AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Revolving Credit Agreement

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LASALLE BANK NATIONAL ASSOCIATION | PRIVATEBANK AND TRUST COMPANY | WINMARK CORPORATION

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Title: AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Governing Law: Minnesota Date: 8/1/2008
Industry: Misc. Financial Services Sector: Financial

EXHIBIT 10.1*

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

dated as of June 10, 2008

among

WINMARK CORPORATION,

as the Company and a Loan Party,

THE SUBSIDIARIES OF THE COMPANY,

as Loan Parties,

EACH LENDER PARTY HERETO,

LASALLE BANK NATIONAL ASSOCIATION,

as a Lender and as Administrative Agent for the Lenders,

and

THE PRIVATEBANK AND TRUST COMPANY,

as a Lender and as Documentation Agent

* Material has been omitted pursuant to a request for confidential treatment and the material has been filed separately.

SECTION 1		DEFINITIONS			1
1.1		Definitions			1
1.2		Other Interpretive Provisions			18
1.3		Letter of Credit Amounts			18

SECTION 2		COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND LETTER OF CREDIT			18
PROCEDURES
2.1		Commitments			18
		2.1.1	L/C Commitment		18
		2.1.2	Loan Procedures.		19
2.2		Loan Commitment			19
		2.2.1	Various Types of Loans		19
		2.2.2	Borrowing Procedures		19
		2.2.3	Conversion and Continuation Procedures		20
2.3		Letter of Credit Procedures			21
		2.3.1	L/C Applications		21
		2.3.2	Reimbursement Obligations; Fundings of Participations		21
		2.3.3	Repayment of Participations		23
		2.3.4	Obligations Absolute		23
		2.3.5	Role of L/C Issuer		24
		2.3.6	Cash Collateral		24
		2.3.7	Applicability of ISP and UCP		25
2.4		Certain Conditions			25

SECTION 3		EVIDENCING OF LOANS			25
3.1		Notes			25
3.2		Recordkeeping			25

SECTION 4		INTEREST			25
4.1		Interest Rates			25
4.2		Interest Payment Dates			26
4.3		Setting and Notice of LIBOR Rates			26
4.4		Computation of Interest			26

SECTION 5		FEES.			26
5.1		Letter of Credit Fees			26
5.2		Other Fees			26

SECTION 6		REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENT; PREPAYMENTS.			27
	6.1	Prepayments			27
		6.1.1		Voluntary Prepayments	27
		6.1.2		Mandatory Prepayments	27
		6.1.3		Manner of Prepayments	27
	6.2	Repayments			28
	6.3	Reduction of Aggregate Commitments			28

SECTION 7		MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES		28
	7.1	Payments Generally; Agent’s Clawback		28
		7.1.1	General	28
		7.1.2	Fundings by Lenders; Payments by Loan Parties	28
		7.1.3	Failure to Satisfy Conditions Precedent	29
		7.1.4	Obligations of Lenders Several	29
	7.2	Sharing of Payments		29
	7.3	Application of Certain Payments		30
	7.4	Due Date Extension		30
	7.5	Setoff		30
	7.6	Taxes		30

SECTION 8		INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS.		31
	8.1	Increased Costs		31
	8.2	Basis for Determining Interest Rate Inadequate or Unfair		32
	8.3	Changes in Law Rendering LIBOR Loans Unlawful		32
	8.4	Funding Losses		32
	8.5	Right of the Lenders to Fund through Other Offices		33
	8.6	Discretion of the Lenders as to Manner of Funding		33
	8.7	Mitigation of Circumstances		33
	8.8	Conclusiveness of Statements; Survival of Provisions		33

SECTION 9		REPRESENTATIONS AND WARRANTIES		33
	9.1	Organization		34
	9.2	Authorization; No Conflict		34
	9.3	Validity and Binding Nature		34
	9.4	Financial Condition		34
	9.5	No Material Adverse Change		34
	9.6	Litigation and Contingent Liabilities		34
	9.7	Ownership of Properties; Liens		34
	9.8	Equity Ownership; Subsidiaries		35
	9.9	Pension Plans		35
	9.10	Investment Company Act		36
	9.11	Public Utility Holding Company Act		36
	9.12	Regulation U		36
	9.13	Taxes; Tax Shelter Registration		36
	9.14	Solvency, etc.		36
	9.15	Environmental Matters		36
	9.16	Insurance		37
	9.17	Real Property		37
	9.18	Information		37
	9.19	Intellectual Property		37
	9.20	Burdensome Obligations		37
	9.21	Labor Matters		38
	9.22	No Default		38
	9.23	Accounts		38
	9.24	Anti-Terrorism Law Compliance		38

SECTION 10		AFFIRMATIVE COVENANTS		38
	10.1	Reports, Certificates and Other Information		38
		10.1.1	Annual Report	38
		10.1.2	Monthly Reports	39
		10.1.3	Quarterly Reports	39
		10.1.4	Compliance Certificates	39
		10.1.5	Reports to the SEC and to Shareholders	39
		10.1.6	Notice of Default, Litigation and ERISA Matters	39
		10.1.7	Borrowing Base Certificates	40
		10.1.8	Management Reports	40
		10.1.9	Subordinated Debt Notices	40
		10.1.10	Other Information	41
	10.2	Books, Records and Inspections		41
	10.3	Maintenance of Property; Insurance		41
	10.4	Compliance with Laws; Payment of Taxes and Liabilities		41
	10.5	Maintenance of Existence, etc.		42
	10.6	Use of Proceeds		42
	10.7	Employee Benefit Plans		42
	10.8	Environmental Matters		42
	10.9	Tax Shelter Registration		43
	10.10	Further Assurances		43
	10.11	Banking Relationship		43

SECTION 11		NEGATIVE COVENANTS		43
	11.1	Debt		43
	11.2	Liens		44
	11.3	Operating Leases		45
	11.4	Restricted Payments		45
	11.5	Mergers, Consolidations, Sales		45
	11.6	Modification of Organizational Documents		47
	11.7	Affiliate Transactions		47
	11.8	Unconditional Purchase Obligations		47
	11.9	Inconsistent Agreements		47
	11.10	Business Activities		47
	11.11	Subordinated Debt Documents		47
	11.12	Fiscal Year		48
	11.13	Control Agreements		48
	11.14	Tangible Net Worth		48
	11.15	Debt Service Coverage		48
	11.16	Maximum Leverage		48
	11.17	Eligible Leases		48

SECTION 12		EFFECTIVENESS; CONDITIONS OF LENDING, ETC.		48
	12.1	Initial Credit Extension		48
		12.1.1	Notes	48
		12.1.2	Authorization Documents	48
		12.1.3	Consents, etc.	49

iii

		12.1.4	Security Documents	49
		12.1.5	Financing Statements	49
		12.1.6	Opinions of Counsel	49
		12.1.7	Insurance	49
		12.1.8	Payment of Fees	49
		12.1.9	Search Results; Lien Terminations	49
		12.1.10	Filings, Registrations and Recordings	50
		12.1.11	Borrowing Base Certificate	50
		12.1.12	Closing Certificate	50
		12.1.13	Other Documents	50
	12.2	Conditions		50
		12.2.1	Compliance with Warranties, No Default, etc.	50
		12.2.2	Confirmatory Certificate	50

SECTION 13		EVENTS OF DEFAULT AND THEIR EFFECT		50
	13.1	Events of Default		50
		13.1.1	Non-Payment of the Loans, etc.	51
		13.1.2	Non-Payment of Other Debt	51
		13.1.3	Other Material Obligations	51
		13.1.4	Bankruptcy, Insolvency, etc.	51
		13.1.5	Non-Compliance with Loan Documents	51
		13.1.6	Representations; Warranties	51
		13.1.7	Pension Plans	52
		13.1.8	Judgments	52
		13.1.9	Invalidity of Collateral Documents, etc.	52
		13.1.10	Invalidity of Subordination Provisions, etc.	52
		13.1.11	Change of Control	52
		13.1.12	Material Adverse Effect	52
	13.2	Effect of Event of Default		52
	13.3	Application of Funds		53

SECTION 14		ADMINISTRATIVE AGENT		54
	14.1	Appointment and Authorization of Administrative Agent		54
	14.2	Rights as a Lender		54
	14.3	Exculpatory Provisions		54
	14.4	Reliance by Administrative Agent		55
	14.5	Delegation of Duties		55
	14.6	Resignation of Agent		56
	14.7	Non-Reliance on Agent and Other Lenders		56
	14.8	No Other Duties, Etc		56
	14.9	Administrative Agent May File Proofs of Claim		57
	14.10	Collateral Matters		57

SECTION 15		THE LOAN PARTIES		59
	15.1	Appointment of the Company		59
	15.2	Relationship Among the Loan Parties		59

SECTION 16		GENERAL	62
	16.1	Waiver, Amendments, Etc	62
	16.2	Confirmations	63
	16.3	Notices	63
	16.4	Computations	63
	16.5	Expenses, Indemnity, Damage Waiver	64
	16.6	Payments Set Aside	65
	16.7	Successors and Assigns	66
	16.8	GOVERNING LAW	66
	16.9	Confidentiality	67
	16.10	Severability	67
	16.11	Nature of Remedies	67
	16.12	Entire Agreement	68
	16.13	Counterparts	68
	16.14	Successors and Assigns	68
	16.15	Captions	68
	16.16	Nonliability of Agent and each Lender	68
	16.17	FORUM SELECTION AND CONSENT TO JURISDICTION	69
	16.18	WAIVER OF JURY TRIAL	69
	16.19	Effect of Existing Credit Agreement and Existing Collateral Documents	69

SCHEDULES

SCHEDULE 2.1	Commitments
SCHEDULE 5.2	Prepayment Consideration Calculation
SCHEDULE 9.6	Litigation and Contingent Liabilities
SCHEDULE 9.7	Ownership of Properties; Liens
SCHEDULE 9.8	Subsidiaries
SCHEDULE 9.17	Real Property
SCHEDULE 9.23	Accounts
SCHEDULE 11.7	Affiliate Transactions

EXHIBITS

EXHIBIT A	Form of Note
EXHIBIT B	Form of Compliance Certificate
EXHIBIT C	Form of Borrowing Base Certificate
EXHIBIT D	Form of Master Letter of Credit Agreement
EXHIBIT E	Form of Notice of Borrowing
EXHIBIT F	Form of Notice of Conversion/Continuation

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Dated as of June 10, 2008

WINMARK CORPORATION (the “ Company ”), the Subsidiaries of the Company that are or may from time to time become parties hereto (together with the Company and their respective successors and assigns, the “ Loan Parties ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), LASALLE BANK NATIONAL ASSOCIATION (“ LaSalle ”), as Administrative Agent for the Lenders, and THE PRIVATEBANK AND TRUST COMPANY, as Documentation Agent, hereby agree as follows:

RECITALS

WHEREAS, the Loan Parties and LaSalle have entered into a 364-Day Revolving Credit Agreement dated as of September 30, 2004, as amended by an Amendment to 364-Day Revolving Credit Agreement dated as of August 26, 2005, a Second Amendment to 364-Day Revolving Credit Agreement dated as of March 31, 2006, a Third Amendment to 364-Day Revolving Credit Agreement dated as of May 19, 2006, a Fourth Amendment to 364-Day Revolving Credit Agreement dated as of August 15, 2007, and a Fifth Amendment to 364-Day Revolving Credit Agreement dated as of November 12, 2007 (as amended, the “ Existing Credit Agreement ”); and

WHEREAS, the Loan Parties and LaSalle have agreed to amend and restate the Existing Credit Agreement pursuant to the terms and conditions set forth in this Amended and Restated Revolving Credit Agreement (this “ Agreement ”).

NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree that the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:

SECTION 1 DEFINITIONS.

1.1 Definitions . When used herein the following terms shall have the following meanings:

“ Account ”: As defined in the UCC.

“ Account Debtor ”: As defined in the UCC.

“ Acquisition ”: Any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of all or any portion of the Capital Securities of any Person, (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary), or (d) any other Investment in a Person; provided , however , that an Investment in publicly-traded securities of a Person shall not constitute an Acquisition so long as such Investment does not

result in (i) the acquisition of all or substantially all of the assets or Capital Securities of such Person, or (ii) a merger, consolidation or other combination with such Person.

“ Administrative Agent ” or “ Agent ”: LaSalle in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“ Administrative Agent’s Office ”: Agent’s address and, as appropriate, account as set forth on the signature page or Schedule 2.1 to this Agreement, or such other address or account as Agent may from time to time notify the Company and the Lenders in writing (which for purposes of this provision may include a notice by e-mail).

“ Affected Loan ”: As defined in Section 8.3 .

“ Affiliate ”: With respect to any Person, (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any officer or director of such Person and (c) with respect to any Lender, any entity administered or managed by such Lender or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be “controlled by” any other Person if such Person possesses, directly or indirectly, power to vote 5% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Unless expressly stated otherwise herein, no Lender shall be deemed an Affiliate of any Loan Party.

“ Aggregate Commitments ”: The Commitments of all Lenders, as reduced from time to time pursuant to Section 6.3 .

“ Agreement ”: As defined in the Recitals .

“ Applicable Margin ”: For any day, a rate per annum of (i) for LIBOR Loans, 2.00%, (ii) for Base Rate Loans, 0.00% or (iii) for Fixed Rate Loans, 2.00%.

“ Applicable Percentage ”: With respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time. If the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 13.2 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.1 of this Agreement or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“ Asset Disposition ”: The sale, lease, assignment or other transfer for value (each, a “ Disposition ”) by any Loan Party to any Person (other than a Loan Party) of any asset or right of such Loan Party (including, the loss, destruction or damage of any thereof or any actual or threatened (in writing to any Loan Party) condemnation, confiscation, requisition, seizure or

taking thereof) other than (a) the Disposition of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function and (b) the sale or lease of inventory in the ordinary course of business.

“ Attorney Costs ”: With respect to any Person, all reasonable fees and charges of any counsel to such Person, the reasonable allocable cost of internal legal services of such Person, all reasonable disbursements of such internal counsel and all court costs and similar legal expenses.

“ Bank Product Agreements ”: Those certain cash management service agreements entered into from time to time between any Loan Party and any Lender or its Affiliates in connection with any of the Bank Products.

“ Bank Product Obligations ”: All obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by the Loan Parties to the Lenders or their Affiliates pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that a Loan Party is obligated to reimburse to any Lender as a result of such Lender purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to the Loan Parties pursuant to the Bank Product Agreements.

“ Bank Products ”: Any service or facility extended to any Loan Party by any Lender or its Affiliates including: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH Transactions, (f) cash management, including controlled disbursement, accounts or services, or (g) Hedging Agreements.

“ Base Rate ”: At any time the greater of (a) the Federal Funds Rate plus 0.5% and (b) the Prime Rate.

“ Base Rate Loan ”: Any Loan which bears interest at or by reference to the Base Rate.

“ Borrowing Base ”: (a) 90% of the net book value of the Eligible Leased Assets of the Loan Parties, plus (b) as of the end of any month, an amount equal to EBITDA of the Company’s franchising and corporate segments for the twelve consecutive months ended or most recently ended on such month times two (2).

“ Borrowing Base Certificate ”: A certificate substantially in the form of Exhibit C .

“ BSA ”: As defined in Section 10.4 .

“ Business Day ”: Any day on which LaSalle is open for commercial banking business in Minneapolis, Minnesota and Chicago, Illinois and, in the case of a Business Day which relates to a LIBOR Loan, on which dealings are carried on in the London interbank eurodollar market.

“ Capital Expenditures ”: All expenditures which, in accordance with GAAP, would be required to be capitalized and shown on the consolidated balance sheet of the Company, including expenditures in respect of Capital Leases, but excluding expenditures made in connection with the replacement, substitution or restoration of assets to the extent financed

(a) from insurance proceeds (or other similar recoveries) 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.

“ Capital Lease ”: With respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by such Person that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of such Person.

“ Capital Securities ”: With respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued or acquired after the Closing Date, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership or any other equivalent of such ownership interest.

“ Capitalized Lease Obligations ”: As to any Person, all rental obligations of such Person, as lessee under a Capital Lease which are or will be required to be capitalized on the books of such Person.

“ Cash Collateralize ”: To deliver cash collateral to Agent, for the benefit of the L/C Issuer, to be held as cash collateral for outstanding Letters of Credit, pursuant to documentation satisfactory to the L/C Issuer. Derivatives of such term have corresponding meanings.

“ Change of Control ”: The occurrence of any of the following events: (a) any Person or two or more Persons acting in concert acquiring beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Capital Securities of the Company representing 50% or more of the combined voting power of all Capital Securities of the Company entitled to vote in the election of directors; (b) any Person or two or more Persons acting in concert acquiring by contract or otherwise, or entering into a contract or arrangement which upon consummation will result in its or their acquisition of, control over Capital Securities of the Company representing 50% or more of the combined voting power of all Capital Securities of the Company entitled to vote in the election of directors; or (c) the Company shall cease to, directly or indirectly, own and control 100% of each class of the outstanding Capital Securities of each Subsidiary.

“ Closing Date ”: As defined in Section 12.1 .

“ Code ”: The Internal Revenue Code of 1986.

“ Collateral Access Agreement ”: An agreement in form and substance reasonably satisfactory to Agent pursuant to which a mortgagee or lessor of real property on which collateral is stored or otherwise located, or a warehouseman, processor or other bailee of Inventory or other property owned by any Loan Party, acknowledges the Liens of Agent and waives any Liens held by such Person on such property, and, in the case of any such agreement with a mortgagee or lessor, permits Agent reasonable access to and use of such real property following the occurrence and during the continuance of an Event of Default to assemble, complete and sell any collateral stored or otherwise located thereon.

“ Collateral Documents ”: Collectively, the Security Agreement, the Pledge Agreement, each Collateral Access Agreement, each UCC-1 financing statement, each Control Agreement and any other agreement or instrument pursuant to which the Company, any other Loan Party or any other Person grants or purports to grant collateral to Agent or otherwise relates to such collateral.

“ Commitment ”: As to each Lender, its obligation to (a) make Loans to the Company pursuant to Section 2.1.1, and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.1 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“ Company ”: As defined in the Preamble .

“ Compliance Certificate ”: A Compliance Certificate in substantially the form of Exhibit B .

“ Contingent Liability ”: With respect to any Person, each obligation and liability of such Person and all such obligations and liabilities of such Person incurred pursuant to any agreement, undertaking or arrangement by which such Person: (a) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (b) guarantees the payment of dividends or other distributions upon the Capital Securities of any other Person; (c) undertakes or agrees (whether contingently or otherwise): (i) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any or any property or assets constituting security therefor, (ii) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person, or (iii) to make payment to any other Person other than for value received; (d) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (e) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (f) undertakes or agrees otherwise to assure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

“ Control Agreement ”: An account control agreement, in form and substance satisfactory to Agent, among Agent, the applicable Loan Party and the depository or securities intermediary for any deposit, checking or brokerage account opened or maintained by a Loan Party.

“ Controlled Group ”: All members of a controlled group of corporations, all members of a controlled group of trades or businesses (whether or not incorporated) under common control and all members of an affiliated service group which, together with the Company or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code or Section 4001 of ERISA.

“ Debt ”: With respect to any Person, without duplication, (a) all indebtedness of such Person, (b) all borrowed money of such Person, whether or not evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person as lessee under Capital Leases which have been or should be recorded as liabilities on a balance sheet of such Person in accordance with GAAP, not including obligations of a Loan Party under non-recourse discounted leases, (d) all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course of business), (e) all indebtedness secured by a Lien on the property of such Person, whether or not such indebtedness shall have been assumed by such Person; provided that if such Person has not assumed or otherwise become liable for such indebtedness, such indebtedness shall be measured at the fair market value of such property securing such indebtedness at the time of determination, (f) all obligations, contingent or otherwise, with respect to the face amount of all letters of credit (whether or not drawn), bankers’ acceptances and similar obligations issued for the account of such Person (including the Letters of Credit), (g) all Hedging Obligations of such Person, (h) all Contingent Liabilities of such Person and (i) all Debt of any partnership of which such Person is a general partner.

“ Default Rate ”: A rate of interest equal to the Loan as of the date of determination (including any Applicable Margin) plus two percent (2%) (or, in the case of Obligations not bearing interest, a rate of interest equal to the Base Rate plus two percent (2%)).

“ Defaulting Lender ”: Any Lender that (a) has failed to fund any portion of the Committed Loans or participations in L/C Obligations required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder unless such failure has been cured, (b) has otherwise failed to pay over to Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute or unless such failure has been cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“ Depreciation ”: The total amounts added to depreciation, amortization, obsolescence, valuation and other proper reserves, as reflected on the Company’s financial statements and determined in accordance with GAAP.

“ Documentation Agent ”: The PrivateBank and Trust Company in its capacity as documentation agent.

“ Dollar ” and the sign “ $ ”: Lawful money of the United States of America.

“ EBITDA ”: For any period, the Company’s and the Subsidiaries’ “Income from Operations” (as set forth on their consolidated income statement) plus depreciation, plus amortization, plus compensation expense related to the granting of stock options.

“ Eligible Leased Assets ”: Each Account and all such Accounts (exclusive of sales, excise or other similar taxes) owing to a Loan Party that arises solely from the leasing of Equipment by such Loan Party and that meets each of the following requirements:

(a) it is genuine in all respects and has arisen in the ordinary course of the Loan Party’s business from the sale or lease of Equipment by such Loan Party;

(b) it is subject to a perfected, first priority Lien in favor of Agent and is not subject to any other assignment, claim or Lien;

(c) it is the valid, legally enforceable and unconditional obligation of the Account Debtor with respect thereto, and is not subject to the fulfillment of any condition whatsoever or any counterclaim, credit (except as provided in subsection (h) of this definition), trade or volume discount, allowance, discount, rebate or adjustment by the Account Debtor with respect thereto, or to any claim by such Account Debtor denying liability thereunder in whole or in part and the Account Debtor has not refused to accept and/or has not returned or offered to return any of the Equipment or services which are the subject of such Account;

(d) the Account Debtor with respect thereto is a resident or citizen of, and is located within, the United States, unless the lease of Equipment giving rise to such Account is on letter of credit, banker’s acceptance or other credit support terms reasonably satisfactory to Agent;

(e) it is not an Account with respect to which possession and/or control of the Equipment leased giving rise thereto is held, maintained or retained by the Loan Party (or by any agent or custodian of such Loan Party) for the account of, or subject to, further and/or future direction from the Account Debtor with respect thereto;

(f) it has not arisen out of contracts with the United States or any department, agency or instrumentality thereof, unless the Loan Party has assigned its right to payment of such Account to Agent pursuant to the Assignment of Claims Act of 1940, and evidence (satisfactory to Agent) of such assignment has been delivered to Agent, or any state, county, city or other governmental body, or any department, agency or instrumentality thereof;

(g) if the Loan Party maintains a credit limit for an Account Debtor, the aggregate dollar amount of Accounts due from such Account Debtor, including such Account, does not exceed such credit limit;

(h) if the Account is evidenced by chattel paper or an instrument, the originals of such chattel paper or instrument shall have been endorsed and/or assigned and delivered to Agent or, in the case of electronic chattel paper, shall be in the control of Agent, in each case in a manner satisfactory to Agent;

(i) such Account is evidenced by an invoice delivered to the related Account Debtor and is not more than ninety (90) days past the due date thereof;

(j) it is not an Account with respect to an Account Debtor that is located in any jurisdiction which has adopted a statute or other requirement with respect to which any Person that obtains business from within such jurisdiction must file a notice of business activities report or make any other required filings in a timely manner in order to enforce its claims in such jurisdiction’s courts unless (i) such notice of business activities report has been duly and timely filed or the Loan Party is exempt from filing such report and has provided Agent with satisfactory evidence of such exemption or (ii) the failure to make such filings may be cured retroactively by such Loan Party for a nominal fee;

(k) the Account Debtor with respect thereto is not an Affiliate of the Loan Party;

(l) such Account does not arise out of a contract or order which, by its terms, forbids or makes void or unenforceable the assignment thereof by the Loan Party to Agent and is not unassignable to Agent for any other reason;

(m) there is no bankruptcy, insolvency or liquidation proceeding pending by or against the Account Debtor with respect thereto, nor has the Account Debtor suspended business, made a general assignment for the benefit of creditors or failed to pay its debts generally as they come due, and/or no condition or event has occurred having a Material Adverse Effect on the Account Debtor which would require the Accounts of such Account Debtor to be deemed uncollectible in accordance with GAAP;

(n) it is not owed by an Account Debtor with respect to which twenty five percent (25.00%) or more of the aggregate amount of outstanding Accounts owed at such time by such Account Debtor is classified as ineligible under clause (j) of this definition;

(o) if the aggregate amount of all Accounts owed by the Account Debtor thereon exceeds twenty five percent (25.00%) of the aggregate amount of all Accounts at such time, then all Accounts owed by such Account Debtor in excess of such amount shall be deemed ineligible; and

(p) it does not violate the negative covenants and does satisfy the affirmative covenants of the Loan Party contained in this Agreement, and it is otherwise not unacceptable to Agent for any other reason;

provided , an Account which is at any time an Eligible Leased Asset, but which subsequently fails to meet any of the foregoing requirements, shall forthwith cease to be an Eligible Leased Asset, until such time that such Account meets all

of the foregoing requirements; provided further , that, with respect to any Account, if Agent at any time hereafter determines in its discretion that the prospect of payment or performance by the Account Debtor with respect thereto is materially impaired for any reason whatsoever, such Account shall cease to be an Eligible Leased Asset after notice of such determination is given to the relevant Loan Party; and provided further , that Agent shall, notwithstanding the foregoing, have the right, in the reasonable exercise of its discretion, to establish reserves against the aggregate amount of the Eligible Leased Assets.

“ Eligible Leases ”: Leases of Equipment that generate Eligible Leased Assets.

“ Environmental Claims ”: All claims, however asserted, by any governmental, regulatory or judicial authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for release or injury to the environment.

“ Environmental Laws ”: All present or future federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative or judicial orders, consent agreements, directed duties, requests, licenses, authorizations and permits of, and agreements with, any governmental authority, in each case relating to any matter arising out of or relating to public health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, emission, release, threatened release, control or cleanup of any Hazardous Substance.

“ ERISA ”: The Employee Retirement Income Security Act of 1974.

“ Equipment ”: As defined in the UCC.

“ Event of Default ”: Any of the events described in Section 13.1 .

“ Excluded Taxes ”: With respect to each Lender, taxes based upon, or measured by, such Lender’s (or a branch of such Lender’s) overall net income, overall net receipts, or overall net profits (including franchise taxes imposed in lieu of such taxes), but only to the extent such taxes are imposed by a taxing authority (a) in a jurisdiction in which such Lender is organized, (b) in a jurisdiction which such Lender’s principal office is located, or (c) in a jurisdiction in which such Lender’s lending office (or branch) in respect of which payments under this Agreement are made is located.

“ Existing Credit Agreement ”: As defined in the Recitals.

“ Federal Funds Rate ”: For any day, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Agent

from three Federal funds brokers of recognized standing selected by Agent. Agent’s determination of such rate shall be binding and conclusive absent manifest error.

“ Fiscal Quarter ”: A fiscal quarter of a Fiscal Year.

“ Fiscal Year ”: The fiscal year of the Company and its Subsidiaries, which period shall be the 12-month period ending on the last Saturday of each year. References to a Fiscal Year with a number corresponding to any calendar year (e.g., “ Fiscal Year 2007 ”) refer to the Fiscal Year ending on the last Saturday of such calendar year.

“ Fixed Rate Loan ”: A Loan which bears interest at or by reference to the Loan Index Rate.

“ FRB ”: The Board of Governors of the Federal Reserve System or any successor thereto.

“ Funded Debt ”: As to any Person, all Debt of such Person that matures more than one year from the date of its creation (or is renewable or extendible, at the option of such Person, to a date more than one year from such date).

“ GAAP ”: Generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession) and the Securities and Exchange Commission, which are applicable to the circumstances as of the date of determination.

“ Group ”: As defined in Section 2.2.1 .

“ Hazardous Substances ”: (a) Any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, dielectric fluid containing levels of polychlorinated biphenyls, radon gas and mold; (b) any chemicals, materials, pollutant or substances defined as or included in the definition of “hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous substances”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, “pollutants” or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, the exposure to, or release of which is prohibited, limited or regulated by any governmental authority or for which any duty or standard of care is imposed pursuant to, any Environmental Law.

“ Hedging Agreement ”: Any interest rate, currency or commodity swap agreement, cap agreement or collar agreement, and any other agreement or arrangement designed to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices.

“ Hedging Obligation ”: With respect to any Person, any liability of such Person under any Hedging Agreement. The amount of any Person’s obligation in respect of any Hedging Obligation shall be deemed to be the incremental obligation that would be reflected in the financial statements of such Person in accordance with GAAP.

“ Interest Period ”: As to any Fixed Rate Loan, the period commencing on the date such Loan is borrowed or continued as, or converted into, a Fixed Rate Loan and ending on a date one, two, three, four or five years thereafter as selected in writing by the Company. As to any LIBOR Loan, the period commencing on the date such Loan is borrowed or continued as, or converted into, a LIBOR Loan and ending on the date one, two, three or six months thereafter as selected by the Company pursuant to Section 2.2.2 or 2.2.3 , as the case may be; provided that:

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

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

“ Inventory ”: As defined in the Security Agreement.

“ Investment ”: With respect to any Person, any investment in another Person, whether by acquisition of any Capital Security, by making any loan or advance, or by making an Acquisition.

“ LaSalle ”: As defined in the Preamble .

“ L/C Advance ”: With respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“ L/C Application ”: With respect to any request for the issuance of a Letter of Credit, a letter of credit application in the form being used by the L/C Issuer at the time of such request for the type of letter of credit requested.

“ L/C Borrowing ”: An extension of credit resulting from a drawing under any Letter of Credit that has not been reimbursed on the date when made or refinanced as a Base Rate Loan in accordance with Section 2.3.2(a) and Section 2.3.2(b).

“ L/C Credit Extension ”: With respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“ L/C Fee Rate ”: A rate per annum of 2%.

“ L/C Issuer ”: LaSalle, in its capacity as issuer of the Letters of Credit, or any successor letter of credit issuer hereunder.

“ L/C Obligations ”: As at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all Letters of Credit. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.3. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ Lender ”: As defined in the Preamble and including the Loan Index Lender. In addition to the foregoing, for the purpose of identifying the Persons entitled to share in the Collateral and the proceeds thereof under, and in accordance with the provisions of, this Agreement and the Collateral Documents, the term “Lender” shall include Affiliates of a Lender providing a Bank Product.

“ Letter of Credit ”: As defined in Section 2.1.2 .

“ LIBOR Loan ”: Any Loan which bears interest at a rate determined by reference to the LIBOR Rate.

“ LIBOR Office ”: The office or offices of any Lender which shall be making or maintaining the LIBOR Loans. A LIBOR Office may be, at the option of such Lender, either a domestic or foreign office.

“ LIBOR Rate ”: For any Interest Period for a LIBOR Loan, a rate per annum determined by Agent pursuant to the following formula:

	LIBOR Rate =		LIBOR Base Rate
		1.00 – LIBOR Reserve Percentage

Where,

“ LIBOR Base Rate ” means, for such Interest Period, the rate per annum equal to the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “ LIBOR Base Rate ” for such Interest Period shall be the rate per annum determined by Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBOR Loan being made, continued or converted by LaSalle or Bank of America and with a term equivalent to such Interest Period would be offered by LaSalle’s or Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

“ LIBOR Reserve Percentage ” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Board of Governors of the Federal Reserve System of the United States for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The LIBOR Rate for each outstanding LIBOR Loan shall be adjusted automatically as of the effective date of any change in the LIBOR Reserve Percentage.

“ Lien ”: With respect to any Person, any interest granted by such Person in any real or personal property, asset or other right owned or being purchased or acquired by such Person (including an interest in respect of a Capital Lease) which secures payment or performance of any obligation and shall include any mortgage, lien, encumbrance, title retention lien, charge or other security interest of any kind, whether arising by contract, as a matter of law, by judicial process or otherwise.

“ Loan ”: An extension of credit by a Lender to a Loan Party in the form of a revolving loan pursuant to Section 2.1.1.

“ Loan Availability ”: The lesser of (i) the Aggregate Commitments and (ii) the Borrowing Base.

“ Loan Documents ”: This Agreement, the Notes, the Letters of Credit, the Master Letter of Credit Agreement, the L/C Applications, the Collateral Documents, the Subordination Agreements and all documents, instruments and agreements delivered in connection with the foregoing.

“ Loan Index Lender ”: LaSalle.

“ Loan Index Rate ”: The fixed rate per annum provided from time to time by the Loan Index Lender in its sole discretion based on its internal “loan index” and made available by the Loan Index Lender at the Company’s request, which rate shall be fixed for a period equal to the relevant Interest Period; provided that the Loan Index Rate shall be not less than U.S. Treasury rates fixed for substantially similar periods.

“ Loan Parties ”: As defined in the Preamble .

“ Loan Party ”: The Company and each Subsidiary.

“ Loan or Loans ”: As defined in Section 2.1.1 .

“ Margin Stock ”: Any “margin stock” as defined in Regulation U.

“ Master Letter of Credit Agreement ”: At any time, with respect to the issuance of Letters of Credit, a master letter of credit agreement or reimbursement agreement in the form of Exhibit D , or successor form designated by the L/C Issuer.

“ Material Adverse Effect ”: (a) A material adverse change in, or a material adverse effect upon, the financial condition, operations, assets, business, properties or prospects of the Loan Parties taken as a whole, (b) a material impairment of the ability of any Loan Party to perform any of the Obligations under any Loan Document or (c) a material adverse effect upon any substantial portion of the collateral under the Collateral Documents or upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document.

“ Multiemployer Pension Plan ”: A multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Company or any other member of the Controlled Group may have any liability.

“ Note ”: A promissory note in the form of Exhibit A .

“ Notice of Borrowing ”: As defined in Section 2.2.2 .

“ Notice of Conversion/Continuation ”: As defined in Section 2.2.3 .

“ Obligations ”: All obligations (monetary (including post-petition interest, allowed or not) or otherwise) of any Loan Party under this Agreement and any other Loan Document including Attorney Costs and any reimbursement obligations of each Loan Party in respect of Letters of Credit and surety bonds, all Hedging Obligations permitted hereunder which are owed to any Lender or its Affiliates, and all Bank Products Obligations, all in each case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.

“ OFAC ”: As defined in Section 9.24 .

“ Operating Lease ”: Any lease of (or other agreement conveying the right to use) any real or personal property by any Loan Party, as lessee, other than any Capital Lease.

“ Outstandings ”: At any time, the sum of (a) the aggregate principal amount of all outstanding Loans after giving effect to any borrowings and prepayments or repayments occurring on such date, plus (b) the Stated Amount of all Letters of Credit.

“ PBGC ”: The Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

“ Pension Plan ”: A “pension plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA or the minimum funding standards of ERISA (other than a Multiemployer Pension Plan), and as to which the Company or any member of the Controlled Group may have any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

“ Person ”: Any natural person, corporation, partnership, trust, limited liability company, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity.

“ Pledge Agreement ”: That certain Amended and Restated Pledge Agreement dated as of even date herewith executed and delivered by the Company.

“ Prepayment Consideration Calculation ”: The method set forth in Schedule 5.2 for calculating whether any amounts are due and owing to the Lenders as the result of a prepayment of a Fixed Rate Loan as contemplated in Section 5.2(b) .

“ Prime Rate ”: For any day, the rate of interest in effect for such day as publicly announced from time to time by Agent as its prime rate (whether or not such rate is actually charged by Agent), which is not intended to be Agent’s lowest or most favorable rate of interest at any one time. Any change in the Prime Rate announced by Agent shall take effect at the opening of business on the day specified in the public announcement of such change; provided that Agent shall not be obligated to give notice of any change in the Prime Rate.

“ Regulation D ”: Regulation D of the FRB.

“ Regulation U ”: Regulation U of the FRB.

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

“ Reportable Event ”: A reportable event as defined in Section 4043 of ERISA and the regulations issued thereunder as to which the PBGC has not waived the notification requirement of Section 4043(a), or the failure of a Pension Plan to meet the minimum funding standards of Section 412 of the Code (without regard to whether the Pension Plan is a plan described in Section 4021(a)(2) of ERISA) or under Section 302 of ERISA.

“ Required Lenders ”: As of any date of determination, the Lenders having the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 13.2, Lenders holding in the aggregate more than 50% of the Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Lender for purposes of this definition); provided that if at any time there are only two Lenders, Required Lenders shall mean both Lenders (provided that for purposes of this determination a “Lender” shall include any other Lender that is an Affiliate of such Lender); provided further that the Commitment of, and the portion of the Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders (including when there are only two Lenders).

“ SEC ”: The Securities and Exchange Commission or any other governmental authority succeeding to any of the principal functions thereof.

“ Security Agreement ”: That certain Amended and Restated Security Agreement dated as of even date herewith executed and delivered by the Loan Parties.

“ Senior Debt ”: All Debt of the Company and its Subsidiaries other than Subordinated Debt.

“ Senior Officer ”: With respect to any Loan Party, any of the chief executive officer, the chief financial officer, the chief operating officer or the treasurer of such Loan Party.

“ Stated Amount ”: With respect to any Letter of Credit at any date of determination, (a) the maximum aggregate amount available for drawing thereunder under any and all circumstances plus (b) the aggregate amount of all unreimbursed payments and disbursements under such Letter of Credit.

“ Subordinated Debt ”: The Unsecured Notes and any other unsecured Debt of the Company which has subordination terms, covenants, pricing and other terms which have been approved in writing by the Required Lenders.

“ Subordinated Debt Documents ”: The Unsecured Note Documents and all other documents and instruments relating to the Subordinated Debt and all amendments and modifications thereof approved by the Required Lenders.

“ Subordination Agreements ”: The provisions of the Unsecured Note Documents in favor or for the benefit of the “Senior Debt” as defined therein and all other subordination agreements executed by a holder of Subordinated Debt in favor of Agent, for the ratable benefit of Agent and the Lenders, from time to time after the Closing Date.

“ Subsidiary ”: With respect to any Person, a corporation, partnership, limited liability company or other entity of which such Person owns, directly or indirectly, such number of outstanding Capital Securities as have more than 50% of the ordinary voting power for the election of directors or other managers of such corporation, partnership, limited liability company or other entity. Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to Subsidiaries of the Company.

“ Tangible Net Worth ”: As of any date of determination, the sum of the amounts set forth on the balance sheet of the Company and the Subsidiaries as total shareholder equity of the Company and the Subsidiaries, plus any Subordinated Debt, minus the book value of all intangible assets of the Company and the Subsidiaries (including all such items as goodwill, trade names, service marks, copyrights, patents, licenses, deferred items, unamortized debt discount, prepaid expenses and any other items deemed intangible by Agent), minus Investments in non-public companies net of cash dividends received in respect of such Investments.

“ Taxes ”: Any and all present and future taxes, duties, levies, imposts, deductions, assessments, charges or withholdings, and any and all liabilities (including interest and penalties and other additions to taxes) with respect to the foregoing, but excluding Excluded Taxes.

“ Termination Date ”: The earlier to occur of (a) June 15, 2013, or (b) such other date on which the Commitment terminates pursuant to Section 13 .

“ Termination Event ”: With respect to a Pension Plan that is subject to Title IV of ERISA, (a) a Reportable Event, (b) the withdrawal of Company or any other member of the Controlled Group from such Pension Plan during a plan year in which Company or any other member of the Controlled Group was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or was deemed such under Section 4068(f) of ERISA, (c) the termination of such

Pension Plan, the filing of a notice of intent to terminate the Pension Plan or the treatment of an amendment of such Pension Plan as a termination under Section 4041 of ERISA, (d) the institution by the PBGC of proceedings to terminate such Pension Plan or (e) any event or condition that might constitute grounds under Section 4042 of ERISA for the termination of, or appointment of a trustee to administer, such Pension Plan.

“ Total Plan Liability ”: At any time, the present value of all vested and unvested accrued benefits under all Pension Plans, determined as of the then most recent valuation date for each Pension Plan, using PBGC actuarial assumptions for single employer plan terminations.

“ type ”: As defined in Section 2.2.1 .

“ UCC ”: As defined in the Security Agreement.

“ Unfunded Liability ”: The amount (if any) by which the present value of all vested and unvested accrued benefits under all Pension Plans exceeds the fair market value of all assets allocable to those benefits, all determined as of the then most recent valuation date for each Pension Plan, using PBGC actuarial assumptions for single employer plan terminations.

“ Unmatured Event of Default ”: Any event that, if it continues uncured, will, with lapse of time or notice or both, constitute an Event of Default.

“ Unreimbursed Amount ”: As defined in Section 2.3.2(a).

“ Unsecured Note Documents ”: The Unsecured Notes, the Unsecured Note Registration Statement, the Unsecured Note Indenture, the Unsecured Note Prospectus and each other agreement relating to the Unsecured Notes.

“ Unsecured Note Indenture ”: That certain Indenture dated June 14, 2006 by and between the Company, as obligor, and Wells Fargo Bank, National Association, as trustee.

“ Unsecured Note Prospectus ”: That certain Prospectus of the Company dated June 14, 2006 relating to the Unsecured Notes and included as part of the Unsecured Note Registration Statement.

“ Unsecured Note Registration Statement ”: The Company’s registration statement in respect of the Unsecured Notes on Form S-1, declared effective by the Securities and Exchange Commission on or about June 14, 2006.

“ Unsecured Notes ”: The renewable unsecured subordinated notes of the Company issued under the Unsecured Note Indenture pursuant to the Unsecured Note Registration Statement.

“ Wholly-Owned Subsidiary ”: As to any Person, a Subsidiary all of the Capital Securities of which (except directors’ qualifying Capital Securities) are at the time directly or indirectly owned by such Person and/or another Wholly-Owned Subsidiary of such Person.

1.2 Other Interpretive Provisions .

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) Section, Annex, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.”

(e) Unless otherwise expressly provided herein, (i) references to agreements (including this Agreement and the other Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute or regulation.

(f) This Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and each shall be performed in accordance with its terms.

(g) This Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to Agent, the Company, each Lender and the other parties thereto and are the products of all parties. Accordingly, they shall not be construed against Agent merely because of Agent’s involvement in their preparation.

1.3 Letter of Credit Amounts . Unless otherwise specified herein the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any L/C Application or Master Letter of Credit Agreement related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

SECTION 2 COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND LETTER OF CREDIT PROCEDURES.

2.1 Commitments . On and subject to the terms and conditions of this Agreement, each Lender severally agrees to make Loans to, and the L/C Issuer agrees to issue Letters of Credit for the account of, the Loan Parties, jointly or severally, as follows:

2.1.1 Loan Commitment . Each Lender severally agrees to make Loans on a revolving basis from time to time until the Termination Date in the amounts as the Company may request from the Lender; provided , however , that after giving effect to any Loan, (i) the Outstandings will not at any time exceed Loan Availability and (ii) the aggregate Outstandings of any Lender shall not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, Borrower may borrow under this Section 2.1.1, prepay under Section 6.1.1, and reborrow under this Section 2.1.1.

2.1.2 L/C Commitment . Subject to Section 2.3.1 , the L/C Issuer, in reliance on the agreements of the other Lenders set forth herein, agrees to issue letters of credit, in each case containing such terms and conditions as are permitted by this Agreement and are reasonably satisfactory to the L/C Issuer (each, a “ Letter of Credit ”), at the request of and for the account of the Company from time to time before the scheduled Termination Date; provided that (a) the aggregate Stated Amount of all Letters of Credit shall not at any time exceed $5,000,000 and (b) the Outstandings shall not at any time exceed Loan Availability.

2.2 Loan Procedures .

2.2.1 Various Types of Loans . Each Loan shall be divided into tranches which are either a Base Rate Loan, a LIBOR Loan or a Fixed Rate Loan (each, a “ type ” of Loan), as the Company shall specify in the related Notice of Borrowing (with respect to Base Rate Loans or LIBOR Loans) or conversion (with respect to all types of Loans) pursuant to Section 2.2.2 or 2.2.3 . LIBOR Loans and Fixed Rate Loans having the same Interest Period are sometimes called a “ Group ” or, collectively, “ Groups ”. Base Rate Loans, LIBOR Loans and Fixed Rate Loans may be outstanding at the same time, provided that no more than eight (8) different Groups of LIBOR Loans shall be outstanding at any one time.

2.2.2 Borrowing Procedures.

(a) The Company shall give written notice (each such written notice, a “ Notice of Borrowing ”) substantially in the form of Exhibit E or telephonic notice (followed immediately by a Notice of Borrowing) to Agent of each proposed borrowing of a revolving Loan not later than (a) in the case of a Base Rate Loan or a Fixed Rate Loan, 11:00 A.M., Minneapolis time, on the proposed date of such borrowing, and (b) in the case of a LIBOR Loan, 11:00 A.M., Minneapolis time, at least three Business Days prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by Agent, shall be irrevocable, and shall specify the date, amount and type of borrowing and, (i) in the case of a LIBOR Loan, the initial Interest Period therefor, and (ii) in the case of a Fixed Rate Loan, the initial Interest Period therefor as well as an amortization schedule reflecting equal monthly payments over the life of such Fixed Rate Loan over the Interest Period therefor commencing on the same date of the next month following the borrowing (or such other method of amortization approved in writing by the Lender prior to the commencement of the Interest Period therefor). Each Base Rate Loan shall be in an aggregate amount of at least $100,000 or a higher integral multiple of $100,000. Each LIBOR Loan shall be in an aggregate amount of at least $100,000 or a higher integral multiple of $100,000. Each Fixed Rate Loan shall be in an aggregate amount of at least $200,000 or a higher integral multiple of $100,000; provided , however , that the Loan Parties may not borrow, convert to, or continue, more than eighteen (18) Fixed Rate Loans, in the aggregate, in any calendar year.

(b) Following receipt of a Notice of Borrowing, Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans. Each Lender shall make the amount of its Loan available to Agent in immediately available funds at Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Notice of Borrowing. Upon satisfaction of the applicable conditions set forth in Section 12 , Agent shall make all funds so received available to the Company in like funds as received by Agent either by

(i) crediting the account of Borrower on the books of LaSalle with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) Agent by the Company; provided , however , that if, on the date the Notice of Borrowing with respect to such borrowing is given by the Company, there are Unreimbursed Amounts outstanding, then the proceeds of such borrowing first , shall be applied, to the payment in full of any such Unreimbursed Amounts, and second , shall be made available to the Company as provided above.

2.2.3 Conversion and Continuation Procedures .

(a) Subject to Section 2.2.1 , the Company may, upon irrevocable written notice to Agent in accordance with clause (b) below:

(i) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $100,000 or a higher integral multiple of $100,000) into Loans of the other type; or

(ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $100,000 or a higher integral multiple of $100,000) for a new Interest Period;

provided that (i) the Loan Parties may not borrow, convert to, or continue, more than eighteen (18) Fixed Rate Loans, in the aggregate, in any calendar year, and (ii) after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $100,000 or a higher integral multiple of $100,000, and the aggregate principal amount of each Group of Fixed Rate Loans shall be at least $200,000 or a higher integral multiple of $100,000.

(b) The Company shall give written notice (each such written notice, a “ Notice of Conversion/Continuation ”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Minneapolis time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Minneapolis time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case:

(i) the proposed date of conversion or continuation;

(ii) the aggregate amount of Loans to be converted or continued;

(iii) the type of Loans resulting from the proposed conversion or continuation; and

(iv) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor.

(c) If upon the expiration of any Interest Period applicable to LIBOR Loans or Fixed Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to

such LIBOR Loans or Agent has failed to approve a new Interest Period to be applicable to such Fixed Rate Loans, the Company shall be deemed to have elected to convert such LIBOR Loans or Fixed Rate Loans, as applicable, into Base Rate Loans effective on the last day of such Interest Period.

(d) Any conversion of a LIBOR Loan on a day other than the last date of an Interest Period therefor shall be subject to Section 8.4 and any conversion of a Fixed Rate Loan on a day other than the last date of an Interest Period therefor shall be subject to Section 5.2(b) .

(e) Following receipt of a Notice of Conversion/Continuation, Agent shall promptly notify each Lender of such notice, and if no timely Notice of Conversion/Continuation is provided by the Company, Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.2.3(c). All conversions and continuation of Loans must be made uniformly and ratably among the Lenders.

2.3 Letter of Credit Procedures .

2.3.1 L/C Applications . The Loan Parties shall execute and deliver to the L/C Issuer the Master Letter of Credit Agreement from time to time in effect. The Company shall give notice to the L/C Issuer (with a copy to the Agent) of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser number of days as the Lender shall agree in any particular instance in its sole discretion) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects satisfactory to the L/C Issuer, together with such other documentation as the L/C Issuer may request in support thereof, it being understood that each L/C Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the expiration date of such Letter of Credit (which shall not be later than the earlier of thirty (30) days prior to (i) one year after the date of issuance thereof and (ii) the scheduled Termination Date (unless such Letter of Credit is Cash Collateralized); provided , a Letter of Credit with an expiration date of one year may provide for renewal thereof in additional one-year periods, subject to the preceding clause (ii)) and whether such Letter of Credit is to be transferable in whole or in part. So long as the L/C Issuer has not received written notice from Agent, any Lender or any Loan Party that the conditions precedent set forth in Section 12 with respect to the issuance of such Letter of Credit have not been satisfied, the L/C Issuer shall issue such Letter of Credit on the requested issuance date. In the event of any inconsistency between the terms of the Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control.

2.3.2 Reimbursement Obligations; Fundings of Participations .

(a) The L/C Issuer shall notify the Company and Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the L/C Issuer to so notify the Company or Agent shall not affect the rights of the L/C Issuer or the Lenders in any manner whatsoever. Not later than 11:00 a.m. Minneapolis time on the date of any payment or disbursement by the L/C Issuer under a Letter of Credit (the “ Honor Date ”), each Loan Party, jointly and severally, hereby unconditionally and irrevocably agrees to reimburse the L/C Issuer through Agent for each such payment or disbursement. If the Loan Parties fail to so reimburse the L/C Issuer by such time, Agent shall promptly notify each Lender of the Honor Date, the

amount of the unreimbursed drawing or disbursement (the “ Unreimbursed Amount ”), and the amount of the Lender’s Applicable Percentage thereof. In such event, the Company shall be deemed to have requested a borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and satisfaction of the conditions set forth in Section 12.2. Any notice given by the L/C Issuer or Agent pursuant to this Section 2.3.2(a) may be given by telephone if immediately confirmed in writing; provided that the lack of such immediate confirmation shall not affect the conclusiveness of binding effect of such notice.

(b) Each Lender shall upon any notice pursuant to Section 2.3.2(a) make funds available to Agent for the account of the L/C Issuer at Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by Agent, whereupon, subject to the provisions of Section 2.3.2(c), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Company in such amount. Agent shall remit the funds so received to the L/C Issuer.

(c) With respect to any Unreimbursed Amount that is not fully refinanced by a borrowing of Base Rate Loans because the conditions set forth in Section 12.2 cannot be satisfied or for any other reason, the Loan Parties shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to Agent for the account of the L/C Issuer pursuant to Section 2.3.2(b) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.3.2.

(d) Until each Lender funds its Loan or L/C Advance pursuant to this Section 2.3.2 to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

(e) Each Lender’s obligation to make Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.3.2, shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Company, any other Loan Party or any other Person for any reason whatsoever; (B) the occurrence or continuance of an Unmatured Event of Default or an Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Lender’s obligation to make Committed Loans pursuant to this Section 2.3.2 is subject to the conditions set forth in Section 12.2. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Loan Parties to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(f) If any Lender fails to make available to Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.3.2 by the time specified in Section 2.3.2(b), the L/C Issuer shall be entitled to recover from such Lender (acting through Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the LC/ Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through Agent) with respect to any amounts owing under this clause (f) shall be conclusive absent manifest error.

2.3.3 Repayment of Participations .

(a) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.3.2, if Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from any Loan Party or otherwise, including proceeds of Cash Collateral applied thereto by Agent), Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by Agent.

(b) If any payment received by Agent for the account of the L/C Issuer pursuant to Section 2.3.2(a) is required to be returned under any of the circumstances described in Section 16.6 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

2.3.4 Obligations Absolute . The Loan Parties’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (i) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (ii) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the L/C Issuer, Agent, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (iii) the validity, sufficiency or genuineness of any document which the L/C Issuer has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (iv) the surrender or impairment of any security for the performance or observance of any of the terms hereof.

2.3.5 Role of L/C Issuer . Each Lender and each Loan Party agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Issuer document. The Company and each other Loan Party hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided , however , that this assumption is not intended to, and shall not, preclude the Company’s (or any Loan Party) pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (iv) of Section 2.3.4; provided , however , that anything in such clauses to the contrary notwithstanding, the Company may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company which the Company proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

2.3.6 Cash Collateral . Upon the request of Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the L/C Expiration Date, any L/C Obligation for any reason remains outstanding, the Company shall, in each case, immediately Cash Collateralize the then outstanding amount of all L/C Obligations (including any fees then due and owing). Sections 2.3.1, 6.1.2 and 13.2 set forth certain additional requirements to deliver Cash Collateral hereunder. The Company and each Loan Party hereby grants to Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at LaSalle.

2.3.7 Applicability of ISP and UCP . Unless otherwise expressly agreed by the L/C Issuer and the Company when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the “ ICC ”) at the time of issuance shall apply to each commercial Letter of Credit.

2.4 Certain Conditions . Notwithstanding any other provision of this Agreement, neither Agent nor any Lender or the L/C Issuer shall have an obligation to make any Loan, or to permit the continuation of or any conversion into any LIBOR Loan, or to issue any Letter of Credit, if an Event of Default or Unmatured Event of Default exists.

SECTION 3 EVIDENCING OF LOANS.

3.1 Notes . The Loans made by each Lender shall be evidenced by a Note, with appropriate insertions, payable to the order of each Lender in a face principal amount equal to its Commitment.

3.2 Recordkeeping . Each Lender shall record in its records, the date and amount of each Loan made by such Lender, each repayment or conversion thereof, the purchases and sales by such Lender of participations in Letters of Credit and, in the case of each LIBOR Loan and each Fixed Rate Loan, the dates on which each Interest Period for such Loan shall begin and end. The aggregate unpaid principal amount so recorded shall be rebuttably presumptive evidence of the principal amount of the Loans owing and unpaid to such Lender. The failure to so record any such amount or any error in so recording any such amount shall not, however, limit or otherwise affect the Obligations of the Loan Parties hereunder or under any Note to repay the principal amount of the Loans hereunder, together with all interest accruing thereon.

SECTION 4 INTEREST.

4.1 Interest Rates . The Loan Parties, jointly and severally, promise to pay interest on the unpaid principal amount of each Loan for the period commencing on the date of such Loan until such Loan is paid in full as follows:

(a) at all times while such Loan is a Base Rate Loan, at a rate per annum equal to the sum of the Base Rate from time to time in effect plus the Applicable Margin; and

(b) at all times while such Loan is a LIBOR Loan, at a rate per annum equal to the sum of the LIBOR Rate applicable to each Interest Period for such Loan plus the Applicable Margin;

(c) at all times while such Loan is a Fixed Rate Loan, at a rate per annum equal to the sum of the Fixed Rate applicable to each Interest Period for such Loan plus the Applicable Margin;

provided that at any time an Event of Default exists, unless the Required Lenders otherwise consent, the interest rate applicable to each Loan shall be the Default Rate, provided further that such increase may thereafter be rescinded by the Required Lenders. Notwithstanding the

foregoing, upon the occurrence of an Event of Default under Section 13.1.1 or 13.1.4 , such increase shall occur automatically.

4.2 Interest Payment Dates . Accrued interest on each Base Rate Loan shall be payable in arrears on the first day of each calendar month and at maturity. Accrued interest on each LIBOR Loan shall be payable on the last day of each Interest Period relating to such Loan (and, in the case of a LIBOR Loan having a six-month Interest Period, on the three-month anniversary of the first day of such Interest Period), upon a prepayment of such Loan, and at maturity. Accrued interest on each Fixed Rate Loan shall be payable on the same date as payments are made on the principal in accordance with the amortization schedule delivered pursuant to Section 2.2.2(a), upon a prepayment of such Loan, and at maturity. After maturity, and at any time an Event of Default exists, accrued interest on all Loans shall be payable on demand.

4.3 Setting and Notice of LIBOR Rates . The applicable LIBOR Rate for each Interest Period shall be determined by Agent, and notice thereof shall be given by Agent promptly to the Company and the Lenders. Each determination of the applicable LIBOR Rate by Agent shall be conclusive and binding upon the parties hereto, in the absence of demonstrable error. Agent shall, upon written request of the Company, deliver to the Company a statement showing the computations used by Agent in determining any applicable LIBOR Rate hereunder.

4.4 Computation of Interest . Interest shall be computed for the actual number of days elapsed on the basis of a year of 360 days. The applicable interest rate for each Base Rate Loan shall change simultaneously with each change in the Base Rate.

SECTION 5 FEES.

5.1 Letter of Credit Fees

(a) The Loan Parties, jointly and severally, agree to pay to the L/C Issuer a letter of credit fee for each Letter of Credit equal to the L/C Fee Rate of the Stated Amount of such Letter of Credit (computed for the actual number of days elapsed on the basis of a year of 360 days); provided that, unless the L/C Issuer otherwise consents, the rate applicable to each Letter of Credit shall be increased by 2% at any time that an Event of Default exists. Such letter of credit fee shall be payable in arrears on the first day of each calendar month and on the Termination Date (or such later date on which such Letter of Credit expires or is terminated) for the period from the date of the issuance of each Letter of Credit (or the last day on which the letter of credit fee was paid with respect thereto) to the date such payment is due or, if earlier, the date on which such Letter of Credit expired or was terminated.

(b) In addition, with respect to each Letter of Credit, the Company agrees to pay to the L/C Issuer such fees and expenses as the L/C Issuer customarily requires in connection with the issuance, negotiation, processing and/or administration of letters of credit in similar situations, including a letter of credit fronting fee in the amount and at the times agreed to by the Company and the L/C Issuer.

5.2 Other Fees

(a) Non-Utilization Fee . The Loan Parties, jointly and severally, agree to pay to each Lender a non-utilization fee equal to 0.25% of the total of (i) such Lender’s Commitment, minus (ii) the daily average of the aggregate principal amount of the Outstandings attributable to such Lender, which non-utilization fee shall be (X) calculated on the basis of a year consisting of 360 days, (Y) paid for the actual number of days elapsed, and (Z) payable monthly in arrears on the last day of each calendar month and on the Termination Date.

(b) Fixed Rate Loan Prepayment Fee . The Loan Parties, jointly and severally, agree to pay to each Lender, with respect to any prepayment made on a Fixed Rate Loan that is not in accordance with the applicable amortization schedule for such Fixed Rate Loan provided to and approved by Agent pursuant to Section 2.2.2 (other than partial prepayments permitted pursuant to Section 6.1.3 ), a prepayment fee equal to the amount of all net losses, costs and expenses sustained or incurred by such Lender as a result of such prepayment (including any net loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain any Fixed Rate Loan), as reasonably determined by Agent in accordance with the Prepayment Consideration Calculation.

(c) Origination Fee . The Loan Parties, jointly and severally, agree to pay (i) to LaSalle an origination fee equal to 0.30% of $5,000,000 (the amount by which LaSalle’s Commitment has increased pursuant to this Agreement) and (ii) to The PrivateBank and Trust Company an origination fee equal to 0.30% of $25,000,000 (the amount of The PrivateBank and Trust Company’s Commitment). Each such fee shall be due and payable upon the execution of this Agreement and shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(d) Lender’s Fees . The Loan Parties, jointly and severally, agree to pay to each Lender such other reasonable fees and expenses as are mutually agreed to from time to time by the Company and such Lender, including the fees required to be paid in accordance with Section 16.5 .

SECTION 6 REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENT; PREPAYMENTS.

6.1 Prepayments

6.1.1 Voluntary Prepayments . The Loan Parties may from time to time prepay the Loans in whole or in part; provided that the Company shall give Agent and each Lender notice thereof not later than 11:00 A.M., Minneapolis time, on the day of such prepayment (which shall be a Business Day), specifying the Loans to be prepaid and the date and amount of prepayment.

6.1.2 Mandatory Prepayments . If on any day the Outstandings exceed the Borrowing Base, the Loan Parties shall immediately prepay the Loans and/or Cash Collateralize the outstanding Letters of Credit, or do a combination of the foregoing, in an amount sufficient to eliminate such excess.

6.1.3 Manner of Prepayments . Each voluntary partial prepayment shall be in a principal amount of $25,000 or a higher integral multiple of $5,000. Any partial prepayment of a Group of LIBOR Loans shall be subject to the proviso to Section 2.2.3(a) . Any prepayment of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall include interest on the principal amount being repaid and shall be subject to Section 8.4 . Any prepayment of a Fixed Rate Loan on a day other than the last day of an Interest Period therefor shall include interest on the principal amount being repaid and, if such prepayment is not a partial prepayment permitted pursuant to Section 2.2.2(a), shall be subject to Section 5.2(b) . Except as otherwise provided by this Agreement, all principal payments in respect of the Loans shall be applied first to repay outstanding Base Rate Loans, then to repay outstanding Fixed Rate Loans in direct order of Interest Period maturities and then to repay outstanding LIBOR Rate Loans in direct order of Interest Period maturities.

6.2 Repayments . The Loans shall be paid in full and the Commitment shall terminate on the Termination Date.

6.3 Reduction of Aggregate Commitments . The Loan Parties may, at any time, upon not less than 30 days’ prior written notice from the Company to Agent and each Lender, reduce the amount of the Aggregate Commitments, with any such reduction in a minimum amount of $1,000,000, or, if more, in an integral multiple of $500,000 and on a pro rata basis for each Commitment; provided , however , that the Loan Parties may not at any time reduce the amount of Aggregate Commitments below the Outstandings.

SECTION 7 MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES.

7.1 Payments Generally; Agent’s Clawback

7.1.1 G eneral All payments to be made by the Loan Parties hereunder or any Loan Document shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Loan Parties hereunder shall be made to Agent, for the account of the respective Lenders to which such payment is owed, at Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein. Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s lending office. All payments received by Agent after 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Loan Party shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

7.1.2 Fundings by Lenders; Payments by Loan Parties

(a) Unless Agent shall have received notice from a Lender prior to the proposed date of any borrowing of LIBOR Loans or Fixed Rate Loans (or, in the case of any borrowing of Base Rate Loans, prior to 12:00 noon on the date of such borrowing) that such Lender will not make available to Agent such Lender’s share of such borrowing, Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2.2 (or, in the case of a borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.2.2) and may, in reliance upon such assumption, make available to the Company a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to Agent, then the applicable Lender and the Loan Parties severally agree to pay to Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Company to but excluding the date of payment to Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Agent in connection with the foregoing and (B) in the case of a payment to be made by the Loan Parties, the interest rate applicable to Base Rate Loans. If the Loan Parties and such Lender shall pay such interest to Agent for the same or an overlapping period, Agent shall promptly remit to the Company the amount of such interest paid by the Loan Parties for such period. If such Lender pays its share of the applicable

borrowing to Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Loan Parties shall be without prejudice to any claim the Loan Parties may have against a Lender that shall have failed to make such payment to Agent

(b) Unless Agent shall have received notice from the Company prior to the date on which any payment is due to Agent for the account of the Lenders or the L/C Issuer hereunder that a Loan Party will not make such payment, Agent may assume that a Loan Party has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if a Loan Party has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Agent, at the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation. A notice of Agent to any Lender or the Company with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

7.1.3 Failure to Satisfy Conditions Precedent . If any Lender makes available to Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 7.1, and such funds are not made available to the Company by Agent because the conditions to the applicable Loan set forth in Article 12 are not satisfied or waived in accordance with the terms hereof, Agent shall promptly and in any event within one Business Day return such funds (in like funds as received from such Lender) to such Lender, with interest at the Federal Funds Rate.

7.1.4 Obligations of Lenders Several . The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and to make payments under Section 16.5(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 16.5(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make its payment under Section 16.5(c).

7.2 Sharing of Payments . If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by a Loan Party pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than to a Loan Party or any Subsidiary thereof (as to which the provisions of this Section shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

7.3 Application of Certain Payments . So long as no Unmatured Event of Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due shall be applied to those scheduled payments and (b) voluntary and mandatory prepayments shall be applied as set forth in Sections 6.2 and 6.3 . After the occurrence and during the continuance of an Unmatured Event of Default or Event of Default, all amounts collected or received by the Lender as proceeds from the sale of, or other realization upon, all or any part of the collateral shall be applied as the Lender shall determine in its discretion.

7.4 Due Date Extension . If any payment of principal or interest with respect to any of the Loans, or of any fees, falls due on a day which is not a Business Day, then such due date shall be extended to the immediately following Business Day (unless, in the case of a LIBOR Loan, such immediately following Business Day is the first Business Day of a calendar month, in which case such due date shall be the immediately preceding Business Day) and, in the case of principal, additional interest shall accrue and be payable for the period of any such extension.

7.5 Setoff . Each Loan Party agrees that Agent, the L/C Issuer and each Lender has all rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, each Loan Party agrees that at any time any Event of Default exists, Agent, the L/C Issuer or any Lender may apply to the payment of any Obligations of the Loan Parties hereunder, whether or not then due, any and all balances, credits, deposits, accounts or moneys of any Loan Party then or thereafter with Agent, the L/C Issuer or any Lender, as applicable.

7.6 Taxes

(a) To the extent permitted by applicable law, all payments hereunder or under the Loan Documents (including any payment of principal, interest, or fees) to, or for the benefit, of any person shall be made by the Loan Parties free and clear of and without deduction or withholding for, or account of, any Taxes now or hereinafter imposed by any taxing authority.

(b) If a Loan Party makes any payment hereunder or under any Loan Document in respect of which it is required by applicable law to deduct or withhold any Taxes, such Loan Party shall increase the

payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 7.6(b) ), the amount paid to the Lender equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 7.6(b) . To the extent a Loan Party withholds any Taxes on payments hereunder or under any Loan Document, such Loan Party shall pay the full amount deducted to the relevant taxing authority within the time allowed for payment under applicable law and shall deliver to the affected Lender (with a copy to Agent) within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Lender) evidencing the payment of all amounts so required to be deducted or withheld from such payment.

(c) If any Lender is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against any Lender with respect to amounts received or receivable hereunder or under any other Loan Document, the Loan Parties, jointly and severally, will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any taxes imposed as a result of the receipt of the payment under this Section 7.6(c). A certificate prepared in good faith as to the amount of such payment by the Lender shall, absent manifest error, be final, conclusive, and binding on all parties.

SECTION 8 INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS.

8.1 Increased Costs

(a) If, after the date hereof, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 4 ), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by such Lender; or (ii) shall impose on such Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender (or any LIBOR Office of such Lender) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender (or its LIBOR Office) under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail), the Loan Parties shall pay to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor.

(b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy of such Lender, 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 the compliance by such Lender or any Person controlling such Lender with any request or directive regarding capital adequacy of such Lender (whether or not having the force of law) by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies

with respect to capital adequacy of such Lender) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail), the Loan Parties shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor.

8.2 Basis for Determining Interest Rate Inadequate or Unfair . If:

(a) any Lender reasonably determines (which determination shall be binding and conclusive on the Loan Parties) that by reason of circumstances affecting the interbank LIBOR market adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate; or

(b) any Lender reasonably determines that the LIBOR Rate will not adequately and fairly reflect the cost to such Lender of maintaining or funding LIBOR Loans for such Interest Period (taking into account any amount to which such Lender may be entitled under Section 8.1 ) or that the making or funding of LIBOR Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lender materially affects such Loans;

then such Lender shall promptly notify the Company thereof and, so long as such circumstances shall continue, (i) such Lender shall be under no obligation to make or convert any Base Rate Loans into LIBOR Loans and (ii) on the last day of the current Interest Period for each LIBOR Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan.

8.3 Changes in Law Rendering LIBOR Loans Unlawful . If any change in, or the adoption of any new, law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful for any Lender to make, maintain or fund LIBOR Loans, then such Lender shall promptly notify the Company and, so long as such circumstances shall continue, (a) such Lender shall have no obligation to make or convert any Base Rate Loan into a LIBOR Loan and (b) on the last day of the current Interest Period for each LIBOR Loan of such Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such LIBOR Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Lender which, but for the circumstances described in the foregoing sentence, would be a LIBOR Loan (an “ Affected Loan ”) shall remain outstanding for the period corresponding to the Group of LIBOR Loans of which such Affected Loan would be a part absent such circumstances.

8.4 Funding Losses . The Loan Parties hereby agree that upon demand by any Lender (which demand shall be accompanied by a statement setting forth the basis for the amount being claimed), the Loan Parties will indemnify such Lender against any net loss or expense which such Lender may sustain or incur (including any net loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain any LIBOR Loan), as reasonably determined by such Lender, as a result of (a) any

payment, prepayment or conversion of any LIBOR Loan of such Lender on a date other than the last day of an Interest Period for such Loan (including any conversion pursuant to Section 8.3 ) or (b) any failure of the Company or another Loan Party to borrow, convert or continue any Loan on a date specified therefor in a notice of borrowing, conversion or continuation pursuant to this Agreement. For this purpose, all such notices to any Lender pursuant to this Agreement shall be deemed to be irrevocable.

8.5 Right of the Lenders to Fund through Other Offices . Each Lender may, if it so elects, fulfill its commitment as to any LIBOR Loan by causing a foreign branch or Affiliate of such Lender to make such Loan; provided that in such event for the purposes of this Agreement such Loan shall be deemed to have been made by such Lender and the obligation of the Company to repay such Loan shall nevertheless be to such Lender and shall be deemed held by it, to the extent of such Loan, for the account of such branch or Affiliate.

8.6 Discretion of the Lenders as to Manner of Funding . Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained each LIBOR Loan during each Interest Period for such Loan through the purchase of deposits having a maturity corresponding to such Interest Period and bearing an interest rate equal to the LIBOR Rate for such Interest Period.

8.7 Mitigation of Circumstances . Each Lender shall promptly notify the Company of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s sole judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Loan Parties to pay any amount pursuant to Section 7.6 or 8.1 or (ii) the occurrence of any circumstances described in Section 8.2 or 8.3 (and, if such Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to the Loan Parties of) any event described in clause (i) or (ii) above and such designation will not, in such Lender’s sole judgment, be otherwise disadvantageous to such Lender.

8.8 Conclusiveness of Statements; Survival of Provisions . Determinations and statements of any Lender pursuant to Section 8.1 , 8.2 , 8.3 or 8.4 shall be conclusive absent demonstrable error. Each Lender may use reasonable averaging and attribution methods in determining compensation under Sections 8.1 and 8.4 , and the provisions of such Sections shall survive repayment of the Obligations, cancellation of the Note, expiration or termination of the Letters of Credit and termination of this Agreement.

SECTION 9 REPRESENTATIONS AND WARRANTIES.

To induce the Lenders to enter into this Agreement and to induce the Lenders to make Loans and/or issue Letters of Credit hereunder, each Loan Party represents and warrants to the Lenders that:

9.1 Organization . Each Loan Party is validly existing and in good standing under the laws of its jurisdiction of organization; and each Loan Party is duly qualified to do business in each jurisdiction where, because of the nature of its activities or properties, such qualification is required, except for such jurisdictions where the failure to so qualify would not have a Material Adverse Effect.

9.2 Authorization; No Conflict . Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, is duly authorized to borrow monies hereunder and is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the borrowings by the Loan Parties hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of any Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of Agent, for the ratable benefit of Agent and the Lenders, created pursuant to the Collateral Documents).

9.3 Validity and Binding Nature . Each of this Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

9.4 Financial Condition . The audited consolidated financial statements of the Company and its Subsidiaries as at December 29, 2007 and the unaudited consolidated financial statements of the Company and the Subsidiaries as at March 29, 2008, copies of each of which have been delivered to Agent and each Lender, were prepared in accordance with GAAP (subject, in the case of such unaudited statements, to the absence of footnotes and to normal year-end adjustments) and present fairly the consolidated financial condition of the Company and its Subsidiaries as at such dates and the results of their operations for the periods then ended.

9.5 No Material Adverse Change . Since December 29, 2007, there has been no material adverse change in the financial condition, operations, assets, business, properties or prospects of the Loan Parties taken as a whole.

9.6 Litigation and Contingent Liabilities . No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the knowledge of any Loan Party, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6 . Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1 .

9.7 Ownership of Properties; Liens . Each Loan Party owns good and, in the case of real property, marketable title to all of its properties and assets, real and personal, tangible and

intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights), free and clear of all Liens, charges and claims (including infringement claims with respect to patents, trademarks, service marks, copyrights and the like) except as permitted by Section 11.2 and listed in Schedule 9.7 .

9.8 Equity Ownership; Subsidiaries . All issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of Agent, for the ratable benefit of Agent and the Lenders, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. As of the Closing Date, the Company has no Subsidiaries other than those specifically disclosed in part (a) of Schedule 9.8 and no Loan Party has material Investments in any other corporation or entity other than those specifically disclosed in part (b) of Schedule 9.8 . As of the Closing Date, each Subsidiary is a Wholly-Owned Subsidiary and all of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary is, directly or indirectly, owned by the Company.

9.9 Pension Plans

(a) The Unfunded Liability of all Pension Plans does not in the aggregate exceed twenty percent of the Total Plan Liability for all such Pension Plans. Each Pension Plan complies in all material respects with all applicable requirements of law and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA or the terms of any Pension Plan has occurred with respect to any Pension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or otherwise to have a Material Adverse Effect. There are no pending or, to the knowledge of any Loan Party, threatened, claims, actions, investigations or lawsuits against any Pension Plan, any fiduciary of any Pension Plan, or the Company or any other member of the Controlled Group with respect to a Pension Plan or a Multiemployer Pension Plan which could reasonably be expected to have a Material Adverse Effect. Neither the Company nor any other member of the Controlled Group has engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Pension Plan or Multiemployer Pension Plan which would subject that Person to any material liability. Within the past five years, neither the Company nor any other member of the Controlled Group has engaged in a transaction which resulted in a Pension Plan with an Unfunded Liability being transferred out of the Controlled Group, which could reasonably be expected to have a Material Adverse Effect. No Termination Event has occurred or is reasonably expected to occur with respect to any Pension Plan, which could reasonably be expected to have a Material Adverse Effect.

(b) All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by the Company or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; neither the Company nor any other member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred any withdrawal liability with respect to any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any such plan; and neither the Company nor any other member of the Controlled Group has received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent.

9.10 Investment Company Act . No Loan Party is an “investment company” or a company “controlled” by an “investment company” or a “subsidiary” of an “investment company,” within the meaning of the Investment Company Act of 1940.

9.11 Public Utility Holding Company Act . No Loan Party is a “holding company”, or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 2005.

9.12 Regulation U . No Loan Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock.

9.13 Taxes; Tax Shelter Registration

(a) Each Loan Party has timely filed all tax returns and reports required by law to have been filed by it and has paid all taxes and governmental charges due and payable with respect to such return, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. The Loan Parties have made adequate reserves on their books and records in accordance with GAAP for all taxes that have accrued but which are not yet due and payable. No Loan Party has participated in any transaction that relates to a year of the taxpayer (which is still open under the applicable statute of limitations) which is a “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(2) (irrespective of the date when the transaction was entered into).

(b) No Loan Party intends to treat any of the transactions contemplated by any Loan Document as being a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4.

9.14 Solvency, etc . On the Closing Date, and immediately prior to and after giving effect to the issuance of each Letter of Credit and each borrowing hereunder and the use of the proceeds thereof, with respect to each Loan Party, individually, (a) the fair value of its assets is greater than the amount of its liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated, (b) the present fair saleable value of its assets is not less than the amount that will be required to pay the probable liability on its debts as they become absolute and matured, (c) it is able to realize upon its assets and pay its debts and other liabilities (including disputed, contingent and unliquida

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