SECOND AMENDED AND RESTATED LOAN AGREEMENT

EXHIBIT 10.1

SECOND AMENDED AND RESTATED

LOAN AGREEMENT

among

CSS INDUSTRIES, INC.

as Borrower

THE LENDING INSTITUTIONS LISTED HEREIN,

PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent,

PNC CAPITAL MARKETS LLC,
as Lead Arranger,

RBS SECURITIES CORPORATION d/b/a RBS GREENWICH CAPITAL,
as Co-Lead Arranger

and

CITIZENS BANK OF PENNSYLVANIA,
as Syndication Agent

DATED AS OF NOVEMBER 21, 2008

TABLE OF CONTENTS

SECOND AMENDED AND RESTATED LOAN AGREEMENT

THIS SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is dated as of November 21, 2008 by and among CSS INDUSTRIES, INC. , a Delaware corporation (the “Borrower”), the lending institutions listed in Annex I attached hereto and incorporated herein by reference (each a “Lender” and collectively, the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION , a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

BACKGROUND

A. The Borrower, the lenders from time to time party thereto, the Administrative Agent, PNC Capital Markets LLC, as Lead Arranger and Citizens Bank of Pennsylvania, Bank of America, N.A. (as successor to Fleet National Bank) and Wachovia Bank, National Association, as Managing Agents, entered into that certain Amended and Restated Loan Agreement dated as of April 23, 2004 (as amended and modified prior to the date hereof, the “Existing Loan Agreement”).

B. The Borrower has requested and certain of the Lenders under the Existing Agreement and the additional Lenders and other parties hereto have agreed to modify and amend the credit facilities established under the Existing Loan Agreement and to amend and restate the Existing Loan Agreement on the terms and conditions hereinafter set forth.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree that, upon the Effective Date, the Existing Loan Agreement shall be and hereby is amended and restated to read in full as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION.

1.1 Terms Defined . As used in this Agreement, the following terms have the following respective meanings:

“ Accounts ”: All of the “accounts” (as that term is defined in the Uniform Commercial Code as in effect from time to time in the Commonwealth of Pennsylvania) of the Borrower and each of its Subsidiaries, whether now existing or hereafter arising.

“ Accounts Receivable Securitization ”: The trade receivables purchase facility between the Borrower and Market Street Funding, LLC (f/k/a Market Street Funding Corporation) on terms pursuant to which the Borrower and certain of its Subsidiaries will sell or grant a security interest in its accounts receivable or an undivided interest therein, provided , that the aggregate Capital (as such term is defined in the Accounts Receivable Securitization Documents) shall not exceed $100,000,000.

“ Accounts Receivable Securitization Documents ”: The Receivable Purchase Agreement among the Borrower, the Bankruptcy Remote Subsidiary, Market Street Funding Corporation and PNC and any other documents executed in connection with the Accounts Receivable Securitization as modified, amended or restated from time to time.

“ Acquisition EBITDA ”: Consolidated EBITDA for any applicable prior period attributable to any Person or Property which is the subject of a Permitted Acquisition, to the extent: (a) all such Property acquired in any such Permitted Acquisition is owned by either (i) a non-Material Subsidiary or (ii) the Borrower, a Guarantor, an Additional Party in compliance with Section 5.12(b) hereof, or a former Guarantor in compliance with Section 5.12(c) hereof, and (b) that any Person acquired in any such Permitted Acquisition is either (i) a non-Material Subsidiary or (ii) a Material Subsidiary that executes a joinder to this Agreement or a Guarantee or is an Additional Party in compliance with Section 5.12(b) hereof.

“ Additional Pledge Agreement ”: The Pledge Agreement dated as of the date hereof, made by the Borrower, Cleo, Inc. and Berwick Offray LLC, in favor of PNC Bank, National Association, as collateral agent for the lenders and other financial institutions parties to this Agreement and the Noteholders, as the same may be modified, amended, supplemented or restated from time to time.

“ Adjusted EBITDA ”: For the Borrower, for any period, the sum of (i) Consolidated EBITDA plus (ii) pro forma adjustments for the relevant periods as appropriate to reflect the Acquisition EBITDA attributable to all Permitted Acquisitions as such Acquisition EBITDA may be further adjusted in accordance with the following sentence. Notwithstanding anything in this Agreement to the contrary (i) for any Permitted Acquisition with Consolidated EBITDA in excess of 10% of Consolidated EBITDA of the Borrower on a consolidated basis prior to such Permitted Acquisition, Acquisition EBITDA shall be equal to $0 unless (a) there are delivered to the Administrative Agent either audited financial statements of the acquired Person or Property to which the Acquisition EBITDA is attributable for the relevant periods, or financial statements of such Person or Property for the relevant periods validated by a third party satisfactory to the Administrative Agent, and (b) any adjustments to such Acquisition EBITDA are approved by the Majority Lenders, and (ii) for any Permitted Acquisition not subject to clause (i) above, the determination of and substantiation for the amount of and any adjustments to Acquisition EBITDA must be satisfactory to the Administrative Agent in its reasonable discretion.

“ Adjusted LIBO Rate ”: As applied to a LIBOR Based Rate Advance, for any LIBOR Interest Period, the rate per annum (rounded upwards, if necessary to the next 1/100 of 1%) determined pursuant to the following formula:

For purposes hereof, “LIBO Rate”, with respect to a LIBOR Interest Period, shall mean the interest rate per annum which appears on the Bloomberg Page BBAM1 (or such other substitute Bloomberg page that displays rates at which Dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by the Agent which is approved by the British Lenders’ Association, as an authorized information vendor for the purpose of displaying rates at which Dollar deposits are offered by leading banks in the London interbank deposit market (an “Alternate Source”), in either case, at approximately 11:00 a.m., London time, two (2) Business Days prior to the first day of such LIBOR Interest Period for an amount comparable to such Advance and having a borrowing date and a maturity comparable to such LIBOR Interest Period; provided , however , if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Agent at such time (which determination shall be conclusive absent manifest error), as determined by the Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error).

The LIBO Rate shall be adjusted with respect to any LIBOR Based Rate Advance in Dollars outstanding on the effective date of any change in the Reserve Percentage as of such effective date. The Administrative Agent shall give prompt notice to the Borrower of the LIBO Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.

“ Adjusted Pro Rata Percentage ”: With respect to any non-Defaulting Lender, the quotient (expressed as a percentage) of the Pro Rata Share of such non-Defaulting Lender divided by the aggregate of the Pro Rata Shares of all non-Defaulting Lenders.

“ Advance(s) ”: Any monies advanced or credit extended to the Borrower by any Lender under the Revolving Credit, including without limitation, cash Advances, Swing Line Advances and the issuance by Fronting Lender of Letters of Credit.

“ Affected Lender ”: As defined in Section 2.15.

“ Affiliate ”: With respect to any Person (the “Specified Person”), (a) any Person which directly or indirectly controls, or is controlled by, or is under common control with, the Specified Person, and (b) any director or officer (or, in the case of a Person which is not a corporation, any individual having analogous powers) of the Specified Person or of a Person who is an Affiliate of the Specified Person within the meaning of the preceding clause (a); provided, however, that no Lender nor any Affiliate of any Lender shall be deemed to be an Affiliate of the Borrower or any of its Subsidiaries. For purposes of the preceding sentence, “control” of a Person shall mean (i) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and (ii) in any case shall include direct or indirect ownership (beneficially or of record) of, or direct or indirect power to vote, 25% or more of the outstanding shares of any class of Capital Stock of such Person (or in the case of a Person that is not a corporation, 25%. or more of any class of equity interest).

“ Alternate Base Rate ”: For any day, a fluctuating per annum rate of interest equal to the highest of (i) the Prime Rate, (ii) the Federal Funds Open Rate plus one half of one (0.5%) percent, and (iii) the Daily LIBOR Rate plus one and one quarter percent (1.25%). The calculation and determination of the rates described in subsections (i), (ii) and (iii) above shall be made daily by the Administrative Agent and such determination shall, absent manifest error, be final, conclusive and binding upon all parties hereto. Changes in the Alternate Base Rate shall become effective on the same day as the Administrative Agent changes its Prime Rate, a change occurs in the Federal Funds Open Rate or there is a change in the Daily LIBOR Rate, depending upon which rate is applicable on that day to the determination of the Alternate Base Rate.

“ Alternate Base Rate Advance ”: Any Advance on which interest accrues at the Alternate Base Rate.

“ Anti-Terrorism Laws ”: Any law relating to terrorism or money laundering, including Executive Order No. 13224 and the USA Patriot Act.

“ Applicable Available Commitment Fee Percentage ”: The Applicable Commitment Fee Percentage determined by reference to the table set forth on Annex II based upon the Borrower’s compliance with the Pricing Leverage Ratio at the levels set forth in such table as such Pricing Leverage Ratio is shown on the Quarterly Compliance Certificate delivered in accordance with Section 5.7. The Applicable Commitment Fee Percentage shall be applied on:

(a) the first day of the calendar month immediately following the calendar month in which the Administrative Agent receives the Quarterly Compliance Certificate delivered in respect of the first three fiscal quarters in any fiscal year, or

(b) with respect to the Quarterly Compliance Certificate delivered in respect of the last fiscal quarter in any fiscal year, the earlier to occur of (i) the first day of the calendar month immediately following the calendar month in which the Administrative Agent shall have received from the Borrower such Quarterly Compliance Certificate or (ii) the first day of the calendar month immediately following the calendar month in which the date 75 days after the end of the fiscal year of the Borrower most recently ended occurs;

provided , however , that no such changes shall occur (x) until the Borrower has delivered its Quarterly Compliance Certificate for the fiscal quarter ending March 31, 2009 and (y) unless no Default or Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of a Default or an Event of Default, the Applicable Available Commitment Fee Percentage may, in the discretion of the Administrative Agent or at the direction of the Majority Lenders, be increased (and shall automatically be so increased if the Default or Event of Default is a payment Default) to the margin described as Level III on Annex II (in addition to institution of the Default Rate, if applicable) and shall be applied retroactively to the date of the occurrence of such Default or Event of Default (or in the event of a Default in respect of the obligation to deliver a Quarterly Compliance Certificate for the last fiscal quarter in each fiscal year, the first day of the calendar month immediately following the calendar month in which the date 75 days after the end of the last fiscal year of the Borrower occurs). The Administrative Agent, Lenders and Borrower acknowledge that, on the date hereof, the Applicable Available Commitment Fee Percentage is the margin described as Level I on Annex II, which Level shall remain applicable at all times through the first day of the calendar month immediately following the calendar month in which the Administrative Agent shall have received from the Borrower the Quarterly Compliance Certificate for the quarter ended March 31, 2009.

“ Applicable Base Rate Margin ”: As set forth in Annex II.

“ Applicable LIBO Rate Margin ”: As set forth in Annex II.

“ Applicable Margins ”: The respective Applicable Base Rate Margin or Applicable LIBO Rate Margin determined by reference to the table set forth on Annex II based upon the Borrower’s compliance with the Pricing Leverage Ratio at the levels set forth in such table as such Pricing Leverage Ratio is shown on the Quarterly Compliance Certificate delivered in accordance with Section 5.7. The Applicable Margin shall be applied on:

(a) the first day of the calendar month immediately following the calendar month in which the Administrative Agent receives the Quarterly Compliance Certificate delivered in respect of the first three fiscal quarters in any fiscal year or,

(b) with respect to the Quarterly Compliance Certificate delivered in respect of the last fiscal quarter in any fiscal year, the earlier to occur of (i) the first day of the calendar month immediately following the calendar month in which the Administrative Agent shall have received from the Borrower such Quarterly Compliance Certificate or (ii) the first day of the calendar month immediately following the calendar month in which the date 75 days after the end of the fiscal year of the Borrower most recently ended occurs;

provided, however , that no such changes shall occur (x) until the Borrower has delivered its Quarterly Compliance Certificate for the fiscal quarter ending March 31, 2009 and (y) unless no Default or Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of a Default or an Event of Default, the Applicable Margin may, in the discretion of the Administrative Agent or at the direction of the Majority Lenders, be increased (and shall automatically be so increased if the Default or Event of Default is a payment default) to the margins described as Level III on Annex II (in addition to institution of the Default Rate, if applicable) and shall be applied retroactively to the date of the occurrence of such Default or Event of Default (or in the event of a Default in respect of the obligation to deliver a Quarterly Compliance Certificate for the last fiscal quarter in each fiscal year, the first day of the calendar month immediately following the calendar month in which the date 75 days after the end of the latest fiscal year of the Borrower occurs). The Administrative Agent, Lenders and Borrower acknowledge that, on the date hereof, the Applicable Margin is the margin described as Level I on Annex II above, which Level shall remain applicable at all times through the first day of the calendar month immediately following the calendar month in which the Administrative Agent shall have received from the Borrower the Quarterly Compliance Certificate for the quarter ended March 31, 2009 (unless a Default or an Event of Default earlier occurs in which case the Applicable Margin shall be adjusted as set forth above).

“ Asset Sale ”: The sale, transfer or other disposition by the Borrower to any Person other than a Restricted Subsidiary or by any Subsidiary of the Borrower to any Person other than the Borrower or a Restricted Subsidiary of (a) any of the existing or future Capital Stock (other than an original issue of the Capital Stock of a Person where the issued Capital Stock is issued to the Borrower or a Restricted Subsidiary) of any Subsidiary of the Borrower or (b) any other Property, now owned or hereafter acquired, of any nature whatsoever in any transaction or series of related transactions (including any or all assets and business of any division or line of business and further including intangible assets) of the Borrower or any of its Subsidiaries, excluding sales, transfers or other dispositions of inventory or other Property in the ordinary course of business of the Borrower or any of its Subsidiaries or the trade-in or replacement of assets in the ordinary course of business of the Borrower or any of its Subsidiaries.

“ Authorized Officer ”: Any of the President, Chief Financial Officer, General Counsel and Treasurer of the Borrower.

“ Available Commitment ”: $110,000,000, as the same may be increased or reduced pursuant to Section 2.3.

“ Available Commitment Fee ”: As defined in Section 2.6(a).

“ Average Consolidated Funded Debt ”: For the Borrower, on any date, the average daily Consolidated Funded Debt for the four consecutive fiscal quarters ending on such date.

“ Bankruptcy Remote Subsidiary ”: Means CSS Funding, LLC.

“ Blocked Person ”: As defined in Section 4.20(ii).

“ Borrowing ”: The making, pursuant to a Notice of Borrowing and the terms of this Agreement, of a cash Advance to the Borrower from all of the Lenders on a pro rata basis on a given date (or resulting from conversions on a given date) having, in the case of LIBOR Based Rate Advances, the same LIBOR Interest Periods.

“ Business Day ”: A day other than Saturday or Sunday when banks are generally open for business in Philadelphia, Pennsylvania, provided , that when used in connection with a LIBOR Based Rate Advance, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Capital Stock ”: Any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase any of the foregoing. Unless otherwise qualified, references to Capital Stock herein shall refer to Capital Stock of the Borrower.

“ Change of Control ”: If (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), excluding Jack Farber and/or any member(s) of his immediately family, and/or any trust under which Jack Farber and/or any member(s) of his immediate family hold the legal and equitable interests, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the issued and outstanding voting Capital Stock of the Borrower normally entitled to vote in the election of directors of the Borrower or (b) during any consecutive two-year period, individuals who at the beginning of such period constituted the Board of Directors of Borrower (together with any new directors whose election to the Board of Directors or whose nomination for election by the stockholders of the Borrower was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office.

“ Closing ”: As defined in Section 3.2.

“ Code ”: As defined in Section 2.12(b).

“ Commitment and Acceptance ”: A Commitment and Acceptance among a Lender, the Administrative Agent and the Borrower substantially in the form of Exhibit G, as amended, supplemented or otherwise modified from time to time.

“ Consolidated Amortization Expense ”: For any Person, for any period, the consolidated amortization expense of such Person for such period, determined on a consolidated basis for such Person and its consolidated Subsidiaries.

“ Consolidated Capital Expenditures ”: For any Person, for any period, the aggregate gross increase during that period in the property, plant or equipment reflected in the consolidated balance sheet of such Person and its consolidated Subsidiaries, but excluding expenditures made in connection with the replacement, substitution or restoration of assets (a) to the extent financed from insurance proceeds paid on account of the loss of or damage to the assets being replaced or restored or (b) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced; provided , however , that “Consolidated Capital Expenditures” shall in any event exclude the purchase price paid in connection with Permitted Acquisitions to the extent allocable to property, plant and equipment.

“ Consolidated Depreciation Expense ”: For any Person, for any period, the consolidated depreciation expense of such Person for such period, determined on a consolidated basis for such Person and its consolidated Subsidiaries.

“ Consolidated EBITDA ”: For any Person, for any period, the sum of the amounts for such period of (i) Consolidated Net Income, plus (ii) Consolidated Tax Expense, plus (iii) Consolidated Interest Expense, plus (iv) Consolidated Amortization Expense, plus (v) Consolidated Depreciation Expense, plus (vi) all non-cash charges resulting from the application of Financial Accounting Standard No. 142 plus (vii) all Consolidated Stock Compensation Expense, all as determined on a consolidated basis for such Person and its consolidated Subsidiaries.

“ Consolidated Funded Debt ”: For any Person, on any date, without duplication, the aggregate outstanding principal amount of (i) Indebtedness recorded on a balance sheet of such Person prepared in accordance with GAAP, (ii) the items described in clause (c) of the definition of “Indebtedness” whether or not recorded on a balance sheet of such Person and (iii) all Capital (as that term is defined in the Accounts Receivable Securitization Documents) under the Accounts Receivable Securitization; in each case of such Person and its consolidated Subsidiaries, all determined on a consolidated basis after elimination of all intercompany items.

“ Consolidated Interest Expense ”: For any Person, for any period, the total interest expense of such Person and its consolidated Subsidiaries, as would be shown on an income statement prepared in accordance with GAAP, and in any event including interest in respect of the Revolving Credit and Discount (as that term is defined in the Accounts Receivable Securitization Documents) payable in respect of the Accounts Receivable Securitization whether or not such interest is shown on such income statement.

“ Consolidated Net Income ”: For any Person, for any period, the net income (or loss) of such Person and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined on a consolidated basis for such Person and its consolidated Subsidiaries; provided , however , that there shall be excluded (a) the income (or loss) of any other Person (other than Subsidiaries of such Person) in which any third Person (other than such Person or any of its Subsidiaries) has a joint interest, except to the extent of the amount of cash dividends or other cash distributions actually paid to such Person or any of its Subsidiaries by such other Person during such period (subject to clause (c) below), (b) the income (or loss) of any other Person accrued prior to the date it becomes a consolidated Subsidiary of such Person or is merged into or consolidated with such Person or any of its consolidated Subsidiaries or such other Person’s assets are acquired by such Person or any of its consolidated Subsidiaries, except (with respect to a Subsidiary previously accounted for on the equity basis of accounting) to the extent of the income (or loss) actually paid to such Person or any of its Subsidiaries by such other Person relating to such period in cash, and (c) the income of any consolidated Subsidiary of such Person to the extent that the declaration or payment of dividends or similar distributions by that consolidated 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 consolidated Subsidiary, except to the extent of the cash dividends or cash distributions actually paid to such Person or any of its Subsidiaries by such other Person during such period; provided, however, that income generated in connection with a waiver of any of the provisions hereof shall not be included for any purposes hereof.

“ Consolidated Stock Compensation Expense ”: For any Person, for any period, the consolidated non-cash charges resulting from the application of Financial Accounting Standard No. 123R for such period, determined on a consolidated basis for such Person and its consolidated Subsidiaries.

“ Consolidated Tax Expense ”: For any Person, for any period, the consolidated income tax expense and/or benefit of such Person for such period, determined on a consolidated basis for such Person and its consolidated Subsidiaries less any tax expense associated with gains on sales (excluding sales in the ordinary course of business) of fixed assets and other extraordinary gains to the extent such gains are included in Consolidated Net Income.

“ Daily LIBOR Rate ”: For any day, the rate per annum determined by the Administrative Agent by dividing (a) the Published LIBOR Rate by (b) a number equal to 1.00 minus the percentage prescribed by the Board of Governors of the Federal Reserve System (or any successor or any other banking authority) to which a Lender (or any Affiliate of such Lender if applicable pursuant to Section 2.9(e)) is subject, including any board or governmental or administrative agency of the United States or any other jurisdiction to which a Lender (or any Affiliate of such Lender if applicable pursuant to Section 2.9(e)) is subject, for determining the maximum reserve requirement (including without limitation any basic, supplemental, marginal or emergency reserves) for (i) deposits of United States dollars or (ii) Eurocurrency Liabilities as defined in Regulation D, provided , that if such day is not a Business Day, the Daily LIBOR Rate for such day shall be the Daily LIBOR Rate on the immediately preceding Business Day.

“ Default ”: Any event, act, condition or occurrence, which with notice, or lapse of time or both, would constitute an Event of Default hereunder.

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

“ EBITDA ”: Shall have the meaning ascribed to the term “Consolidated EBITDA” as set forth herein except the calculation of EBITDA (including the calculation of each of its components) shall be done on an unconsolidated basis.

“ Effective Date ”: As defined in Section 3.2.

“ Employee Benefit Plan ”: As defined in Section 4.11(c).

“ Engagement Letter ”: As defined in Section 10.23.

“ Environmental Authorizations ”: As defined in Section 4.15(a).

“ Environmental Laws ” The common law and all applicable Federal, state, local and foreign laws or regulations, codes, orders, decrees, judgments or injunctions issued, promulgated, approved or entered thereunder, now or hereafter in effect, relating to pollution or protection of the environment or to health or safety as either relates to any Hazardous Materials, including, without limitation, laws relating to (a) emissions, discharges, releases or threatened releases of Hazardous Materials into the environment (including ambient air, indoor air, surface water, ground water, land surface or subsurface strata), (b) the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport, shipping or handling of Hazardous Materials, and (c) underground and above-ground storage tanks, and related piping, and emissions, discharges, releases or threatened releases therefrom.

“ ERISA ”: The Employee Retirement Income Security Act of 1972, as the same may be amended, from time to time.

“ Event of Default ”: As defined in Section 8.1.

“ Exchange Act ”: The Securities Exchange Act of 1934, as amended, together with all rules and regulations promulgated in connection therewith.

“ Executive Order No. 13224 ”: Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“ Existing Letters of Credit ”: Those Letters of Credit described on Schedule 1.1(a) attached hereto and incorporated herein by reference.

“ Existing Loan Agreement ”: As defined in the Background hereto.

“ Existing Pledge Agreement ”: The Pledge Agreement dated as of October 27, 2004 made by the Borrower and Paper Magic Group, Inc. in favor of PNC Bank, National Association, as collateral agent for the lenders and other financial institutions parties to this Agreement and the Noteholders, as the same may be modified, amended, supplemented or restated from time to time.

“ Existing Debt of the Borrower ”: The Indebtedness of the Borrower and its Subsidiaries as set forth on Schedule 4.10 attached hereto.

“ Expenses ”: As defined in Section 10.5.

“ Federal Funds Effective Rate ”: For any day, the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of the date of this Agreement; provided , that if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Federal Funds Effective Rate” for such all day shall be the Federal Funds Effective Rate for the last day on which such rate was announced.

“ Federal Funds Open Rate ”: For any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed) which is the daily federal funds open rate as quoted by ICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for that day opposite the caption “OPEN” (or on such other substitute Bloomberg Screen that displays such rate), or as set forth on such other recognized electronic source used for the purpose of displaying such rate as selected by the Administrative Agent (an “Alternate Federal Funds Source”) (or if such rate for such day does not appear on the Bloomberg Screen BTMM (or any substitute screen) or on any Alternate Federal Funds Source, or if there shall at any time, for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute screen) or any Alternate Federal Funds Source, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error); provided , that if such day is not a Business Day, the Federal Funds Open Rate for such day shall be the Federal Funds Open Rate on the immediately preceding Business Day. If and when the Federal Funds Open Rate changes, the rate of interest with respect to any Advance to which the Federal Funds Open Rate applies will change automatically without notice to the Borrower, effective on the date of any such change.

“ Financial Statements ”: The financial statements of the Borrower previously furnished to the Administrative Agent, as more fully described on Schedule 1.1(b) attached hereto and incorporated herein by reference.

“ Fixed Charge Coverage Ratio ”: For any period, the ratio of (a) the Borrower’s Consolidated EBITDA for such period to (b) the sum of the Borrower’s (i) current portion of principal on all long-term Indebtedness (excluding the Revolving Credit) determined at the beginning of such period, plus (ii) Consolidated Interest Expense (including interest in respect of the Revolving Credit and discount payable in respect of the Accounts Receivable Securitization) for such period, plus (iii) Consolidated Tax Expense for such period, plus (iv) cash dividends paid by the Borrower to the holders of its Capital Stock during such period.

“ Fronting Fee ”: As defined in Section 2.6(b)(ii).

“ Fronting Lender ”: PNC (or an Affiliate of PNC, if applicable), as the issuer of Letters of Credit under this Agreement.

“ GAAP ”: Generally accepted accounting principles applied in a manner consistent with the most recent audited financial statements of the Borrower prepared as of March 31, 2008 and furnished to the Administrative Agent.

“ Governmental Authority ”: Any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator (to the extent binding on the Borrower or any of its Subsidiaries), in each case whether foreign or domestic.

“ Guarantee(s) ”: Guarantees substantially in the form of Exhibit A attached hereto and incorporated herein by reference.

“ Guarantors ”: Each of Paper Magic Group, Inc., a Pennsylvania corporation, Berwick Delaware, Inc., a Delaware corporation, Berwick Offray LLC, a Pennsylvania limited liability company, Cleo Inc., a Tennessee corporation, Philadelphia Industries, Inc., a Delaware corporation, LLM Holdings, Inc., a Delaware corporation, The Paper Magic Group, Inc., a Delaware corporation, Lion Ribbon Company, Inc., a Delaware corporation and C.R. Gibson, LLC, a Delaware limited liability company, and each Person which executes a Guarantee after the Effective Date.

“ Hazardous Materials ”: Any pollutant, contaminant, hazardous or toxic substance, hazardous material, hazardous waste, hazardous constituent, asbestos or asbestos-containing material, petroleum, including crude oil and any fraction thereof, or other chemicals, substances or materials subject to regulation under any Environmental Law.

“ Hedge Agreement ”: Any contract or agreement providing for any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap, currency swap or any other similar transaction entered into to protect against the risk of fluctuation in interest rates or foreign exchange rates.

“ Indebtedness ”: With respect to any Person, without duplication, (a) all indebtedness of such Person for borrowed money, (b) the deferred purchase price of assets or services which in accordance with GAAP would be shown as a liability on the balance sheet of such Person, (c) the face amount of all outstanding letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder, (d) all Indebtedness of a second Person secured by any Lien on any Property owned by such first Person, whether or not such Indebtedness has been assumed by such first Person, limited to the fair market value of the Property subject to such Lien, (e) all capitalized lease obligations of such Person, (f) all obligations of such Person to pay a specified purchase price for goods or services whether or not delivered or accepted, i.e., take-or-pay and similar obligations, (g) all obligations of such Person under interest rate agreements, (h) without duplication, all contingent obligations of such Person required to be reflected as a liability on the balance sheet of such Person prepared in accordance with GAAP, (i) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments required to be reflected as a liability on the balance sheet of such Person prepared in accordance with GAAP, (j) all obligations of such Person upon which interest charges are customarily paid, and (k) current obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any Capital Stock of such Person (with redeemable preferred stock being valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends); provided, however, that Indebtedness shall not include trade payables, accrued expenses, accrued dividends, deferred compensation, accrued income taxes, deferred income taxes and minority interests in Subsidiaries of such Person.

“ Intercompany Notes ”: As defined in Section 5.15.

“ Intercreditor Agreement ”: The Amended and Restated Intercreditor and Collateral Agency Agreement dated as of October 27, 2004 between the Administrative Agent, the Swing Line Lender, the Fronting Lender, the Lenders and the Noteholders, as the same has been and may hereafter be modified, amended, supplemented or restated.

“ Interest Rate Determination Date ”: With respect to a LIBOR Based Rate Advance, the date which is two (2) Business Days prior to the commencement of the LIBOR Interest Period for such Borrowing.

“ Inventory ”: All of the “inventory” (as that term is defined in of the Uniform Commercial Code as in effect from time to time in the Commonwealth of Pennsylvania) of the Borrower and its Subsidiaries, whether now existing or hereinafter acquired or created.

“ Investments ”: Investments of any Person shall mean (i) any direct or indirect purchase or other acquisition of any Capital Stock, evidence of Indebtedness or other security issued by any other Person, (ii) any loan, advance (other than advance to employees for travel expenses, drawing accounts and similar expenditures extended in the ordinary course and consistent with past practice) or extension of credit (other than accounts receivable created in the ordinary course) to, or contribution to the capital of any other Person, including any guarantee or Indebtedness of any other Person and any joint venture, (iii) any commitment or option to make an investment if, in the case of an option, the consideration therefor exceeds $1,000,000 and (iv) any capital contribution to any other Person; and any of the foregoing shall be considered an Investment whether such investment is acquired by purchase, exchange, issuance of stock or other securities, merger, reorganization or any other method. Notwithstanding the foregoing, non-speculative Hedge Agreements shall not be considered Investments.

“ Knowledge ”: Whenever used in this Agreement, the actual knowledge of any executive officer of the Borrower or of the president of any of the Subsidiaries.

“ L/C Commitment ”: $20,000,000.

“ L/C Fees ”: As defined in Section 2.6(b)(i).

“ Lender(s) ”: The lending institutions listed on Annex I attached hereto and incorporated herein by reference and any assignees thereof in accordance with Section 10.10 hereof.

“ Letter of Credit or Letters of Credit ”: (a) Standby letter or letters of credit, and (b) commercial letter or letters of credit, in each case issued or to be issued by the Fronting Lender for the account of the Borrower pursuant to Section 2.2 herein.

“ Letter of Credit Coverage Requirement ”: With respect to each Letter of Credit at any time, 102% of the maximum amount available to be drawn thereunder at such time (determined without regard to whether any conditions to drawing could be met at such time).

“ Leverage Ratio ”: As of the date of determination, the ratio of Consolidated Funded Debt on such date to Adjusted EBITDA for the four consecutive fiscal quarter period ending on such date.

“ LIBOR Based Rate ”: As defined in Section 2.5(b)(i).

“ LIBOR Based Rate Advance ”: Any Advance on which interest accrues at the LIBOR Based Rate.

“ LIBOR Interest Period ”: As defined in Section 2.5(b)(ii).

“ Lien ”: Other than as expressly excluded in the next sentence, any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and including, but not limited to, the security interest or lien arising from a mortgage, encumbrance, pledge, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. The term “Lien” shall include without limitation, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other title exceptions and encumbrances affecting Property other than Property which is leased by the Borrower or any of its Subsidiaries or for which the Borrower or any of its Subsidiaries has an unexercised option to purchase such Property and other than those which would not materially adversely interfere with the Borrower’s or any of its Subsidiaries’ use of the Property and would not materially detract from the value of the Property. For the purposes of this Agreement, the Borrower and each of its Subsidiaries shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes.

“ Loan Documents ”: This Agreement, the Revolving Credit Notes, the Swing Line Note, the Guarantees, the Security Documents, the Intercreditor Agreement and all agreements, instruments and documents executed and/or delivered in connection herewith or therewith, all as may be amended, supplemented, replaced, restated or superseded from time to time.

“ Losses ”: Of any Person, the losses, liabilities, claims (including those based upon negligence, strict or absolute liability and liability in tort), damages, expenses, obligations, penalties, actions, judgments, Liens, penalties, fines, suits, costs or disbursements of any kind or nature whatsoever (including reasonable fees and expenses of counsel in connection with any Proceeding commenced or threatened, whether or not such Person shall be designated a party thereto) at any time (including following the payment of the Obligations and/or the termination of the Revolving Credit) incurred by, imposed on or asserted against such Person.

“ Majority Lenders ”: The Lenders holding Pro Rata Percentages aggregating more than 66 ² / ₃ % of the total Revolving Credit.

“ Mandatory Loan ”: As defined in Section 2.4(b)(iii)(B).

“ Material Adverse Effect ”: With respect to the Borrower and its Subsidiaries, (a) any material adverse effect (both before and after giving effect to the transactions contemplated by this Agreement and the other Loan Documents) with respect to the business, assets, properties, financial condition, stockholders’ equity, contingent liabilities, prospects, material agreements or results of operations of the Borrower and its Subsidiaries, taken as one enterprise on a consolidated basis, or (b) any fact or circumstance that, singly or in the aggregate with any other fact or circumstance, has a reasonable likelihood of resulting in or leading to (i) a material adverse effect hereunder or under any other Loan Document or the inability of the Lenders to enforce in any material respect their rights purported to be granted hereunder or under any other Loan Document, or (ii) a material adverse effect on the ability of the Borrower and its Subsidiaries taken as a whole on a consolidated basis to effect (including hindering or unduly delaying) the transactions contemplated by this Agreement and the other Loan Documents on the terms contemplated hereby and thereby.

“ Material Subsidiary ”: As of the last day of the immediately preceding fiscal year of the Borrower, any Subsidiary of the Borrower (other than CSS Funding LLC) which either (i) owns five percent (5%) or more of the assets of the Borrower and its consolidated Subsidiaries or (ii) for the immediately preceding fiscal year had net income representing 5% or more of the Consolidated Net Income of the Borrower.

“ Maturity Date ”: November 20, 2011 as the same may be extended pursuant to Section 2.13.

“ Moody’s ”: Moody’s Investors Service, Inc.

“ New Lender Joinder ”: A New Lender Joinder among a proposed Lender, the Administrative Agent and the Borrower substantially in the form of Exhibit H, as amended, supplemented or otherwise modified from time to time.

“ Noteholders ”: The note purchasers from time to time parties to the Note Purchase Agreement.

“ Note Purchase Agreement ”: The Note Purchase Agreement dated as of December 12, 2002 among the Borrower and the Noteholders, as the same has been and may hereafter be modified, amended, supplemented or restated.

“ Note Purchase Documents ”: The Note Purchase Agreement, the notes issued pursuant to the terms thereof and the Intercreditor Agreement.

“ Notes ”: The Revolving Credit Notes and the Swing Line Note.

“ Notice of Borrowing ”: As defined in Section 2.4(b)(ii).

“ Obligations ”: All existing and future liabilities and obligations of every kind or nature at any time owing by the Borrower to any one or more of the Lenders, the Fronting Lender or to the Administrative Agent, whether joint or several, related or unrelated, primary or secondary, matured or contingent, due or to become due, and whether principal, interest, fees or Expenses, including, without limitation, liabilities and obligations in respect of the Revolving Credit, whether related to cash Advances or Letters of Credit (whether drawn or undrawn), and under Hedge Agreements to which any Lender is a party.

“ Offered Amount ”: As defined in Section 2.3(b).

“ Over-Limit Amount ”: As defined in Section 2.3.

“ Outstandings ”: At any time, the sum of the (a) aggregate amount of all cash Advances outstanding hereunder, and (b) face amount of all Letters of Credit and all outstanding Reimbursement Obligations.

“ Permitted Acquisitions ”: As defined in Section 6.2.

“ Permitted Liens ”: As defined in Section 6.3.

“ Person ”: An individual, partnership, corporation, limited liability company, limited liability partnership, trust, unincorporated association or organization, joint venture or any other entity.

“ PNC ”: PNC Bank, National Association.

“ Pricing Leverage Ratio ”: As of the end of each fiscal quarter, the ratio of Average Consolidated Funded Debt determined as of such date to Adjusted EBITDA for the four consecutive fiscal quarter period ending on such date.

“ Prime Rate ”: That rate so designated by the Administrative Agent from time to time as its prime rate of interest, which is not necessarily the lowest or best rate of interest charged by the Administrative Agent.

“ Proposed New Lender ”: As defined in Section 2.3(b).

“ Pro Rata Percentages ”: As defined in Section 2.1(a)(i).

“ Pro Rata Shares ”: As defined in Section 2.1(a)(i).

“ Proceeding ”: Any claim, action, judgment, suit, hearing, governmental investigation, arbitration (to the extent binding on the Borrower or any of its Subsidiaries) or proceeding, including by or before any Governmental Authority.

“ Property ”: Any existing or future interest of the Borrower or any of its Subsidiaries (other than the Bankruptcy Remote Subsidiary) in any existing or future property or asset of any kind or nature, whether real, personal or mixed, or tangible or intangible, now owned or hereafter acquired or created (including without limitation the Capital Stock of any Subsidiary of the Borrower).

“ Published LIBOR Rate ”: The rate of interest published each Business Day in The Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one-month period (or, if no such rate is published therein for any reason, then the Published LIBOR Rate shall be the eurodollar rate for a one-month period as published in another publication determined by the Administrative Agent).

“ Quarterly Compliance Certificate ”: As defined in Section 5.7.

“ Real Property ”: All right, title and interest of the Borrower or any of its Subsidiaries (including any leasehold estate) in and to any parcel of real property owned, leased or operated by the Borrower or any of its Subsidiaries together with, in each case, all improvements and appurtenant fixtures, equipment, personal property, easements and other property and rights incidental to the ownership, lease or operation thereof.

“ Regular Advances ”: Advances other than Swing Line Advances.

“ Regulation D ”: Regulation D of the Board of Governors of the Federal Reserve System, comprising Part 204 of Title 12, Code of Federal Regulations, as amended, and any successor thereto.

“ Regulations ”: As defined in Section 2.12(b).

“ Reimbursement Obligations ”: As defined in Section 2.2(c).

“ Requested Increase ”: As defined in Section 2.3(b).

“ Reserve ”: For any day, that reserve (expressed as a decimal) which is in effect (whether or not actually incurred) with respect to a Lender (or any Affiliate of such Lender if applicable pursuant to Section 2.9(e)) on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor or any other banking authority to which a Lender (or any Affiliate of such Lender if applicable pursuant to Section 2.9(e)) is subject including any board or governmental or administrative agency of the United States or any other jurisdiction to which a Lender (or any Affiliate of such Lender if applicable pursuant to Section 2.9(e)) is subject), for determining the maximum reserve requirement (including without limitation any basic, supplemental, marginal or emergency reserves) for Eurocurrency Liabilities as defined in Regulation D.

“ Reserve Percentage ”: For a Lender (or any Affiliate of such Lender if applicable pursuant to Section 2.9(e)) on any day, that percentage (expressed as a decimal) which is in effect on such day, prescribed by the Board of Governors of the Federal Reserve System (or any successor or any other banking authority to which a Lender (or any Affiliate of such Lender if applicable pursuant to Section 2.9(e)) is subject, including any board or governmental or administrative agency of the United States or any other jurisdiction to which a Lender (or any Affiliate of such Lender if applicable pursuant to Section 2.9(e)) is subject, for determining the maximum reserve requirement (including without limitation any basic, supplemental, marginal or emergency reserves) for (a) deposits of United States dollars or (b) Eurocurrency Liabilities as defined in Regulation D, in each case applicable to a LIBOR Based Rate Advance(s) subject to an Adjusted LIBO Rate. The Adjusted LIBO Rate shall be adjusted automatically on and as of the effective day of any change in the Reserve Percentage.

“ Restricted Subsidiary ”: Any Guarantor and any other Material Subsidiary which is not by name included in the definition of “Guarantors” hereunder and any other Material Subsidiary which does not, as permitted by Section 5.12(b), become a Guarantor after the date hereof, or as provided by Section 5.12(c), is released as a Guarantor after the date hereof.

“ Revolving Credit ”: As defined in Section 2.1.

“ Revolving Credit Notes ”: As defined in Section 2.1(c)(i).

“ S&P ”: Standard & Poor’s Corporation, a division of The McGraw-Hill Companies, Inc.

“ Securities Act ”: The Securities Act of 1933, as amended, together with all rules and regulations promulgated in connection therewith.

“ Security Documents ”: Collectively, the Existing Pledge Agreement and the Additional Pledge Agreement.

“ Subsidiary ”: With respect to any Person at any time, (a) any corporation more than fifty (50%) percent of whose voting stock is legally and beneficially owned by such Person or owned by a corporation more than fifty (50%) percent of whose voting stock is legally and beneficially owned by such Person; (b) any trust of which a majority of the beneficial interest is at such time owned directly or indirectly, beneficially or of record, by such Person or one or more Subsidiaries of such Person; and (c) any partnership, joint venture or other entity of which ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at such time owned directly or indirectly, beneficially or of record, by, or which is otherwise controlled directly, indirectly or through one or more intermediaries by, such Person or one or more Subsidiaries of such Person.

“ Swing Line Advances ”: Advances under the Swing Line Commitment made by the Swing Line Lender to the Borrower pursuant to Section 2.1(b).

“ Swing Line Commitment ”: The amount set forth opposite the Swing Line Lender’s name on Annex I attached hereto directly below the column entitled “Swing Line Commitment”, as the same may be reduced from time to time pursuant to Section 8.

“ Swing Line Lender ”: PNC, in its capacity as such, and its permitted successors and assigns in such capacity.

“ Swing Line Note ”: As defined in Section 2.1(c)(ii).

“ Taxes ”: As defined in Section 2.12(a)

“ Transferee ”: As defined in Section 10.10(d).

“ USA Patriot Act ”: The Uniting Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“ Withholding Certificate ”: As defined in Section 2.12(b).

1.2 Accounting Principles . Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, this shall be done in accordance with GAAP, to the extent applicable, except where such principles are inconsistent with the requirements of this Agreement.

SECTION 2. THE LOAN.

2.1 Revolving Line of Credit . Subject to the terms and conditions of this Agreement, the Lenders hereby establish for the benefit of the Borrower a revolving line of credit (collectively, the “Revolving Credit”) which shall include Advances extended by the Lenders to or for the benefit of the Borrower from time to time hereunder, in aggregate principal amount at any time outstanding, not to exceed the then Available Commitment in effect from time to time.

(a) (i) Each Lender agrees severally to make Regular Advances to the Borrower as a part of the Revolving Credit, subject to the terms of this Agreement, up to the lesser of the amounts (the “Pro Rata Shares”) or percentages (the “Pro Rata Percentages”) of the Revolving Credit opposite its name on Annex I attached hereto and incorporated herein by reference.

(ii) Regular Advances under the Revolving Credit (A) shall be made at any time and from time to time on and after the Effective Date and prior to the Maturity Date, (B) may be made as Alternate Base Rate Advances or, at the Borrower’s option and subject to the terms hereof, as LIBOR Based Rate Advances or, at the Borrower’s option and subject to the terms hereof, as Letters of Credit; provided that all Advances made by all of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Advances of the same type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, when aggregated with a Lender’s Pro Rata Percentage of other Advances then outstanding, exceed for such Lender, at any time outstanding, the Pro Rata Share of such Lender, at such time and (E) shall not be made if, at the time the requested Advance is to be made, the aggregate Outstandings, after giving effect to the Advance requested by the relevant Notice of Borrowing, would exceed the Available Commitment in effect at such time.

(iii) The failure of any Lender to perform its obligations hereunder shall not relieve any other Lender of its obligations hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Advance required to be made by such other Lender). Each Advance shall be made in accordance with the procedures set forth in Section 2.4.

(b) (i) The Swing Line Lender may, in its sole and absolute discretion, make Swing Line Advances to the Borrower as a part of the Revolving Credit, subject to the terms of this Agreement, up to the Swing Line Commitment.

(ii) Swing Line Advances under the Revolving Credit (A) shall be made at any time and from time to time on and after the Effective Date and prior to the Maturity Date, (B) shall be made only in cash and as Alternate Base Rate Advances and shall not be entitled to be converted into LIBOR Based Rate Advances so long as they remain Swing Line Advances, (C) shall be repaid on the earlier of (x) the Maturity Date or (y) the seventh day after the date such Swing Line Advance was made and may be reborrowed in accordance with the provisions hereof, (D) shall not be made if the aggregate principal amount of Swing Line Advances and the Swing Line Lender’s Pro Rata Percentage of all other Advances then outstanding, after giving effect to the Swing Line Advance requested by the relevant Notice of Borrowing, would exceed the Swing Line Lender’s Pro Rata Share and (E) shall not be made if the aggregate principal amount of Swing Line Advances and all other Advances then outstanding, after giving effect to the Swing Line Advance requested by the relevant Notice of Borrowing, would exceed the Available Commitment in effect at such time. In no event shall the aggregate principal amount of Swing Line Advances outstanding at any time exceed the Swing Line Commitment.

(c) (i) At Closing, the Borrower shall execute and deliver its promissory note to each Lender in the principal amount of such Lender’s Pro Rata Share, each in the form attached hereto as Exhibit B-1 (as amended, replaced, restated or superseded from time to time, collectively the “Revolving Credit Notes”) to evidence their unconditional obligation to repay each Lender for all Advances made under the Revolving Credit, with interest as herein and therein provided. Each Advance under the Revolving Credit shall be deemed evidenced by the Revolving Credit Notes, which are deemed incorporated herein by reference and made a part hereof.

(ii) At Closing, the Borrower shall execute and deliver its promissory note to the Swing Line Lender in the principal amount of the Swing Line Commitment, in the form attached hereto as Exhibit B-2 (as amended, replaced, restated or superseded from time to time, the “Swing Line Note”) to evidence their unconditional obligation to repay the Swing Line Lender for all Swing Line Advances made under the Revolving Credit, with interest as herein and therein provided. Each Swing Line Advance under the Revolving Credit shall be deemed evidenced by the Swing Line Note, which is deemed incorporated herein by reference and made a part hereof.

(d) The term of the Revolving Credit shall expire on the Maturity Date unless earlier terminated in accordance with the terms hereof. On such date, unless having been sooner accelerated by the Administrative Agent pursuant to the terms hereof, the Revolving Credit shall be terminated and all of the Obligations shall be due and payable in full, and as of which date, no further Advances shall be available from the Lenders.

(e) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Advance that such Lender will not make available to the Administrative Agent such Lender’s pro rata portion of such Advance, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such borrowing in accordance with this subsection and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower (without prejudice to the Borrower’s rights against such Lender) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Advance comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate, provided , that , if such Lender shall not pay such amount within three (3) Business Days of such Advance, the interest rate on such overdue amount shall, at the expiration of such three-Business Day period, be the rate per annum applicable to the Advance comprising such Borrowing. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement.

2.2 Letters of Credit .

(a) As part of the Revolving Credit and subject to its terms and conditions and the customary terms, conditions and procedures of the Fronting Lender, the Fronting Lender, shall, at the request of the Administrative Agent and on behalf of and for the benefit of the Lenders, make available to the Borrower (either for its own account or, at the Borrower’s request, as a co-applicant with any of the Restricted Subsidiaries, each of which is authorized to request the issuance of a Letter of Credit) Letters of Credit which shall not exceed, in the aggregate at any one time outstanding, the L/C Commitment. All Letters of Credit issued under the Revolving Credit shall reduce dollar for dollar the amount available to be borrowed by the Borrower under the Available Commitment. No standby Letter of Credit shall be issued with an expiry date later than the earlier of: (i) one (1) year from the date of issuance and (ii) except as provided in Section 2.2(h), the Maturity Date. No commercial Letter of Credit shall be issued with an expiry date later than the earlier of: (i) one hundred twenty (120) days from the date of issuance and (ii) except as provided in Section 2.2(h), the Maturity Date. The Borrower shall, and shall cause any Restricted Subsidiary which is a co-applicant as to any Letter of Credit to, execute and deliver to the Fronting Lender all letter of credit agreements and other documents, instruments and agreements customarily required by the Fronting Lender for such purposes. All such documents, instruments and agreements shall be in form and substance satisfactory to the Fronting Lender. The Existing Letters of Credit shall be deemed to have been issued pursuant to this Agreement and shall be Letters of Credit for all purposes hereunder.

(b) Immediately upon the issuance of any Letter of Credit, the Fronting Lender is deemed to have granted to each Lender, and each Lender is hereby deemed to have irrevocably acquired, an individual participating interest (without recourse or warranty), in accordance with each Lender’s respective Pro Rata Percentage, in all of the Fronting Lender’s rights and liabilities with respect to such Letter of Credit. Each Lender shall be directly, irrevocably and unconditionally obligated to the Fronting Lender, according to its Pro Rata Percentage, to reimburse the Fronting Lender for any draws made at any time without regard to the occurrence of a Default or Event of Default (including without limitation, following the commencement of any bankruptcy, reorganization, receivership, liquidation or dissolution proceeding with respect to the Borrower) under any Letter of Credit outstanding under the L/C Commitment not immediately reimbursed by the Borrower.

(c) In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Fronting Lender shall promptly notify the Borrower and the Borrower shall immediately reimburse the Fronting Lender on the day when such drawing is honored, by either a cash payment by the Borrower, or in the absence of such payment by the Borrower, by the Lenders automatically making, or having been deemed to have made, (without further request or approval of the Borrower) a cash Advance under the Revolving Credit on such date which shall accrue interest at the Alternate Base Rate. All Advances which constitute a reimbursement for a draw under a Letter of Credit shall be shared by the Lenders in accordance with their respective Pro Rata Percentages. If, for any reason, proceeds of Advances are not received by the Fronting Lender on the date a drawing under a Letter of Credit is honored in an amount equal to the amount of such drawing, the Borrower shall reimburse the Fronting Lender, on the Business Day immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such proceeds, if any, that are so received, plus accrued interest on such amount at the Alternate Base Rate. The Borrower’s reimbursement obligation for draws under Letters of Credit along with their obligation to pay L/C Fees and Fronting Fees shall herein be referred to collectively as the Borrower’s “Reimbursement Obligations”. All of the Borrower’s Reimbursement Obligations hereunder with respect to Letters of Credit shall apply unconditionally and absolutely to, and shall be joint and several with respect to, Letters of Credit issued hereunder on behalf of the Borrower, as a co-applicant with any of the Restricted Subsidiaries as if such Letters of Credit had been issued for the account of the Borrower alone and the term “Reimbursement Obligations” as used throughout this Agreement and the other Loan Documents shall be deemed to include the Borrower’s Reimbursement Obligations and its obligation to pay L/C Fees and Fronting Fees with respect to all such Letters of Credit.

(d) (i) In the event that the Borrower shall fail to reimburse the Fronting Lender as provided in Section 2.2(c) in an amount equal to the amount of the drawing honored by the Fronting Lender under a Letter of Credit, the Fronting Lender shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender’s participation therein based on such Lender’s Pro Rata Percentage. Each Lender shall make available to the Fronting Lender an amount equal to its respective participation in same day funds, at the office of the Fronting Lender specified in such notice, not later than 1:00 p.m. (Philadelphia time) on the Business Day after the date notified by the Fronting Lender. In the event that any Lender fails to make available to such Fronting Lender the amount of such Lender’s participation based on such Lender’s Pro Rata Percentage in such Letter of Credit, as provided in this Section 2.2(d), the Fronting Lender shall be entitled to recover such amount on demand from such Lender together with interest at the overnight Federal Funds Effective Rate for the first three (3) days and at the Alternate Base Rate for each day thereafter. The Fronting Lender shall distribute to each other Lender which has paid all amounts payable by it under this Section 2.2(d) with respect to any Letter of Credit, such other Lender’s share, based on such Lender’s Pro Rata Percentage, of all payments received by the Fronting Lender from the Borrower in reimbursement of drawings honored by the Fronting Lender under such Letter of Credit, when such payments are received. Nothing in this Section 2.2(d) shall be deemed to relieve any Lender from its obligation to pay all amounts payable by it under this Section 2.2(d) with respect to any Letter of Credit issued by the Fronting Lender or to prejudice any rights that the Borrower or any other Lender may have against a Lender as a result of any default by such Lender hereunder and no Lender shall be responsible for the failure of any other Lender to pay its respective participation, based on its Pro Rata Percentage, payable under this Section 2.2(d).

(ii) In connection with the failure of any Lender to make available to the Fronting Lender the amount of such Lender’s participation in any Letter of Credit, such Lender hereby agrees to protect, indemnify, and save the Fronting Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including, without limitation, reasonable attorneys’ fees, allocated costs of internal counsel and the costs (including judgments) in connection with any related litigation) which the Fronting Lender may incur or be subject to as a consequence, direct or indirect, of the failure of such Lender to make available its participation in such Letter of Credit.

Notwithstanding anything to the contrary contained in this Section 2.2(d), each Lender providing its participation in any Letter of Credit shall have no obligation to indemnify the Fronting Lender in respect of any liability incurred by the Fronting Lender arising solely out of the gross negligence or willful misconduct of the Fronting Lender.

(e) The obligation of the Borrower to reimburse the Fronting Lender for drawings made under the Letters of Credit and the obligations of the Lenders to the Fronting Lender under Section 2.2(d) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances including, without limitation, the following circumstances:

(i) any lack of validity or enforceability of any Letter of Credit;

(ii) the existence of any claim, setoff, defense or other right that the Borrower or any Affiliate of the Borrower or any other Person may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such beneficiary or transferee may be acting), the Fronting Lender, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction;

(iii) any draft, demand, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;

(iv) payment by the Fronting Lender under any Letter of Credit against presentation of a demand, draft or certificate or other document that does not comply with the terms of such Letter of Credit unless the Fronting Lender shall have acted in the absence of good faith or with willful misconduct or gross negligence in issuing such payment; or

(v) the fact that a Default or Event of Default shall have occurred and be continuing.

(f) If by reason of (i) any change after the Effective Date in applicable law, regulation, rule, decree or regulatory requirement or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement or (ii) compliance by the Fronting Lender or any Lender with any direction, reasonable request or requirement (whether or not having the force of law) of any governmental or monetary authority including, without limitation, Regulation D:

(A) the Fronting Lender or any Lender shall be subject to any tax or other levy or charge of any nature or to any variation thereof (except for changes in the rate of any tax on the net income of the Fronting Lender or any Lender or its applicable lending office) or to any penalty with respect to the maintenance or fulfillment of its obligations under this Section 2.2, whether directly or by such being imposed on or suffered by the Fronting Lender or any Lender;

(B) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letter of Credit issued by the Fronting Lender or participations therein purchased by any Lender; or

(C) there shall be imposed on the Fronting Lender or any Lender any other condition regarding this Section 2.2, any Letter of Credit or any participation therein;

and the result of the foregoing is to directly or indirectly increase the cost to the Fronting Lender or any Lender of issuing, creating, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by the Fronting Lender or any Lender, then and in any such case the Fronting Lender or such Lender shall, within 90 days after the additional cost is incurred or the amount received is reduced, notify the Borrower and the Borrower shall pay on demand such amounts as may be necessary to compensate the Fronting Lender or such Lender on an after-tax basis for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate per annum equal at all times to the Alternate Base Rate. A certificate signed by an officer of the Lender as to the amount of such increased cost or reduced receipt showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower and the Administrative Agent by the Fronting Lender or any Lender, as the case may be, shall, except for manifest error, be final, conclusive and binding for all purposes.

(g) In addition to amounts payable as elsewhere provided in this Section 2.2, without duplication, the Borrower hereby agrees to protect, indemnify, pay and save the Fronting Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees and reasonable allocated costs of internal counsel) which the Fronting Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of the Letters of Credit or (ii) the failure of the Fronting Lender to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions herein called “Government Acts”).

As between the Borrower and the Fronting Lender, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by the Fronting Lender by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Fronting Lender shall not be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they are in cipher, unless any of the foregoing are caused by the Fronting Lender’s gross negligence or willful misconduct; (v) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof, unless caused by the Fronting Lender’s gross negligence or willful misconduct; (vii) for the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Fronting Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of any of the Fronting Lender’s rights or powers hereunder.

In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Fronting Lender in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith, shall not create any liability on the part of the Fronting Lender to the Borrower.

Notwithstanding anything to the contrary contained in this Section 2.2(g), the Borrower shall have no obligation to indemnify the Fronting Lender in respect of any liability incurred by the Fronting Lender arising solely out of the gross negligence or willful misconduct of the Fronting Lender.

(h) If the expiration date for any Letter of Credit requested by the Borrower to be issued, or extended or renewed, pursuant to Section 2.2(a) is later than the Maturity Date, the Fronting Lender may nonetheless issue, or extend or renew, such Letter of Credit notwithstanding that such expiration date is later than the Maturity Date, provided that Borrower shall on or before five (5) days prior to the Maturity Date deposit with the Administrative Agent as security for the Obligations, cash in an amount equal to the Letter of Credit Coverage Requirement with respect to each such Letter of Credit which remains outstanding on such date, which cash shall be deposited with, pledged to and held by the Administrative Agent for the benefit of the Lenders in the same manner as provided in Section 8.2(c).

2.3 Voluntary Reduction or Increase of Commitment .

(a) The Borrower may, at any time, without premium or penalty, permanently reduce the Available Commitment then available. The exercise of the foregoing option shall be evidenced by the Borrower giving the Administrative Agent written notice of the Borrower’s election to do so (as evidenced for the purposes of this Section by a written acknowledgment of receipt executed by such officer of the Administrative Agent as the Administrative Agent may designate to the Borrower in writing) of such reduction request. Such notice shall be irrevocable and shall specify the extent to which the reduction should be applied to the Available Commitment, the date upon which such reduction shall be effective (which effective date shall be a Business Day and shall be no less than 5 days after receipt of such notice by the Administrative Agent) and the amount thereof, which shall be in integral multiples of $1,000,000. In the event of such a reduction in the Available Commitment, Advances in an aggregate outstanding principal amount that is in excess of the Available Commitment, as so reduced (the “Over-Limit Amount”), shall be simultaneously paid on the effective date of such reduction, with interest accrued on the amount so paid or prepaid to the date of such reduction. On the effective date of such reduction, the Borrower shall cash collateralize Letters of Credit, on terms satisfactory to the Administrative Agent, in the amount, if any, by which the Over-Limit Amount exceeds the amount of non-Letter of Credit Advances then outstanding and shall execute such documents, instruments and agreements as the Administrative Agent shall deem necessary to perfect a security interest in such cash collateral. A reduction in the Available Commitment shall reduce each Lender’s Pro Rata Share in accordance with its respective Pro Rata Percentage.

(b) The Borrower may at any time and from time to time, subject to clause (d) of this Section 2.3, request an increase in the Available Commitment of the Lenders by sending a written notice thereof from the Borrower to the Administrative Agent. Such notice shall specify the total amount of the increase requested by the Borrower (the “Requested Increase”), which amount shall be at least $10,000,000 and not exceed $50,000,000. The Administrative Agent shall notify each Lender of the Requested Increase upon receipt of the Borrower’s notice thereof. Each Lender shall respond in writing to the Borrower (with a copy simultaneously sent to the Administrative Agent), within thirty (30) days of receipt of notice from the Administrative Agent of a Requested Increase (or such shorter period as the Administrative Agent and the Borrower shall agree), stating the maximum amount, if any, by which such Lender is willing to increase its Pro Rata Share (the “Offered Amount”). If the total of the Offered Amount for all of the Lenders is greater than the Requested Increase, the Requested Increase shall be allocated among the offering Lenders as the Borrower and the Administrative Agent shall agree or, absent any such agreement, pro rata based on each Lender’s then existing Pro Rata Percentage. Any Lender that increases its Pro Rata Share shall execute and deliver a Commitment and Acceptance. If the total of the Offered Amount for all the Lenders is equal to or less than the Requested Increase, (x) unless the Borrower and Administrative Agent shall otherwise agree, each Lender’s Pro Rata Share shall increase by its Offered Amount and (y) the Borrower may offer the difference, if any, between the Requested Increase and the

amount of the increase in the Pro Rata Shares pursuant to clause (x) above to one or more new lenders reasonably acceptable to the Administrative Agent (each, a “Proposed New Lender”). If the Borrower requests that a Proposed New Lender join this Agreement and provide Advances hereunder, the Borrower shall, at least seven (7) days prior to the date (or such other period as the Administrative Agent and the Borrower shall agree) on which the Proposed New Lender proposes to join the Agreement, notify the Administrative Agent of the name of the Proposed New Lender and the amount of its proposed Pro Rata Share and deliver a duly completed New Lender Joinder with respect to such Proposed New Lender. Upon the consent of the Administrative Agent to a Proposed New Lender joining this Agreement, which consent shall not be unreasonably withheld, such Proposed New Lender shall join this Agreement pursuant to the provisions of Section 10.10(e), including that its minimum Pro Rata Share be $5,000,000 or such lesser amount as the Administrative Agent shall agree. The Borrower may make multiple requests for Requested Increases during the period from the Effective Date to the Maturity Date provided , that the Available Commitment shall not be increased pursuant to such requests by more than $50,000,000 in the aggregate.

(c) Following any increase in the Available Commitment pursuant to clause (b) of this Section 2.3, the Administrative Agent shall send to the Lenders and the Borrower a revised Annex I setting forth the new Pro Rata Shares and Pro Rata Percentages of the Lenders. Such revised Annex I shall replace the existing Annex I if no Lender objects thereto within 10 days of its receipt thereof.

(d) Notwithstanding anything to the contrary in this Section 2.3, (i) the Borrower may not request an increase in the Available Commitment if at the time of such request a Default or Event of Default shall exist and (ii) no increase in the Available Commitment (including by way of addition of a Proposed New Lender) shall become effective if on the date that such increase would become effective, a Default or Event of Default shall exist.

2.4 Advances, Conversions, Renewals and Payments .

(a) Except to the extent otherwise set forth in this Agreement, all payments of principal and of interest on the Revolving Credit, the Available Commitment Fee, the L/C Fees, all other charges, Expenses and any other Obligations of the Borrower hereunder, shall be made to the Administrative Agent at its main Philadelphia banking office, 1600 Market Street, Philadelphia, Pennsylvania (or such other office as may be designated by the Administrative Agent to the Borrower in writing), in immediately available funds in lawful money of the United States of America. The Administrative Agent shall have the unconditional right and discretion to charge the Borrower’s operating account with the Administrative Agent (or any of the Borrower’s Subsidiaries’ operating account with the Administrative Agent, if so directed by the Borrower or if an Event of Default has occurred hereunder) for all of the Borrower’s Obligations as they become due from time to time under this Agreement, including without limitation, interest, principal, fees and reimbursement of Expenses.

(b) (i) Advances (except Letters of Credit) which may be made by the Lenders from time to time under the Revolving Credit shall be made available by crediting such proceeds to the Borrower’s operating account with the Administrative Agent or to such other Persons or accounts as may be specified by the Borrower to the Administrative Agent in writing.

(ii) All Regular Advances (except Letters of Credit) requested by the Borrower must be in the minimum amount of (A) $2,000,000 (unless the Swing Line Lender shall refuse to, or is unable, to make a Swing Line Advance for a lesser amount in which case such minimum amount shall be $500,000) and integral multiples of $100,000 in excess of such amount for Alternate Base Rate Advances (unless otherwise agreed by the Administrative Agent in its sole and absolute discretion) and (B) $5,000,000 and integral multiples of $100,000 in excess of such amount for LIBOR Based Rate Advances. All Swing Line Advances must be in the minimum amount of $50,000 and in integral multiples of $10,000. All Advances must be requested:

(A) For all Alternate Base Rate Advances (other than Swing Line Advances) by eleven o’clock (11:00) A.M., Philadelphia time, on the date such Advance is to be made;

(B) For all Swing Line Advances by two o’clock (2:00) P.M., Philadelphia time, on the date such Swing Line Advance is to be made; and

(C) For all LIBOR Based Rate Advances or any Letter of Credit, by ten o’clock (10:00) A.M., Philadelphia time, at least three (3) Business Days before such Advance is to be made.

All requests for an Advance are to be made by telephone immediately confirmed in writing by letter, facsimile or telex in the form attached hereto as Exhibit C and made a part hereof (“Notice of Borrowing”) which form is to be executed by an Authorized Officer. Such request may be sent by telecopy or facsimile transmission provided that receipt of such request shall not be effective unless confirmed via telephone by the Administrative Agent. Once made, Advance requests are irrevocable. Each request must indicate the amount of such Advance, the date of such Advance, and whether or not the requested Advance is a LIBOR Based Rate Advance or an Alternate Base Rate Advance or a conversion or renewal of an existing Advance, and in the case of a LIBOR Based Rate Advance, must specify the applicable LIBOR Interest Period. Upon receiving a request for an Advance in accordance with this subparagraph (ii) on the date of such request, the Administrative Agent shall promptly notify all Lenders of the request.

(iii) (A) Each Lender shall advance its applicable Pro Rata Percentage of a requested Regular Advance (and in the case of a Swing Line Advance, the Swing Line Lender shall advance the amount of the requested Swing Line Advance) to the Administrative Agent by remitting federal funds immediately available to the Administrative Agent pursuant to the Administrative Agent’s instructions prior to three o’clock (3:00) p.m. Philadelphia time on the date of the Advance. Subject to the satisfaction of the terms and conditions hereof and receipt by the Administrative Agent of all required funds from the other Lenders, the Administrative Agent shall make the requested Advance available to the Borrower by crediting such amount to such account as the Borrower has advised the Administrative Agent as soon as is reasonably practicable thereafter on the day the requested Advance is to be made.

(B) (1) The Swing Line Lender shall, so long as and to the extent that amounts are available to be borrowed under the Available Commitment (whether or not any conditions precedent thereto can be or are met) and to the extent any Swing Line Advances are not repaid by the Borrower with its own funds, require each other Lender, and each other Lender hereby agrees, subject to this Section 2.4(b)(iii)(B), on such date (which shall be a Business Day) as designated by the Swing Line Lender in writing to the Borrower and the other Lenders, to make a Regular Advance, which shall be an Alternate Base Rate Advance, in an amount equal to such Lender’s Pro Rata Percentage of the amount of the Swing Line Advances specified in such notice (each a “Mandatory Loan”). If Alternate Base Rate Advances are made by the Lenders other than the Swing Line Lender under the immediately preceding sentence, each such Lender shall make the amount of its Regular Advance available to the Administrative Agent, in same day funds, at the Administrative Agent’s office, not later than 2:00 p.m. (Philadelphia time) on the Business Day next succeeding the date such notice is given. The conversion of Swing Line Advances to Regular Advances will not require the Borrower to comply with the conditions set forth in Section 3 hereof or the notice requirements of Section 2.4(b) hereof or require any other action on the part of the Borrower. The proceeds of such Regular Advances shall be immediately delivered to the Swing Line Lender (and not to the Borrower) and applied to repay the outstanding Swing Line Advances. On the day such Regular Advances are made, the Swing Line Lender’s Swing Line Advances shall be deemed to be paid with the proceeds of a Regular Advance made by the Lenders and such portion of the Swing Line Advances deemed to be so paid shall no longer be outstanding as Swing Line Advances, shall no longer be due under the Swing Line Note and shall be due under the respective Revolving Credit Notes issued to the Lenders to the extent of each Lender’s Pro Rata Share. If any portion of any such amount paid to the Swing Line Lender should be recovered by or on behalf of the Borrower from the Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all of the Lenders in the manner contemplated by Section 9.7 hereof. Each Lender’s obligation to make the Regular Advances referred to in this paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) the occurrence of any Material Adverse Effect with respect to the Borrower and its Subsidiaries; (iv) any breach of this Agreement or any of the other Loan Documents by the Borrower or any of its Subsidiaries or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(2) In the event that any Mandatory Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Loan would otherwise have occurred, but adjusted for any principal payments received by the Swing Line Lender relating to the Swing Line Advance from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender, such participations in the outstanding Swing Line Advances as shall be necessary to cause such Lenders to share in such Swing Line Advances ratably based upon their respective Pro Rata Percentages; provided, however, that (x) all interest payable on the Swing Line Advances shall be for the account of the Swing Line Lender until the date as of which the respective participation required to be purchased is paid and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day in which the Mandatory Loan would otherwise have occurred to but excluding the date of payment for such participation, at a rate per annum equal to (I) the overnight Federal Funds Effective Rate for the first three (3) days and (II) at the Alternate Base Rate for each day thereafter.

(3) A copy of each notice given by the Swing Line Lender to the Lenders pursuant to Section 2.4(b)(iii)(B)(1) shall be promptly delivered by the Swing Line Lender to the Administrative Agent and the Borrower. Upon the making of a Regular Advance by a Lender pursuant to this Section 2.4(b)(iii)(B), the amount so funded shall become due under such Lender’s Revolving Credit Note and shall no longer be owed under the Swing Line Note.

(C) Neither the Administrative Agent nor any other Lender shall be obligated, for any reason whatsoever, to advance the share of any other Lender (including, any Lender’s share of funding obligations with respect to Letters of Credit). If such corresponding amount is not made available to the Administrative Agent by such Lender on the date the Advance is made and the Administrative Agent elects (at its sole and absolute discretion, without any obligation to do so) to make such Lender’s share of the Advance available to the Borrower, the Administrative Agent shall be entitled to recover such amount on demand from such Lender, or from the Borrower, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower and ending on (but excluding) the date the Administrative Agent recovers such amount, at a rate per annum equal to the Federal Funds Effective Rate, for each such day (or, if such day is not a Business Day, for the next preceding Business Day). The Administrative Agent shall also be entitled to recover any and all losses and damages (including without limitation, reasonable attorneys’ fees and costs) from any Lender failing to so advance upon demand of the Administrative Agent. The Administrative Agent may set off the obligations of a Lender under this paragraph against any distributions or payments of the Obligations which the Administrative Agent would otherwise make available to such Lender. To the extent any Lender fails to provide its respective Pro Rata Percentage of any requested Advance, such Lender’s Pro Rata Percentage of all payments of the Obligations shall decrease to reflect the actual percentage which its actual outstanding Advances bears to the total outstanding Advances of all Lenders.

2.5 Interest . The unpaid principal balance of the Revolving Credit shall bear interest, subject to the terms hereof, on one of the two bases selected by the Borrower from among the borrowing options set forth below, it being understood that subject to the provisions hereof, the Borrower may select different options to apply simultaneously to different parts of the outstanding Revolving Credit.

(a)  Alternate Base Rate Option . Interest on the outstanding Alternate Base Rate Advances under the Revolving Credit will accrue at the rate equal to the sum of (A) the Alternate Base Rate plus (B) the Applicable Base Rate Margin. Interest on all Alternate Base Rate Advances shall be payable quarterly, in arrears, on the first day of each January, April, July and October beginning on January 1, 2009.

(b)  LIBO Rate Option .

(i) Interest on the outstanding LIBOR Based Rate Advances under the Revolving Credit shall accrue at the rate (the “LIBOR Based Rate”) equal to the sum of (A) the Adjusted LIBO Rate as determined by the Administrative Agent on the Interest Rate Determination Date plus (B) the Applicable LIBO Rate Margin.

(ii) Those portions of the Revolving Credit subject to this option shall be selected and outstanding for either a one (1) month, two (2) month, three (3) month, or six (6) month period from the date such LIBOR Based Rate Advance is made or renewed or an Advance is converted to a LIBOR Based Rate Advance (“LIBOR Interest Period”) and must be repaid in full on the last day of such applicable period with all accrued and unpaid interest thereon. Interest shall also be due and payable, for LIBOR Based Rate Advances having a LIBOR Interest Period of three (3) months or greater, on each date occurring at three-month intervals after the first day of such LIBOR Based Rate Advance Period. No LIBOR Interest Period may end after the Maturity Date. Subject to all of the terms and conditions applicable to a request for a new Advance which the Borrower desires to select as a LIBOR Based Rate Advance, the Borrower may convert any Advance to a LIBOR Based Rate Advance or extend a LIBOR Based Rate Advance as of the last day of the LIBOR Interest Period to a new LIBOR Based Rate Advance.

(iii) No more than seven (7) portions (tranches) of principal of LIBOR Based Rate Advances may be outstanding at any one time.

(iv) The initial LIBOR Interest Period for any Borrowing of LIBOR Based Rate Advances shall commence on the date of such Borrowing (including the date of any conversion from a Borrowing of an Alternate Base Rate Advance) and each LIBOR Interest Period occurring thereafter (including continuations thereof) in respect of such Borrowing shall commence on the date on which the next preceding LIBOR Interest Period expires.

(v) If any LIBOR Interest Period relating to a Borrowing of LIBOR Based Rate Advances begins on a date for which there is no numerically corresponding date in the calendar month in which such LIBOR Interest Period ends, such LIBOR Interest Period shall end on the last Business Day of such calendar month.

(vi) If any LIBOR Interest Period would otherwise expire on a day which is not a Business Day, such LIBOR Interest Period shall expire on the next succeeding Business Day; provided that if any LIBOR Interest Period in respect of a LIBOR Based Rate Advance would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such LIBOR Interest Period shall expire on the next preceding Business Day.

(c)  Calculation of Interest . Interest shall be calculated on the basis of a 360 day year (or a year of 365 or 366 days, as the case may be, in the case of all Advances based on the Prime Rate) and charged on the actual days elapsed.

(d)  Failure to Specify Rate . All Advances for which an interest rate option is not specifically designated by the Borrower, pursuant to the terms hereof, or not requested in conformity with the terms hereof, shall be Alternate Base Rate Advances.

(e)  Default Rate . After the occurrence and during the continuance of an Event of Default hereunder, the per annum effective rate of interest on all Advances may, in the discretion of the Administrative Agent or at the direction of the Majority Lenders, be increased (and shall be automatically so increased if the Event of Default is a payment default) by two (2%) percentage points and may be applied retroactively to the date of the occurrence of such Event of Default. Upon an acceleration of the obligations by the Administrative Agent and/or the Lenders hereunder, the Administrative Agent may (and shall, at the direction of the Majority Lenders), automatically and without prior notice to the Borrower, convert each LIBOR Based Rate Advance to an Alternate Base Rate Advance. The Administrative Agent will subsequently give notice to the Borrower of such conversion.

(f)  Continuation of Interest Charges . All rates of interest charged on Advances under the Revolving Credit shall, until such Advances are paid, continue to accrue at the applicable contract rate provided in this Agreement and be paid even after the occurrence of any Default or Event of Default, or after maturity, acceleration, recovery of judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar.

(g)  Applicable Interest Limitations . In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines the Lenders have charged or received interest hereunder in excess of the highest applicable rate, the Lenders shall apply and set off such excess interest received by the Lenders against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

2.6 Fees .

(a) So long as the Revolving Credit is outstanding and has not been terminated, the Borrower shall unconditionally pay to the Administrative Agent, for the ratable benefit of the Lenders, a non-refundable fee (the “Available Commitment Fee”) at a rate per annum equal to the Applicable Available Commitment Fee Percentage from time to time in effect on the average daily unused amount of the Available Commitment (giving effect to any reductions or increases therein) of such Lender during the preceding quarter (or shorter period commencing with the date hereof or ending with the Maturity Date or any date on which the Available Commitment of such Lender shall be terminated). All Available Commitment Fees shall be computed and paid on a quarterly basis in arrears on the first day of each January, April, July and October, beginning on January 1, 2009, in each case for the actual number of days elapsed over a year of 360 days. The Available Commitment Fee due to each Lender shall commence to accrue on the date hereof, and shall cease to accrue on the Maturity Date and the termination of the Available Commitment of such Lender as provided herein. Solely for the purposes of calculating the distributive share of the Available Commitment Fee to be remitted to each Lender, the daily unused Available Commitment shall be determined (the “Fee Determination”) as if no Swing Line Advances were outstanding during such period and the share of such fee owing to the Swing Line Lender shall be reduced to the extent necessary for each Lender (other than the Swing Line Lender) to receive its share of such fee based on such Fee Determination.

(b) (i) The Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders, non-refundable letter of credit fees equal to (A) one quarter of one (.25%) percent of the face amount of each commercial letter of credit, which shall be paid upon negotiation of the letter of credit and (B) for each day, the Applicable LIBO Rate Margin multiplied by the aggregate undrawn face amount of the outstanding standby letters of credit (collectively, the “L/C Fees”) which shall be computed and paid on a quarterly basis, in arrears, on the first day of each January, April, July and October, beginning on January 1, 2009, in each case for the actual number of days elapsed over a 360 day year.

(ii) In addition to the foregoing, the Borrower shall pay to the Fronting Lender, for its own account, (A) a fee (the “Fronting Fee”) equal to one eighth of one (1/8%) percent per annum of the aggregate face amount of the outstanding Letters of Credit which shall be computed and paid on a quarterly basis, in arrears, on the first day of each January, April, July and October, beginning on January 1, 2009 in each case for the actual number of days elapsed over a 360 day year, and (B) customary issuance, amendment, extension, cancellation and administration fees and charges for each Letter of Credit, due and payable upon demand of the Fronting Lender.

2.7 Prepayments .

(a) The Borrower shall have the right at any time and at its option from time to time to prepay the Advances in whole or in part without premium or penalty, subject to reimbursement of the Lender’s re-deployment costs of prepayments of LIBOR Based Rate Advances in accordance with Section 2.9. Whenever the Borrower desires to prepay any part of the Advances, the Borrower shall provide a prepayment notice to the Administrative Agent by eleven o’clock (11:00) A.M., Philadelphia time, at least one (1) Business Day prior to the date of prepayment of any LIBOR Based Rate Advances and no later than two o’clock (2:00) P.M., Philadelphia time, on the date of prepayment of any Alternate Base Rate Advances, setting forth (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment between the Regular Advances and the Swing Line Advances and (iii) the total principal amount of such prepayment, the amount of which shall not be less than $1,000,000 in the case of Regular Advances and $10,000 in the case of Swing Line Advances.

(b) All prepayment notices shall be irrevocable. The principal amount of the Advances for which a prepayment notice is given, together with interest on such principal amount except with respect to Alternate Base Rate Advances, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Unless the Borrower indicates otherwise in the prepayment notice, prepayments shall be applied, first, to reduce Alternate Base Rate Advances and, second, to reduce LIBOR Based Rate Advances. Any prepayment hereunder shall be subject to the Borrower’s obligation to indemnify the Lenders under Section 10.15.

2.8 Use of Proceeds . The proceeds of the Lenders’ Advances shall be used by the Borrower solely: (i) to provide Letters of Credit to be used by the Borrower and its Restricted Subsidiaries solely in the ordinary course of its business and (ii) for working capital needs and general corporate purposes, including the funding of Permitted Acquisitions, permitted dividends and permitted stock repurchases, not otherwise prohibited under this Agreement.

2.9 Special Provisions Governing LIBOR Based Rate Advances . Notwithstanding other provisions of this Agreement, the following provisions shall govern with respect to LIBOR Based Rate Advances as to the matters covered:

(a) On the Interest Rate Determination Date the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties hereto) the interest rate which shall apply to the LIBOR Based Rate Advances for which an interest rate is then being determined for the applicable LIBOR Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing or by facsimile) to the Borrower and to each Lender.

(b) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clause (ii) or (iii) below, any Lender, shall have determined (which determination shall, absent manifest error, be final, conclusive and binding upon all parties hereto):

(i) at any time that a LIBO Rate is to be determined by the Administrative Agent that, by reason of any changes arising on or after the Effective Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Adjusted LIBO Rate;

(ii) at any time that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Lender on its obligation to make LIBOR Based Rate Advances (which increase in cost or reduction in receivables shall be calculated in accordance with such Lender’s reasonable averaging and attribution methods) because of (x) any change since the Effective Date (including changes proposed or published prior to the Effective Date but not reflected in the pricing of the Advances) in any applicable law or governmental (or quasi-governmental or other body or entity accorded the status of a rule or regulation making authority) rule, regulation, guideline or order, whether or not having the force of law, or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order, such as, for example, but not limited to: (A) a change in the basis of taxation of payments to any Lender of the principal of or interest on the Revolving Credit Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or profits of such Lender) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBO Rate and/or (y) other circumstances since the date of this Agreement affecting such Lender or the interbank Eurodollar market or the position of such Lender in such market; or

(iii) at any time that the making or continuance of any LIBOR Based Rate Advance has become unlawful by compliance by such Lender in good faith with any applicable law or governmental (or quasi-governmental or other body or entity accorded the status of a rule or regulation making authority) rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Effective Date which materially and adversely affects the interbank eurodollar market;

then, and in any such event, the Administrative Agent in the case of clause (i) above or such Lender in the case of clause (ii) or (iii) above shall on such date give notice (by telephone confirmed in writing or by facsimile) to the Borrower of the Advance(s) affected and, in the case of clause (ii) or (iii) to the Administrative Agent, of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, LIBOR Based Rate Advances shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing given by the Borrower with respect to the borrowing of or conversion into (including continuance of) LIBOR Based Rate Advances which have not yet been incurred shall be deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the Borrower shall pay to such Lender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender on an after-tax basis for such increased costs or reductions in amounts receivable hereunder (a written certificate signed by an officer of such Lender as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent manifest error, be final, conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.9(c) as promptly as possible and, in any event, within the time period required under Section 2.9(c) or, if earlier, the time period required by law. All demands for payment hereunder shall be given no more than ninety (90) days after the occurrence of the change in law or other event giving rise to such demand; provided however , that failure to deliver notice on a timely basis shall not constitute a waiver of any Lender’s right to receive payment for any costs relating to the 90-day period preceding the date of demand and any costs incurred after the giving of such notice.

(c) At any time that any LIBOR Based Rate Advance is affected by the circumstances described in Section 2.9(b)(ii) or (iii), the Borrower may (and in the case of a LIBOR Based Rate Advance affected pursuant to Section 2.9(b)(iii) shall) either (i) if a Notice of Borrowing has been given with respect to the affected LIBOR Based Rate Advance, cancel said Notice of Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing or by facsimile) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.9(b)(ii) or (iii), or (ii) if the affected LIBOR Based Rate Advance is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Based Rate Advance into an Alternate Base Rate Advance or prepay such LIBOR Based Rate Advance on the last day of the current LIBOR Interest Period therefor unless earlier payment is required by law; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.9(c); and provided, further, that the Borrower shall compensate any such affected Lenders as set forth in Section 2.9(f).

(d) Anything herein to the contrary notwithstanding, if, on any Interest Rate Determination Date, no LIBO Rate is available by reason of any changes arising on or after the Effective Date affecting the interbank Eurodollar market or adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBO Rate, the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and the Advances requested to be made as LIBOR Based Rate Advances shall, subject to the applicable notice requirements, be made as Alternate Base Rate Advances.

(e) Each Lender agrees that, as promptly as practicable after it has actual knowledge of the occurrence of any event or the existence of a condition that would cause it to be an affected Lender under Section 2.9(b)(ii) or (iii), it will, to the extent not inconsistent with such Lender’s internal policies, use reasonable efforts to make, fund or maintain the affected LIBOR Based Rate Advances of such Lender through another lending office of such Lender if as a result thereof the additional moneys which would otherwise be required to be paid in respect of such Advances pursuant to Section 2.9(b)(ii) would be materially reduced or the illegality or other adverse circumstances which would otherwise require prepayment of such Advances pursuant to Section 2.9(b)(iii) would cease to exist, and if, as determined by such Lender, in its reasonable discretion, the making, funding or maintaining of such Advances through such other lending office would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to promptly pay all reasonable out-of-pocket expenses incurred by any Lender in utilizing another lending office of such Lender pursuant to this Section 2.9(e).

(f) The Borrower shall compensate each Lender, upon written request by that Lender, for all reasonable losses, expenses and liabilities (including, without limitation, such factors as any interest paid by that Lender to lenders of funds borrowed by it to make or carry its LIBOR Based Rate Advances and any loss sustained by the Lender in connection with re-deployment of such funds (based upon the difference between the amount earned in connection with the re-deployment of such funds and the amount payable by the Borrower if such funds had been borrowed or remained outstanding, but not for loss of profit)) which that Lender may sustain with respect to the Borrower’s LIBOR Based Rate Advances: (i) if for any reason attributable to the Borrower, a Borrowing of any LIBOR Based Rate Advance does not occur on a date specified therefor in a Notice of Borrowing or a telephonic request for borrowing or conversion, or a successive LIBOR Interest Period does not commence after notice therefor is given or is deemed to have been given pursuant to Section 2.4 (b) (whether or not withdrawn by the Borrower or deemed withdrawn pursuant to clause (x) of the last paragraph of Section 2.9(b)); or (ii) if any prepayment or repayment (in accordance with Section 2.7 or this Section 2.9, by acceleration or otherwise) or conversion of any of such Lender’s LIBOR Based Rate Advances occurs on a date which is not the last day of the LIBOR Interest Period applicable to that advance; or (iii) if any prepayment or repayment of any such Lender’s LIBOR Based Rate Advances is not made on any date specified in a notice of prepayment or repayment given by the Borrower; or (iv) as a consequence of (x) any other failure by the Borrower to repay such Lender’s LIBOR Based Rate Advances when required by the terms of this Agreement or (y) any election made pursuant to Section 2.9(c). Compensation owing under this Section 2.9(f) shall be equal to the amount of interest which would have accrued on the amount of principal prepaid or repaid or converted or not borrowed for the period from the date of such prepayment or repayment or conversion or failure to borrow to the last day of the then current LIBOR Interest Period for the relevant LIBOR Based Rate Advance (or, in the case of a failure to borrow, the LIBOR Interest Period for such LIBOR Based Rate Advance which would have commenced on the date of such failure to borrow) at the applicable rate of interest for such LIBOR Based Rate Advance provided for herein minus any amount such Lender, in good faith and in its sole discretion (absent manifest error), determines is realizable upon the re-deployment of such funds. A certificate signed by an officer of the Lender as to the amount of such losses, expenses and liabilities, showing in reasonable detail the calculation thereof and submitted to the Borrower by such Lender shall, absent manifest error, be final, conclusive and binding of all purposes.

(g) Any Lender may make, carry or transfer LIBOR Based Rate Advances at, to, or for the account of any of its branch offices or the office of an Affiliate of that Lender; provided that any increased costs associated therewith shall be borne by such Lender except as provided in Section 2.9(e) above.

(h) During the continuance of a Default or an Event of Default, the Borrower may not elect to have an Advance made or maintained as, or converted into, a LIBOR Based Rate Advance after the expiration of any LIBOR Interest Period then in effective for that Advance.

(i) Calculation of all amounts payable to the Lender under this Section 2.9 in respect of LIBOR Based Rate Advances shall be made as though the Lender had actually funded its relevant LIBOR Based Rate Advance through the purchase of a Eurodollar deposit bearing interest at the LIBO Rate applicable to such LIBOR Based Rate Advance of such Eurodollar deposit from an offshore office of the applicable Lender to a domestic office of such Lender in the United States of America; provided , however , that the Lenders may fund each of their LIBOR Based Rate Advances in any manner they deem fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 2.9.

2.10 Capital Requirements, Etc. If the adoption or effectiveness after the Effective Date of any applicable law or governmental (or quasi-governmental or other body or entity accorded the status of a rule or regulation making authority) rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or such Lender’s direct or indirect parent with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency (including in each case any such change proposed or published prior to the date hereof but not reflected in the prici