Exhibit 10

Execution Copy

SECOND AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT

Dated as of May 23, 2008

Among

COURIER CORPORATION

COURIER COMPANIES, INC.

COURIER PUBLISHING, INC.

COURIER KENDALLVILLE, INC.

COURIER PROPERTIES, INC.

CREATIVE HOMEOWNER DISTRIBUTION SERVICES, LLC

NATIONAL PUBLISHING COMPANY

COURIER NEW MEDIA, INC.

BOOK-MART PRESS, INC.

DOVER PUBLICATIONS, INC.

RESEARCH & EDUCATION ASSOCIATION, INC.

MOORE-LANGEN PRINTING COMPANY, INC.

FEDERAL MARKETING CORP.

as Borrowers

and

RBS CITIZENS, NATIONAL ASSOCIATION

(successor by merger to Citizens Bank of Massachusetts)

KEYBANK NATIONAL ASSOCIATION

WELLS FARGO BANK, NATIONAL ASSOCIATION

JPMORGAN CHASE BANK, N.A.

as Banks

and

RBS CITIZENS, NATIONAL ASSOCIATION

(successor by merger to Citizens Bank of Massachusetts)

as Agent and Issuing Bank

and

RBS SECURITIES CORPORATION D/B/A RBS GREENWICH CAPITAL

J.P. MORGAN SECURITIES INC.

as Joint Lead Arrangers and Joint Book Runners

TABLE OF CONTENTS

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SECOND AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT

THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is amended and restated as of May 23, 2008, among COURIER CORPORATION, a Massachusetts corporation (“ Courier ”), COURIER COMPANIES, INC., a Massachusetts corporation (“ Companies ”), COURIER PUBLISHING, INC., a Massachusetts corporation (“ CPI ”), COURIER KENDALLVILLE, INC., an Indiana corporation (“ Kendallville ”), COURIER PROPERTIES, INC., a Massachusetts corporation (“ Properties ”), NATIONAL PUBLISHING COMPANY, a Pennsylvania corporation (“ Publishing ”), COURIER NEW MEDIA, INC., a Massachusetts corporation (“ New Media ”), BOOK-MART PRESS, INC.,  a Delaware corporation (“ Book-Mart ”), DOVER PUBLICATIONS, INC., a New York corporation (“ Dover ”), RESEARCH & EDUCATION ASSOCIATION, INC., a Delaware corporation (“ REA ”), MOORE-LANGEN PRINTING COMPANY, INC., an Indiana corporation (“ M-L ”), FEDERAL MARKETING CORP., a New Jersey corporation (“ FMC ”), and CREATIVE HOMEOWNER DISTRIBUTION SERVICES, LLC, a Delaware limited liability company (“ CHDS ”) (Courier, Companies, CPI, Kendallville, Properties, Publishing, New Media, Book-Mart, Dover, REA, M-L, FMC and CHDS being sometimes hereinafter referred to individually as a “Borrower” and collectively as the “ Borrowers ”), RBS CITIZENS, NATIONAL ASSOCIATION (successor by merger to Citizens Bank of Massachusetts), a national banking association (“ Citizens ”), KEYBANK NATIONAL ASSOCIATION, a national banking association (“ Key ”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“ Wells Fargo ”) and JPMORGAN CHASE BANK, N.A., a national banking association (“ JPM ”; and together with Citizens, Key and Wells Fargo, the “ Banks ”), and RBS CITIZENS, NATIONAL ASSOCIATION (successor by merger to Citizens Bank of Massachusetts), executing this Agreement in the capacity of Agent for the Banks (the “ Agent ”) and Issuing Bank (the “ Issuing Bank ”).

WHEREAS, the Borrowers, the Banks and the Agent are party to that certain Amended and Restated Revolving Credit Agreement dated as of March 31, 2003 (as amended, the “ Existing Loan Agreement ”);

WHEREAS, the Borrowers, the Banks and the Agent desire to amend and restate the Existing Loan Agreement as set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree that the Existing Loan Agreement shall be amended and restated effective as of May 23, 2008 to read in its entirety as follows:

SECTION 1.        DEFINITIONS AND RULES OF INTERPRETATION.

1.1            Definitions .  As used herein

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1.1.1         “ Adjusted LIBOR Rate ” means, relative to any LIBOR Rate Loan to be made, continued or maintained as, or converted into, a LIBOR Rate Loan for any Interest Period, a rate per annum determined by dividing (x) the LIBOR Rate for such Interest Period by (y) a percentage equal to one hundred percent (100%) minus the LIBOR Reserve Percentage.

1.1.2         “ Affiliate ” means, with reference to any Person, (i) any director, officer or employee of that Person, (ii) any other Person controlling, controlled by or under direct or indirect common control of that Person, (iii) any other Person directly or indirectly holding 5% or more of any class of the capital stock or other equity interests (including options, warrants, convertible securities and similar rights) of that Person and (iv) any other Person 5% or more of any class of whose capital stock or other equity interests (including options, warrants, convertible securities and similar rights) is held directly or indirectly by that Person; provided that the term “Affiliate” shall not include the Borrowers or any of their respective Subsidiaries.  For purposes of Sections 3.13, 5.12 and 5.13 hereof, “Affiliate” shall mean, within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, (i) any member of a controlled group of corporations which includes a Borrower, (ii) any trade or business, whether or not incorporated, under common control with a Borrower, (iii) any member of an affiliated service group which includes a Borrower, and (iv) any member of a group treated as a single employer by regulation.

1.1.3         “ Agent ” means Citizens acting in the capacity as Agent for the Banks under this Agreement and the other Loan Documents, and includes (where the context so admits) any other Person or Persons succeeding to the functions of the Agent under those documents.

1.1.4         “ Agent’s Head Office ” means the head office of Agent located at 28 State Street, Boston, Massachusetts 02109.

1.1.5         “ Agreement ” means this Second Amended and Restated Revolving Credit Agreement, including the Exhibits hereto, as originally executed, or if this Agreement is amended, varied or supplemented from time to time, as so amended, varied or supplemented.

1.1.6         “ Annual Report ” means Courier’s Annual Report on Form 10-K for the fiscal year ended September 29, 2007 as filed with the Securities and Exchange Commission.

1.1.7         “ Assignee ” shall have the meaning set forth in Section 10.10 hereof.

1.1.8         “ Applicable Commitment Fee Margin ” shall have the meaning set forth in Section 2.5.1(ii) hereof.

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1.1.9         “ Applicable L/C Fee Margin ” shall have the meaning set forth in Section 2.5.1(ii) hereof.

1.1.10       “ Applicable LIBOR Margin ” shall have the meaning set forth in Section 2.5.1(ii) hereof.

1.1.11       “ Applicable Prime Rate Margin ” shall have the meaning set forth in Section 2.5.1(ii) hereof.

1.1.12       “ Banks ” means, collectively, (i) Citizens, (ii) Key, (iii) Wells Fargo, (iv) JPM, and (v) each of the other financial institutions which may after the date hereof become a party to this Agreement as a Bank hereunder.

1.1.13       “ Board ” shall the meaning set forth in Section 1.1.58 hereof.

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

1.1.15       “ Borrowers’ Accountants ” means independent certified public accountants reasonably acceptable to the Banks.  The Banks hereby acknowledge and agree that the Borrowers’ Accountants may include Deloitte & Touche LLP.

1.1.16       “ Business Day ” means (i) any day which is neither a Saturday or Sunday nor a legal holiday on which commercial banks are authorized or required to be closed in Boston, Massachusetts or New York, New York, (ii) when such term is used to describe a day on which a borrowing, payment, prepayment, or repayment is to be made in respect of any LIBOR Rate Loan, any day which is: (a) neither a Saturday or Sunday nor a legal holiday on which commercial banks are authorized or required to be closed in New York City; and (b) a London Banking Day; and (iii) when such term is used to describe a day on which an interest rate determination is to be made in respect of any LIBOR Rate Loan, any day which is a London Banking Day.

1.1.17       “ Cash Collateralize ” means, with respect to any Letter of Credit, to pledge and deposit with or to the Agent, for the benefit of the Issuing Bank, cash as collateral for the L/C Obligations pursuant to documentation in form and substance satisfactory to the Agent and the Issuing Bank.

1.1.18       “ Code ” means the Internal Revenue Code of 1986, as amended.

1.1.19       “ Commitment Percentage ” means, with respect to the Revolving Credit Commitment and the Swing Line Commitment, (i) in relation to Citizens 40%, (ii) in relation to Key 20%, (iii) in relation to JPM 20% and (iv) in relation to Wells Fargo 20%, as each may be adjusted from time to time in accordance with Section 2.9 or Section 10.10.

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1.1.20       “ Consolidated ” means the relevant figures for the Borrowers and their respective Subsidiaries on a consolidated basis determined in accordance with GAAP.

1.1.21       “ Current Assets ” means all assets of the Borrowers and their respective Subsidiaries reported on a Consolidated basis which should, in accordance with GAAP, be classified as current assets, but in any event including the cash surrender value of life insurance to the extent it is unencumbered and excluding any assets which are pledged or deposited as security for, or for the purpose of paying, any Indebtedness which is not included in Current Liabilities; provided , however , that for the purpose of computing the Current Ratio in Section 5.25 hereof, inventories shall be valued at the lower of cost (as measured by the first-in, first-out (FIFO) method of accounting) or market.

1.1.22       “ Current Liabilities ” means the aggregate amount of Indebtedness of the Borrowers and their respective Subsidiaries reported on a Consolidated basis which should properly be classified as current liabilities in accordance with GAAP and in any event including, without limitation, any direct or indirect Indebtedness and other liabilities of the Borrowers and their respective Subsidiaries, if any, which are payable on demand or within one year from the creation thereof.

1.1.23       “ Default Rate ” shall have the meaning set forth in Section 2.5.1 hereof.

1.1.24       “ Dollars ” and “ $ ” mean lawful money of the United States of America.

1.1.25       “ Drawing Amount ” means the maximum aggregate amount that the beneficiaries may at any time draw under outstanding Letters of Credit, as such aggregate amount may be reduced from time to time pursuant to the terms of the Letters of Credit.

1.1.26       “ EBIT ” means, for any period, an amount equal to Consolidated Net Income for such period, (i) plus, to the extent deducted in computing such Consolidated Net Income, (a) interest on Indebtedness for borrowed money and (b) taxes, and (ii) to the extent included in computing such Consolidated Net Income, minus all extraordinary gains or plus all extraordinary losses, in each case net of any tax effect caused by such gains or losses (to the extent not already reflected in clause (i)(b) above).

1.1.27       “ EBITDA ” means for any fiscal period, on a Consolidated basis, an amount equal to (i) EBIT for such period, plus (ii) without duplication and to the extent reducing Consolidated Net Income for such period, (a) all depreciation, amortization and other non-cash charges of the Borrowers and their respective Subsidiaries taken in accordance with GAAP and (b) all other non-cash expenses or losses (including stock-based compensation expenses relating to stock options, restricted stock and other compensation for employees, officers, managers or directors which is not payable in cash in such period), and minus (iii) to the extent included in Consolidated Net Income for

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such period, cash payments made during such period in respect of items described in clause (ii)(b) above subsequent to the fiscal period in which the relevant non-cash expenses or losses were reflected as a charge in the statement of Consolidated Net Income.

For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each a “ Reference Period ”) for any determination of Funded Debt Ratio or Debt Service Coverage, (x) if at any time during such Reference Period any Borrower or a Subsidiary of any Borrower shall have made a Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (y) if during such Reference Period, any Borrower or a Subsidiary of any Borrower shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period.

As used in this definition, “ Material Acquisition ” means any acquisition of property or series of related acquisitions consummated in accordance with Section 5.8(ii) that involves the payment of consideration by the Borrowers and their Subsidiaries in excess of $5,000,000; and “ Material Disposition ” means any disposition of property or series of related dispositions of property in accordance with Section 5.8(iii) that yields proceeds to the Borrowers and their Subsidiaries in excess of $5,000,000.

1.1.28       “ Encumbrances ” shall have the meaning set forth in Section 5.7 hereof.

1.1.29       “ Environmental Laws ” shall have the meaning set forth in Section 3.15 hereof.

1.1.30       “ ERISA ” shall have the meaning set forth in Section 3.13 hereof.

1.1.31       “ Event of Default ” shall have the meaning set forth in Section 6.1 hereof.

1.1.32       “ Funded Debt Ratio ” shall have the meaning set forth in Section 5.24 hereof.

1.1.33       “ GAAP ” means generally accepted accounting principles (as in effect from time to time), consistently applied.

1.1.34       “ Hedging Contracts ” means, interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, or any other agreements or arrangements entered into between the Borrowers and any Bank and designed to protect the Borrowers against fluctuations in interest rates or currency exchange rates.

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1.1.35       “ Hedging Obligations ” means, with respect to the Borrower, all liabilities of the Borrower to any Bank under Hedging Contracts.

1.1.36       “ Honor Date ” means the date of any payment by the Issuing Bank under a Letter of Credit.

1.1.37       “ Indebtedness ” with respect to any Person means and includes, without duplication, (i) all items which, in accordance with GAAP, would be included as a liability on the balance sheet of such Person, but excluding anything in the nature of capital stock, surplus capital and retained earnings, (ii) the face amount of all banker’s acceptances and of all letters of credit issued by any bank for the account of such Person and all drafts drawn thereunder, (iii) the total amount of all indebtedness secured by any Encumbrance to which any property or asset of such Person is subject, whether or not the indebtedness secured thereby shall have been assumed, and (iv) the total amount of all indebtedness and obligations of others which such Person has directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business), discounted with recourse or agreed (contingently or otherwise) to purchase or repurchase or otherwise acquire, including, without limitation, any agreement (a) to advance or supply funds to such other Person to maintain working capital, equity capital, net worth or solvency, or (b) otherwise to assure or hold harmless such other Person against loss in respect of its obligations.

1.1.38       “ Insolvent ” shall have the meaning set forth in Section 3.20 hereof.

1.1.39       “ Interest Period ” means: (i) With respect to each LIBOR Advantage Loan, means, the period commencing on (and including) the date hereof (the “ Start Date ”) and ending on (but excluding) the date which numerically corresponds to such date one, three or six month(s) (as selected by the Borrowers) later, and thereafter, each one, three, or six month period (must match Borrowers’ initial selection) ending on the day of such month that numerically corresponds to the Start Date.  If an Interest Period with respect to an LIBOR Advantage Loan is to end in a month for which there is no day which numerically corresponds to the Start Date, the Interest Period with respect to such LIBOR Advantage Loan will end on the last day of such month.  Notwithstanding the date of commencement of any Interest Period with respect to a LIBOR Advantage Loan, interest shall only begin to accrue as of the date the initial LIBOR Advantage Loan is made hereunder and (ii) With respect to each LIBOR Rate Loan, (a) initially, the period beginning on (and including) the date on which such LIBOR Rate Loan is made or continued as, or converted into, a LIBOR Rate Loan pursuant to Section 2.4.5(ii) or 2.4.5(iii) and ending on (but excluding) the day which numerically corresponds to such date one, two, three or six months thereafter (or, if such month has no numerically corresponding day, on the last Business Day of such month), in each case as the Borrower may select in its notice pursuant to Section 2.4.5(ii) or 2.4.5(iii); and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such LIBOR Rate Loan and ending one, two, three or six months thereafter, as selected by the Borrowers by irrevocable notice to the Agent pursuant to Section 2.4.5(iii) hereof; provided , however , that (v) at no time may there be more than five (5) Interest Periods in

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effect with respect to the LIBOR Rate Loans; (w) Interest Periods commencing on the same date for LIBOR Rate Loans comprising part of the same advance under this agreement shall be of the same duration; (x) Interest Periods for LIBOR Rate Loans in connection with which the Borrowers have or may incur Hedging Obligations with the any Bank shall be of the same duration as the relevant periods set under the applicable Hedging Contracts; (y) if such Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next following Business Day unless such day falls in the next calendar month, in which case such Interest Period shall end on the first preceding Business Day; and (z) no Interest Period may end later than the termination of this agreement.

1.1.40       “ IRS ” shall have the meaning set forth in Section 5.13 hereof.

1.1.41       “ Issuing Bank ” means Citizens acting in the capacity as Issuing Bank under this Agreement and the other Loan Documents, and includes (where the context so admits) any other Person or Persons succeeding to the functions of the Issuing Bank under those documents.

1.1.42       “ LA Interest Payment Date ” means, initially, the first day of June, 2008, and thereafter the day of each succeeding month which numerically corresponds to such date or, if a month does not contain a day that numerically corresponds to such date, the LA Interest Payment Date shall be the last day of such month.

1.1.43       “ L/C Advance ” means, with respect to any Bank, such Bank’s funding of its participation in any L/C Borrowing in accordance with its Commitment Percentage of the Revolving Credit Commitments.

1.1.44       “ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced pursuant to a Revolving Loan.

1.1.45       “ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

1.1.46       “ L/C Obligations ” means, as of any date of determination, with respect to the Revolving Loans, the Drawing Amount of all outstanding Letters of Credit plus the aggregate of all unreimbursed amounts in connection therewith, including the Unreimbursed Amounts.

1.1.47       “ Letter(s) of Credit ” shall have the meaning set forth in Section 2.10.1 hereof.

1.1.48       “ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the Issuing Bank.

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1.1.49       “ Letter of Credit Expiration Date ” means, with respect to each Letter of Credit, the day that is five (5) days prior to the Revolving Credit Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).

1.1.50       “ Letter of Credit Sublimit ” means, with respect to the Revolving Loan, an amount not to exceed $10,000,000.00.  The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Commitment.

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

1.1.52       “ LIBOR Advantage Rate ” means, relative to any Interest Period for a LIBOR Advantage Loan, the offered rate for delivery in two London Banking Days of deposits of Dollars for a term coextensive with the designated Interest Period which the British Bankers’ Association fixes as its LIBOR rate as of 11:00 a.m. London time on the day on which such Interest Period commences.  If the first day of any Interest Period is not a day which is both a (i) Business Day, and (ii) a London Banking Day, the LIBOR Advantage Rate shall be determined by reference to the next preceding day which is both a Business Day and a London Banking Day.  If for any reason the LIBOR Advantage Rate is unavailable and/or the Bank is unable to determine the LIBOR Advantage Rate for any Interest Period, the Agent may, at its discretion, either: (a) select a replacement index based on the arithmetic mean of the quotations, if any, of the interbank offered rate by first class banks in London or New York with comparable maturities or (b) accrue interest at a rate equal to the Agent’s Prime Rate as of the first day of any Interest Period for which the LIBOR Advantage Rate is unavailable or cannot be determined.

1.1.53       “ LIBOR Advantage Rate Amount ” means, in relation to any Interest Period for a LIBOR Advantage Loan, any portions of the principal amount of such Loans on which the Borrowers elect pursuant to Section 2.5.4(i) hereof to pay interest at a rate determined by reference to the LIBOR Advantage Rate.

1.1.54       “ LIBOR Breakage Fee ” shall have the meaning set forth in Section 2.5.6 hereof.

1.1.55       “ LIBOR Interest Payment Date ” means, relative to any LIBOR Rate Loan having an Interest Period of three months or less, the last Business Day of such Interest Period, and as to any LIBOR Rate Loan having an Interest Period longer than three months, each Business Day which is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period.

1.1.56       “ LIBOR Rate ” means, relative to any Interest Period for LIBOR Rate Loans, the offered rate for deposits of Dollars in an amount approximately equal to the amount of the requested LIBOR Rate Loan for a term coextensive with the designated Interest Period which the British Bankers’ Association fixes as its LIBOR rate as of 11:00 a.m. London time on the day which is two London Banking Days prior to the beginning of such Interest Period.  If such day is not a London Banking Day, the LIBOR Rate shall

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be determined on the next preceding day which is a London Banking Day.  If for any reason the Agent cannot determine such offered rate by the British Bankers’ Association, the Agent may, in its discretion, select a replacement index based on the arithmetic mean of the quotations, if any, of the interbank offered rate by first class banks in London or New York for deposits in comparable amounts and maturities.

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

1.1.58       “ LIBOR Reserve Percentage ” means, relative to any day of any Interest Period for LIBOR Rate Loans, the maximum aggregate (without duplication) of the rates (expressed as a decimal fraction) of reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) under any regulations of the Board of Governors of the Federal Reserve System (the “ Board ”) or other governmental authority having jurisdiction with respect thereto as issued from time to time and then applicable to assets or liabilities consisting of “Eurocurrency Liabilities”, as currently defined in Regulation D of the Board, having a term approximately equal or comparable to such Interest Period.

1.1.59       “ Loan ” and “ Loans ” means any of the Revolving Loans as defined in Section 2.1.1 hereof.

1.1.60       “ Loan Account ” means the account or accounts on the books of the Agent in which will be recorded loans and advances made by the Banks to the Borrowers pursuant to this Agreement, payments made on such loans and other appropriate debits and credits as provided by this Agreement.

1.1.61       “ Loan Documents ” means, collectively, this Agreement (including, without limitation, the agreements and other instruments listed or described in Section 4 hereof), the Notes, the Swing Line Note, all Letter of Credit Applications, the disclosure letter of even date referred to on Exhibit B attached hereto, and any other agreements, instruments or documents referred to herein or therein and delivered in connection herewith, and all schedules, exhibits and annexes thereto.

1.1.62       “ London Banking Day ” means a day on which dealings in Dollars deposits are transacted in the London interbank market.

1.1.63       “ Majority Banks ” shall have the meaning set forth in Section 10.8 hereof.

1.1.64       “ Net Income ” means the Consolidated gross revenues of the Borrowers and their respective Subsidiaries for the period in question, less all expenses and other proper charges or credits (including taxes on income), all determined in accordance with GAAP, but in any event, excluding from Net Income:  (i) any gain or loss arising from any write-up of assets, except to the extent inclusion thereof shall be

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approved in writing by the Banks; (ii) earnings of any Subsidiary accrued prior to the date it became a Subsidiary; (iii) the net earnings of any business entity (other than a Subsidiary, which term, for purposes of this clause (iii), shall be deemed to include a business entity in which any Borrower or any Subsidiary has an ownership interest of more than 20% but not more than 50%) in which any Borrower or any Subsidiary has an ownership interest, except to the extent such net earnings shall have actually been received by such Borrower or such Subsidiary in the form of cash distributions; (iv) the proceeds of any life insurance policy; (v) any deferred or other credit representing any excess of the equity of any Subsidiary at the date of acquisition thereof over the amount invested in such Subsidiary; and (vi) any reversal of any contingency reserve, except to the extent that provision for such contingency reserve shall be made from income arising during such period.

1.1.65       “ Notes ” shall have the meaning set forth in Section 2.1 hereof.

1.1.66       “ Obligations ” means any and all obligations of the Borrowers to the Agent or any Bank of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising (including Hedging Obligations and L/C Obligations), regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and to refrain from acting as well as obligations to pay money.

1.1.67       “ Participant ” shall have the meaning set forth in Section 10.10 hereof.

1.1.68       “ PBGC ” shall have the meaning set forth in Section 3.13 hereof.

1.1.69       “ Pension Plan ” and “ Pension Plans ” shall have the meanings set forth in Section 3.13 hereof.

1.1.70       “ Person ” includes an individual, a company, a corporation, an association, a partnership, a limited liability company, a limited liability partnership, a joint venture, an unincorporated trade or business enterprise, a trust, an estate, or a government (national, regional or local) or an agency, instrumentality or official thereof.

1.1.71       “ Plan ” and “ Plans ” shall have the meanings set forth in Section 3.13 hereof.

1.1.72       “ Prime Rate ” means a rate per annum equal to the rate of interest announced by the Agent in Boston, Massachusetts from time to time as its “Prime Rate.”  Any change in the Prime Rate shall be effective immediately from and after such change in the Prime Rate.  Interest accruing by reference to the Prime Rate shall be calculated on the basis of actual days elapsed and a 360-day year.  The Borrowers acknowledge that the Agent may make loans to its customers above, at or below the Prime Rate.

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1.1.73       “ Prime Rate Loan ” means any loan for the period(s) when the rate of interest applicable to such Loan is calculated by reference to the Prime Rate.

1.1.74       “ Rate Period ” means the period beginning on the day following delivery to the Agent and the Banks of the financial statements required to be delivered pursuant to Section 5.1(ii) hereof (and pursuant to Section 5.1 (i) hereof in the case of the Borrowers’ fiscal year-end) and ending one day after the day on which the next such financial statements (as applicable) are delivered to the Agent and the Banks.

1.1.75       “ Reference Period ” shall the meaning set forth in Section 1.1.27 hereof.

1.1.76       “ Refunded Swing Line Loans ” shall have the meaning set forth in Section 2.8 hereof.

1.1.77       “ Release ” shall have the meaning set forth in Section 3.15 hereof.

1.1.78       “ Report ” shall have the meaning set forth in Section 5.1 hereof.

1.1.79       “ Restricted Payments ” means (i) any dividend or other distribution, direct or indirect, on or account of any shares of any class of capital stock of any Borrower except a dividend payable solely in shares of common stock or preferred stock of such Borrower; (ii) any redemption, retirement, purchase or other acquisition, direct or indirect, of any shares of any class of capital stock of any Borrower, or of any warrants, rights or options to acquire any such shares, except to the extent the consideration therefor consists of shares of common stock or preferred stock of such Borrower; and (iii) any investment which is not permitted pursuant to Section 5.9 of this Agreement (the amount involved in any Restricted Payment made or committed for in property shall be the fair market value of such property on the date such Restricted Payment is made or committed for).

1.1.80       “ Revolving Credit Commitment ” means, in relation to any Bank, the maximum liability from time to time of such Bank to make Revolving Loans to the Borrowers upon the terms and subject to the conditions contained in this Agreement.

1.1.81       “ Revolving Loans ” shall have the meaning set forth in Section 2.1.1 hereof.

1.1.82       “ Revolving Loan Maturity Date ” means March 31, 2013.

1.1.83       “ Revolving Loan Maximum Amount ” means $100,000,000.  The Revolving Loan Maximum Amount may be decreased pursuant to Section 2.3 or increased pursuant to Section 2.9.

1.1.84       “ Start Date ” shall the meaning set forth in Section 1.1.39 hereof.

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1.1.85       “ Subsidiary ” means, with reference to any Person, any corporation, association, joint stock company, business trust or other similar organization of whose total capital stock or voting stock such Person directly or indirectly owns or controls more than 50% thereof (or such lesser proportion of such capital stock or voting stock as may from time to time constitute a controlling interest in accordance with GAAP) or any partnership or other entity in which such Person directly or indirectly has more than a 50% interest or which is controlled directly or indirectly by such Person (or such lesser proportion of such shares of beneficial interest as may from time to time constitute a controlling interest in accordance with GAAP).

1.1.86       “ Swing Line Commitment ” means $15,000,000.

1.1.87       “ Swing Line Lender ” shall have the meaning set forth in Section 2.6 hereof.

1.1.88       “ Swing Line Loans ” shall have the meaning set forth in Section 2.6 hereof.

1.1.89       “ Swing Line Note ” means the Swing Line Note substantially in the form of Exhibit A-2 attached hereto.

1.1.90       “ Swing Line Participation Amount ” shall have the meaning set forth in Section 2.8(c) hereof.

1.1.91       “ Tangible Net Worth ” means the amount which is equal to the Consolidated net worth of the Borrowers and their respective Subsidiaries computed in accordance with GAAP and with inventory and cost of goods sold determined on a “last in, first out” basis, minus (i) any writeup in the book value of any asset of any Borrower or any Subsidiary of any Borrower resulting from revaluation thereof after the date of the Annual Report, but only to the extent any such writeup is not otherwise approved in advance by the Banks or not otherwise permitted by GAAP, (ii) the book value in accordance with GAAP, net of applicable reserves, of all intangible assets of the Borrowers and their respective Subsidiaries, if any, including, without limitation, goodwill, trademarks, trade names, copyrights, patents and any similar rights, and unamortized debt discount and expense, (iii) the value in accordance with GAAP, if any, attributable to any capital stock of any Borrower or any Subsidiary of any Borrower held in treasury, (iv) the value in accordance with GAAP, if any, attributable to any notes or subscriptions receivable due from stockholders in respect of capital stock, and (v) accounts with Affiliates (including receivables due from Affiliates).

1.1.92       “ Taxes ” shall have the meaning set forth in Section 2.5.9(iii) hereof.

1.1.93       “ Total Debt Service ” means, in relation to the Borrowers and their respective Subsidiaries on a Consolidated basis for any period, all interest expense which has accrued in accordance with GAAP (whether actually paid or not), for such period, and

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all payments of principal scheduled to be paid during such period, on all obligations for borrowed money, capitalized leases or similar types of obligations, except for the principal amounts outstanding under the Revolving Loans.

1.1.94       “ Total Funded Debt ” means, in relation to the Borrowers and their respective Subsidiaries on a Consolidated basis for any period, all Indebtedness for borrowed money outstanding at the end of such period (including, without limitation, the Obligations and obligations in respect of letters of credit and capital leases).

1.1.95       “ Voting Shares ” means, in relation to any particular corporation, any shares of any class in the capital of such corporation having by the terms thereof ordinary voting power to elect the majority of the board of directors of such corporation.

1.1.96       “ Year-End Financial Statements ” shall have the meaning set forth in Section 3.7 hereof.

1.2            Rules of Interpretation .  For all purposes of this Agreement and the other Loan Documents, except as otherwise expressly provided herein or therein or unless the context otherwise requires:

(i)             references to any Person defined in this Section 1 refer to such Person and its permitted successor in title and assigns or (as the case may be) his permitted successors, assigns, heirs, executors, administrators and other legal representatives;

(ii)            references to any agreement, instrument or document defined in this Section 1 refer to such document as originally executed, or if subsequently amended, varied or supplemented from time to time, as so amended, varied or supplemented and in effect at the relevant time of reference thereto;

(iii)           words importing the singular only shall include the plural and vice versa , and the words importing the masculine gender shall include the feminine gender and vice versa , and all references to dollars shall be United States dollars;

(iv)           references to any law include any amendment or modification to such law;

(v)            the words “include,” “includes” and “including” are not limiting;

(vi)           all terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts, have the meanings assigned to them therein;

(vii)          the words “herein,” “hereof,” “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement;

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(viii)         accounting terms not otherwise defined in this Agreement or any of the other Loan Documents have the meanings assigned to them in accordance with GAAP;

(ix)            references to “either Bank” or “either of the Banks” shall be deemed to be references to “each Bank”, “each of the Banks”, “any Bank” or “any of the Banks”, as the case may be;

(x)             references to “both Banks” or “both of the Banks” shall be deemed to be references to “all Banks” or “all of the Banks”, as the case may be; and

(xi)            all of the obligations of the Borrowers under this Agreement or any other Loan Document shall be the joint and several obligations of the Borrowers.

SECTION 2.        THE REVOLVING LOANS

2.1            Revolving Loans .

2.1.1         Upon the terms and subject to the conditions of this Agreement, and in reliance upon the joint and several representations, warranties and covenants of the Borrowers made herein, each of the Banks severally agrees to make loans (the “ Revolving Loans ”) to the Borrowers at the Borrowers’ request from time to time, from and after the date hereof and prior to the Revolving Loan Maturity Date in such amounts as requested by the Borrowers up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank’s Commitment Percentage of the Revolving Credit Commitment; provided , that the maximum aggregate principal amount of Revolving Loans outstanding at any time (after giving effect to all amounts requested) plus the outstanding L/C Obligations and the outstanding Swing Line Loans shall not exceed the aggregate Revolving Credit Commitments of the Banks or the Revolving Loan Maximum Amount; and provided , further , that at the time the Borrowers request a Revolving Loan and after giving effect to the making thereof, there is not continuing any Event of Default or any event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default.  The Revolving Loans shall be made pro rata in accordance with each Bank’s Commitment Percentage.  If at any time the aggregate principal amount of all Loans then outstanding plus the outstanding L/C Obligations and the outstanding Swing Line Loans exceeds the Revolving Credit Commitments, then the Borrowers shall, upon demand by the Agent, pledge, assign and transfer to the Agent for the respective accounts of the Banks, cash collateral in the amount of such excess or repay the amount of such excess by prepaying Loans then outstanding.  Any such prepayments of LIBOR Rate Loans shall be accompanied by any amounts required to be paid pursuant to Section 2.5.5(v).  Failure to pledge, assign and transfer such collateral or make such payment within two (2) days after demand therefor shall be an Event of Default hereunder.

2.1.2         All requests for Revolving Loans shall be in such form and shall be made in such manner as is consistent with the Agent’s customary practices.  The

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Revolving Loans shall be evidenced by separate Revolving Credit Notes of the Borrowers to each Bank substantially in the form of Exhibit A-1 attached hereto (collectively, the “ Notes ”), with appropriate insertions.

2.1.3         Each Bank and the Agent shall, and is hereby irrevocably authorized by the Borrowers to, enter on the schedule forming a part of the respective Notes or otherwise in its records appropriate notations evidencing the date and the amount of each Loan and Letter of Credit and, as applicable, the interest rate applicable thereto and the date and amount of each payment of principal made by the Borrowers with respect thereto; and in the absence of manifest error, such notations shall constitute conclusive evidence thereof.  Each Bank and the Agent is hereby irrevocably authorized by the Borrowers to attach to and make a part of the Notes a continuation of any such schedule as and when required.  No failure on the part of any Bank or the Agent to make any endorsement of a notation as provided in this Section 2.1.3 shall in any way affect any Loan, or the rights or obligations of the Agent, the Banks or the Borrowers with respect thereto.

2.2            Loan Account .  The Agent shall enter Revolving Loans as debits in the Loan Account.  The Agent shall also record in the Loan Account all payments made by the Borrowers on account of Revolving Loans, and may also record therein, in accordance with customary accounting practices, other debits and credits, including customary banking charges and all interest, fees, charges and expenses chargeable to the Borrowers under this Agreement.  The debit balance of the Loan Account shall reflect the amount of the Borrowers’ Obligations to the Banks and the Agent from time to time by reason of Revolving Loans and other appropriate charges permitted hereunder.  Periodically, the Agent shall render a statement of account showing as of its date the debit balance of the Loan Account which, unless within thirty (30) days of the Borrowers’ receipt of such statement notice to the contrary is received by the Agent from the Borrowers, shall be considered prima facie evidence that it is correct and accepted by Borrowers in the absence of manifest error.

2.3            Reduction of Revolving Credit Commitment .  The Borrowers shall have the right at any time and from time to time upon five (5) Business Days’ prior written notice to the Agent to reduce by $500,000 or an integral multiple thereof or terminate entirely the unborrowed portion of the Revolving Credit Commitment, whereupon the Revolving Credit Commitments of the Banks shall be reduced pro rata in accordance with their respective Commitment Percentages of the amount specified in such notice, or, as the case may be, terminated.  Promptly after receiving any notice of the Borrowers delivered pursuant to this Section 2.3, the Agent will notify the Banks of the substance thereof.  Upon the effective date of any such reduction or termination, the Borrowers shall pay to the Agent, for the ratable account of each Bank, the full amount of any commitment fee then accrued pursuant to Section 2.5.2 hereof on the amount of the reduction.  If the Borrowers reduce the Revolving Credit Commitment hereunder, any commitment fee payable thereafter under Section 2.5.2 hereof shall be payable with respect to the Revolving Credit Commitment as so reduced or terminated.  No reduction of the Revolving Credit Commitment may be reinstated.

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2.4            Payment .

2.4.1                     Prepayment .

(i)             Prime Rate Loans and LIBOR Advantage Loans may be prepaid from time to time in whole or in part, without premium or penalty, provided that interest accrued on the amounts so prepaid to the date of such payment and all (if any) outstanding fees and charges in respect thereof must be paid at the time of any such prepayment.  Amounts so paid and other amounts may be borrowed and reborrowed from time to time as provided in Section 2.1 hereof.

(ii)            LIBOR Rate Loans may be prepaid upon the terms and conditions set forth herein.  For LIBOR Rate Loans in connection with which the Borrowers have or may incur Hedging Obligations, additional obligations may be associated with prepayment, in accordance with the terms and conditions of the applicable Hedging Contracts.  The Borrowers shall give the Agent, no later than 10:00 a.m., New York City time, at least four (4) Business Days notice of any proposed prepayment of any LIBOR Rate Loans, specifying the proposed date of payment of such LIBOR Rate Loans, and the principal amount to be paid.  Each partial prepayment of the principal amount of LIBOR Rate Loans shall be in an integral multiple of $100,000.00 and accompanied by the payment of all charges outstanding on such LIBOR Rate Loans (including the LIBOR Breakage Fee) and of all accrued interest on the principal repaid to the date of payment.

2.4.2         Notwithstanding the foregoing, the Borrowers jointly and severally promise to pay on the Revolving Loan Maturity Date, and there shall become absolutely due and payable on the Revolving Loan Maturity Date, all outstanding Revolving Loans and the Notes, together with all unpaid interest accrued thereon and all fees and other amounts due hereunder.  In the case of any partial prepayment of the Notes, the total amount of such partial prepayment shall be allocable between or among the Notes pro rata in accordance with the Commitment Percentage of each Bank.

2.4.3                     The Revolving Loan Maturity Date may be extended for one or more additional one-year periods as follows:

(i)             not sooner than ninety (90) and not later than forty-five (45) days prior to each anniversary of the date of this Agreement, the Borrowers may, by written notice to the Agent, request a one-year extension of the Revolving Loan Maturity Date, and the Agent shall forthwith inform each Bank of such request;

(ii)            each Bank shall thereafter have thirty (30) days after notice from the Agent regarding the Borrowers’ request to extend the Revolving Loan Maturity Date, to notify the Agent whether it will consent to the Borrowers’ request, and the Agent shall forthwith inform the Borrowers of each Bank’s decision;

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(iii)           if the Agent notifies the Borrowers that any Bank has elected not to consent to the Borrowers’ request or has failed to respond within such thirty (30) day period (such Bank a “ Non-Consenting Bank ”), then the Borrowers shall have the right to recommend to the Agent, within five (5) days after notice from the Agent, a replacement for the Non-Consenting Bank with another bank acceptable to the remaining Bank(s);

(iv)           if the Non-Consenting Bank is not replaced, or if all of the Banks have elected not to consent to the Borrowers’ request, or if the replacement bank is not acceptable to the remaining Bank(s), in each case prior to the Revolving Loan Maturity Date, then the Agreement shall be terminated on the then current Revolving Loan Maturity Date;

(v)            if the Non-Consenting Bank is so replaced or if all of the Banks have consented to the Borrowers’ request, then the Revolving Loan Maturity Date shall be extended for an additional one-year period; and

(vi)           it is acknowledged and agreed by the parties hereto that upon any request for an extension of the Revolving Loan Maturity Date made by the Borrowers after the first anniversary of the date of this Agreement, the Banks shall have the right to review the interest rates and fees applicable to the Loans and require a modification thereof as a precondition to approving the requested extension of the Revolving Loan Maturity Date.

2.5            Interest and Fees .

2.5.1         (i) Except to the extent the Borrowers are permitted and have chosen the alternatives set forth in Sections 2.5.4 and/or 2.5.5 hereof, the entire unpaid principal (not at the time overdue) of each Revolving Loan shall bear interest at a rate per annum equal to the Prime Rate plus the Applicable Prime Rate Margin in effect from time to time.  Upon and after the occurrence of an Event of Default, and during the continuation thereof, the unpaid balance of the Revolving Loans shall bear interest, to the extent permitted by law, at the annual rate of interest equal to three percent (3%) above the Prime Rate plus the Applicable Prime Rate Margin in effect on the first Business Day following the occurrence of such Event of Default (the “ Default Rate ”), which interest shall be compounded monthly and payable on demand.  Any change in the Prime Rate shall result in a change on the same day in the rate of interest to accrue from and after such day on the unpaid balance of principal of the Revolving Loans.  Except as provided in the second sentence of this Section 2.5.1, interest on Revolving Loans shall be payable monthly in arrears on the first Business Day of the next succeeding month, commencing on the first such date following the date hereof, with the final payment at maturity of the Revolving Loan.

(ii)            For purposes of this Section 2.5.1 and also Section 2.5.4 and Section 2.10.7 below, (w) the “Applicable Prime Rate Margin” shall be equal to the annual percentage determined for each Rate Period by reference to Table 1

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below, (x) the “Applicable LIBOR Margin” shall be equal to the annual percentage determined for each Rate Period by reference to Table 1 below, (y) the “Applicable Commitment Fee Margin” shall be equal to the annual percentage determined for each Rate Period by reference to Table 1 below and (z) the “Applicable L/C Fee Margin” shall be equal to the annual percentage determined for each Rate Period by reference to Table 1 below:

Table 1

For purposes of determining the Applicable Prime Rate Margin, the Applicable LIBOR Margin, the Applicable Commitment Fee Margin and the Applicable L/C Fee Margin, the Funded Debt Ratio will be tested quarterly based on the financial statements required to be delivered pursuant to Section 5.1(ii) hereof (and pursuant to Section 5.1(i) hereof in the case of the Borrowers’ fiscal year-end).  For purposes of determining the interest rate for any Rate Period hereunder, any interest rate change shall be effective five (5) days after the date on which the financial statements required to be delivered pursuant to Sections 5.1(i) or 5.1(ii), as applicable, are delivered to the Agent and the Banks, together with a notice to the Agent (which shall be verified by the Agent) specifying any change in the Applicable Prime Rate Margin, the Applicable LIBOR Margin and the Applicable Commitment Fee Margin, and if the Borrowers have failed to deliver the financial statements required to be delivered by them pursuant to Sections 5.1(i) or  5.1(ii), as applicable, the Applicable Prime Rate Margin, the Applicable LIBOR Margin, the Applicable Commitment Fee Margin and the Applicable L/C Fee Margin shall automatically be increased to 0.50%, 1.50%, 0.375% and 1.50%, respectively, until such financial statements are delivered.

2.5.2         The Borrowers jointly and severally agree to pay to the Agent for the account of the Banks, to be allocated between the Banks in accordance with their

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Commitment Percentages, a fee on the daily average unused amount of the Revolving Credit Commitment from time to time available during the period commencing on the date hereof and ending on the Revolving Loan Maturity Date (as the same may be extended pursuant to Section 2.4.3 hereof), in accordance with the Applicable Commitment Fee Margin, and payable quarterly in arrears on the last day of each March, June, September and December in each year, commencing on the first such date following the date hereof, and also payable on the date on which such Revolving Credit Commitment shall terminate in full hereunder.

2.5.3                       The Borrowers jointly and severally agree to pay to the Agent for the account of the Banks, to be allocated among the Banks in accordance with their Commitment Percentages, any and all reasonable charges customarily made by banks against borrowers.

2.5.4                       LIBOR Advantage Loans .

(i)                                    At the option of the Borrowers, so long as there is not then continuing any Event of Default or any event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default, the Borrowers may request LIBOR Advantage Loans in accordance with the terms hereof.

(ii)                                 By delivering a borrowing request to the Agent on or before 12:00 p.m., Boston time, on a Business Day, the Borrowers may from time to time irrevocably request that a LIBOR Advantage Rate Loan be made on the date of such request in a minimum amount of $100,000.00 and integral multiples of $100,000.00.  The Borrower agrees that each request submitted to the Agent requesting a LIBOR Advantage Loan shall be accompanied by a written notice of the Borrowers specifying the amount of the requested LIBOR Advantage Loan and, with respect to the initial request, the duration of the proposed Interest Period (which must be for one, three, or six months, which shall thereupon become the duration for each subsequent Interest Period hereunder, and which shall expire not later than the Revolving Loan Maturity Date).  Except as otherwise set forth herein and subject to expiration no later than the Revolving Loan Maturity Date, any such election of a LIBOR Advantage Loan shall be automatically extended at the end of the expiring Interest Period for the same Interest Period as selected on the date of this Agreement.

(iii)           Except as otherwise provided herein, interest on the outstanding principal amount of a LIBOR Advantage Loan shall accrue during the Interest Period at a rate per annum equal to the sum of the LIBOR Advantage Rate for such Interest Period plus the Applicable LIBOR Margin.  Interest shall be due and payable on each LA Interest Payment Date and on the Revolving Loan Maturity Date.  Interest shall be calculated for the actual number of days elapsed on the basis of a 360-day year, including the first date of the applicable period to, but not including, the date of repayment.

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(iv)                             By delivering a conversion notice to the Agent on or before 10:00 a.m., Boston time, on a Business Day, the Borrowers may from time to time irrevocably elect, on not less than two nor more than five Business Days’ notice, that all, or any portion, in an aggregate minimum amount of $100,000 and integral multiples of $100,000, of any LIBOR Advantage Loan be converted on any day into a LIBOR Rate Loan, with an Interest Period of one, two, three or six months; provided , however , that no portion of the outstanding principal amount of any LIBOR Advantage Loans may be converted to LIBOR Rate Loans when any Event of Default has occurred and is continuing and provided, further, that all accrued interest on the principal amount of any LIBOR Advantage Loan to be converted hereunder shall be paid in full.

(v)                                The Agent shall send a monthly billing notice to the Borrowers in accordance with its customary practice which also sets forth the applicable LIBOR Advantage Rate.  Each such notice shall, absent manifest error, be conclusive and binding upon the Borrowers.

2.5.5                       LIBOR Rate Loans .

(i)                                    In addition, at the option of the Borrowers, so long as there is not then continuing any Event of Default or any event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default, the Borrowers may request LIBOR Rate Loans in accordance with the terms hereof.

(ii)                                 By delivering a borrowing request to the Agent on or before 10:00 a.m., New York time, on a Business Day, the Borrowers may from time to time irrevocably request, on not less than two nor more than five Business Days’ notice, that a LIBOR Rate Loan be made in a minimum amount of $100,000 and integral multiples of $100,000, with an Interest Period of one, two, three or six month(s).  On the terms and subject to the conditions of this Agreement, each LIBOR Rate Loan shall be made available to the Borrowers no later than 11:00 a.m. New York time on the first day of the applicable Interest Period by deposit to the account of the Borrowers as shall have been specified in its borrowing request.

(iii)                              By delivering a conversion notice to the Agent on or before 10:00 a.m., New York time, on a Business Day, the Borrowers may from time to time irrevocably elect, on not less than two (2) nor more than five (5) Business Days’ notice, that all or any portion of any LIBOR Rate Loan, in an aggregate minimum amount of $100,000 and integral multiples of $100,000 be converted on the last day of an Interest Period into a LIBOR Rate Loan with a different Interest Period; provided , however , that no portion of the outstanding principal amount of any LIBOR Rate Loan may be converted to, or be continued as, a LIBOR Rate Loan when any Event of Default has occurred and is continuing, and no portion of the outstanding principal amount of any LIBOR Rate Loan may be converted to a LIBOR Rate Loan of a different duration if such LIBOR Rate Loan relates to any Hedging Obligation.  Any election of a LIBOR Rate Loan shall lapse at the end of

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the expiring Interest Period unless extended by a further election notice as hereinbefore provided.

(iv)                             Except as otherwise provided herein, Interest on the outstanding principal amount of each LIBOR Rate Loan shall accrue during each Interest Period at a rate per annum equal to the sum of the Adjusted LIBOR Rate for such Interest Period plus the Applicable LIBOR Margin, and be due and payable on each LIBOR Interest Payment Date and on the Revolving Loan Maturity Date.

(v)                                LIBOR Rate Loans shall mature and become payable in full on the last day of the Interest Period relating to such LIBOR Rate Loan.  Upon maturity, a LIBOR Rate Loan may be continued for an additional Interest Period or may be converted to a Prime Rate Loan or a LIBOR Advantage Loan.

2.5.6                      Upon: (i) any default by the Borrowers in making any borrowing of, conversion into or continuation of any LIBOR Rate Loan following the Borrowers’ delivery of a borrowing request or continuation/conversion notice hereunder or (ii) any prepayment of a LIBOR Rate Loan on any day that is not the last day of the relevant Interest Period (regardless of the source of such prepayment and whether voluntary, by acceleration or otherwise), the Borrowers shall pay an amount (the “ LIBOR Breakage Fee ”), as calculated by the Agent, equal to the amount of any losses, expenses and liabilities (including without limitation any loss of margin and anticipated profits) that the Agent and the Banks may sustain as a result of such default or payment.  The Borrowers understand, agree and acknowledge that: (i) no Bank has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating the LIBOR Breakage Fee and other funding losses incurred by the Banks.  The Borrowers further agree to pay the LIBOR Breakage Fee and other funding losses, if any, whether or not the Banks elect to purchase, sell and/or match funds.

2.5.7                       If any Bank shall determine (which determination shall, upon notice thereof to the Borrowers be conclusive and binding on the Borrowers) that the introduction of or any change in or in the interpretation of any law, rule, regulation or guideline, (whether or not having the force of law) makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for such Bank to make, continue or maintain any LIBOR Rate Loan as, or to convert any loan into, a LIBOR Rate Loan of a certain duration, the obligations of such Bank to make, continue, maintain or convert into any such LIBOR Rate Loans shall, upon such determination, forthwith be suspended until such Bank, through the Agent, shall notify the Borrowers that the circumstances causing such suspension no longer exist, and all LIBOR Rate Loans of such type shall automatically convert into Prime Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

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2.5.8         In the event that the Borrowers shall have requested a LIBOR Rate Loan in accordance with Section 2.5.5(ii) or 2.5.5(iii) and the Agent, in its sole discretion, shall have determined that Dollar deposits in the relevant amount and for the relevant Interest Period are not available to the Banks in the London interbank market; or by reason of circumstances affecting any Bank in the London interbank market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate applicable to the relevant Interest Period; or the LIBOR Rate no longer adequately and fairly reflects such Bank’s cost of funding loans; upon notice from such Bank to the Borrowers, the obligations of the Agent under Section 2.5.5(ii) and Section 2.5.5(iii) to make or continue any loans as, or to convert any loans into, LIBOR Rate Loans of such duration shall forthwith be suspended until such Bank, through the Agent, shall notify the Borrowers that the circumstances causing such suspension no longer exist.

2.5.9         If, on or after the date hereof, the adoption of any applicable law, rule or regulation or guideline (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank or the Issuing Bank 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, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System of the United States) against assets of, deposits with or for the account of, or credit extended by, such Bank or the Issuing Bank (as applicable) or shall impose on such Bank or the Issuing Bank (as applicable) or on the London interbank market any other condition affecting its LIBOR Rate Loans, its obligation to make LIBOR Rate Loans or its obligation to issue Letters of Credit; or (b) shall impose on such Bank or the Issuing Bank (as applicable) any other condition affecting its LIBOR Rate Loans, its obligation to make LIBOR Rate Loans or its obligation to issue Letters of Credit, and the result of any of the foregoing is to increase the cost to such Bank or the Issuing Bank (as applicable) of making or maintaining any LIBOR Rate Loan or issuing any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank or the Issuing Bank (as applicable) under this Agreement with respect thereto, by an amount deemed by such Bank or the Issuing Bank (as applicable) to be material, then, within fifteen (15) days after demand by such Bank or the Issuing Bank (as applicable), the Borrowers shall pay to the Agent such additional amount or amounts as will compensate such Bank or the Issuing Bank (as applicable) for such increased cost or reduction.

(ii)            If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other governmental authority affects or would affect the amount of capital required or expected to be maintained by any Bank or

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the Issuing Bank, or person controlling such Bank or the Issuing Bank, and such Bank or the Issuing Bank (as applicable) determines (in its sole and absolute discretion) that the rate of return on its or such controlling person’s capital as a consequence of its commitments, the loans made by such Bank or the Letters of Credit issued by the Issuing Bank is reduced to a level below that which such Bank or the Issuing Bank (as applicable) or such controlling person could have achieved but for the occurrence of any such circumstance, then, in any such case upon notice from time to time by any Bank or the Issuing Bank (as applicable) to the Borrowers, the Borrowers shall immediately pay directly to such additional amounts sufficient to compensate such Bank, the Issuing Bank or such controlling person for such reduction in rate of return.  A statement of such Bank or the Issuing Bank (as applicable) as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrowers.  In determining such amount, a Bank or the Issuing Bank (as applicable) may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable.

(iii)           All payments by the Borrowers of principal of, and interest on, LIBOR Rate Loans and reimbursement of drawings on any Letter of Credit and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Banks’ or the Issuing Bank’s net income or receipts (such non-excluded items being called “ Taxes ”).  In the event that any withholding or deduction from any payment to be made by the Borrowers hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Borrowers will

(a)            pay directly to the relevant authority the full amount required to be so withheld or deducted;

(b)            promptly forward to each Bank or the Issuing Bank (as applicable) an official receipt or other documentation satisfactory to such Bank or the Issuing Bank (as applicable) evidencing such payment to such authority; and

(c)            pay to each Bank or the Issuing Bank (as applicable) such additional amount or amounts as is necessary to ensure that the net amount actually received by such Bank or the Issuing Bank (as applicable) will equal the full amount such Bank would have received had no such withholding or deduction been required.

Moreover, if any Taxes are directly asserted against any Bank or the Issuing Bank (as applicable) with respect to any payment received by such Bank or the Issuing

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Bank (as applicable) hereunder, such Bank or the Issuing Bank (as applicable) may pay such Taxes and the Borrowers will promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received by such Bank or the Issuing Bank (as applicable) after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Bank or the Issuing Bank (as applicable) would have received had not such Taxes been asserted.

If the Borrowers fail to pay any Taxes when due to the appropriate taxing authority or fails to remit to any Bank or the Issuing Bank (as applicable) the required receipts or other required documentary evidence, the Borrowers shall indemnify such Bank or the Issuing Bank (as applicable) for any incremental Taxes, interest or penalties that may become payable by such Bank as a result of any such failure.

2.5.10       Anything hereinbefore to the contrary notwithstanding, if at any time, whether as a result of the application of any present or future law (which expression, as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or issued to the Agent, the Issuing Bank or any Bank by any central bank or any fiscal, monetary or other authority, whether or not having the force of law), changes in any present or future law, subsequent transactions by the Borrowers, changes in the ratio of Indebtedness of the Borrowers to Tangible Net Worth or otherwise, the Agent, the Issuing Bank or any Bank is deemed to be involved in a so-called “highly leveraged transaction” by virtue of its having extended or its maintaining the Loans, then the Agent shall notify the Borrowers thereof.  The Agent, the Issuing Bank or such Bank and the Borrowers shall thereupon commence negotiations in good faith to agree on the extent to which fees, interest rates and/or margins hereunder should be increased so as to reflect the Agent’s, the Issuing Bank’s or such Bank’s involvement in a “highly leveraged transaction.”  If the Borrowers and the Agent, the Issuing Bank or such Bank agree on the amount of such increase or increases, this Agreement shall be promptly amended to give effect to such increase or increases.  If the Borrowers and the Agent, the Issuing Bank or such Bank fail so to agree within thirty (30) days after the date on which the Borrowers receive notice from the Agent, the Issuing Bank or such Bank as provided above, then the Agent, the Issuing Bank and the Banks may, at their option, at any time thereafter by notice to the Borrowers, terminate the Revolving Credit Commitment and the Swing Line Commitment, effective not less than one hundred and twenty (120) days after the giving of such notice of termination, and on the effective date of such termination the commitment to make Loans and Swing Line Loans and to issue Letters of Credit hereunder shall terminate and the Notes and the Swing Line Note shall become due and payable in full and the outstanding Letters of Credit shall terminate.

2.5.11       The Borrowers authorize the Agent and each Bank to charge to the Loan Account or, without double-charging, to any deposit account which the Borrowers

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may maintain with the Agent or such Bank, the interest, fees, charges, taxes and expenses provided for in this Agreement or any other document executed or delivered in connection herewith.

2.6            Swing Line Commitment .  Subject to the terms and conditions hereof, Citizens (in such capacity, the “ Swing Line Lender ”) agrees to make available to the Borrowers a portion of the credit otherwise available to the Borrowers hereunder from time to time prior to the Revolving Loan Maturity Date by making swing line loans (“ Swing Line Loans ”) to the Borrowers, jointly and severally, in an aggregate principal amount not to exceed at any one time outstanding the Swing Line Commitment; provided that (a) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender’s other outstanding Loans hereunder, may exceed the Swing Line Commitment then in effect) and (b) the Borrowers shall not request, and the Swing Line Lender shall not be obligated to make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the aggregate amount of the Loans, L/C Obligations and the Swing Line Loans exceed the Revolving Loan Maximum Amount.  Prior to the Revolving Loan Maturity Date, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof.  Swing Line Loans shall bear interest solely by reference to the LIBOR Advantage Rate.  The Borrowers may use the proceeds of Revolving Loans from time to time to repay any outstanding Swing Line Loans.  The Borrowers, jointly and severally, shall repay all outstanding Swing Line Loans on the Revolving Loan Maturity Date.  On the date of this Agreement, the Borrowers shall deliver to the Swing Line Lender a Swing Line Note to evidence the Swing Line Loans from time to time made by the Swing Line Lender to the Borrowers hereunder.

2.7            Procedure for Swing Line Borrowing; Interest on Swing Line Loans .  Whenever the Borrowers desire that the Swing Line Lender make Swing Line Loans under Section 2.6 hereof, the Borrowers shall give the Swing Line Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swing Line Lender not later than 1:00 P.M., Boston time, on the proposed borrowing date), specifying (a) the amount to be borrowed and, (b) the requested borrowing date (which shall be a Business Day prior to the Revolving Loan Maturity Date); and not later than 3:00 P.M., Boston time, on the borrowing date specified in the notice in respect of Swing Line Loans, the Swing Line Lender shall make the proceeds of such Swing Line Loan available to the Borrowers on such borrowing date in accordance with the instructions of the Borrowers.  The Borrowers, jointly and severally, shall pay interest on the unpaid balance of the Swing Line Loans from time to time outstanding at a per annum rate equal to the LIBOR Advantage Rate.  Interest on the Swing Line Loans shall be payable monthly on the LA Interest Payment Date until all of the Indebtedness of the Borrowers to the Swing Line Lender hereunder shall have been paid in full.

2.8            Refunded Swing Line Loans; Swing Line Loan Participations .  (a) The Swing Line Lender, at any time and from time to time in its sole and absolute discretion,

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but in any event on the last Business Day of each week, may, on behalf of the Borrowers (which hereby irrevocably direct the Swing Line Lender to act on their behalf) on one Business Day’s notice given by the Swing Line Lender no later than 12:00 noon, Boston time, request each Bank to make, and each Bank hereby agrees to make, a Revolving Loan in an amount equal to such Bank’s Commitment Percentage of the aggregate amount of the Swing Line Loans (the “ Refunded Swing Line Loans ”) outstanding on the date of such notice, to repay the Swing Line Lender.  Unless any of the events described in Section 6.1(vi), (vii) or (viii) shall have occurred and be continuing (in which case the procedures of Section 2.8(c) shall apply), each Bank shall make the amount of such Revolving Loan available to the Agent at its office in immediately available funds, not later than 10:00 A.M., Boston time, one Business Day after the date of such notice.  The proceeds of such Revolving Loan shall be immediately applied by the Swing Line Lender to repay the Refunded Swing Line Loans.  Effective on the day such Revolving Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall be outstanding as Revolving Loans and owed to the Banks in accordance with their respective Commitment Percentages.  The Borrowers irrevocably authorize the Swing Line Lender to charge the Borrowers’ accounts with the Agent (up to the amount available in each such account) to immediately pay the amount of such Refunded Swing Line Loans to the extent amounts received from the Banks are not sufficient to repay all such Refunded Swing Line Loans.

(b)            The making of any Swing Line Loan hereunder shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4.2.  The Swing Line Lender shall notify the Borrowers of its election not to make Swing Line Loans hereunder as a result of the failure to satisfy such conditions precedent, unless an Event of Default of the type specified in Section 6.1(vi), (vii) or (viii) shall have occurred and be continuing.

(c)            If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.1.1 hereof one of the events described in Section 6.1(vi), (vii) or (viii) shall have occurred and be continuing, each Bank shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in Section 2.8(a) (the “ Refunding Date ”), purchase an undivided participating interest in an amount equal to (i) its Commitment Percentage times (ii) the aggregate principal amount of Swing Line Loans then outstanding which were to have been repaid with such Revolving Loans (the “Swing Line Participation Amount”).  On the Refunding Date, each Bank shall transfer to the Swing Line Lender, in immediately available funds, such Banks’ Swing Line Participation Amount, and upon receipt thereof the Swing Line Lender shall deliver to such Bank a Swing Line Loan participation certificate dated the date of the Swing Line Lender’s receipt of such funds in such Swing Line Participation Amount, and otherwise in form and substance satisfactory to the Swing Line Lender and such Bank.

(d)            Whenever, at any time after the Swing Line Lender has received from any Bank such Banks’ Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of

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interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided , however , that in the event that such payment received by the Swing Line Lender is required to be returned, such Bank will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender.

(e)            Each Bank’s obligation to make the Loans referred to in Section 2.8(a) and to purchase a participating interest pursuant to Section 2.8(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or the Borrowers may have against the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4.2; (iii) any adverse change in the condition (financial or otherwise) of the Borrowers; (iv) any breach of this Agreement or any other Loan Document by the Borrowers or any other Bank; or (v) any other circumstances, happening or event whatsoever, whether or not similar to any of the foregoing.

2.9            Increase in Revolving Loan Maximum Amount .

2.9.1         Request for Increase .  Provided (i) there exists neither an Event of Default nor any condition which would, with notice or the lapse of time, or both, constitute an Event of Default, (ii) the Borrowers have delivered to the Agent evidence that the increase contemplated by this Section 2.9 has been duly authorized by all necessary corporate action, and (iii) the Borrowers have delivered to the Agent a legal opinion of in-house or special counsel with respect to the due authorization of the increase contemplated by this Section 2.9, then, upon notice to the Agent (which shall promptly notify the Banks), the Borrowers may from time to time request an increase in the Revolving Loan Maximum Amount by an amount not exceeding $100,000,000 in the aggregate for all such requests.  At the time of sending such notice, the Borrowers (in consultation with the Agent) shall specify the time period within which each Bank is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Banks).

2.9.2         Bank Elections to Increase .  Each Bank shall notify the Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Commitment Percentage of such requested increase.  Any Bank not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment.

2.9.3         Notification by Agent; Additional Banks .  The Agent shall notify the Borrowers and each Bank of the Banks’ responses to each request made hereunder.  In the event that the aggregate amount of the increases agreed to by the Banks (including

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those Banks willing to agree to an increase in their Revolving Credit Commitments in amounts greater than their Commitment Percentages) is less than the amount of increase requested by the Borrowers, then, to achieve the full amount of the requested increase, additional financial institutions approved by the Agent and the Borrowers may become Banks pursuant to a joinder agreement in form and substance satisfactory to the Agent and its counsel and by Courier and its counsel on behalf of the Borrowers.

2.9.4                         Effective Date and Allocations .  If the Revolving Loan Maximum Amount is increased in accordance with this Section 2.9, the Agent and the Borrowers shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase.  The Agent shall promptly notify the Borrowers and the Banks of the final allocation of such increase and the Increase Effective Date.

2.9.5                         Conditions to Effectiveness of Increase .  As a condition precedent to such increase, each Borrower shall deliver to the Agent a certificate of such Borrower, dated as of the Increase Effective Date (in sufficient copies for each Bank), signed by the chief financial officer or treasurer of such Borrower, (i) certifying and attaching the resolutions adopted by such entity approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Section 3 of the Agreement, and the representations and warranties in each other Loan Document, are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (B) neither an Event of Default nor any condition, which would, with notice or the lapse of time, or both, constitute an Event of Default, exists.

2.10                          Letters of Credit .

2.10.1                 Letter of Credit Commitment .

(i)                                     Subject to the terms and conditions set forth herein, the Issuing Bank agrees (a) (1) from time to time on any Business Day during the period from the date hereof until the applicable Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of any of the Borrowers under this Agreement (each, a “ Letter of Credit ” and, collectively, the “ Letters of Credit ”) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.10.1(ii)(b) below, and (2) to honor drafts under the Letters of Credit; and (b) the Banks severally agree to participate in Letters of Credit; provided, that the Issuing Bank shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit if, as of the date of such L/C Credit Extension and after giving effect to such request, (w) the outstanding Revolving Loans plus the outstanding Swing Line Loans and the outstanding L/C Obligations relating to Letters of Credit would exceed the Revolving Credit Commitment; (x) the outstanding Revolving Loans of any Bank plus such Bank’s Commitment Percentage of the outstanding L/C Obligations relating to Letters of Credit exceeds such Bank’s Revolving Credit Commitment, or (y) the outstanding

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L/C Obligations relating to Letters of Credit would exceed the applicable Letter of Credit Sublimit.

(ii)            The Issuing Bank shall be under no obligation to issue any Letter of Credit if:

(a)            any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Bank in good faith deems material to it;

(b)            subject to Section 2.10.2(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal;

(c)            the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date;

(d)            the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank; or

(e)            such Letter of Credit is in an initial amount less than $100,000, or is to be used for a purpose other than working capital and general corporate purposes or denominated in a currency other than Dollars.

(iii)                              The Issuing Bank shall be under no obligation to amend any Letter of Credit if (a) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (b) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

2.10.2                 Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit .

(i)                                    Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the applicable Borrower delivered to the Issuing Bank in the form of a Letter of Credit Application, appropriately completed and signed by

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a responsible officer of such Borrower as set forth below.  Such Letter of Credit Application must be received by the Issuing Bank not later than 1:00 p.m. (Boston time), at least two (2) Business Days (or such later date and time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.

(a)            In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Bank: (1) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (2) the amount thereof; (3) the expiry date thereof; (4) the name and address of the beneficiary thereof; (5) the documents to be presented by such beneficiary in case of any drawing thereunder; (6) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (7) such other matters as the Issuing Bank may require; and

(b)            in the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Bank (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the Issuing Bank may require in accordance with the Issuing Bank’s usual and customary practices effective as of the time of such request.

(ii)            Upon the Issuing Bank’s determination that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of such Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Bank’s usual and customary business practices.  Immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Bank’s Commitment Percentage times the face amount of such Letter of Credit.

(iii)           If a Borrower so requests in any applicable Letter of Credit Application, the Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “ Auto-Renewal Letter of Credit ”); provided that any such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by the Issuing Bank, the Borrowers shall not be required to make a specific request to the Issuing Bank for any such renewal.

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Once an Auto-Renewal Letter of Credit has been issued, the Issuing Bank shall, subject to the terms and conditions set forth herein, permit the renewal of such Letter of Credit to an expiry date not later than the applicable Letter of Credit Expiration Date; provided, however, that the Issuing Bank shall have no obligation to permit the renewal of any Auto-Renewal Letter of Credit at any time if it has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof by reason of the provisions of Section 2.10.1(ii) or otherwise).

(iv)          Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank will also deliver to the applicable Borrower a true and complete copy of such Letter of Credit or amendment.

2.10.3      Drawings and Reimbursements of Letters of Credit; Funding and Repayment of Participations .

(i)            Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Bank shall notify the applicable Borrower and the Agent thereof.  Not later than 1:00 p.m. (Boston time) on the Honor Date, such Borrower shall reimburse the Issuing Bank through the Agent in an amount equal to the amount of such drawing and in the same currency as such drawing.

(ii)           If the applicable Borrowers fail to reimburse the Issuing Bank for any drawing under any Letter of Credit (the “ Unreimbursed Amount ”) on the Honor Date as set forth in Section 2.10.3(i), the Agent shall promptly notify each Bank of the Honor Date, the Unreimbursed Amount and the amount of such Bank’s Commitment Percentage thereof.  In such event, the applicable Borrowers shall be deemed to have made a request for a LIBOR Advantage Loan in Dollars to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount calculated as of the Honor Date, without regard to the minimum and multiples specified in Section 2.5.4 but subject to the Revolving Credit Commitment and the applicable conditions set forth in Section 4.  Any notice given by the Issuing Bank or the Agent pursuant to this Section 2.10.3(ii) may be given by telephone if immediately confirmed in writing, provided that the lack of such immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(iii)          Each Bank shall, upon any notice pursuant to Section 2.10.3(ii), make funds available to the Agent for the account of the Issuing Bank at the Agent’s Head Office in an amount equal to its Commitment Percentage of the Unreimbursed Amount not later than 1:00 p.m. (Boston time) on the Business Day specified in such notice by the Agent, whereupon, subject to the provisions of Section 2.10.3(iv), each such Lender that so makes funds available shall be deemed to have made a LIBOR Advantage Loan in Dollars to the applicable

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Borrower, in such amount.  The Agent shall remit the funds so received to the Issuing Bank.

(iv)          With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Loan because the applicable conditions set forth in Section 4 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the Issuing Bank 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 Bank’s payment to the Agent for the account of the Issuing Bank pursuant to Section 2.10.3(iii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Bank in satisfaction of its participation obligations under this Section 2.10.3.

(v)           Until each Bank funds its Commitment Percentage of, as the case may be, the Revolving Loan or L/C Advance pursuant to this Section 2.10.3 to reimburse the Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Bank’s Commitment Percentage of such amount shall be solely for the account of the Issuing Bank.

(vi)          The obligation of each Bank to make a Revolving Loan or L/C Advances to reimburse the Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.10.3, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Bank may have against the Issuing Bank, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default, or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each such Bank’s obligation to make Revolving Loans pursuant to this Section 2.10.3 is subject to the applicable conditions set forth in Section 4.  No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under any Letter of Credit, together with interest as provided herein.

(vii)         If any Bank fails to make available to the Agent for the account of the Issuing Bank any amount required to be paid by such Bank pursuant to the foregoing provisions of this Section 2.10.3 by the time specified therein, the Issuing Bank shall be entitled to recover from such Bank (acting through the 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 Issuing Bank at a rate per annum equal to the greater of the Prime Rate and a rate determined by the Issuing Bank in accordance with banking industry rules on interbank compensation.  A certificate of the Issuing Bank

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submitted to any Bank (through the Agent) with respect to any amounts owing under this Section 2.10.3(vii) shall be conclusive absent manifest error.

(viii)       At any time after the Issuing Bank has made a payment under any Letter of Credit and has received from any Bank such Bank’s L/C Advance in respect of such payment in accordance with this Section 2.10.3, if the Agent receives for the account of the Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from a Borrower or otherwise), the Agent will distribute to such Bank its Commitment Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s L/C Advance was outstanding) in the same funds as those received by the Agent.

2.10.4      Letter of Credit Obligations Absolute .

(i)             The obligation of the Borrowers to reimburse the Issuing Bank for each drawing under each Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(a)           any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(b)           the existence of any claim, counterclaim, set-off, defense or other right that the Borrowers may have at any time against any beneficiary or any transferee of such Letter