a lessor or sublessor under any lease not prohibited by this Agreement, (b) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (c) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (b), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease;

    (viii)                         Liens arising from filing UCC financing statements relating solely to leases not prohibited by this Agreement;

    (ix)                                 Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

    (x)                                    any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

    (xi)                                 Liens granted pursuant to the Collateral Documents;

    (xii)                              Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of Company and all other Subsidiaries of Holdings; and

    (xiii)                           Liens in respect of an agreement to sell or otherwise transfer any  property, to the extent such sale or transfer is permitted by subsection 7.6.

" Permitted Equity Contribution Capex " means any expenditure by Company or any other Subsidiary of Holdings for capital improvements financed by a non-refundable cash equity contribution to Company or such Subsidiary; provided that the aggregate amount of all such expenditures shall in no event exceed $5,000,000.

" Permitted Holders " means (i) Sponsors or any entity controlled thereby or any of the partners thereof and/or (ii) any of the Permitted Transferees of any Person in clause (i) hereof.

" Permitted Transferees " means, with respect to any Person, (i) any Affiliates of such Person, (ii) the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of any such Person or (iii) a trust, the beneficiaries of which, or a corporation or partnership, the stockholders, or general and limited partners, of which, or a limited liability

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company, the members of which, include only such Person or his or her spouse or lineal descendants, in each case to whom such Person has transferred the beneficial ownership of any Securities of Holdings.

" Person " means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Government Authorities.

" Pledged Collateral " means collectively, the "Pledged Collateral" as defined in the Security Agreement and any Foreign Pledge Agreement.

" Potential Event of Default " means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

" Pricing Certificate " means an Officer’s Certificate of Company certifying the Consolidated Leverage Ratio as at the last day of any Fiscal Quarter and setting forth the calculation of such Consolidated Leverage Ratio in reasonable detail.

"Prime Rate" means the rate that BNP Paribas in New York announces from time to time as its prime rate, effective as of the date announced as the effective date of any change in such prime rate. Without notice to Company or any other Person, the Prime Rate shall change automatically from time to time as and in the amount by which such prime rate shall fluctuate.  The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer.  BNP Paribas or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

" Proceedings " means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration.

" Pro Rata Share " means (i) with respect to all payments, computations and other matters relating to the Term Loan Commitment or the Term Loan of any Lender, the percentage obtained by dividing (x) the Term Loan Exposure of that Lender by (y) the aggregate Term Loan Exposure of all Lenders, (ii) with respect to all payments, computations and other matters relating to the Revolving Loan Commitment or the Revolving Loans of any Lender or any Letters of Credit issued or participations therein deemed purchased by any Lender or any assignments of any Swing Line Loans deemed purchased by any Lender, the percentage obtained by dividing (x) the Revolving Loan Exposure of that Lender by (y) the aggregate Revolving Loan Exposure of all Lenders, and (iii) for all other purposes with respect to each Lender, the percentage obtained by dividing (x) the sum of the Term Loan Exposure of that Lender plus the Revolving Loan Exposure of that Lender by (y) the sum of the aggregate Term Loan Exposure of all Lenders plus the aggregate Revolving Loan Exposure of all Lenders, in any such case as the applicable percentage may be adjusted by assignments permitted pursuant to subsection 10.1 or required pursuant to subsection 10.5.  The initial Pro Rata Share of each Revolving Lender for purposes of each of clause (ii) of the preceding sentence is set forth opposite the name of that Lender in Schedule 2.1 annexed hereto.

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" Real Property Asset " means, at any time of determination, any interest then owned by any Loan Party in any real property including any fee or leasehold interest.

" Refunded Swing Line Loans " has the meaning assigned to that term in subsection 2.1A(iii).

" Register " has the meaning assigned to that term in subsection 2.1D.

" Regulation D " means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

" Reimbursement Date " has the meaning assigned to that term in subsection 3.3B.

" Release " means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Materials into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Materials), or into or out of including the movement of any Hazardous Materials through the air, soil, surface water, groundwater or property.

" Request for Issuance " means a request substantially in the form of Exhibit III annexed hereto.

" Requisite Class Lenders " means, at any time of determination (i) for the Class of Lenders having Revolving Loan Exposure, Lenders having or holding more than 50% of the aggregate Revolving Loan Exposure of all Lenders, and (ii) for the Class of Lenders having Term Loan Exposure, Lenders having or holding more than 50% of the aggregate Term Loan Exposure of all Lenders.

" Requisite Lenders " means Lenders having or holding more than 50% of the sum of the aggregate Term Loan Exposure of all Lenders plus the aggregate Revolving Loan Exposure of all Lenders.

" Restatement Date " means the date on which all of the conditions set forth in subsection 4.1 are satisfied.

" Restricted Junior Payment " means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of Company or Holdings now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of Company or Holdings now or hereafter outstanding, and (iii) 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 stock of Company or Holdings now or hereafter outstanding.

" Revolving Lender " means a Lender that has a Revolving Loan Commitment and/or that has an outstanding Revolving Loan.

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" Revolving Loan Commitment " means the commitment of a Revolving Lender to make Revolving Loans to Company pursuant to subsection 2.1A(ii) (including the Existing Revolving Loan Commitments), and " Revolving Loan Commitments " means such commitments of all Revolving Lenders in the aggregate.

" Revolving Loan Commitment Amount " means, at any date, the aggregate amount of the Revolving Loan Commitments of all Revolving Lenders.

" Revolving Loan Commitment Termination Date " means February 18,   2011.

" Revolving Loan Exposure " means, with respect to any Revolving Lender, as of any date of determination (i) prior to the termination of the Revolving Loan Commitments, the amount of that Lender’s Revolving Loan Commitment, and (ii) after the termination of the Revolving Loan Commitments, the sum of (a) the aggregate outstanding principal amount of the Revolving Loans of that Lender plus (b) in the event that Lender is an Issuing Lender, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (in each case net of any participations purchased by other Lenders in such Letters of Credit or in any unreimbursed drawings thereunder) plus (c) the aggregate amount of all participations purchased by that Lender in any outstanding Letters of Credit or any unreimbursed drawings under any Letters of Credit plus (d) in the case of Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Loans (net of any assignments thereof deemed purchased by other Revolving Lenders) plus (e) the aggregate amount of all assignments deemed purchased by that Lender in any outstanding Swing Line Loans.

" Revolving Loans " means the Loans made by Revolving Lenders to Company pursuant to subsection 2.1A(ii) (including any Loans under the Existing Revolving Loan Commitments which are outstanding on the Restatement Date).

" Revolving Notes " means (i) the promissory notes of Company issued pursuant to subsection 2.1E and (ii) any promissory notes issued by Company pursuant to 10.1B(i) in connection with assignments of the Revolving Loan Commitments and Revolving Loans of any Revolving Lenders, in each case substantially in the form of Exhibit V annexed hereto, as they may be amended, supplemented or otherwise modified from time to time.

" Securities " means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated, certificated or uncertificated, or otherwise, or in general any instruments commonly known as "securities" or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

" Securities Account " means an account to which a financial asset is or may be credited in accordance with an agreement under which the Person maintaining the account undertakes to treat the Person for whom the account is maintained as entitled to exercise the rights that comprise the financial asset.

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" Securities Act " means the Securities Act of 1933, as amended from time to time, and any successor statute.

" Security Agreement " means the Security Agreement executed and delivered on the Original Closing Date, substantially in the form of Exhibit XII annexed hereto, as such Security Agreement may thereafter be amended, supplemented or otherwise modified from time to time.

" Solvent " means , with respect to any Person, that as of the date of determination both (i)(a) the then fair saleable value of the property of such Person is (1) greater than the total amount of liabilities (including contingent liabilities) of such Person and (2) not less than the amount that will be required to pay the probable liabilities on such Person’s then existing debts as they become absolute and due considering all financing alternatives and potential asset sales reasonably available to such Person; (b) such Person’s capital is not unreasonably small in relation to its business or any contemplated or undertaken transaction; and (c) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due; and (ii) such Person is "solvent" within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances.  For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

" Sponsors " means, collectively, (i) Berkshire Partners or its Affiliates and (ii) JH Partners or its Affiliates.

" Standby Letter of Credit " means any standby letter of credit or similar instrument issued for the purpose of supporting (i) Indebtedness of Company or any other Subsidiary of Holdings in respect of industrial revenue or development bonds or financings, (ii) workers’ compensation liabilities of Company or any other Subsidiary of Holdings, (iii) the obligations of third party insurers of Company or any other Subsidiary of Holdings arising by virtue of the laws of any jurisdiction requiring third party insurers, (iv) obligations with respect to Capital Leases or Operating Leases of Company or any other Subsidiary of Holdings, and (v) performance, payment, deposit or surety obligations of Company or any other Subsidiary of Holdings, in any case if required by law or governmental rule or regulation or in accordance with custom and practice in the industry.

" Stated Maturity Date " means February 18, 2012.

" Subsidiary " means, with respect to any Person, any corporation, partnership, trust, limited liability company, association, Joint Venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the members of the Governing Body is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.

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" Subsidiary Guarantor " means any Subsidiary of Company that executes and delivers a counterpart of the Subsidiary Guaranty on the Original Closing Date or from time to time thereafter pursuant to subsection 6.8.

" Subsidiary Guaranty " means the Subsidiary Guaranty executed and delivered by existing Subsidiaries of Company on the Original Closing Date and to be executed and delivered by additional Subsidiaries of Company from time to time thereafter in accordance with subsection 6.8, substantially in the form of Exhibit XI annexed hereto, as such Subsidiary Guaranty may hereafter be amended, supplemented or otherwise modified from time to time.

" Supplemental Collateral Agent " has the meaning assigned to that term in subsection 9.1B.

" Swing Line Lender " means Administrative Agent, or any Person serving as a successor Administrative Agent hereunder, in its capacity as Swing Line Lender hereunder.

" Swing Line Loan Commitment " means the commitment of Swing Line Lender to make Swing Line Loans to Company pursuant to subsection 2.1A(iii).

" Swing Line Loans " means the Loans made by Swing Line Lender to Company pursuant to subsection 2.1A(iii).

" Swing Line Note " means (i) the promissory note of Company issued pursuant to subsection 2.1E and (ii) any promissory note issued by Company to any successor Administrative Agent and Swing Line Lender pursuant to the last sentence of subsection 9.5B, in each case substantially in the form of Exhibit VI annexed hereto, as it may be amended, supplemented or otherwise modified from time to time.

" Synthetic Lease Obligation " means the monetary obligation of a Person under (i) a so-called synthetic, off-balance sheet or tax retention lease, or (ii) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

" Tax " or " Taxes " means any present or future tax, levy, impost, duty, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed, including interest, penalties, additions to tax and any similar liabilities with respect thereto; except that, in the case of a Lender, there shall be excluded (i) taxes that are imposed on the overall net income or net profits (including franchise taxes imposed in lieu thereof) (a) by the United States, (b) by any other Government Authority under the laws of which such Lender is organized or has its principal office or maintains its applicable lending office, or (c) by any jurisdiction solely as a result of a present or former connection between such Lender and such jurisdiction (other than any such connection arising solely from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, any of the Loan Documents), and (ii) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which such Lender is located.

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" Term Loan Commitment " means the commitment of a Lender to make a Term Loan to Company pursuant to subsection 2.1A(i), and " Term Loan Commitments " means such commitments of all Lenders in the aggregate.

" Term Loan Exposure " with respect to any Lender, means, as of any date of determination (i) prior to the funding of the Term Loans, that Lender’s Term Loan Commitment, and (ii), after the funding of the Term Loans, the outstanding principal amount of the Term Loan of that Lender.

" Term Loans " means the term loans funded pursuant to the Original Credit Agreement and outstanding on the Restatement Date and the new term loans funded on the Restatement Date pursuant to the Sixth Amendment to the Original Credit Agreement, dated as of the date hereof.

" Term Notes " means any promissory notes of Company issued pursuant to subsection 2.1E to evidence the Term Loans of any Lenders and (ii) any promissory notes issued by Company pursuant to subsection 10.1B(i) in connection with assignments of the Term Loan Commitments or Term Loans of any Lenders, in each case, substantially in the form of Exhibit IV annexed hereto, as they may be amended, supplemented or otherwise modified from time to time.

" Title Company " means one or more title insurance companies reasonably satisfactory to Administrative Agent."

" Total Utilization of Revolving Loan Commitments " means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Revolving Loans plus (ii) the aggregate principal amount of all outstanding Swing Line Loans plus (iii) the Letter of Credit Usage.

" Transaction Costs " means all fees, costs, expenses, premiums, termination payments and prepayment penalties incurred by any Loan Party on, before or shortly after the Restatement Date in connection with the transactions contemplated by the Loan Documents, including write-off of deferred financing costs.

" UCC " means the Uniform Commercial Code as in effect in any applicable jurisdiction.

" Unasserted Obligations " means, at any time, Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities (except for (i) the principal of and interest on, and fees relating to, any Indebtedness and (ii) contingent reimbursement obligations in respect of amounts that may be drawn under Letters of Credit) in respect of which no claim or demand for payment has been made (or, in the case of obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time.

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• • • • • • 1.2                                Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement .

Except as otherwise expressly provided in this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP.  Financial statements and other information required to be delivered by Company to Lenders pursuant to clauses (ii), (iii) and (xii) of subsection 6.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in subsection 6.1(v)).  Calculations in connection with the definitions, covenants and other provisions of this Agreement shall utilize GAAP as in effect on the date of determination, applied in a manner consistent with that used in preparing the financial statements referred to in subsection 5.3. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and Company, Administrative Agent or Requisite Lenders shall so request, Administrative Agent, Lenders and 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 Requisite Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and Company shall provide to Administrative Agent and Lenders reconciliation statements provided for in subsection 6.1(v).

• • • • • • 1.3                                Other Definitional Provisions and Rules of Construction .

A.                                     Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.

B.                                     References to "Sections" and "subsections" shall be to Sections and subsections, respectively, of this Agreement unless otherwise specifically provided.  Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

C.                                     An Event of Default shall "continue" or be "continuing" until such Event of Default has been waived in accordance with subsection 10.6 hereof or otherwise cured.

D.                                     The use in any of the Loan Documents of the word "include" or "including", when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as "without limitation" or "but not limited to" or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

E.                                       Any reference herein or in any other Loan Document to any agreement, document or instrument, including this Agreement, the Notes, the other Loan Documents and any schedules or exhibits thereto, unless expressly noted otherwise, shall be a reference to each such agreement, document or instrument as it may be amended, restated, supplemented or

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otherwise modified from time to time in accordance with its terms and to the extent permitted (or not restricted) hereunder or under the applicable Loan Document.

• • • • • • 1.4                                Amendment and Restatement .

On the Restatement Date, the Original Credit Agreement shall be amended and restated in its entirety by this Agreement.  The parties hereby acknowledge and agree that this Agreement and the other Loan Documents do not constitute a novation, payment and reborrowing or termination of any of the indebtedness or obligations of Company, Holdings or their respective Subsidiaries under the Original Credit Agreement or other loan documents executed in connection therewith (collectively, the " Original Loan Documents ") and that all such indebtedness and obligations are in all respects continued and outstanding as indebtedness and obligations under this Agreement and the other Loan Documents with the terms being modified from and after the Restatement Date as provided in this Agreement and the other Loan Documents.

Section 2.                                           AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

• • • • • • 2.1                                Commitments; Making of Loans; the Register; Optional Notes .

A.                                     Commitments .  Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, each Lender hereby severally agrees to make the Loans described in subsections 2.1A(i) and 2.1A(ii) and Swing Line Lender hereby agrees to make the Swing Line Loans as described in subsection 2.1A(iii).

• • (i)                                      Term Loans .  The amount of each Lender’s Term Loan Exposure shall be set forth in the Register and the aggregate principal amount of the Term Loans as of the Restatement Date is $343,668,750; provided that the Term Loan Exposure of each Lender shall be adjusted to give effect to any assignments of such Term Loans pursuant to subsection 10.1B.  Once repaid or prepaid, Term Loans may not be reborrowed.

    (ii)                                   Revolving Loans .  Each Lender that has a Revolving Loan Commitment severally agrees, subject to the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to lend to Company from time to time during the period from the Original Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B.  The original amount of each Revolving Lender’s Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate Revolving Loan Commitment Amount as of the Restatement Date is $25,000,000; provided that the amount of the Revolving Loan Commitment of each Revolving Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitment pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4.  Each Revolving Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans

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• • and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date.  Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date.

    Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the following limitations in the amounts and during the periods indicated:

    • • (a)                                   in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan Commitment Amount then in effect; and

        (b)                                  in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Borrowing Base then in effect.

    (iii)                                Swing Line Loans .

    • • (a)                                   General Provisions .  Swing Line Lender hereby agrees, subject to the limitations set forth in the last paragraph of subsection 2.1A(ii) and set forth below with respect to the maximum amount of Swing Line Loans permitted to be outstanding from time to time, to make a portion of the Revolving Loan Commitments available to Company from time to time during the period from the Original Closing Date to but excluding the Revolving Loan Commitment Termination Date by making Swing Line Loans to Company in an aggregate amount not exceeding the amount of the Swing Line Loan Commitment to be used for the purposes identified in subsection 2.5B, notwithstanding the fact that such Swing Line Loans, when aggregated with Swing Line Lender’s outstanding Revolving Loans and Swing Line Lender’s Pro Rata Share of the Letter of Credit Usage then in effect, may exceed Swing Line Lender’s Revolving Loan Commitment.  The aggregate amount of the Swing Line Loan Commitment is $5,000,000; provided that any reduction of the Revolving Loan Commitment Amount made pursuant to subsection 2.4 that reduces the Revolving Loan Commitment Amount to an amount less than the then current amount of the Swing Line Loan Commitment shall result in an automatic corresponding reduction of the amount of the Swing Line Loan Commitment to the amount of the Revolving Loan Commitment Amount, as so reduced, without any further action on the part of Company, Administrative Agent or Swing Line Lender.  The Swing Line Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than that date.  Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date.

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• • Anything contained in this Agreement to the contrary notwithstanding, the Swing Line Loans and the Swing Line Loan Commitment shall be subject to the following limitations in the amounts and during the periods indicated:

    • • • • (1)                                   in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan Commitments then in effect; and

            (2)                                   in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Borrowing Base then in effect.

        (b)                                  Swing Line Loan Prepayment with Proceeds of Revolving Loans .  With respect to any Swing Line Loans that have not been voluntarily prepaid by Company pursuant to subsection 2.4B(i), Swing Line Lender may, at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Company), not later than 10:00 A.M. (New York City time) on the first Business Day in advance of the proposed Funding Date, a notice requesting Revolving Lenders to make Revolving Loans that are Base Rate Loans on such Funding Date in an amount equal to the amount of such Swing Line Loans (the " Refunded Swing Line Loans ") outstanding on the date such notice is given.  Company hereby authorizes the giving of any such notice and the making of any such Revolving Loans.  Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by Revolving Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender (and not to Company) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note, if any, of Swing Line Lender but shall instead constitute part of Swing Line Lender’s outstanding Revolving Loans and shall be due under the Revolving Note, if any, of Swing Line Lender.  Company hereby authorizes Administrative Agent and Swing Line Lender to charge Company’s accounts with Administrative Agent and Swing Line Lender (up to the amount available in each such account) in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Revolving Lenders, including the Revolving Loan deemed to be made by Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans.  If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of Company from Swing Line Lender in any Insolvency or Liquidation Proceeding, in any assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by subsection 10.5.

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• • • • (c)                                   Swing Line Loan Assignments .  On the Funding Date of each Swing Line Loan, each Revolving Lender shall be deemed to, and hereby agrees to purchase an assignment of such Swing Line Loan in an amount equal to its Pro Rata Share.  If for any reason (1) Revolving Loans are not made upon the request of Swing Line Lender as provided in the immediately preceding paragraph in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of such Swing Line Loan or (2) the Revolving Loan Commitments are terminated at a time when such Swing Line Loan is outstanding, upon notice from Swing Line Lender as provided below, each Revolving Lender shall fund the purchase of such assignment in an amount equal to its Pro Rata Share (calculated, in the case of the foregoing clause (2), immediately prior to such termination of the Revolving Loan Commitments) of the unpaid amount of such Swing Line Loan together with accrued interest thereon.  Upon one Business Day’s notice from Swing Line Lender, each Revolving Lender shall deliver to Swing Line Lender such amount in same day funds at the Funding and Payment Office.  In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each Revolving Lender agrees to enter into an Assignment Agreement at the request of Swing Line Lender in form and substance reasonably satisfactory to Swing Line Lender.  In the event any Revolving Lender fails to make available to Swing Line Lender any amount as provided in this paragraph, Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the rate customarily used by Swing Line Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate.  In the event Swing Line Lender receives a payment of any amount with respect to which other Revolving Lenders have funded the purchase of assignments as provided in this paragraph, Swing Line Lender shall promptly distribute to each such other Revolving Lender its Pro Rata Share of such payment.

        (d)                                  Revolving Lenders’ Obligations .  Anything contained herein to the contrary notwithstanding, each Revolving Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to subsection 2.1A(iii)(b) and each Revolving Lender’s obligation to purchase an assignment of any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against Swing Line Lender, Company or any other Person for any reason whatsoever; (2) the occurrence or continuation of an Event of Default or a Potential Event of Default; (3) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company or any of its Subsidiaries; (4) any breach of this Agreement or any other Loan Document by any party thereto; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Revolving Lender are subject to the condition that (x) Swing Line Lender believed in good faith that all conditions under Section 4 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, as the case may be, were satisfied at the

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• • • • time such Refunded Swing Line Loans or unpaid Swing Line Loans were made or (y) the satisfaction of any such condition not satisfied had been waived in accordance with subsection 10.6 prior to or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans were made.

B.                                     Borrowing Mechanics .  Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $100,000 and multiples of $100,000 in excess of that amount; provided that Loans, made as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount.  Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $100,000 and multiples of $100,000 in excess of that amount.  Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing not later than 12:00 Noon (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a LIBOR Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan).  Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Borrowing not later than 12:00 Noon (New York City time) on the proposed Funding Date.  Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and LIBOR Loans in the manner provided in subsection 2.2D.  In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date.

Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder.

Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing.

Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for or a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related

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Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

C.                                     Disbursement of Funds .  All Term Loans and Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder.  Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing.  Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office.  Except as provided in subsection 2.1A(iii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Restatement Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account of Company at the Funding and Payment Office.

Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date.  If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate.  If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans.  Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

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D.                                     The Register .  Administrative Agent, acting for these purposes solely as an agent of Company (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain at its address referred to in subsection 10.8 a register for the recordation of, and shall record, the names and addresses of Lenders and the respective amounts of the Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Term Loan, Revolving Loans and Swing Line Loans of each Lender from time to time (the " Register ").  Administrative Agent shall make the Register available for inspection by the Company and the Lenders upon reasonable prior notice at reasonable times, provided that a Lender shall only be entitled to inspect its own entry in the Register and not that of any other Lender.  Company, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof; all amounts owed with respect to any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.  Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records.  Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

E.                                       Optional Notes .  If so requested by any Lender by written notice to Company (with a copy to Administrative Agent) at any time, Company shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to subsection 10.1) promptly after Company’s receipt of such notice, a promissory note or promissory notes to evidence such Lender’s Term Loan, Revolving Loans or Swing Line Loans, substantially in the form of Exhibit IV , Exhibit V or Exhibit VI, annexed hereto, respectively, with appropriate insertions.

• • • • • • 2.2                                Interest on the Loans .

A.                                     Rate of Interest .  Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or LIBOR.  Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate.  The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B).  If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent

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in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate.

• • (i)                                      Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows:

    • • (a)                                   if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iv); or

        (b)                                  if a LIBOR Loan, then at the sum of Adjusted LIBOR plus the LIBOR Margin set forth in the table below opposite the Consolidated  Leverage Ratio for the four Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iv):

• • • • ; provided that, until the delivery of the Pricing Certificate for the fourth Fiscal Quarter of 2006, the applicable margin for Term Loans and Revolving Loans that are LIBOR Loans shall be 2.50% per annum and for Term Loans and Revolving Loans that are Base Rate Loans shall be 1.50% per annum and provided , further , that until such time as the Company has once delivered evidence to the Administrative Agent that its (or Holdings’) corporate credit is rated no less than B1 by Moody’s, the Company will not be eligible for the lowest interest rate percentage specified in the above table.  Upon delivery of the Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the LIBOR Margin shall automatically be adjusted in accordance with such Pricing Certificate, such adjustment to become effective as of the third Business Day after the 45 th  day following the end of the most recently completed Fiscal Quarter; provided that, if at the time a Pricing Certificate is not delivered by the time required pursuant to subsection 6.1(iv), from the time such Pricing Certificate was required to be delivered until delivery of such Pricing Certificate, the applicable margins shall be the maximum percentage amount for the relevant Loan set forth above.

B.                                     Interest Periods .  In connection with each Base Rate Loan, interest shall be payable quarterly on March 31, June 30, September 30 and December 31 of each year, and in connection with each LIBOR Loan, Company may, pursuant to the applicable Notice of

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Borrowing or Notice of Conversion/Continuation, as the case may be, select an interest period (each an " Interest Period ") to be applicable to such Loan, which Interest Period shall be, at Company’s option, either a one, two, three or six month period; provided that:

• • (i)                                      the initial Interest Period for any LIBOR Loan shall commence on the Funding Date in respect of such Loan, in the case of a Loan initially made as a LIBOR Loan, or on the date specified in the applicable Notice of Conversion/Continuation, in the case of a Loan converted to a LIBOR Loan;

    (ii)                                   in the case of immediately successive Interest Periods applicable to a LIBOR Loan continued as such pursuant to a Notice of Conversion/Continuation, each successive Interest Period shall commence on the day on which the next preceding Interest Period expires;

    (iii)                                if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that, if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

    (iv)                               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, subject to clause (v) of this subsection 2.2B, end on the last Business Day of a calendar month;

    (v)                                  no Interest Period with respect to any portion of the Term Loans shall extend beyond the Stated Maturity Date, and no Interest Period with respect to any portion of the Revolving Loans or Swing Line Loans shall extend beyond the Revolving Loan Commitment Termination Date;

    (vi)                               there shall be no more than five Interest Periods outstanding at any time; and

    (vii)                            in the event Company fails to specify an Interest Period for any LIBOR Loan in the applicable Notice of Borrowing or Notice of Conversion/Continuation, Company shall be deemed to have selected an Interest Period of one month.

C.                                     Interest Payments .  Subject to the provisions of subsection 2.2E, interest on each Loan shall be payable in arrears on and to each Interest Payment Date applicable to that Loan, upon any prepayment of that Loan (to the extent accrued on the amount being prepaid) and at maturity (including final maturity); provided that in the event any Swing Line Loans or any Revolving Loans that are Base Rate Loans are prepaid pursuant to subsection 2.4B(i), interest accrued on such Loans through the date of such prepayment shall be payable on the next succeeding Interest Payment Date applicable to Base Rate Loans (or, if earlier, at final maturity).

D.                                     Conversion or Continuation .  Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and multiples of $100,000 in excess of that

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amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a LIBOR Loan; provided, however , that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto unless Company pays on such conversion date all amounts owing to Lenders under subsection 2.6D.

Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent not later than 12:00 Noon (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan).  In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date.  Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall notify each Lender of any Loan subject to the Notice of Conversion/Continuation.

E.                                       Default Rate .  Upon the occurrence and during the continuation of any Event of Default under any of subsection 8.1, 8.6 or 8.7, the outstanding principal amount of all Loans and, to the extent permitted by applicable law, any interest payments thereon not paid when due and any fees and other amounts then due and payable hereunder, shall thereafter bear interest (including post-petition interest in any Insolvency or Liquidation Proceeding) payable upon demand by Administrative Agent at a rate that is 2% per annum in excess of the interest rate otherwise payable under this Agreement with respect to the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise payable under this Agreement for Base Rate Loans); provided that, in the case of LIBOR Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such LIBOR Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2% per annum in excess of the interest rate otherwise payable under this Agreement for Base Rate Loans.  Payment or acceptance of the increased rates of interest provided for in this subsection 2.2E is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

F.                                       Computation of Interest .  Interest on the Loans shall be computed on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues.  In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a LIBOR Loan, the date of conversion of such LIBOR Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a LIBOR Loan, the date of conversion of such Base Rate Loan to such

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LIBOR Loan, as the case may be, shall be excluded; provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

G.                                     Maximum Rate .  Notwithstanding the foregoing provisions of this subsection 2.2, in no event shall the rate of interest payable by Company with respect to any Loan exceed the maximum rate of interest permitted to be charged under applicable law.

• • • • • • 2.3                                Fees .

A.                                     Commitment Fees .  Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that Revolving Lender’s Pro Rata Share, commitment fees for the period from and including the Original Closing Date to and excluding the Revolving Commitment Termination Date in an amount equal to the average of the daily excess of the Revolving Loan Commitment Amount over the Total Utilization of Revolving Loan Commitments (excluding Swing Line Loans) multiplied by 0.50% per annum, such commitment fees to be calculated on the basis of a 360-day year and the actual number of days elapsed and to be payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year, commencing on the first such date to occur after the Original Closing Date, and on the Revolving Loan Commitment Termination Date.

B.                                     Other Fees .  Company agrees to pay to Administrative Agent such fees in the amounts and at the times separately agreed upon between Company and Administrative Agent.

• • • • • • 2.4                                Repayments, Prepayments and Reductions in Revolving Loan Commitments; General Provisions Regarding Payments; Application of Proceeds of Collateral and Payments Under Guaranties.

A.                                     Scheduled Payments of Term Loans.  Company shall make principal payments on the Term Loans in installments on the dates and in the amounts set forth below:

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; provided that the scheduled installments of principal of the Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Term Loans in accordance with subsection 2.4B(iv); and provided , further that the Term Loans and all other amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Stated Maturity Date, and the final installment payable by Company in respect of the Term Loans on such date shall be in an amount, if such amount is different from that specified above, sufficient to repay all amounts owing by Company under this Agreement with respect to the Term Loans.

B.                                     Prepayments and Unscheduled Reductions in Revolving Loan Commitment Amount .

• • (i)                                      Voluntary Prepayments .  Company may, upon written or telephonic notice to Administrative Agent on or prior to 1:00 P.M. (New York City time) on the date of prepayment, which notice, if telephonic, shall be promptly confirmed in writing, at any time and from time to time prepay any Swing Line Loan on any Business Day in whole or in part in an aggregate minimum amount of $100,000 and multiples of $100,000 in excess of that amount.  Company may, upon not less than one Business Day’s prior written or telephonic notice, in the case of Base Rate Loans, and three Business Days’ prior written or telephonic notice, in the case of LIBOR Loans, in each case given to Administrative Agent by 1:00 P.M. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent, who will promptly notify each Lender whose Loans are to be prepaid of such prepayment), at any time and from time to time prepay any Term Loans or Revolving Loans on any Business Day in whole or in part in an aggregate minimum amount of $100,000 and multiples of $100,000 in excess of that amount; provided , however , that a LIBOR Loan may only be prepaid on the expiration of the Interest Period applicable thereto unless Company

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• • complies with subsection 2.6D with respect to any breakage costs resulting from such prepayment being made on a date prior to the expiration of the applicable Interest Period.  Notice of prepayment having been given as aforesaid, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein.  Any such voluntary prepayment shall be applied as specified in subsection 2.4B(iv).

    (ii)                                   Voluntary Reductions of Revolving Loan Commitments .  Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount.  Company’s notice to Administrative Agent (who will promptly notify each Revolving Lender of such notice) shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Loan Commitment Amount shall be effective on the date specified in Company’s notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share.  Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv).

    (iii)                                Mandatory Prepayments and Mandatory Reductions of Revolving Loan Commitments .  The Loans shall be prepaid and/or the Revolving Loan Commitment Amount shall be permanently reduced in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below or as more specifically provided in subsection 2.4B(iv) and subsection 2.4D:

    • • (a)                                   Prepayments and Reductions From Net Asset Sale Proceeds .  No later than five (5) Business Days following the receipt by Holdings, Company or any of their Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or (2), so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and such Subsidiaries within 270 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of such Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided ,

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• • • • however , that, pending such reinvestment, such portion of the Net Asset Sale Proceeds shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof if there are any Revolving Loans then outstanding.  In addition, Company shall, no later than 270 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans (and/or the Revolving Loan Commitment Amount shall be permanently reduced) in the full amount of all such Net Asset Sale Proceeds.

        (b)                                  Prepayments and Reductions from Net Insurance/Condemnation Proceeds .  No later than the five (5) Business Days following the receipt by Administrative Agent or by Holdings, Company or any of their Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Loans and/or reduce the Revolving Loan Commitment Amount pursuant to the provisions of subsection 6.4C, Company shall prepay the Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds.

        (c)                                   Prepayments and Reductions Due to Issuance of Indebtedness .  On the date of receipt of the Net Securities Proceeds from the issuance of any Indebtedness of Company, Holdings or any of its other Subsidiaries after the Restatement Date (other than Indebtedness permitted pursuant to subsection 7.1), Company shall prepay the Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to such Net Securities Proceeds.

        (d)                                  Prepayments and Reductions from Consolidated Excess Cash Flow .  In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending on January 1, 2006), Company shall, no later than 120 days after the end of such Fiscal Year, prepay the Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to 50% (the " Consolidated Excess Cash Flow Percentage ") of such Consolidated Excess Cash Flow; provided that (I) if the Applicable Consolidated Leverage Ratio as of the end of such Fiscal Year is 4.00:1.00 or less but greater than 2.25:1.00, Consolidated Excess Cash Flow Percentage shall be 25%, and (II) if the Applicable Consolidated Leverage Ratio as of the end of such Fiscal Year is 2.25:1.00 or less, no prepayment or reduction shall be required, and provided , further , that any prepayments and/or reductions required under this subsection (d), shall be reduced on a dollar for dollar basis by the amount of any voluntary prepayment of Term Loans made during such Fiscal Year (it being agreed, however, that such credit may not be carried forward to subsequent years).

        (e)                                   Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations .  Concurrently with any

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• • • • prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(d), Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction.  In the event that Company shall subsequently determine that the actual amount was greater than the amount set forth in such Officer’s Certificate, Company shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitment Amount shall be permanently reduced) in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount resulting in such excess.

        (f)                                     Prepayments Due to Reductions or Restrictions of Revolving Loan Commitment Amount or due to Insufficient Borrowing Base .  Company shall from time to time prepay first the Swing Line Loans and second the Revolving Loans (and, after prepaying all Revolving Loans, Cash collateralize any outstanding Letters of Credit by depositing the requisite amount in the Collateral Account) to the extent necessary (1) so that the Total Utilization of Revolving Loan Commitments shall not at any time exceed the lesser of (1) the Revolving Loan Commitment Amount then in effect or (2) the Borrowing Base then in effect.  At such time as the Total Utilization of Revolving Loan Commitments shall be equal to or less than the Revolving Loan Commitment Amount and the Borrowing Base then in effect if no Event of Default has occurred and is continuing, to the extent any Cash collateral was provided by Company and has not been applied to any Obligations as provided in the Security Agreement, such amount may, at the request of Company, be released to Company.

    (iv)                               Application of Prepayments and Unscheduled Reductions of Revolving Loan Commitment Amount .

    • • (a)                                   Application of Voluntary Prepayments by Type of Loans and Order of Maturity .  Any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as specified by Company in the applicable notice of prepayment (subject to the next sentence); provided that in the event Company fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied first to repay outstanding Swing Line Loans to the full extent thereof, second to repay outstanding Revolving Loans to the full extent thereof, and third to repay outstanding Term Loans to the full extent thereof.  Any voluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be applied to reduce the scheduled installments of principal of the Term Loans set forth in subsection 2.4A on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each remaining scheduled installment of principal of the Term Loans set forth in subsection 2.4A.

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• • • • (b)                                  Application of Mandatory Prepayments by Type of Loans .  Except as provided in subsection 2.4D, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(d) shall, be applied first to prepay the Term Loans to the full extent thereof, second , to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, and third , to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof (and, after prepaying all Revolving Loans, Cash collateralize any outstanding Letters of Credit by depositing the requisite amount in the Collateral Account) and to further permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment.  Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Share.

        (c)                                   Application of Mandatory Prepayments of Term Loans and the Scheduled Installments of Principal Thereof .  Except as provided in subsection 2.4D, any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied to reduce the scheduled installments of principal of the Term Loans set forth in subsection 2.4A on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each scheduled installment of principal of the Term Loans set forth in subsection 2.4A that is unpaid at the time of such prepayment .

        (d)                                  Application of Prepayments to Base Rate Loans and LIBOR Loans .  Considering Term Loans and Revolving Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to LIBOR Loans, in each case in a manner that minimizes the amount of any payments required to be made by Company pursuant to subsection 2.6D.

        (e)                                   Application of Unscheduled Reductions of the Revolving Loan Commitment Amount .  Any voluntary or mandatory reduction of the Revolving Loan Commitment Amount pursuant to subsection 2.4B(ii) or 2.4B(iii), respectively, shall be in proportion of each Lender’s Pro Rata Share.

C.                                     General Provisions Regarding Payments .

• • (i)                                      Manner and Time of Payment .  All payments by Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 1:00 P.M. (New York City time) on the date due at the Funding and Payment Office for the account of Lenders.  Funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Company on the next succeeding Business Day.  Company hereby authorizes Administrative Agent to charge its accounts with Administrative Agent in order to cause

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• • timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose).

    (ii)                                   Application of Payments to Principal and Interest .  Except as provided in subsection 2.2C, all payments in respect of the principal amount of any Loan shall include payment of accrued interest on the principal amount being repaid or prepaid, and all such payments shall be applied to the payment of interest before application to principal.

    (iii)                                Apportionment of Payments .  Aggregate payments of principal and interest shall be apportioned among all outstanding Loans to which such payments relate, in each case proportionately to Lenders’ respective Pro Rata Shares.  Administrative Agent shall promptly distribute to each Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsection 2.3 and subsection 3.2.  Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

    (iv)                               Payments on Business Days .  Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder, as the case may be.

    (v)                                  Notation of Payment .  Each Lender agrees that before disposing of any Note held by it, or any part thereof (other than by granting participations therein), that Lender will make a notation thereon of all Loans evidenced by that Note and all principal payments previously made thereon and of the date to which interest thereon has been paid; provided that the failure to make (or any error in the making of) a notation of any Loan made under such Note shall not limit or otherwise affect the obligations of Company hereunder or under such Note with respect to any Loan or any payments of principal or interest on such Note.

D.                                     Application of Proceeds of Collateral and Payments after Event of Default .

Upon the occurrence and during the continuation of an Event of Default, if requested by Requisite Lenders, or upon acceleration of the Obligations pursuant to Section 8, (a) all payments received by Administrative Agent, whether from Company, Holdings or any Subsidiary Guarantor or otherwise, and (b) all proceeds received by Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral

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under any Collateral Document may, in the discretion of Administrative Agent, be held by Administrative Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by Administrative Agent, in each case in the following order of priority:

• • (i)                                      to the payment of all costs and expenses of such sale, collection or other realization, all other expenses, liabilities and advances made or incurred by Administrative Agent in connection therewith, and all amounts for which Administrative Agent is entitled to compensation (including the fees described in subsection 2.3), reimbursement and indemnification under any Loan Document and all advances made by Administrative Agent thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by Administrative Agent in connection with the Loan Documents, all in accordance with subsections 9.4, 10.2 and 10.3 and the other terms of this Agreement and the Loan Documents;

    (ii)                                   thereafter, to the payment of the Obligations and obligations of Loan Parties under any Lender Hedge Agreement for the ratable benefit of the holders thereof (subject to the provisions of subsection 2.4C(ii) hereof); and

    (iii)                                thereafter, to the payment to or upon the order of such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

    • • • • 2.5                                Use of Proceeds .

A.                                     Term Loans .  The proceeds of the Term Loans outstanding on the Restatement Date have been applied to the purposes contemplated by the Original Credit Agreement.

B.                                     Revolving Loans and Swing Line Loans .  The proceeds of the Revolving Loans and Swing Line Loans shall be applied by Company for the issuance of Letters of Credit and for working capital and other general corporate purposes, which may include (1) the making of intercompany loans to any wholly-owned Subsidiaries in accordance with subsection 7.1(iv), for their own general corporate purposes and (2) Permitted Acquisitions.

C.                                     Margin Regulations .  No portion of the proceeds of any borrowing under this Agreement shall be used by Company or any of its Subsidiaries in any manner that might cause the borrowing or the application of such proceeds to violate Regulation U, Regulation T or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation of such Board or to violate the Exchange Act, in each case as in effect on the date or dates of such borrowing and such use of proceeds.

• • • • • • 2.6                                Special Provisions Governing LIBOR Loans .

Notwithstanding any other provision of this Agreement to the contrary, the following provisions shall govern with respect to LIBOR Loans as to the matters covered:

A.                                     Determination of Applicable Interest Rate .  On each Interest Rate Determination Date, Administrative Agent shall determine in accordance with the terms of this

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Agreement (which determination shall, absent manifest error, be final conclusive and binding upon all parties) the interest rate that shall apply to the LIBOR Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Company and each applicable Lender.

B.                                     Inability to Determine Applicable Interest Rate .  In the event that Administrative Agent shall have determined (which determination shall be final, conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of LIBOR, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Loans until such time as Administrative Agent notifies Company and such Lenders that the circumstances giving rise to such notice no longer exist and (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by Company with respect to the Loans in respect of which such determination was made shall be deemed to be for a Base Rate Loan.

C.                                     Illegality or Impracticability of LIBOR Loans .  In the event that on any date any Lender shall have determined (which determination shall be final, conclusive and binding upon all parties hereto but shall be made only after consultation with Company and Administrative Agent) that the making, maintaining or continuation of its LIBOR Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date of this Agreement which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an " Affected Lender " and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Company and Administrative Agent of such determination.  Administrative Agent shall promptly notify each other Lender of the receipt of such notice.  Thereafter (a) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (b) to the extent such determination by the Affected Lender relates to a LIBOR Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender shall make such Loan as (or convert such Loan to, as the case may be) a Base Rate Loan, (c) the Affected Lender’s obligation to maintain its outstanding LIBOR Loans (the " Affected Loans ") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (d) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination.  Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, Company shall have the option, subject to the provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice of Conversion/Continuation as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the

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Affected Lender gives notice of its determination as described above.  Administrative Agent shall promptly notify each other Lender of the receipt of such notice.  Except as provided in the immediately preceding sentence, nothing in this subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Loans in accordance with the terms of this Agreement.

D.                                     Compensation For Breakage or Non-Commencement of Interest Periods .  Company shall compensate each Lender, upon written request by that Lender pursuant to subsection 2.8, for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its LIBOR Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds but excluding any loss of profit such as the LIBOR Margin) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any LIBOR Loan does not occur on a date specified therefor in a Notice of Borrowing or a tele