LOAN AND SECURITY AGREEMENT

Exhibit 10.1 [EXECUTION] LOAN AND SECURITY AGREEMENT by and among BUILDERS FIRSTSOURCE — DALLAS, LLC
BUILDERS FIRSTSOURCE — ATLANTIC GROUP, LLC
BUILDERS FIRSTSOURCE — RALEIGH, LLC
BUILDERS FIRSTSOURCE — SOUTHEAST GROUP, LLC
BUILDERS FIRSTSOURCE — FLORIDA, LLC
BUILDERS FIRSTSOURCE — NORTHEAST GROUP, LLC
BUILDERS FIRSTSOURCE — OHIO VALLEY, LLC
BUILDERS FIRSTSOURCE — TEXAS GROUP, L.P.
BUILDERS FIRSTSOURCE — TEXAS INSTALLED SALES, L.P.
BUILDERS FIRSTSOURCE — SOUTH TEXAS, L.P.
as Borrowers and BUILDERS FIRSTSOURCE, INC.
AND CERTAIN OF ITS SUBSIDIARIES
as Guarantors THE LENDERS AND ISSUING BANK FROM TIME TO TIME PARTY HERETO WACHOVIA BANK, NATIONAL ASSOCIATION
as Administrative Agent and Collateral Trustee UBS SECURITIES LLC
as Syndication Agent GENERAL ELECTRIC CAPITAL CORPORATION
as Documentation Agent WACHOVIA CAPITAL MARKETS, LLC
UBS SECURITIES LLC
as Joint Lead Arrangers and Joint Lead Bookrunners Dated: December 14, 2007

TABLE OF CONTENTS

INDEX TO EXHIBITS AND SCHEDULES

LOAN AND SECURITY AGREEMENT      This Loan and Security Agreement ("Agreement") dated December 14, 2007 is entered into by and among Builders FirstSource — Dallas, LLC, a Delaware limited liability company ("Builders Dallas"), Builders FirstSource — Atlantic Group, LLC, a Delaware limited liability company ("Builders Atlantic"), Builders FirstSource — Raleigh, LLC, a Delaware limited liability company ("Builders Raleigh"), Builders FirstSource — Southeast Group, LLC, a Delaware limited liability company ("Builders Southeast"), Builders FirstSource — Florida, LLC, a Delaware limited liability company ("Builders Florida"), Builders FirstSource — Northeast Group, LLC, a Delaware limited liability company ("Builders Northeast"), Builders FirstSource — Ohio Valley, LLC, a Delaware limited liability company ("Builders Ohio"), Builders FirstSource — Texas Group, L.P., a Texas limited partnership ("Builders Texas Group"), Builders FirstSource — Texas Installed Sales, L.P., a Texas limited partnership ("Builders Texas Installed"), Builders FirstSource — South Texas, L.P., a Texas limited partnership ("Builders South Texas" and together with Builders Dallas, Builders Atlantic, Builders Raleigh, Builders Southeast, Builders Florida, Builders Northeast, Builders Ohio, Builders Texas Group and Builders Texas Installed, each individually a "Borrower" and collectively, "Borrowers" as hereinafter defined), Builders FirstSource, Inc., a Delaware corporation ("Parent"), Builders FirstSource Holdings, Inc., a Delaware corporation ("Builders Holdings"), Builders FirstSource Financing, Inc., a Delaware corporation ("Builders Financing"), Builders FirstSource - Colorado Group, LLC, a Delaware limited liability company ("Builders Colorado Group"), Builders FirstSource — Texas GenPar, LLC, a Delaware limited liability company ("Builders Texas GenPar"), Builders FirstSource — MBS, LLC, a Delaware limited liability company ("Builders MBS"), Builders FirstSource — Florida Design Center, LLC, a Delaware limited liability company ("Builders Design"), BFS, LLC, a Delaware limited liability company ("BFS"), Builders FirstSource — Colorado, LLC, a Delaware limited liability company ("Builders Colorado"), BFS Texas, LLC, a Delaware limited liability company ("BFS Texas"), BFS IP, LLC, a Delaware limited liability company ("BFS IP"), CCWP, Inc., a South Carolina corporation ("CCWP"), Builders FirstSource — Intellectual Property, L.P., a Texas limited partnership ("Builders Intellectual" and together with Parent, Builders Holdings, Builders Financing, Builders Colorado Group, Builders Texas GenPar, Builders MBS, Builders Design, BFS, Builders Colorado, BFS Texas, BFS IP and CCWP, each individually a "Guarantor" and collectively, "Guarantors" as hereinafter further defined), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a "Lender" and collectively, "Lenders" as hereinafter further defined), Wachovia Bank, National Association, a national banking association, in its capacity as administrative agent and collateral trustee for Lenders, UBS Securities LLC, as Syndication Agent, and General Electric Capital Corporation, as Documentation Agent. W I T N E S S E T H :      WHEREAS, Borrowers and Guarantors have requested that Lenders provide a credit facility to Borrowers and each Lender is willing to (severally and not jointly) make such loans and provide such financial accommodations to Borrowers on a pro rata basis according to its Commitment (as defined below) on the terms and conditions set forth herein and in the other Financing Agreements (as defined below), and Agent is willing to act as agent for Lenders on the terms and conditions set forth herein and the other Financing Agreements;

     NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: SECTION 1. DEFINITIONS      For purposes of this Agreement, the following terms shall have the respective meanings given to them below:      1.1 "Accounts" shall mean, as to each Borrower and Guarantor, all present and future rights of such Borrower or Guarantor to payment of a monetary obligation, whether or not earned by performance, which is not evidenced by chattel paper or an instrument, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, (c) for a secondary obligation incurred or to be incurred, or (d) arising out of the use of a credit or charge card or information contained on or for use with the card.      1.2 "Acquired Business" shall have the meaning given such term in the definition of the term "Permitted Acquisitions" contained herein.      1.3 "Adjusted Eurodollar Rate" shall mean, with respect to each Interest Period for any Eurodollar Rate Loan comprising part of the same borrowing (including conversions, extensions and renewals), the rate per annum determined by dividing (a) the London Interbank Offered Rate for such Interest Period by (b) a percentage equal to: (i) one (1) minus (ii) the Reserve Percentage. For purposes hereof, "Reserve Percentage" shall mean for any day, that percentage (expressed as a decimal) which is in effect from time to time under Regulation D of the Board of Governors of the Federal Reserve System (or any successor), as such regulation may be amended from time to time or any successor regulation, as the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal reserves) applicable with respect to Eurocurrency liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of Eurodollar Loans is determined), whether or not any Lender has any Eurocurrency liabilities subject to such reserve requirement at that time. Eurodollar Loans shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credits for proration, exceptions or offsets that may be available from time to time to a Lender. The Adjusted Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Reserve Percentage.      1.4 "Administrative Borrower" shall mean Parent in its capacity as Administrative Borrower on behalf of itself and the other Borrowers and Guarantors pursuant to Section 6.11 hereof and its successors and assigns in such capacity.      1.5 "Affiliate" shall mean, with respect to a specified Person, any other Person which directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with such Person. For the purposes of this definition, the term "control" (including with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the

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power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Equity Interests, by agreement or otherwise.      1.6 "Agent" shall mean Wachovia Bank, National Association, in its capacity as administrative agent on behalf of Lenders pursuant to the terms hereof and any replacement or successor agent hereunder.      1.7 "Agent Payment Account" shall mean account no. 5000000030295 of Agent at Wachovia, or such other account of Agent as Agent may from time to time designate in writing to Administrative Borrower as the Agent Payment Account for purposes of this Agreement and the other Financing Agreements.      1.8 "Applicable Margin" shall mean, with respect to Base Rate Loans and Eurodollar Rate Loans, the applicable percentage (on a per annum basis) set forth below based on the Quarterly Average Excess Availability for the immediately preceding calendar quarter.

provided, that, (i) the Applicable Margin shall be calculated and established once each calendar quarter and shall remain in effect until adjusted for the next calendar quarter, (ii) each adjustment of the Applicable Margin shall be effective as of the first day of a calendar quarter based on the Quarterly Average Excess Availability for the immediately preceding calendar quarter, and (iii) the Applicable Margin through June 30, 2008 shall be the amount for Tier 2 set forth above. In the event that at any time after the end of a calendar quarter the Quarterly Average Excess Availability for such calendar quarter used for the determination of the Applicable Margin was less than the actual amount of the Quarterly Average Excess Availability for such calendar quarter as a result of the inaccuracy of information provided by or on behalf of Borrowers to Agent for the calculation of Excess Availability, the Applicable Margin for such prior calendar quarter shall be adjusted to the applicable percentage based on such actual Quarterly Average Excess Availability and any additional interest for the applicable period as a result of such recalculation shall be promptly paid to Agent. The foregoing shall not be construed to limit the rights of Agent and Lenders with respect to the amount of interest payable after a Default or Event of Default whether based on such recalculated percentage or otherwise.      1.9 "Approved Fund" shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

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     1.10 "Arrangers" shall mean, collectively, Wachovia Capital Markets, LLC, a Delaware limited liability company, and UBS Securities LLC, a Delaware limited liability company, each in its capacity as joint lead arranger, and their respective successors and assigns hereunder.      1.11 "Assignment and Acceptance" shall mean an Assignment and Acceptance substantially in the form of Exhibit A attached hereto (with blanks appropriately completed) delivered to Agent in connection with an assignment of a Lender’s interest hereunder in accordance with the provisions of Section 13.7 hereof.      1.12 "Bank Product Provider" shall mean any Lender, Affiliate of any Lender or other financial institution (in each case as to any Lender, Affiliate or other financial institution to the extent approved by Agent) that provides any Bank Products to Borrowers or Guarantors.      1.13 "Bank Products" shall mean any one or more of the following types or services or facilities provided to a Borrower by Agent or a Bank Product Provider: (a) credit cards or stored value cards or the processing of payments and other administrative services with respect to credit cards or stored value cards or (b) cash management or related services, including (i) the automated clearinghouse transfer of funds for the account of a Borrower pursuant to agreement or overdraft for any accounts of Borrowers maintained at Agent or any Bank Product Provider that are subject to the control of Agent pursuant to any Deposit Account Control Agreement to which Agent, such Affiliate of Agent, Lender or Affiliate of Lender is a party, as applicable, and (ii) controlled disbursement services and (iii) Hedge Agreements if and to the extent permitted hereunder.      1.14 "Base Rate" shall mean, on any date, the greater of (a) the rate from time to time publicly announced by Agent, or its successors, as its prime rate, whether or not such announced rate is the best rate available at such bank or (b) the Federal Funds Rate in effect on such day plus one-half (1/2%) percent.      1.15 "Base Rate Loans" shall mean any Loans or portion thereof on which interest is payable based on the Base Rate in accordance with the terms thereof. All Swing Line Loans shall be Base Rate Loans.      1.16 "Borrowers" shall have the meaning set forth in the preamble hereto and include any other Person that at any time after the date hereof becomes a Borrower; each sometimes being referred to herein individually as a "Borrower".      1.17 "Borrowing Base" shall mean, at any time, the amount equal to:           (a) the amount equal to: (i) for the period from March 1 through and including August 31 of each year, eighty-seven and one-half (87.5%) percent multiplied by the amount of Eligible Accounts (other than Eligible Unbilled Accounts and Eligible Progress Billings), and (ii) for all other times during each year, eighty-five (85%) percent multiplied by the amount of Eligible Accounts (other than Eligible Unbilled Accounts and Eligible Progress Billings); plus           (b) the amount equal to the lesser of: (i) $5,000,000 or (ii) eighty-five (85%) percent multiplied by the amount of Eligible Unbilled Accounts; plus

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          (c) the amount equal to the lesser of: (i) $5,000,000 or (ii) sixty-five (65%) percent multiplied by the amount of Eligible Progress Billings; plus           (d) the amount equal to (i) for the period from March 1 through August 31 of each year, the lesser of: (A) seventy-two and one-half (72.5%) percent multiplied by the Value of Eligible Inventory or (B) ninety (90%) percent of the Net Recovery Percentage multiplied by the Value of Eligible Inventory and (ii) for all other times during each year, the lesser of: (A) seventy (70%) percent multiplied by the Value of Eligible Inventory or (B) eighty-five (85%) percent of the Net Recovery Percentage of the Eligible Inventory multiplied by the Value thereof; plus           (e) the Equipment Availability; minus           (f) Reserves.      1.18 "Borrowing Base Certificate" shall mean a certificate substantially in the form of Exhibit B hereto, as such form may from time to time be modified by Agent in accordance with the terms hereof, which is duly completed (including all schedules thereto) and executed by the chief executive officer, chief financial officer or other appropriate financial officer of Administrative Borrower reasonably acceptable to Agent and delivered to Agent.      1.19 "Business Day" shall mean any day other than a Saturday, Sunday, or other day on which commercial banks are authorized or required to close under the laws of the, the State of Texas or the State of North Carolina, except that if a determination of a Business Day shall relate to any Eurodollar Rate Loans, the term Business Day shall also exclude any day on which banks are closed for dealings in dollar deposits in the London interbank market.      1.20 "Capital Expenditures" shall mean with respect to any Person for any period the aggregate of all expenditures by such Person and its Subsidiaries made during such period that in accordance with GAAP are or should be included in "property, plant and equipment" or in a similar fixed asset account on its balance sheet, whether such expenditures are paid in cash or financed and including all obligations under Capital Leases paid or payable during such period, other than the interest component of any Capital Lease (without duplication as to any period). Capital Expenditures shall exclude (a) expenditures for assets purchased as part of a Permitted Acquisition, and (b) expenditures for assets made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with insurance proceeds paid on account of the loss of or damage to the assets being replaced, repaired, restored or substituted for.      1.21 "Capital Leases" shall mean, as applied to any Person, any lease of (or any agreement conveying the right to use) any property (whether real, personal or mixed) by such Person as lessee which in accordance with GAAP, is required to be reflected as a liability on the balance sheet of such Person; provided, that, a lease of real property that is not Indebtedness under the definition of such term as used herein shall not be deemed a Capital Lease, notwithstanding its treatment for purposes of the balance sheet of such Person.      1.22 "Cash Dominion Event" shall mean a period either (a) commencing on the date that an Event of Default shall exist or have occurred and be continuing and ending on the date that

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such Event of Default ceases to exist or be continuing or (b) commencing on the date that Excess Availability has been less than the Cash Dominion Threshold as calculated by Agent hereunder for more than three (3) consecutive Business Days and ending on the date that Excess Availability has been greater than the Cash Dominion Threshold for any sixty (60) consecutive day period thereafter; provided, that, a Cash Dominion Event under this clause (b) shall not be terminated following the second (2nd) such termination in any three hundred sixty-five (365) day period unless and until the date that Excess Availability has been greater than the Cash Dominion Threshold for any one hundred twenty (120) day consecutive day period thereafter.      1.23 "Cash Dominion Threshold" shall mean the amount equal to $35,000,000.      1.24 "Cash Equivalents" shall mean, at any time, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an "Approved Bank"), in each case with maturities of not more than two hundred seventy (270) days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated Al (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other security interests, liens, claims or other encumbrances) and having, on the date of purchase thereof, a fair market value of at least one hundred (100%) percent of the amount of the repurchase obligations and (e) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subdivisions (a) through (d).      1.25 "Cash Management Accounts" shall have the meaning set forth in Section 6.6 hereof.      1.26 "Certificates of Title" shall mean any certificates of title, certificates of ownership or any other registration certificates issued under the laws of any State or Commonwealth of the United States of America or any political subdivision thereof with respect to motor vehicles or other vehicles.      1.27 "Change in Law" means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application

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thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.      1.28 "Change of Control" shall mean:           (a) the consummation of any transaction or event (including, without limitation, any merger or consolidation), the result of which is that any "person" (as that term is used in Section 13(d) of the Exchange Act), other than one or more Equity Investors, is or becomes the beneficial owner, directly or indirectly, of more than 50% of the voting stock of Parent, measured by voting power rather than number of shares;           (b) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of Parent (together with any new directors whose election to such Board of Directors or whose nomination for election was approved by a vote of a majority of the members of the Board of Directors of Parent, which members comprising such majority are then still in office and were either directors at the beginning of such period or whose election or nomination for lection was previously so approved) cease for any reason to constitute a majority of the Board of Directors of Parent, as applicable; or           (c) at any time a change of control occurs as such term is defined in the Floating Rate Note Documents or any document evidencing the Refinancing Indebtedness.      1.29 "Code" shall mean the Internal Revenue Code of 1986, as the same now exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto.      1.30 "Collateral" shall have the meaning set forth in Section 5 hereof.      1.31 "Collateral Access Agreement" shall mean an agreement in writing, in form and substance reasonably satisfactory to Agent, from any lessor of premises to any Borrower or Guarantor (and in the case of a Guarantor, only to the extent any Collateral is at such premises), or any other person to whom any Collateral is consigned or who has custody, control or possession of any such Collateral or is otherwise the owner or operator of any premises on which any of such Collateral is located, in favor of Agent with respect to the Collateral at such premises or otherwise in the custody, control or possession of such lessor, consignee or other person.      1.32 "Collateral Trust Agreement" shall mean the Collateral Trust Agreement, dated as of February 11, 2005, as cured and reformed by the Confirmation of Reformation of the Collateral Trust Agreement dated on or about the date hereof and effective as of February 11, 2005, by and among Parent, the other "Pledgors" from time to time party thereto, Floating Rate Note Trustee, Floating Rate Note Collateral Trustee, as Parity Collateral Trustee, and UBS AG, Stamford Branch, as Agent and Priority Collateral Trustee, and as the same may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.      1.33 "Commitment" shall mean at any time, as to each Lender, the principal amount set forth next to such Lender’s name on Exhibit E hereto or on Schedule 1 to the Assignment and Acceptance Agreement pursuant to which such Lender became a Lender hereunder in accordance with the provisions of Section 13.7 hereof, as the same may be adjusted from time to

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time in accordance with the terms hereof; sometimes being collectively referred to herein as "Commitments".      1.34 "Compliance Period" shall mean a period commencing on the date that Excess Availability has been less than the Cash Dominion Threshold as calculated by Agent for more than three (3) consecutive Business Days and ending on that date that Excess Availability has been greater than the Cash Dominion Threshold Amount for any sixty (60) consecutive day period thereafter; provided, that, a Compliance Period shall not be terminated following the second (2nd) such termination in any twelve (12) consecutive month period unless and until the date that Excess Availability has been greater than the Cash Dominion Threshold for any one hundred twenty (120) consecutive day period thereafter.      1.35 "Concentration Accounts" shall mean the deposit account of Parent maintained at Bank of America bearing account number 3750908844 and such other accounts as may be established after the date hereof in accordance with the terms hereof used to receive funds from the Cash Management Accounts.      1.36 "Consolidated Net Income" shall mean, with respect to any Person for any period, the aggregate of the net income (loss) of such Person and its Subsidiaries, on a consolidated basis, for such period (and as to Borrowers and Guarantors, excluding to the extent included therein (i) any gain (or loss), together with any related Provision for Taxes on any such gain (or the tax effect of any such loss), realized during such period by Parent or any of its Subsidiaries upon any sale of assets (other than any dispositions in the ordinary course of business) by Parent or any of its Subsidiaries, (ii) earnings or losses resulting from any reappraisal, revaluation, write-up or write-down of assets, (iii) unrealized gains and losses with respect to obligations under Hedge Agreements, and (iv) any extraordinary gain (or extraordinary loss), together with any related Provision for Taxes on any such gain (or loss), recorded or recognized by Parent or any of its Subsidiaries, as to each of the items described in this definition as determined in accordance with GAAP; provided, that,           (b) the net income of any Person that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid or payable to such Person or a Subsidiary of such Person;           (c) except to the extent included pursuant to the foregoing clause and except to the extent necessary to reflect Consolidated Net Income on a Pro Forma Basis as provided herein, the net income of any Person accrued prior to the date it becomes a Subsidiary of such Person or is merged into or consolidated with such Person or any of its Subsidiaries or that Person’s assets are acquired by such Person or by any of its Subsidiaries shall be excluded;           (d) the net income (if positive) of any wholly-owned Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such wholly-owned Subsidiary to such Person or to any other wholly-owned Subsidiary of such Person is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such wholly-owned Subsidiary shall be excluded.

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     1.37 "Credit Facility" shall mean the Loans and Letters of Credit provided to or for the benefit of any Borrower pursuant to Sections 2.1 and 2.2 hereof.      1.38 "Cure Action" shall have the meaning set forth in Section 9.17 hereof.      1.39 "Default" shall mean an act, condition or event which with notice or passage of time or both would constitute an Event of Default.      1.40 "Defaulting Lender" shall have the meaning set forth in Section 6.14 hereof.      1.41 "Deposit Account Control Agreement" shall mean an agreement in writing, in form and substance reasonably satisfactory to Agent, by and among Agent, the Borrower or Guarantor that is the customer of the bank with respect to a deposit account at such bank and such bank, which, if required hereunder, is sufficient to perfect the security interests of Agent therein and provides such other rights with respect thereto as Agent requires.      1.42 "EBITDA" shall mean, for any period, for Parent and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) the amount of Interest Expense for such period, (ii) the provision for, and payment of (without duplication) federal, state, local and foreign income taxes payable by Parent and its Subsidiaries for such period, (iii) the amount of depreciation and amortization expense for such period, (iv) the fees and expenses directly incurred in connection with the transactions contemplated by this Agreement, (v) the aggregate amount of all other non-cash items (other than any non-cash charge that results in an accrual of a reserve for cash charges in any future period) and (vi) non-recurring cash items incurred during such period to the extent that aggregate amounts pursuant to this clause (vi) shall not exceed $4,000,000 during any twelve (12) month period, minus (b) the aggregate amount of all non-cash items increasing Consolidated Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business), as to each of the items described in this definition as determined in accordance with GAAP. Notwithstanding the foregoing, the EBITDA of Parent and its Subsidiaries on a consolidated basis for each period set forth on Schedule 1.42 hereto shall be deemed to be the amount set forth on Schedule 1.42 hereto opposite such period.      1.43 "Eligible Accounts" shall mean Accounts created by a Borrower that in each case satisfy the criteria set forth below. Accounts shall be Eligible Accounts if:           (a) such Accounts arise from the actual and bona fide sale and delivery of goods by such Borrower or rendition of services by such Borrower in the ordinary course of its business which transactions are completed in accordance with the terms and provisions contained in any documents related thereto and for which an invoice has been issued;           (b) such Accounts are not unpaid more than sixty (60) days after the original due date for them or one hundred twenty (120) days after the date of the original invoice for them;           (c) such Accounts comply with the terms and conditions contained in Section 7.2(b) of this Agreement;

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          (d) such Accounts do not arise from (i) sales to account debtors pursuant to a revolving credit arrangement of such account debtor with such Borrower where payments are based on statements, rather than invoices, and pursuant to the current practice of Borrowers, such Accounts are treated as current in the applicable accounts agings so long as such account debtor has made a payment of the required minimum amount for the applicable period or (ii) service charges, interest or fees;           (e) such Accounts do not arise from sales on consignment, guaranteed sale, sale and return, sale on approval, or other terms under which payment by the account debtor may be conditional or contingent;           (f) (i) the location of the account debtor with respect to such Accounts is in the United States of America or its territories or Canada (provided, that, at any time promptly upon Agent’s request, such Borrower shall execute and deliver, or cause to be executed and delivered, such other agreements, documents and instruments as may be reasonably required by Agent to perfect the security interests of Agent in those Accounts of an account debtor with its chief executive office or principal place of business in Canada in accordance with the applicable laws of the Province of Canada in which such chief executive office or principal place of business is located and take or cause to be taken such other and further actions as Agent may reasonably request to enable Agent as secured party with respect thereto to collect such Accounts under the applicable Federal or Provincial laws of Canada) or, (ii) at Agent’s option, if the chief executive office and principal place of business of the account debtor with respect to such Accounts is located other than in the United States of America or Canada, then if the account debtor has delivered to such Borrower an irrevocable letter of credit issued or confirmed by a bank reasonably satisfactory to Agent and payable only in the United States of America and in U.S. dollars, sufficient to cover such Account, in form and substance reasonably satisfactory to Agent and if required by Agent, the original of such letter of credit has been delivered to Agent or Agent’s agent and the issuer thereof, and such Borrower has complied with the terms of Section 5.3(f) hereof with respect to the assignment of the proceeds of such letter of credit to Agent or naming Agent as transferee beneficiary thereunder;           (g) (i) such Accounts do not consist of retainage invoices or progress billings (such that the obligation of the account debtors with respect to such Accounts is conditioned upon such Borrower’s satisfactory completion of any further performance under the agreement giving rise thereto), and (ii) such Accounts do not consist of bill and hold invoices;           (h) the account debtor with respect to such Accounts has not asserted a counterclaim, defense or dispute and is not owed or does not claim to be owed any amounts that may give rise to any right of setoff or recoupment against such Accounts (but the portion of the Accounts of such account debtor in excess of the amount at any time and from time to time owed by such Borrower to such account debtor or claimed owed by such account debtor that otherwise satisfy the criteria for Eligible Accounts shall be deemed Eligible Accounts);           (i) there are no facts, events or occurrences which would impair the validity, enforceability or collectability of such Accounts in any material respect or reduce the amount payable or delay payment thereunder in any material respect;

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          (j) such Accounts are subject to the first priority, valid and perfected security interest of Agent (except as to priority, subject to the liens permitted under Section 9.8(b), (c) and (l) hereof ) and any goods giving rise thereto are not, and were not at the time of the sale thereof, subject to any liens except those permitted in this Agreement;           (k) neither the account debtor nor any officer or employee of the account debtor with respect to such Accounts is an officer, employee, agent or other Affiliate of any Borrower or Guarantor;           (l) the account debtors with respect to such Accounts are not any foreign government, the United States of America, any State, or any political subdivision, department, agency or instrumentality thereof, unless, if the account debtor is the United States of America, or any political subdivision, department, agency or instrumentality thereof, the Federal Assignment of Claims Act of 1940, as amended or any similar law, if applicable, has been complied with in a manner reasonably satisfactory to Agent, provided, that, the aggregate amount of such Accounts that may be deemed to be Eligible Accounts shall not exceed $4,000,000;           (m) there are no proceedings or actions which are threatened or pending against the account debtors with respect to such Accounts which could be reasonably expected to result in any material adverse change in any such account debtor’s financial condition (including, without limitation, any bankruptcy, dissolution, liquidation, reorganization or similar proceeding);           (n) the aggregate amount of such Accounts (i) owing by a single account debtor that is investment grade do not constitute more than ten (10%) percent of the aggregate amount of all otherwise Eligible Accounts of all Borrowers or (ii) owing by a single account debtor that is not investment grade (or not rated) do not constitute more than seven (7%) percent of the aggregate amount of all otherwise Eligible Accounts of all Borrowers (but the portion of the Accounts not in excess of such applicable percentage may be deemed Eligible Accounts and for purposes hereof "investment grade" shall mean that the account debtor has received a credit rating of BBB- or higher from Standard & Poor or a rating of Baa3 or higher from Moody’s Investors Rating Service);           (o) such Accounts are not owed by an account debtor who has Accounts unpaid more than sixty (60) days after the original due date or one hundred twenty (120) days after the date of the original invoice for them which constitute more than fifty (50%) percent of the total Accounts of such account debtor;           (p) the account debtor is not located in a state requiring the filing of a Notice of Business Activities Report or similar report in order to permit such Borrower to seek judicial enforcement in such State of payment of such Account, unless such Borrower has qualified to do business in such state or has filed a Notice of Business Activities Report or equivalent report for the then current year or such failure to file and inability to seek judicial enforcement is capable of being remedied without any material delay or material cost;

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          (q) the sale of goods or the rendition of services giving rise to such Account is not supported by a performance, bid or surety bond unless the issuer of such bond shall have waived in writing any rights or interest in and to all Collateral, in form and substance reasonably satisfactory to Agent;           (r) the collection of such Accounts could not be reasonably expected to be doubtful by reason of the accounts debtor’s financial inability to pay;           (s) such Accounts have been billed and invoiced to the applicable account debtors; and           (t) none of the transactions giving rise to such Accounts violate any applicable law or regulation in any material respect, all documentation relating thereto is legally sufficient under such laws and regulations, and all such documentation is legally enforceable in accordance with its terms. The criteria for Eligible Accounts set forth above may only be changed and any new criteria for Eligible Accounts may only be established by Agent in its Permitted Discretion , upon not less than one (1) Business Days’ prior written notice to Administrative Borrower, based on either: (i) an event, condition or other circumstance arising after the date hereof, or (ii) an event, condition or other circumstance existing on the date hereof to the extent Agent has no actual knowledge thereof or of its affect on the Accounts prior to the date hereof, in either case under clause (i) or (ii) which adversely affects or could reasonably be expected to adversely affect the Accounts in the Permitted Discretion of Agent. Any Accounts that are not Eligible Accounts shall nevertheless be part of the Collateral. In addition to the foregoing, the determination of Eligible Accounts acquired in any Permitted Acquisition shall be subject to the terms of clause (h) of the definition of the term Permitted Acquisition herein.      1.44 "Eligible Domestic In-Transit Inventory" shall mean Inventory that would otherwise be Eligible Inventory (other than for its location) that has been shipped from a location of any Borrower or from the manufacturer or wholesale distributor thereof within the United States for receipt at a location of any Borrower within the United States and permitted hereunder, within thirty (30) days of shipment, but in either case, which has not yet been delivered to such Borrower, for which the purchase order is in the name of a Borrower, title has passed to such Borrower (and Agent has received such evidence thereof as it has requested) and which is insured in accordance with the terms of this Agreement; provided, that, the aggregate amount of Inventory constituting Eligible Domestic In-Transit Inventory for purposes of the calculation of the Borrowing Base at any time will not exceed $1,000,000.      1.45 "Eligible Equipment" shall mean, as to each Borrower, Equipment owned by such Borrower (including Equipment acquired by such Borrower after the date hereof), which Equipment is in good order, repair, running and marketable condition (ordinary wear and tear excepted) and which in each case satisfy the criteria set forth below. Eligible Equipment shall not include: (a) Equipment at premises other than those owned or leased and controlled by such Borrower; (b) Equipment subject to a security interest, lien, charge or other encumbrance in favor of any Person other than Agent except those permitted under this Agreement; (c) equipment located outside the United States of America; (d) Equipment that is not subject to the

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first priority, valid and perfected security interests and liens of Agent (except as to priority, subject to the liens permitted under Section 9.8(b), (c) and (1) hereof); (e) worn out, obsolete, damaged or defective Equipment or Equipment not used or usable in the ordinary course of a Borrower’s business as presently conducted; (f) computer hardware; (g) Equipment that is or becomes a fixture; and (h) Excluded Equipment, except that Eligible Equipment may, with the prior written consent of Administrative Borrower and Agent, include Rolling Stock if, in addition to the other criteria set forth above, the Rolling Stock constitutes Eligible Rolling Stock. The criteria for Eligible Equipment set forth above may only be changed and any new criteria for Eligible Equipment may only be established by Agent in its Permitted Discretion , upon not less than one (1) Business Days’ prior written notice to Administrative Borrower, based on either: (i) an event, condition or other circumstance arising after the date hereof, or (ii) an event, condition or other circumstance existing on the date hereof to the extent Agent has no actual knowledge thereof and of its affect on the Equipment prior to the date hereof, in either case under clause (i) or (ii) which adversely affects or could reasonably be expected to adversely affect such Equipment in the Permitted Discretion of Agent. Any Equipment that is not Eligible Equipment shall nevertheless be part of the Collateral, except to the extent constituting Excluded Property. In addition to the foregoing, the determination of Eligible Equipment acquired in any Permitted Acquisition shall be subject to the terms of clause (h) of the definition of the term Permitted Acquisition herein.      1.46 "Eligible Inventory" shall mean, as to each Borrower, Inventory of such Borrower consisting of finished goods held for resale in the ordinary course of the business of such Borrower and raw materials for such finished goods that satisfy the criteria set forth below. In general, Eligible Inventory shall not include: (a) work-in-process; (b) spare parts for Equipment (it being understood that parts held for sale in their current condition will not be deemed spare parts for purposes of this clause (b)); (c) packaging and shipping materials; (d) supplies used or consumed in such Borrower’s business; (e) Inventory at premises other than those owned or leased and controlled by any Borrower, except for Eligible Domestic In-Transit Inventory; (f) Inventory subject to a security interest or lien in favor of any Person other than Agent except those permitted under this Agreement; (g) bill and hold goods, except for up to $2,000,000 of Inventory consisting of bill and hold goods owned by a Borrower so long as any such Inventory is delivered to the customer of such Borrower within forty five (45) days after the date of the original invoice for such Inventory; (h) obsolete or slow moving Inventory (with inventory that has not been sold after a period of more than twelve (12) months being deemed to be obsolete or slow moving for this purpose); (i) Inventory that is not subject to the first priority, valid and perfected security interest of Agent (except as to priority, subject to the liens permitted under Sections 9.8(b), (c) and (l) hereof); (j) returned Inventory that is not saleable and held for sale in the ordinary course of business, (k) damaged and/or defective Inventory; (l) Inventory purchased or sold on consignment; (m) "special order" Inventory (provided, that, "special order" Inventory shall be understood to refer to Inventory made as custom orders and not otherwise saleable in the ordinary course of business to any person other than the customer to whose special order it was made); (n) Inventory located outside the United States of America; and (o) Inventory which is not produced, used, stored and maintained in accordance with applicable insurance standards or in conformity with applicable laws in all material respects. The criteria for Eligible Inventory set forth above may only be changed and any new criteria for Eligible Inventory may only be established by Agent in its Permitted Discretion, upon not less than one (1) Business Days’ prior written notice to Administrative Borrower, based on either: (i) an event, condition or other

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circumstance arising after the date hereof, or (ii) an event, condition or other circumstance existing on the date hereof to the extent Agent has no actual knowledge thereof or its affect on the Inventory prior to the date hereof, in either case under clause (i) or (ii) which adversely affects or could reasonably be expected to adversely affect the Inventory in the exercise of the Permitted Discretion of Agent. Any Inventory that is not Eligible Inventory shall nevertheless be part of the Collateral. In addition to the foregoing, the determination of Eligible Inventory acquired in any Permitted Acquisition shall be subject to the terms of clause (h) of the definition of the term Permitted Acquisition herein.      1.47 "Eligible LC Inventory" shall mean Inventory that would otherwise be Eligible Inventory (other than for its location) as to which: (i) the Inventory is purchased with and subject to a Letter of Credit issued hereunder, (ii) the Inventory is then in transit (whether by vessel, air or land) from a location outside of the United States of America to a location permitted hereunder and for which Agent shall have received such evidence thereof as Agent may reasonably require, (iii) the title of the Inventory has passed to, and such Inventory is owned by, a Borrower and for which Agent shall have received such evidence thereof as Agent may reasonably require, (iv) Agent has received each of the following: (A) a copy of the certificate of marine cargo insurance in connection therewith in which Agent has been named as an additional insured and loss payee in a manner reasonably acceptable to Agent and (B) a copy of the invoice, packing slip and manifest with respect thereto, (v) the Inventory is either (A) subject to a negotiable bill of lading: (1) that is consigned to the Issuing Bank (unless and until such time as Agent shall require that the same be consigned to Agent, then thereafter, that is consigned to Agent either directly or by means of endorsements), (2) that was issued by the carrier in respect of such Inventory and (3) is either in the possession of the customs broker, freight forwarder or other third party handling the shipping and delivery of such Inventory acting on behalf of Agent or the subject of a telefacsimile or other electronic copy that Agent has received from the Issuing Bank with respect to the Letter of Credit and as to which Agent has also received confirmation from such Issuing Bank that such document is in transit to Agent or the customs broker, freight forwarder or other third party handling the shipping and delivery of such Inventory acting on behalf of Agent or (B) subject to a negotiable cargo receipt and is not the subject of a bill of lading (other than a negotiable bill of lading consigned to, and in the possession of a consolidator or Agent, or their respective agents) and such negotiable cargo receipt is (1) consigned to Issuing Bank (unless and until such time as Agent shall require that the same be consigned to Agent, then thereafter, that is consigned to Agent either directly or by means of endorsements), (2) issued by a consolidator in respect of such Inventory and (3) either in the possession of Agent or the customs broker, freight forwarder or other third party handling the shipping and delivery of such Inventory acting on behalf of Agent or the subject of a telefacsimile or other electronic copy that Agent has received from the Issuing Bank with respect to the Letter of Credit and as to which Agent has also received a confirmation from such Issuing Bank that such document is in transit to Agent or the customs broker, freight forwarder or other third party handling the shipping and delivery of such Inventory, (vi) such Inventory is insured against types of loss, damage, hazards, and risks, and in amounts, reasonably satisfactory to Agent, and (vii) such Inventory shall not have been in transit for more than ninety (90) days.      1.48 "Eligible Progress Billings" shall mean Accounts created by a Borrower that satisfy each of the criteria contained in the definition of Eligible Accounts other than clause (g)(i) of such definition; provided, that, such Accounts also satisfy the following criteria as:

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          (a) such Accounts are not unpaid more than thirty (30) days after the date of the original invoice for them; and           (b) such Accounts either (i) arise from a short term contract (which for this purpose shall mean a contract which will be fully performed by such Borrower within sixty (60) days of the first date on which performance by such Borrower was commenced under such contract) or (ii) arise from the final invoice with respect to a contract.      1.49 "Eligible Rolling Stock" shall mean Eligible Equipment consisting of Rolling Stock that (a) the ownership of which is evidenced by a Certificate of Title that has the name of a Borrower noted thereon as the owner of it or is otherwise properly registered in one of the States or territories of the United States to such Borrower that is entitled to operate such Rolling Stock in the state or territory that has issued such Certificate of Title in accordance with all applicable laws (other than any Rolling Stock the ownership of which is not required to be evidenced by a Certificate of Title under the laws applicable to it) and Agent has received such evidence thereof as it may reasonably require; (b) the name of the Agent is noted on the Certificate of Title as lienholder (or Agent shall have received evidence, reasonably satisfactory to it, that Agent has a first priority, valid and perfected security interest in such Rolling Stock, except as to priority, subject to liens permitted under Section 9.8(b), (c) and (l) hereof); (c) meets, in all material respects, all applicable material safety and other standards of all motor vehicle laws or other statutes and regulations established by any Governmental Authority and is not subject to any licensing or similar requirement that would limit the right of Agent to sell or otherwise dispose of such Rolling Stock; and (d) is used or usable in the ordinary course of a Borrower’s business and has not been damaged in any material respect and is in operable condition.      1.50 "Eligible Transferee" shall mean (a) any Lender; (b) the parent company of any Lender and/or any Affiliate of such Lender which is at least fifty (50%) percent owned by such Lender or its parent company; (c) any person (whether a corporation, partnership, trust or otherwise) that is engaged in the business of making, purchasing, holding or otherwise investing in bank revolving loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or with respect to any Lender that is a fund which invests in bank revolving loans and similar extensions of credit, any other fund that invests in bank revolving loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor, and in each case is approved by Agent (provided, that, subject to Section 13.7, so long as no Event of Default exists or has occurred and is continuing, such person shall not include any person that has been designated in writing by Administrative Borrower to Agent prior to the date hereof as unacceptable); and (d) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D under the Securities Act of 1933) approved by Agent, such approval not to be unreasonably withheld, conditioned or delayed, provided, that, (i) neither any Borrower nor any Guarantor or any Affiliate of any Borrower or Guarantor shall qualify as an Eligible Transferee and (ii) no Person to whom any Indebtedness which is in any way subordinated in right of payment to any other Indebtedness of any Borrower or Guarantor shall qualify as an Eligible Transferee, except as Agent and Required Lenders may otherwise specifically agree.

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     1.51 "Eligible Unbilled Accounts" shall mean Accounts created by a Borrower that satisfy each of the criteria contained in the definition of Eligible Accounts other than clause (s) of such definition; provided, that, such Accounts also satisfy the following criteria:           (a) such Accounts shall have been billed and invoiced to the applicable account debtor within thirty (30) days after the date on which the sale of goods or the rendition of services giving rise to such Accounts occurred; and           (b) such Accounts do not arise from the rendition of installation services.      1.52 "Environmental Laws" shall mean all foreign, Federal, State, Provincial and local laws (including common law), legislation, rules, codes, licenses, permits (including any conditions imposed therein), authorizations, binding judicial or administrative decisions, injunctions or agreements between any Borrower or Guarantor and any Governmental Authority, (a) relating to pollution and the protection, preservation or restoration of the environment (including air, water vapor, surface water, ground water, drinking water, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or to human health or safety, (b) relating to the exposure to, or the use, storage, recycling, treatment, generation, manufacture, processing, distribution, transportation, handling, labeling, production, release or disposal, or threatened release, of Hazardous Materials, or (c) relating to all laws with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Materials. The term "Environmental Laws" includes (i) the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Federal Superfund Amendments and Reauthorization Act, the Federal Water Pollution Control Act of 1972, the Federal Clean Water Act, the Federal Clean Air Act, the Federal Resource Conservation and Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments thereto), the Federal Solid Waste Disposal and the Federal Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, and the Federal Safe Drinking Water Act of 1974, (ii) applicable state counterparts to such laws and (iii) any common law or equitable doctrine that imposes liability or obligations for injuries or damages due to, or threatened as a result of, the presence of or exposure to any Hazardous Materials.      1.53 "Equipment" shall mean, as to each Borrower and Guarantor, all of such Borrower’s and Guarantor’s now owned and hereafter acquired equipment, wherever located, including machinery, data processing and computer equipment (whether owned or licensed and including embedded software), vehicles, rolling stock, tools, furniture, fixtures, all attachments, accessions and property now or hereafter affixed thereto or used in connection therewith, and substitutions and replacements thereof, wherever located.      1.54 "Equipment Availability" shall mean (a) prior to the date on which the Equipment Availability Conditions have been satisfied, zero (0), and (b) from and after the date on which the Equipment Availability Conditions have been satisfied, the amount equal to the lesser of $20,000,000 or eighty-five (85%) percent of the net orderly liquidation value of the Eligible Equipment as set forth in the most recent acceptable appraisal of such Equipment received by Agent in accordance with the terms hereof (net of liquidation expenses, costs and commissions); provided, that, the Equipment Availability shall be reduced on the first day of each month, commencing with the first full month following the date on which the Equipment Availability

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Conditions have been satisfied, by an amount equal to the initial Equipment Availability calculated in accordance with this clause (b) divided by sixty (60).      1.55 "Equipment Availability Conditions" shall mean, collectively, the following: (a) Agent shall have received, prior to the second anniversary of the date of this Agreement, a written request from Administrative Borrower to include the Equipment Availability in the Borrowing Base (which request shall be irrevocable); (b) Agent shall have received, not more than thirty (30) days and not less than ten (10) days prior to the date that Equipment Availability is initially included in the Borrowing Base, a written appraisal as to each item of Equipment constituting Eligible Equipment, which shall be in form, scope and methodology reasonably satisfactory to Agent and by an appraiser reasonably acceptable to Agent and on which Agent is permitted to rely; (c) no Default or Event of Default shall exist or have occurred and be continuing; and (d) Agent shall have received such evidence with respect to the ownership of the Eligible Equipment and the satisfaction of the other criteria set forth in the definition of Eligible Equipment as Agent may reasonably require.      1.56 "Equity Interests" shall mean, with respect to any Person, all of the shares, interests, participations or other equivalents (however designated) of such Person’s capital stock or partnership, limited liability company or other equity, ownership or profit interests at any time outstanding, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), but excluding any interests in phantom equity plans and any debt security that is convertible into or exchangeable for such shares, and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.      1.57 "Equity Investors" shall mean, collectively, the persons set forth on Schedule 1.57 and their respective Affiliates.      1.58 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, together with all rules, regulations and interpretations thereunder or related thereto.      1.59 "ERISA Affiliate" shall mean any person required to be aggregated with any Borrower, any Guarantor or any of its or their respective Subsidiaries under Sections 414(b), 414(c), 414(m) or 414(o) of the Code.      1.60 "ERISA Event" shall mean (a) any "reportable event", as defined in Section 4043(c) of ERISA or the regulations issued thereunder, with respect to a Pension Plan, other than events as to which the requirement of notice has been waived in regulations by the Pension Benefit Guaranty Corporation; (b) the adoption of any amendment to a Pension Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (c) a complete or partial withdrawal by any Borrower, Guarantor or any ERISA Affiliate from a Multiemployer Plan or a cessation of operations which is treated as such a withdrawal or notification that a Multiemployer Plan is in reorganization, which could be reasonably expected

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to result in liability in excess of $5,000,000; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the Pension Benefit Guaranty Corporation to terminate a Pension Plan, which could be reasonably expected to result in liability in excess of $5,000,000; (e) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) the imposition of any liability under Title IV of ERISA, other than the Pension Benefit Guaranty Corporation premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower, Guarantor or any ERISA Affiliate in excess of $5,000,000.      1.61 "Eurodollar Rate Loans" shall mean any Loans or portion thereof on which interest is payable based on the Adjusted Eurodollar Rate in accordance with the terms hereof.      1.62 "Event of Default" shall have the meaning specified in Section 10.1 hereof.      1.63 "Excess Availability" shall mean, as to Borrowers, the amount, as determined by Agent, calculated at any date, equal to: (a) the lesser of: (i) the Borrowing Base and (ii) the Maximum Credit (in each case under (i) or (ii) after giving effect to any applicable Reserves other than any Reserves in respect of Letter of Credit Obligations), minus, without duplication, (b) the sum of: (i) the principal amount of all then outstanding and unpaid Loans and Special Agent Advances, plus (ii) the amount of all Reserves then established in respect of Letter of Credit Obligations, plus (iii) the aggregate amount of all then outstanding and unpaid trade payables and other obligations of Borrowers which are outstanding more than sixty (60) days past due as of the end of the immediately preceding month (other than trade payables or other obligations being contested or disputed by a Borrower in good faith), plus (c) the amount of Qualified Cash at such time. For purposes of determining the outstanding trade payables in the ordinary course, Administrative Borrower shall provide to Agent the summary reports of payables as set forth in Section 7.1(a) hereof, together with such other information with respect thereto as Agent may from time to time reasonably request.      1.64 "Exchange Act" shall mean the Securities Exchange Act of 1934, together with all rules, regulations and interpretations thereunder or related thereto.      1.65 "Excluded Equipment" shall mean, as to each Borrower or Guarantor, except as Administrative Borrower and Agent may otherwise agree, Equipment owned by such Borrower or Guarantor consisting of Rolling Stock that is not included in the Borrowing Base.      1.66 "Excluded Property" shall mean:           (a) any permit, lease, license, contract or other agreement held by any Borrower or Guarantor or any contract or agreement to which any Borrower or Guarantor is a party (including any rights thereunder) that validly prohibits the creation by such Borrower or Guarantor of a security interest therein or under the terms of which creation by such Borrower or Guarantor of a security interest therein or under the terms of which the creation of a security interest therein shall constitute or result (i) in the abandonment, invalidation or unenforceability of any right, title or interest of any Borrower or Guarantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such permit, lease, license, contract,

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property rights or agreement (other than any such permit, lease, license, contract or other agreement, the terms of which prohibiting creation of a security interest or having the result described in clauses (i) and (ii) above would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity);           (b) any permit, lease, license, contract or other agreement held by any Borrower or Guarantor to the extent that any law applicable thereto prohibits the creation of a security interest therein (other than any such permit, lease, license, contract or other agreement, to the extent that any law applicable thereto prohibiting the creation of a security interest therein would be rendered ineffective pursuant to Section 9-406, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity;           (c) Equipment owned by any Borrower or Guarantor on the date hereof or hereafter acquired that is subject to a purchase money lien or security interest (including Capital Leases) permitted under Section 9.8 hereof if the contract or other agreement in which such lien or security interest is granted (or the related documentation) validly prohibits the creation of any other lien or security interest on such Equipment; and           (d) Excluded Equipment provided, however, that in each case described in clauses (a), (b) and (c) of this definition, such property shall constitute "Excluded Property" only to the extent and for long as such permit, lease, license, contract or other agreement or law applicable thereto validly prohibits the creation of a lien or security interest on such property in favor of Agent and, upon the termination of such prohibition (howsoever occurring), such property shall cease to constitute "Excluded Property."      1.67 "Existing Letters of Credit" shall mean, collectively, the letters of credit issued or to be issued for the account of a Borrower or Guarantor or for which such Borrower or Guarantor is otherwise liable listed on Schedule 1.67 hereto.      1.68 "Federal Funds Rate" shall mean, for any period, a fluctuating interest rate per annum equal, for each day during such period, to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal Funds brokers of recognized standing selected by it.      1.69 "Fee Letter" shall mean the fee letter, dated December 7, 2007, by and among Parent, for itself and its Subsidiaries (and by which Borrowers and Guarantors hereby confirm their agreement to be bound), Wachovia and certain other Persons, setting forth certain fees payable by Borrowers in connection with the Credit Facility.      1.70 "Financing Agreements" shall mean, collectively, this Agreement and all notes, guarantees, security agreements, deposit account control agreements, investment property control

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agreements, intercreditor agreements and all other agreements, documents and instruments now or at any time hereafter executed and/or delivered by any Borrower or Guarantor in connection with this Agreement; provided, that, the Financing Agreements shall not include Hedge Agreements.      1.71 "Fixed Charge Coverage Ratio" shall mean, with respect to any date of determination, the ratio of (a) the amount equal to (i) EBITDA of any Person and its Subsidiaries on a consolidated basis, as of the end of a fiscal month for the immediately preceding twelve (12) consecutive fiscal months for which Agent has received financial statements pursuant to Section 9.6 hereof, less (ii) the amount of Capital Expenditures of such Person and its Subsidiaries during such period to the extent not financed by Indebtedness, less (iii) all taxes paid by such person and its Subsidiaries in cash during such period, less (iv) all dividends, distributions, repurchases and redemptions in respect of Equity Interests of Parent paid by such Person and its Subsidiaries during such period in cash to (b) Fixed Charges of such Person and its Subsidiaries, on a consolidated basis, for such period.      1.72 "Fixed Charges" shall mean, as to any Person and its Subsidiaries, on a consolidated basis, with respect to any period, the sum of, without duplication, (a) all Interest Expense paid in cash minus (to the extent not included in EBITDA) all interest income received in cash, plus (b) all regularly scheduled (as determined at the beginning of the respective period) principal payments of Indebtedness for borrowed money (and including for this purpose regularly scheduled reductions in the Equipment Availability), Indebtedness for the deferred purchase price of any property or services (other than an account payable to a trade creditor (whether or not an Affiliate) incurred in the ordinary course of business of such Person and is not overdue by more than ninety (90) days unless such account is being contested or disputed by Parent and its Subsidiaries in good faith), Indebtedness with respect to Capital Leases (and without duplicating in items (a) and (b) of this definition, the interest component with respect to Indebtedness under Capital Leases). Notwithstanding the foregoing, the Fixed Charges of Parent and its Subsidiaries on a consolidated basis for each period set forth on Schedule 1.72 hereto shall be deemed to be the amount set forth on Schedule 1.72 hereto opposite such period.      1.73 "Floating Rate Note Availability Limit" shall mean, at any time, the difference, if positive, between (a) the Priority Lien Cap (as defined in the Floating Rate Note Indenture as in effect on the date hereof), minus (b) the outstanding principal amount of all Indebtedness (including, without limitation, revolving loans and letters of credit) under the Credit Agreement or any other Priority Lien Debt (as each such term is defined in the Floating Rate Note Indenture as in effect on the date hereof) excluding the Obligations.      1.74 "Floating Rate Note Collateral Trustee" shall mean UBS AG, Stanford Branch, and its successors and assigns.      1.75 "Floating Rate Note Documents" shall mean the Floating Rate Notes, the Floating Rate Note Indenture, the Floating Rate Note Guarantees and all other documents executed and delivered with respect to the Floating Rate Notes or the Floating Rate Note Indenture.

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     1.76 "Floating Rate Note Guarantees" shall mean the guarantees of certain Borrowers and Guarantors pursuant to the Floating Rate Note Indenture, as amended from time to time in accordance with the terms hereof.      1.77 "Floating Rate Note Indenture" shall mean the Indenture, dated as of February 11, 2005, by and among Parent, certain of its Subsidiaries and Floating Rate Note Trustee, as amended from time to time in accordance with the terms hereof.      1.78 "Floating Rate Note Trustee" shall mean Wilmington Trust Company, as trustee, and its successors and assigns.      1.79 "Floating Rate Notes" shall mean Second Priority Senior Secured Floating Rate Notes due 2012 issued by Parent pursuant to the Floating Rate Note Indenture in an aggregate principal amount not to exceed $325,000,000 and any registered notes issued in exchange for, and as contemplated by, such notes with substantially identical terms as such notes, as amended from time to time in accordance with the terms hereof.      1.80 "Foreign Lender" shall mean any Lender that is organized under the laws of a jurisdiction other than that in which a Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.      1.81 "Foreign Subsidiary" shall mean a Subsidiary of Parent that is organized or incorporated under the laws of any jurisdiction outside of the United States of America; sometimes being referred to herein collectively as "Foreign Subsidiaries".      1.82 "GAAP" shall mean generally accepted accounting principles in the United States of America as in effect from time to time as set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board which are applicable to the circumstances as of the date of determination consistently applied, except that, unless otherwise agreed by Agent, for purposes of Section 9.17 hereof, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements delivered to Agent prior to the date hereof. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein or in any of the other Financing Agreements, and either the Administrative Borrower, Agent or the Required Lenders shall so reasonably request, the Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) the Borrowers shall provide to Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

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     1.83 "Governmental Authority" shall mean any nation or government, any state, province, or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.      1.84 "Guarantors" shall have the meaning set forth in the preamble hereto and include any other Person that any time after the date hereof becomes a Borrower; each sometimes being referred to herein individually as a "Guarantor".      1.85 "Hazardous Materials" shall mean any hazardous, toxic or dangerous substances, materials and wastes, including hydrocarbons (including naturally occurring or man-made petroleum and hydrocarbons), flammable explosives, asbestos, urea formaldehyde insulation, radioactive materials, biological substances, polychlorinated biphenyls, pesticides, herbicides and any other kind and/or type of pollutants or contaminants (including materials which include hazardous constituents), sewage, sludge, industrial slag, solvents and including any other substances, materials or wastes that are or become regulated under any Environmental Law (including any that are or become classified as hazardous or toxic under any Environmental Law).      1.86 "Hedge Agreement" shall mean an agreement between any Borrower or Guarantor and Agent or any Bank Product Provider that is a swap agreement as such term is defined in 11 U.S.C. Section 101, and including any rate swap agreement, basis swap, forward rate agreement, commodity swap, interest rate option, forward foreign exchange agreement, spot foreign exchange agreement, rate cap agreement rate, floor agreement, rate collar agreement, currency swap agreement, cross-currency rate swap agreement, currency option, any other similar agreement (including any option to enter into any of the foregoing or a master agreement for any the foregoing together with all supplements thereto) for the purpose of protecting against or managing exposure to fluctuations in interest or exchange rates, currency valuations or commodity prices; sometimes being collectively referred to herein as "Hedge Agreements".      1.87 "Indebtedness" shall mean, with respect to any Person, without duplication, any liability, whether or not contingent,           (a) in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof) or evidenced by bonds, notes, debentures or similar instruments;           (b) representing the balance deferred and unpaid of the purchase price of any property or services (other than an account payable to a trade creditor (whether or not an Affiliate) incurred in the ordinary course of business of such Person and is not overdue by more than ninety (90) days unless such account payable is being contested or disputed by a Borrower or Guarantor in good faith);           (c) all obligations as lessee under leases which have been, or should be, in accordance with GAAP recorded as Capital Leases (excluding the attributable debt related to the deemed sale or transfer of Parent’s facility located in Port St. Lucie, Florida, in connection with the construction and subsequent lease of such facility), provided, that, obligations as lessee under

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leases of Real Property to a Borrower or Guarantor that are characterized as Capital Leases under GAAP, will not be deemed Indebtedness for purposes hereof, so long as: (i) the lessee is not bound to renew the lease or to become the owner of all or any portion of the Real Property, (ii) the lessee does not have the option to become the owner of the Real Property for no or nominal consideration, and (iii) the amount and terms of the rental and other amounts payable by or on behalf of the lessee during the term of the lease are generally consistent with operating leases in the applicable market as determined based on such evidence thereof as Agent may from time to time reasonably require;           (d) any contractual obligation, contingent or otherwise, of such Person to pay or be liable for the payment of any indebtedness described in this definition of another Person, including, without limitation, any such indebtedness, directly or indirectly guaranteed, or any agreement to purchase, repurchase, or otherwise acquire such indebtedness, obligation or liability or any security therefor, or to provide funds for the payment or discharge thereof, or to maintain solvency, assets, level of income, or other financial condition;           (e) all reimbursement obligations and other liabilities of such Person with respect to surety bonds (whether bid, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for such Person’s account;           (f) all indebtedness of such Person in respect of indebtedness of another Person for borrowed money or indebtedness of another Person otherwise described in this definition which is secured by any consensual lien, security interest, collateral assignment, conditional sale, mortgage, deed of trust, or other encumbrance on any asset of such Person, whether or not such obligations, liabilities or indebtedness are assumed by or are a personal liability of such Person, all as of such time;           (g) all obligations, liabilities and indebtedness of such Person (marked to market) arising under Hedge Agreements;           (h) indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer to the extent such Person is liable therefor as a result of such Person’s ownership interest in such entity, except to the extent that the terms of such indebtedness expressly provide that such Person is not liable therefor or such Person has no liability therefor as a matter of law; and           (i) the principal and interest portions of all remaining rental obligations of such Person under any synthetic lease or similar off-balance sheet financing where such transaction is considered to be borrowed money for tax purposes but is classified as an operating lease in accordance with GAAP.      1.88 "Information Certificate" shall mean, collectively, the Information Certificate of Borrowers and Guarantors constituting Exhibit C hereto containing material information with respect to Borrowers and Guarantors, their respective businesses and assets provided by or on behalf of Borrowers and Guarantors to Agent in connection with the preparation of this Agreement and the other Financing Agreements and the financing arrangements provided for herein.

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     1.89 "Intellectual Property" shall mean, as to each Borrower and Guarantor, such Borrower’s and Guarantor’s now owned and hereafter arising or acquired rights, title and interest in the following: patents, patent rights, patent applications, copyrights, works which are the subject matter of copyrights, copyright applications, copyright registrations, trademarks, servicemarks, trade names, trade styles, trademark and service mark applications, and licenses and rights to use any of the foregoing and all applications, registrations and recordings relating to any of the foregoing as may be filed in the United States Copyright Office, the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof, any political subdivision thereof or in any other country or jurisdiction, together with all rights and privileges arising under applicable law with respect to any Borrower’s or Guarantor’s use of any of the foregoing; all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing; all rights to sue for past, present and future infringement of any of the foregoing; inventions, trade secrets, formulae, processes, compounds, drawings, designs, blueprints, surveys, reports, manuals, and operating standards; goodwill (including any goodwill of the business symbolized by or associated with any trademark or servicemark, or the license of any trademark or servicemark); customer and other lists in whatever form maintained; trade secret rights, copyright rights, rights in works of authorship; software and contract rights relating to computer software programs, in whatever form created or maintained; all rights corresponding thereto throughout the world; and any and all products and proceeds of the foregoing, including without limitation, all damages or payments or claims by any Borrower or Guarantor against third parties for past or future infringement.      1.90 "Interest Expense" shall mean, for any period, as to any Person, as determined in accordance with GAAP, the amount equal to total interest expense of such Person and its Subsidiaries on a consolidated basis for such period, whether paid or accrued (including the interest component of any Capital Lease for such period), and in any event, including, without limitation, (a) discounts in connection with the sale of any Accounts, (b) bank fees, commissions, discounts and other fees and charges owed with respect to letters of credit, banker’s acceptances or similar instruments or any factoring, securitization or similar arrangements, (c) interest payable by addition to principal or in the form of property other than cash and any other interest expense not payable in cash, and (d) the costs or fees for such period associated with Hedging Agreements to the extent not otherwise included in such total interest expense (excluding breakage costs incurred in connection with the termination of Hedging Agreements on or about the date hereof, if any), provided, that, Interest Expense shall not include, to the extent treated as interest in accordance with GAAP, all non-cash amounts in connection with borrowed money (including paid-in-kind interest).      1.91 "Interest Payment Date" shall mean (a) with respect to any Base Rate Loan (including Swingline Loans), the last Business Day of each month to occur during any period in which such Loan is outstanding, (b) with respect to any Eurodollar Rate Loan, the last day of the Interest Period applicable to such Loan and, in the case of a Eurodollar Rate Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (c) with respect to any Loan, the Maturity Date or such earlier date on which the Commitments are terminated or the Loans become due and payable.

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     1.92 "Interest Period" shall mean for any Eurodollar Rate Loan, a period of approximately one (1), two (2), three (3), or six (6) months duration (and, if acceptable to all Lenders, nine (9) or twelve (12) months duration) as any Borrower (or Administrative Borrower on behalf of such Borrower) may elect, the exact duration to be determined in accordance with the customary practice in the applicable Eurodollar Rate market; provided, that, such Borrower (or Administrative Borrower on behalf of such Borrower) may not elect an Interest Period which will end after the last day of the then-current term of this Agreement.      1.93 "Interest Rate" shall mean,           (a) Subject to clause (b) of this definition below:                (i) as to Base Rate Loans, a rate equal to the then Applicable Margin for Base Rate Loans on a per annum basis plus the Base Rate, and                (ii) as to Eurodollar Rate Loans, a rate equal to the then Applicable Margin for Eurodollar Rate Loans on a per annum basis plus the Adjusted Eurodollar Rate.           (b) Notwithstanding anything to the contrary contained herein,                (i) Agent may, at its option, and Agent shall, at the direction of the Required Lenders, increase the Applicable Margin otherwise used to calculate the Interest Rate for Base Rate Loans and Eurodollar Rate Loans by two (2%) percent per annum, for the period from and after the date of the occurrence of an Event of Default but only for so long as such Event of Default is continuing; and                (ii) Agent may, at its option, and Agent shall, at the direction of the Required Lenders, increase the Applicable Margin otherwise used to calculate the Interest Rate for Base Rate Loans and Eurodollar Rate Loans by two (2%) percent per annum, on Revolving Loans at any time outstanding in excess of the Borrowing Base (in each case whether or not such excess(es) arise or are made with or without the knowledge or consent of Agent or any Lender and whether made before or after an Event of Default).      1.94 "Inventory" shall mean, as to each Borrower and Guarantor, all of such Borrower’s and Guarantor’s now owned and hereafter existing or acquired goods, wherever located, which (a) are leased by such Borrower or Guarantor as lessor; (b) are held by such Borrower or Guarantor for sale or lease or to be furnished under a contract of service; (c) are furnished by such Borrower or Guarantor under a contract of service; or (d) consist of raw materials, work in process, finished goods or materials used or consumed in its business.      1.95 "Investment" shall have the meaning set forth in Section 9.10 hereof.      1.96 "Investment Property Control Agreement" shall mean an agreement in writing, in form and substance reasonably satisfactory to Agent, by and among Agent, the Borrower or Guarantor that is an account holder or customer (as the case may be) and any securities intermediary, commodity intermediary or other person who has custody, control or possession of any investment property of such account holder or customer, that is sufficient to perfect the

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security interests of Agent therein and provides such other rights with respect thereto as Agent requires.      1.97 "Issuing Bank" shall mean Wachovia in its capacity as the issuer of Letters of Credit hereunder and as to the Existing Letters of Credit, UBS AG, Stamford Branch, and their respective successors and assigns.      1.98 "Lenders" shall mean the financial institutions who are signatories hereto as Lenders (including Swing Line Lender) and other persons made a party to this Agreement as a Lender in accordance with Section 13.7 hereof, and their respective successors and assigns; each sometimes being referred to herein individually as a "Lender".      1.99 "Letter of Credit Documents" shall mean, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations of the parties concerned or at risk or (b) any collateral security for such obligations.      1.100 "Letter of Credit Limit" shall mean $25,000,000 (subject to adjustment as provided in Section 2.5 hereof).      1.101 "Letter of Credit Obligations" shall mean, at any time, the sum of (a) the aggregate undrawn amount of all Letters of Credit outstanding at such time, plus, without duplication, (b) the aggregate amount of all drawings under Letters of Credit for which Issuing Bank has not at such time been reimbursed, and the aggregate amount of all payments made by each Lender to Issuing Bank with respect to such Lender’s participation in Letters of Credit as provided in Section 2.2 for which Borrowers have not at such time reimbursed the Lenders, whether by way of a Revolving Loan or otherwise.      1.102 "Letters of Credit" shall mean all letters of credit issued by an Issuing Bank for the account of any Borrower pursuant to this Agreement, and all amendments, renewals, extensions or replacements thereof. The "Letters of Credit" as such term is used herein shall include for all purposes hereunder the Existing Letters of Credit.      1.103 "License Agreements" shall have the meaning set forth in Section 8.11 hereof.      1.104 "Loans" shall mean, collectively, the Revolving Loans and the Swing Line Loans.      1.105 "London Interbank Offered Rate" shall mean, with respect to any Eurodollar Rate Loan for the Interest Period applicable thereto, the rate of interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Successor Page 3750 (or any successor page) as the London interbank offered rate for deposits in U.S. Dollars at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, that, if more than one rate is specified on Telerate Successor Page 3750 for such comparable period, the applicable rate shall be the arithmetic mean of all such rates. If, for any reason, such rate is not available, the term "London Interbank Offered Rate" shall mean, with respect to any Eurodollar Loan for the

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Interest Period applicable thereto, the rate of interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate for such comparable period shall be the arithmetic mean of all such rates.      1.106 "Material Adverse Effect" shall mean (a) a material adverse effect on the business, property, assets, operations, liabilities or financial condition of Parent and its Subsidiaries, taken as a whole; (b) material adverse effect on the ability of Borrowers and Guarantors to fully and timely perform any of their material obligations under any Financing Agreement; (c) material adverse effect on the material rights of or benefits or remedies available to Lenders or Agent under any Financing Agreement; or (d) a material adverse effect on the Collateral or the liens in favor of Agent (for its benefit and for the benefit of the other Secured Parties) on the Collateral or the priority of such liens.      1.107 "Material Contract" shall mean (a) any contract or other agreement (other than the Financing Agreements and Hedge Agreements), written or oral, of any Borrower or Guarantor involving monetary liability of or to any Person in an amount in excess of $10,000,000 in any fiscal year (but excluding for this purpose contracts or other agreements for the purchase and sale of goods or services where the other party thereto has no obligation to purchase or sell such goods or services under such contract or other agreement) and (b) any other contract or other agreement (other than the Financing Agreements and Hedge Agreements), whether written or oral, to which any Borrower or Guarantor is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto would have a Material Adverse Effect.      1.108 "Maturity Date" shall mean the date that is five (5) years from the date hereof; provided, that, unless (a) the maturity date of the Floating Rate Notes has been extended to a date no earlier than March 14, 2013 or (b) the Floating Rate Notes have been paid in full, or otherwise cease to be outstanding, in either case by November 11, 2011, the "Maturity Date" shall mean November 11, 2011.      1.109 "Maximum Credit" shall mean the amount of $350,000,000 (subject to adjustment as provided in Sections 2.3 and 2.4 hereof).      1.110 "Maximum Interest Rate" shall mean the maximum non-usurious rate of interest under applicable Federal or State law as in effect from time to time that may be contracted for, taken, reserved, charged or received in respect of the indebtedness of a Borrower to Agent or a Lender, or to the extent that at any time such applicable law may thereafter permit a higher maximum non-usurious rate of interest, then such higher rate.      1.111 "Mortgages" shall mean the documents, agreements and instruments set forth on Schedule 1.111 hereto (as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced).      1.112 "Multiemployer Plan" shall mean a "multi-employer plan" as defined in Section 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately

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preceding six (6) years contributed to by any Borrower, Guarantor or any ERISA Affiliate or with respect to which any Borrower, Guarantor or any ERISA Affiliate may incur any liability.      1.113 "Net Cash Proceeds" shall mean the aggregate cash proceeds received by Parent or any of its Subsidiaries in respect of any sale, lease, transfer or other disposition of any assets or properties, or interest in assets and properties or as proceeds of any loans or other financial accommodations provided to it or as proceeds from the issuance and/or sale of any Equity Interests, in each case net of the reasonable and customary direct costs relating to such sale, lease, transfer or other disposition or loans or other financial accommodation or issuance and/or sale (including, without limitation, legal, accounting and investment banking fees, and sales commissions) and taxes paid or payable as a result thereof and in the case of a sale of any assets or properties or interest in assets and properties, amounts applied to the repayment of indebtedness secured by a valid and enforceable lien (other than a lien created under the Financing Agreements or the Floating Rate Note Documents) on the asset or assets that are the subject of such sale or other disposition required to be repaid in connection with such transaction.      1.114 "Net Recovery Percentage" shall mean the fraction, expressed as a percentage, (a) the numerator of which is the amount equal to the recovery on the aggregate amount of the Inventory at such time on a net orderly liquidation value basis as set forth in the most recent appraisal of Inventory received by Agent in accordance with Section 7.3, net of operating expenses, liquidation expenses and customary commissions, and (b) the denominator of which is the applicable original cost of the aggregate amount of the Inventory subject to appraisal.      1.115 "Obligations" shall mean (a) any and all Revolving Loans, Swing Line Loans, Letter of Credit Obligations and all other obligations, liabilities and indebtedness of every kind, nature and description owing by any or all of Borrowers to Agent or any Lender, including principal, interest, charges, fees, costs and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, arising under any of the Financing Agreements, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of this Agreement or after the commencement of any case with respect to such Borrower under the United States Bankruptcy Code or any similar statute (including the payment of interest and other amounts which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, or secured or unsecured and (b) for purposes only of Sections 5.1 and 8.17 hereof and subject to the priority in right of payment set forth in Section 6.7 hereof, all obligations, liabilities and indebtedness of every kind, nature and description owing by any or all of Borrowers or Guarantors to Agent or any Bank Product Provider arising under or pursuant to any Bank Products, whether now existing or hereafter arising, provided, that, (i) as to any such obligations, liabilities and indebtedness arising under or pursuant to a Hedge Agreement, the same shall only be included within the Obligations if upon Agent’s request, Agent shall have entered into an agreement, in form and substance satisfactory to Agent, with the Bank Product Provider that is a counterparty to such Hedge Agreement, as acknowledged and agreed to by Borrowers and Guarantors, providing for the delivery to Agent by such counterparty of information with respect to the amount of such obligations and providing for the other rights of Agent and such Bank Product Provider in connection with such

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arrangements, (ii) any Bank Product Provider, other than Wachovia and its Affiliates, shall have delivered written notice to Agent that (A) such Bank Product Provider has entered into a transaction to provide Bank Products to a Borrower or Guarantor and (B) the obligations arising pursuant to such Bank Products provided to Borrowers or Guarantors constitute Obligations entitled to the benefits of the security interest of Agent granted hereunder, and Agent shall have accepted such notice in writing and (iii) in no event shall any Bank Product Provider to whom such obligations, liabilities or indebtedness are owing be deemed a Lender for purposes hereof to the extent of and as to such obligations, liabilities or indebtedness other than for purposes of Section 5.1 hereof and other than for purposes of Sections 12.1, 12.2, 12.3(b), 12.6, 12.7, 12.9, 12.12 and 13.6 hereof and in no event shall the approval of any such person be required in connection with the release or termination of any security interest or lien of Agent.      1.116 "Other Taxes" shall have the meaning given to such term in Section 6.8 hereof.      1.117 "Parent" shall have the meaning set forth in the preamble hereto.      1.118 "Participant" shall mean any financial institution that acquires and holds a participation in the interest of any Lender in any of the Loans and Letters of Credit in conformity with the provisions of Section 13.7 of this Agreement governing participations.      1.119 "Pension Plan" shall mean a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which any Borrower or Guarantor sponsors, maintains, or to which any Borrower, Guarantor or ERISA Affiliate makes, is making, or is obligated to make contributions, other than a Multiemployer Plan.      1.120 "Permitted Acquisition Liquidity" shall mean the amount, calculated at any date, equal to the sum of the amount of Excess Availability on such date plus (without duplication) the amount of Restricted Cash on such date.      1.121 "Permitted Acquisitions" shall mean the purchase by a Borrower or Guarantor after the date hereof of all or substantially all of the assets of any Person or a business or division of any Person (including pursuant to a merger with such Person or the formation of a wholly owned Subsidiary solely for such purpose that is merged with such Person) or of all or a majority of the Equity Interests (such assets or Person being referred to herein as the "Acquired Business") and in one or a series of transaction that satisfies each of the following conditions:           (a) no Event of Default shall exist or have occurred and be continuing as of the date of the acquisition or any payment in respect thereof and after giving effect to the acquisition or such payment;           (b) in the case of an acquisition where the total consideration in respect of such acquisition is less than or equal to $20,000,000, each of the following conditions is satisfied: (i) the daily average Permitted Acquisition Liquidity for the period of ninety (90) consecutive days immediately preceding the date of such acquisition shall be not less than $75,000,000, (ii) as of the date of such acquisition and after giving effect thereto and to any payments in connection therewith and to any increase in the Borrowing Base as a result of such acquisition, using the most recent calculation of the Borrowing Base prior to the date of any such payment, on a pro forma basis, Permitted Acquisition Liquidity shall be not less than $75,000,000 and (iii) Agent

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shall have received, not less than ten (10) Business Days (or such lesser number of Business Days as Agent may agree) prior to the acquisition, the Permitted Transaction Projections with respect to such acquisition showing that Permitted Acquisition Liquidity at all times during the twelve (12) month period, commencing as of the first day of the first full month after such acquisition, will be not less than $75,000,000; provided, that, the conditions set forth in this clause (b) shall not be required to be satisfied with respect to such acquisition so long as each of the conditions set forth in clause (d) of this definition is satisfied with respect to such acquisition;           (c) in the case of an acquisition where the total consideration in respect of such acquisition is greater than $20,000,000 but less than or equal to $60,000,000, either (i) each of the following conditions is satisfied: (A) the daily average Permitted Acquisition Liquidity for the period of ninety (90) consecutive days immediately preceding the date of such acquisition shall be not less than $200,000,000, (B) as of the date of such acquisition and after giving effect thereto and to any payments in connection therewith and to any increase in the Borrowing Base as a result of such acquisition, using the most recent calculation of the Borrowing Base prior to the date of any such payment, on a pro forma basis, Permitted Acquisition Liquidity shall be not less than $175,000,000 and (C) Agent shall have received, not less than ten (10) Business Days (or such lesser number of Business Days as Agent may agree) prior to the acquisition, the Permitted Transaction Projections with respect to such acquisition showing that Permitted Acquisition Liquidity at all times during the twelve (12) month period, commencing as of the first day of the first full month after such acquisition, will be not less than $175,000,000 or (ii) each of the following conditions is satisfied: (A) the daily average Permitted Acquisition Liquidity for the period of ninety (90) consecutive days immediately preceding the date of such acquisition shall be not less than $100,000,000, (B) as of the date of such acquisition and after giving effect thereto and to any payments in connection therewith and to any increase in the Borrowing Base as a result of such acquisition, using the most recent calculation of the Borrowing Base prior to the date of any such payment, on a pro forma basis, Permitted Acquisition Liquidity shall be not less than $75,000,000 and (C) Agent shall have received, not less than ten (10) Business Days prior to the acquisition, the Permitted Transaction Projections with respect to such acquisition showing that (1) Permitted Acquisition Liquidity at all times during the twelve (12) month period, commencing as of the first day of the first full month after such acquisition, will be not less than $75,000,000 and (2) the Fixed Charge Coverage Ratio for Parent and its Subsidiaries is projected to be equal to or greater than 0.8 to 1.0 at all times during such twelve (12) month period; provided, that, the conditions set forth in this clause (c) shall not be required to be satisfied with respect to such acquisition so long as each of the conditions set forth in clause (d) of this definition is satisfied with respect to such acquisition;           (d) in the case of any acquisition, each of the following conditions is satisfied: (i) the daily average Permitted Acquisition Liquidity for the period of ninety (90) consecutive days immediately preceding the date of such acquisition shall be not less than $50,000,000, (ii) as of the date of such acquisition and after giving effect thereto and to any payments in connection therewith and to any increase in the Borrowing Base as a result of such acquisition, using the most recent calculation of the Borrowing Base prior to the date of any such payment, on a pro forma basis, Permitted Acquisition Liquidity shall be not less than $50,000,000 and (iii) Agent shall have received, not less than ten (10) Business Days (or such lesser number of Business Days as Agent may agree) prior to the acquisition, the Permitted Transaction Projections with respect to such acquisition showing that (A) Permitted Acquisition Liquidity at all times during

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the twelve (12) month period, commencing as of the first day of the first full month after such acquisition, will be not less than $50,000,000 and (B) the Fixed Charge Coverage Ratio for Parent and its Subsidiaries is projected to be equal to or greater than 1.0 to 1.0 at all times during such twelve (12) month period; provided, that in the case of an acquisition where the total consideration in respect of such acquisition is less than or equal to $60,000,000, the conditions set forth in this clause (d) shall not be required to be satisfied with respect to such acquisition so long as each of the conditions set forth in clause (b) or clause (c) of this definition, as applicable, have been satisfied with respect to such acquisition;           (e) the Acquired Business shall be a company that engages in a line of business substantially similar to, or ancillary or related to, or used or useful to, the business that Borrowers are engaged in on the date hereof;           (f) in the case of the acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such acquisition and such Person shall not have announced that it will oppose such acquisition and shall not have commenced any action which alleges that such acquisition will violate applicable law;           (g) Agent shall have received, not less than five (5) Business Days’ prior written notice of the proposed acquisition and such information with respect thereto as Agent may reasonably request, in each case with such information to include (i) parties to such acquisition, (ii) the proposed date and amount of the acquisition, (iii) description of the assets or shares to be acquired, (iv) the total purchase price for the assets to be purchased (and the terms of payment of such purchase price);           (h) if Administrative Borrower requests that any assets acquired pursuant to such acquisition be included in the Borrowing Base, Agent shall have completed a field examination with respect to the business and assets of the Acquired Business in accordance with Agent’s customary procedures and practices and as otherwise required by the nature and circumstances of the business of the Acquired Business, the scope and results of which shall be reasonably satisfactory to Agent and any Accounts, Inventory or Equipment of the Acquired Business shall only be Eligible Accounts, Eligible Inventory or Eligible Equipment to the extent that Agent has so completed such field examination with respect thereto and the criteria for Eligible Accounts, Eligible Inventory and Eligible Equipment set forth herein are satisfied with respect thereto in accordance with this Agreement (or such other or additional criteria as Agent may, at its option, establish with respect thereto in accordance with the definitions of Eligible Accounts, Eligible Inventory or Eligible Equipment, as applicable, and subject to such Reserves as Agent may establish in connection with the Acquired Business in accordance with the definition of such term, and, if requested by Agent, in the case of Eligible Equipment acquired pursuant to a Permitted Acquisition to the extent that it has been subject to an appraisal that satisfies the requirements of Section 7.4 hereof);           (i) in the case of an acquisition where the total consideration in respect of such acquisition is greater than $50,000,000, Agent shall have received either (i) the audited consolidated financial statements with respect to the Acquired Business for the three (3) fiscal years most recently ended for which financial statements are available, together with an opinion

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of independent certified public accountants, and interim unaudited consolidated financial statements with respect to the Acquired Business for each quarterly period ended since the last audited financial statements for which financial statements are available, or (ii) a "quality of earnings" review with respect to the Acquired Business, conducted by a third party reasonably acceptable to Agent; provided, that, if the Acquired Business has not existed for the last three (3) fiscal years, Agent shall have received such satisfactory audited consolidated financial statements for the full fiscal years for which it existed and which are completed and in addition, at the option of the Agent, such satisfactory "quality of earnings" review;           (j) Agent shall have received annual projections for Parent and its Subsidiaries for the succeeding five (5) fiscal years, prepared on a pro forma basis after giving effect to such acquisition, prepared in good faith and otherwise using such methodology as is consistent with the Permitted Transaction Projections, as presented to, and approved by, the Board of Directors of Parent; and           (k) Agent shall have received a certificate of the chief financial officer or chief executive officer of Administrative Borrower certifying to Agent and Lenders that (i) such transaction complies with this definition and (ii) such transaction could not be reasonably expected to result in a Material Adverse Effect.      1.122 "Permitted Discretion" shall mean as used in this Agreement with reference to Agent, a determination made in good faith in the exercise of its reasonable business judgment based on how an asset-based lender with similar rights providing a credit facility of the type set forth herein would act in similar circumstances at the time with the information then available to it.      1.123 "Permitted Dispositions" shall mean each of the following:           (a) sales of Inventory in the ordinary course of business,           (b) the sale or other disposition of (i) worn-out or obsolete machinery and equipment in the ordinary course of business; provided , that , as to any sale or disposition of Equipment pursuant to this clause (i), (A) the aggregate net book value of all such Equipment sold or disposed of does not exceed $5,000,000 during any four (4) consecutive fiscal quarters of Parent and its Subsidiaries and (B) at any time that a Cash Dominion Event exists or has occurred and is continuing, all of the Net Cash Proceeds of the sale or disposition shall promptly be paid to Agent for application to the Obligations in accordance with the terms hereof, or (ii) machinery, equipment and interests in real property no longer used or useful in the conduct of the business of Parent and its Subsidiaries, provided , that , as to any sale or other disposition pursuant to this clause (ii), (A) no Event of Default shall exist or have occurred and be continuing as of the date of such sale or other disposition and after giving effect thereto, (B) in the case of any sale or other disposition of any Eligible Equipment included in the Borrowing Base, as of the date of such sale or other disposition and after giving effect thereto, using the most recent calculation of the Borrowing Base prior to the date of any such sale or disposition, on a pro forma basis, Excess Availability shall be not less than $45,000,000, and (C) at any time a Cash Dominion Event exists or has occurred and is continuing, all of the Net Cash Proceeds of

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the sale or other disposition shall be paid to Agent for application to the Obligations in accordance with the terms hereof;           (c) the sale or other disposition of property to a Borrower or Guarantor, provided , that , the security interest and lien of Agent on such property shall continue in all respects and shall not be deemed released or terminated as a result of such sale or other disposition;           (d) the sale of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business of Parent and its Subsidiaries;           (e) the grant by Parent and its Subsidiaries after the date hereof of a license of any Intellectual Property consisting of trademarks owned by Parent and its Subsidiaries, provided, that, such license is on a non-exclusive basis and the rights of the licensee shall be subject to the rights of Agent, and shall not adversely affect, limit or restrict the rights of Agent to use any Intellectual Property of Parent and its Subsidiaries to sell or otherwise dispose of any Inventory or other Collateral or otherwise in any manner limit or interfere in any respect with the use of any such trademarks by Agent in connection with the exercise of its rights or remedies hereunder or under the other Financing Agreements, and as of the date of the grant of any such license, and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing;           (f) the issuance and sale by Parent and its Subsidiaries of Equity Interests of Parent and its Subsidiaries after the date hereof; provided, that, (A) Parent and its Subsidiaries shall not be required to pay any cash dividends or repurchase or redeem such Equity Interests or make any other payments in respect thereof, except as otherwise permitted in Section 9.11 hereof and (B) except as Agent may otherwise agree in writing, and other than for the issuance of Equity Interests as provided in clause (g) below or as payment of consideration for a Permitted Acquisition, at any time a Cash Dominion Event exists, all of the Net Cash Proceeds of the sale and issuance of such Equity Interests shall be paid to Agent for application to the Obligations in accordance with the terms hereof;           (g) the issuance of Equity Interests Parent consisting of common stock pursuant to an employee stock option or grant or similar equity plan or 401(k) plans of such Parent for the benefit of its employees, directors and consultants, provided, that, in no event shall Parent be required to issue, or shall Parent issue, Equity Interests pursuant to such stock plans or 401(k) plans which would result in a Change of Control or other Event of Default;           (h) the abandonment of Intellectual Property that is, in the reasonable judgment of Parent, no longer valuable in any material respect or economically practicable to maintain or useful in the conduct of the business of Borrowers and Guarantors, taken as a whole;           (i) sales of the Real Property described on Schedule 1.123 hereof;           (j) sales or other dispositions of assets of Parent and its Subsidiaries not otherwise subject to the provisions set forth above, provided, that, as to any such sale or other disposition, each of the following conditions is satisfied:

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               (i) the aggregate consideration received in respect of all sales or other dispositions permitted pursuant to this clause (j) shall not exceed $30,000,000 in any four (4) consecutive fiscal quarters of Parent and its Subsidiaries;                (ii) in the case of a sale or other disposition where the aggregate consideration received in respect thereof is greater than $5,000,000, not less than eighty (80%) percent of the consideration to be received by Borrowers and Guarantors shall be paid or payable in cash and shall be paid contemporaneously with consummation of the transaction;                (iii) the consideration paid or payable shall be in an amount not less than the fair market value of the property disposed of,                (iv) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 9.22 and the aggregate consideration received in respect of all sales in connection with Sale and Leaseback Transactions shall not exceed $50,000,000 during the term of this Agreement,                (v) as of the date of such sale or other disposition after giving effect thereto, using the most recent calculation of the Borrowing Base prior to the date of any such payment, on a pro forma basis, Excess Availability shall be not less than $45,000,000,                (vi) at any time a Cash Dominion Event exists, the Net Cash Proceeds from any such sale or other disposition, shall be applied to the Obligations, and                (vii) as of the date of any such sale or other disposition, and in each case after giving effect thereto, no Event of Default shall exist or have occurred and be continuing;           (k) leases or subleases permitted under Section 9.8(m) or 9.22 hereof;           (l) the sale or other disposition of Cash Equivalents for fair market value; and           (m) following the acquisition of Accounts acquired from a Person pursuant to an Investment or Permitted Acquisition permitted hereunder, the sale or transfer of such Accounts by Parent and its Subsidiaries back to such Person; provided , that , (i) the price for such Accounts paid to Parent or its Subsidiaries shall be no less than the fair market value of such Accounts, (ii) such Accounts shall not be included in the Borrowing Base, and, (iii) the consideration to be received by Parent and its Subsidiaries shall be paid in cash prior to or contemporaneously with the consummation of such sale or transfer,      1.124 "Permitted Investments" shall mean each of the following:           (a) Investments consisting of accounts receivables owing to any Borrower or Guarantor if created or acquired in the ordinary course of business;           (b) the endorsement of instruments for collection or deposit in the ordinary course of business;

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          (c) Investments in cash or Cash Equivalents; provided, that, (i) at any time on and after a Cash Dominion Event and for so long as the same is continuing, no Loans are then outstanding; except that notwithstanding that any Loans are outstanding at any time a Cash Dominion Event exists, Parent and its Subsidiaries may from time to time in the ordinary course of business consistent with their current practices as of the date hereof (A) maintain cash in the Specified Cash Management Accounts in an aggregate amount not to exceed $6,000,000, (B) maintain cash or Cash Equivalents in an aggregate amount not to exceed $1,000,000 in securities accounts, investment accounts, commodity accounts and similar accounts permitted by Section 5.3(e)(ii) hereof, (C) maintain cash in the Cash Management Accounts in the amounts permitted by the last sentence of Section 6.6(b) hereof and (D) make deposits of cash or other immediately available funds in operating demand deposit accounts used for disbursements to the extent required to provide funds for amounts drawn or anticipated to be drawn shortly on such accounts and such funds may be held in Cash Equivalents consisting of overnight investments until so drawn (so long as such funds and Cash Equivalents are not held more than three (3) Business Days from the date of the initial deposit thereof) and (ii) the terms and conditions of Section 5.3 hereof shall have been satisfied with respect to the deposit account, investment account or other account in which such cash or Cash Equivalents are held;           (d) deposits for leases, utilities and similar matters in the ordinary course of business;           (e) obligations under Hedge Agreements permitted under Section 9.9(c);           (f) the existing Investments of Parent and its Subsidiaries as of the date hereof in their respective Subsidiaries;           (g) loans and advances by Parent and its Subsidiaries to directors, officers and employees of Parent and its Subsidiaries: (i) for bona fide business purposes and (ii) to purchase Equity Interests of Parent; provided, that, the aggregate amount of such loans and advances shall not exceed $500,000 at any time outstanding;           (h) stock or obligations issued to Parent and its Subsidiaries by any Person (or the representative of such Person) in respect of Indebtedness or other liabilities of such Person owing to Parent and its Subsidiaries in connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person;           (i) obligations of account debtors to Parent and its Subsidiaries arising from Accounts which are past due evidenced by a promissory note made by such account debtor payable to Parent or one of its Subsidiaries;           (j) Investments by a Borrower or Guarantor in a Borrower or Guarantor, or by a Subsidiary that is not a Guarantor in any other Subsidiary that is not a Guarantor, after the date hereof; provided , that , prior to the time of any such Investment, Agent shall not have notified Administrative Borrower in writing that the Investments under this clause (j) are no longer permitted at any time an Event of Default shall exist or have occurred and be continuing;           (k) Investments after the date hereof by Parent and its Subsidiaries in or to any Person; provided, that, as to any such Investment, each of the following conditions is satisfied:

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               (i) no Event of Default shall exist or have occurred and be continuing as of the date of the Investment or any payment in respect thereof and after giving effect to the Investment or such payment;                (ii) as of the date of such Investment and after giving effect thereto and to any payments in connection therewith and to any increase in the Borrowing Base as a result of such Investment (if any), using the most recent calculation of the Borrowing Base prior to the date of any such payment, on a pro forma basis, Excess Availability shall be not less than $45,000,000;                (iii) the aggregate amount of such Investments shall not exceed $15,000,000 at any time outstanding;                (iv) in the case of any Investment in an amount in excess of $1,000,000, Agent shall have received not less than five (5) Business Days’ prior written notice of the proposed Investment and such information with respect thereto as Agent may reasonably request, in each case with such information to include (A) parties to such Investment, (B) the proposed date and amount of the Investment, and (C) the total amount of the Investment;                (v) promptly upon Agent’s request, Agent shall have received true, correct and complete copies of all material agreements, documents and instruments relating to such Investment;           (l) Investments made by Parent and its Subsidiaries as a result of consideration received in connection with any Permitted Disposition made in compliance with Section 9.7(b) hereof; and           (m) Investments in Persons formed at the direction of a Borrower or Guarantor pursuant to the reasonable requirements of the business of such Borrower or Guarantor solely for purposes of satisfying licensing requirements of a Governmental Authority; provided , that , (i) such Investments shall be limited to the ownership of Equity Interests in such Persons and (ii) the aggregate amount of all such Investments shall not exceed $100,000 outstanding at any time.      1.125 "Permitted Transaction Projections" shall mean, as to any proposed acquisition, Investment, disposition or other transaction, current, updated projections (including in each case, forecasted balance sheets and statements of income and loss, statements of cash flow, and the projected Borrowing Base and Excess Availability) for Parent and its Subsidiaries on a monthly basis for the first twelve (12) months after the acquisition, Investment or other transaction, giving effect thereto, all in reasonable detail and in a format consistent with the projections delivered by Parent to Agent prior to the date hereof, together with such supporting information as Agent may reasonably request, which projections shall have been prepared on the basis of the assumptions set forth therein which Borrowers believe are fair and reasonable as of the date of preparation in light of current and reasonably foreseeable business conditions and using such methodology as is consistent with the most recent financial statements delivered to Agent pursuant to Section 9.6 hereof.      1.126 "Permits" shall have the meaning set forth in Section 8.7.

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     1.127 "Person" or "person" shall mean any individual, sole proprietorship, partnership, corporation (including any corporation which elects subchapter S status under the Code), limited liability company, limited liability partnership, business trust, unincorporated association, joint stock corporation, trust, joint venture or other entity or any government or any agency or instrumentality or political subdivision thereof.      1.128 "Plan" shall mean an employee benefit plan (as defined in Section 3(3) of ERISA) which any Borrower or Guarantor sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, or in the case of a Multiemployer Plan has made contributions at any time during the immediately preceding six (6) plan years or with respect to which any Borrower or Guarantor may incur liability.      1.129 "Pro Forma Basis" shall mean for purposes of calculating the financial covenant set forth in Section 9.17 in connection with any event or transaction, or proposed event or transactions (other than a Cure Action), such event or transaction shall be deemed to have occurred as of the first day of the most recent twelve (12) month period preceding the date of such event or transaction for which Agent has received financial statements pursuant to Section 9.6, and including (a) with respect to the sale or other disposition of assets, (i) income statement and cash flow statement items (whether positive or negative) attributable to the assets disposed of shall be excluded to the extent relating to any period occurring prior to the date of such transaction and ) Indebtedness which is retired shall be excluded and deemed to have been retired as of the first day of the applicable period and (b) with respect to any acquisition, (i) income statement items attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement items for Parent and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth herein and (B) such items are supported by financial statements or other information reasonably satisfactory to Agent and (ii) any Indebtedness incurred or assumed by Parent or any Subsidiary (including the Person or property acquired) in connection with such transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such transaction (A) shall be deemed to have been incurred as of the first day of the applicable period and (B) if such Indebtedness has a floating or formula rate, shall have an average rate of interest for the applicable period for purposes of this definition.      1.130 "Pro Forma Compliance Certificate" shall mean, with respect to any event or transaction, or proposed event or transaction, a certificate of the chief financial officer, vice president of finance, treasurer or controller of Administrative Borrower or Parent containing reasonably detailed calculations of the financial covenant set forth in Section 9.17 as of the most recent fiscal month end for which Agent has received financial statements pursuant to Section 9.6 and certifying that the other conditions hereunder to the applicable event or transaction are satisfied, after giving effect to the applicable event or transaction on a Pro Forma Basis.      1.131 "Pro Rata Share" shall mean, as to any Lender, the fraction (expressed as a percentage) the numerator of which is such Lender’s Commitment and the denominator of which is the aggregate amount of all of the Commitments of the Lenders, as adjusted from time to time in accordance with the provisions hereof; provided, that, if the Commitments have been terminated, the numerator shall be the unpaid amount of such Lender’s Loans and its interest in

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the Swing Line Loans, Special Agent Advances and Letter of Credit Obligations and the denominator shall be the aggregate amount of all unpaid Loans, Swing Line Loans, Special Agent Advances and Letter of Credit Obligations.      1.132 "Qualified Cash" shall mean cash or Cash Equivalents owned by a Borrower or Guarantor, which are (i) available for use by a Borrower or Guarantor, without condition or restriction (other than in favor of Agent), (ii) free and clear of any pledge, security interest, lien, claim or other encumbrance (other than in favor of Agent and other than those permitted under Section 9.8(b), (i) and (l) hereof), (iii) subject to the first priority perfected security interest of Agent (except as to priority, subject to the liens permitted under Sections 9.8(b) and (1) hereof), (iv) in an investment account at Wachovia or an Affiliate of Wachovia specifically and solely used for purposes of holding such cash or Cash Equivalents and which account is subject to an Investment Property Control Agreement, and (v) for which Agent shall have received evidence, in form and substance reasonably satisfactory to Agent, of the amount of such cash or Cash Equivalents held in such investment account as of the applicable date of the calculation of Excess Availability by Agent and the satisfaction of the other conditions in this definition.      1.133 "Provision for Taxes" shall mean an amount equal to all taxes imposed on or measured by net income, whether Federal, State, Provincial, county or local, and whether foreign or domestic, that are paid or payable by any Person in respect of any period in accordance with GAAP.      1.134 "Quarterly Average Excess Availability" shall mean, for any calendar quarter of Borrowers, the daily average of the aggregate amount of the Excess Availability for such calendar quarter.      1.135 "Real Property" shall mean all now owned and hereafter acquired real property of each Borrower and Guarantor, including leasehold interests, together with all buildings, structures, and other improvements located thereon and all licenses, easements and appurtenances relating thereto, wherever located, including the Real Property and related assets more particularly described in the Mortgages.      1.136 "Receivables" shall mean all of the following now owned or hereafter arising or acquired property of each Borrower and Guarantor: (a) all Accounts; (b) all interest, fees, late charges, penalties, collection fees and other amounts due or to become due or otherwise payable in connection with any Account; (c) all payment intangibles of such Borrower or Guarantor; (d) letters of credit, indemnities, guarantees, security or other deposits and proceeds thereof issued payable to any Borrower or Guarantor or otherwise in favor of or delivered to any Borrower or Guarantor in connection with any Account; or (e) all other accounts, contract rights, chattel paper, instruments, notes, general intangibles and other forms of obligations owing to any Borrower or Guarantor, whether from the sale and lease of goods or other property, licensing of any property (including Intellectual Property or other general intangibles), rendition of services or from loans or advances by any Borrower or Guarantor or to or for the benefit of any third person (including loans or advances to any Affiliates or Subsidiaries of any Borrower or Guarantor) or otherwise associated with any Accounts, Inventory or general intangibles of any Borrower or Guarantor (including, without limitation, choses in action, causes of action, tax refunds, tax refund claims, any funds which may become payable to any Borrower or Guarantor

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in connection with the termination of any Plan or other employee benefit plan and any other amounts payable to any Borrower or Guarantor from any Plan or other employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, casualty or any similar types of insurance and any proceeds thereof and proceeds of insurance covering the lives of employees on which any Borrower or Guarantor is a beneficiary).      1.137 "Records" shall mean, as to each Borrower and Guarantor, all of such Borrower’s and Guarantor’s present and future books and records of every kind or nature, including without limitation, all purchase and sale agreements, invoices, ledger cards, bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files and other data relating to the Collateral or any account debtor, together with the tapes, disks, diskettes and other data and software storage media and devices, file cabinets or containers in or on which the foregoing are stored (including any rights of any Borrower or Guarantor with respect to the foregoing maintained with or by any other person).      1.138 "Refinancing Indebtedness" shall have the meaning set forth in Section 9.9 hereof.      1.139 "Register" shall have the meaning set forth in Section 6.4 hereof.      1.140 "Required Lenders" shall mean, at any time, those Lenders whose Pro Rata Shares aggregate more than fifty (50%) percent of the aggregate of the Commitments of all Lenders, or if the Commitments shall have been terminated, Lenders to whom more than fifty (50%) percent of the then outstanding Obligations are owing.      1.141 "Reserves" shall mean as of any date of determination, such amounts as Agent may from time to time establish and revise in its Permitted Discretion reducing the amount of Loans and Letters of Credit which would otherwise be available to any Borrower under the lending formula(s) provided for herein, provided , that , with respect to Reserves to reflect any rental payments, service charges or other amounts due or to become due to lessors of real property to the extent Inventory, Eligible Equipment or Records are located in or on such property or such Records are needed to monitor or otherwise deal with the Collateral (other than for locations where Agent has received a Collateral Access Agreement executed and delivered by the owner and lessor of such real property that Agent has acknowledged in writing is in form and substance satisfactory to Agent), such Reserves (a) shall not be established prior to the date that is one hundred twenty (120) days following the date of this Agreement and (b) so long as no Default or Event of Default exists or has occurred and is continuing, shall not exceed at any time the aggregate of amounts payable for the next three (3) months to the lessors of such locations. To the extent that an event, condition or matter as to any Eligible Accounts, Eligible Inventory or Eligible Equipment is addressed pursuant to the treatment thereof within the applicable definition of such terms, Agent shall not also establish a Reserve to address the same event, condition or matter. The amount of any Reserve established by Agent shall have a reasonable relationship to the event, condition or other matter which is the basis for such Reserve as determined by Agent in good faith and to the extent that such Reserve is in respect of amounts that may be payable to third parties Agent may, at its option, deduct such Reserve from the Maximum Credit at any time that the Maximum Credit is less than the amount of the Borrowing Base. Except for (x) Reserves contemplated by the proviso to this definition above, (y) Reserves to reflect that certain

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deposit accounts of Borrowers and Guarantors are not subject to Deposit Account Control Agreements in an amount equal to the greater of (A) $6,000,000 or (B) (i) the amount of proceeds of Collateral included in the Borrowing Base which are deposited into deposit accounts which are subject to Deposit Account Control Agreements multiplied by (ii) the applicable percentage with respect thereto set forth in the definition of Borrowing Base (except that the right of Agent to establish a Reserve under this clause (y) shall cease, and any Reserve previously established under this clause (y) shall be released, upon the date (if any) on which all such deposit accounts are subject to Deposit Account Control Agreements and Borrowers and Guarantors agree to deposit all proceeds of Collateral into deposit accounts which are subject to Deposit Account Control Agreements) and (z) other Reserves expressly contemplated by the Financing Agreements, any Reserves established after the date hereof may only be established, upon not less than one Business Days’ prior written notice to Administrative Borrower, based on either (i) an event, condition or other circumstance arising after the date hereof or (ii) an event, condition or other circumstance existing on the date hereof to the extent Agent has no actual knowledge thereof or its affect on the Collateral or Agent’s rights relating thereto prior to the date hereof.      1.142 "Restricted Cash" shall mean cash or Cash Equivalents owned by a Borrower or Guarantor, which are (i) available for use by a Borrower or Guarantor, without condition or restriction (other than in favor of Agent), (ii) free and clear of any pledge, security interest, lien, claim or other encumbrance (other than in favor of Agent and other than those permitted under Section 9.8(b), (i) or (l) hereof), (iii) (A) prior to the date that is ninety (90) days following the date hereof (the "cut-off date"), maintained on deposit in the deposit accounts listed on Schedule 1.142 hereto or (B) from and after the cut-off date, subject to the first priority perfected security interest of Agent (except as to priority, subject to the liens permitted under Sections 9.8(b) and (l) hereof), (iv) in a deposit account at Wachovia or another Person and which account, from and after the cut-off date, is subject to a Deposit Account Control Agreement, and (v) for which Agent shall have received evidence, in form and substance reasonably satisfactory to Agent, of the amount of such cash or Cash Equivalents held in such deposit accounts as of the applicable date of the calculation of Restricted Cash.      1.143 "Restricted Payment" shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests of Parent or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests or on account of any return of capital to Parent or such Subsidiary’s stockholders, partners or members (or the equivalent Person thereof), or payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of Parent or any of its Subsidiaries, or any setting apart of funds or property for any of the foregoing.      1.144 "Revolving Loans" shall mean loans now or hereafter made by or on behalf of any Lender or by Agent for the account of any Lender on a revolving basis pursuant to the Credit Facility (involving advances, repayments and readvances) as set forth in Section 2.1(a)(i) hereof.

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     1.145 "Rolling Stock" shall mean all trucks, trailers, tractors, service vehicles, vans, pick up trucks, forklifts, wheel loaders and other mobile equipment and other vehicles, wherever located, which in each case is covered by a Certificate of Title under applicable state law.      1.146 "Sale and Leaseback Transaction" shall mean, with respect to a Borrower or Guarantor, or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby such Borrower or Guarantor or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.      1.147 "Secured Parties" shall mean, collectively, (a) Agent, (b) Lenders, (c) the Issuing Bank and (d) any Bank Product Provider; provided, that, (i) as to any Bank Product Provider, only to the extent of the Obligations owing to such Bank Product Provider and (ii) such parties are sometimes referred to herein individually as a "Secured Party".      1.148 "Solvent" shall mean, at any time with respect to any Person, that at such time such Person (a) is able to pay its debts as they mature and has (and has a reasonable basis to believe it will continue to have) sufficient capital (and not unreasonably small capital) to carry on its business consistent with its practices as of the date hereof, and (b) the assets and properties of such Person at a fair valuation (and including as assets for this purpose at a fair valuation all rights of subrogation, contribution or indemnification arising pursuant to any guarantees given by such Person) are greater than the Indebtedness of such Person, and including subordinated and contingent liabilities computed at the amount which, such person has a reasonable basis to believe, represents an amount which can reasonably be expected to become an actual or matured liability (and including as to contingent liabilities arising pursuant to any guarantee the face amount of such liability as reduced to reflect the probability of it becoming a matured liability).      1.149 "Special Agent Advances" shall have the meaning set forth in Section 12.11 hereof.      1.150 "Specified Cash Management Agreements" shall have the meaning specified in Section 6.6(a) hereof.      1.151 "Specified Properties" shall mean, collectively, the Real Property of Borrowers and Guarantors located at 1048 Escambia Street, Jacksonville, Florida, 195 Davis Road, LaGrange, Georgia, 3060, U.S. Hwy 220 Business South, Asheboro, North Carolina, 332 Haywood Road, Asheville, North Carolina, 101 Dewberry Road, Cowpens, South Carolina, 151 Dewberry Road, Cowpens, South Carolina, 1724 West Lucas Street, Florence, South Carolina, 69 Matthews Drive, Hilton Head, South Carolina, 226 Tiller Drive, Pawleys Island, South Carolina, 101 Lumber Lane, Seneca, South Carolina, 8035 Howard Street, Spartanburg, South Carolina, 114-116 Myrtle Beach Highway, Sumter, South Carolina, 407 East State of Franklin Road, Johnson City, Tennessee, 260 Piney Flats Road, Piney Flats, Tennessee, 902 N. Mill Street, Lewisville, Texas, 941-945 West State Street, Bristol, Virginia, 801 S. Washington Ave, Greenville, South Carolina and 150 Ole Woodward Avenue, Conway, South Carolina.

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     1.152 "Subordinated Debt" shall mean any Indebtedness of a Borrower or Guarantor that is subject to, and subordinate in right of payment to, the right of Agent and Lenders to receive the prior final payment and satisfaction in cash in full of all of the Obligations.      1.153 "Subsidiary" or "subsidiary" shall mean, with respect to any Person, any corporation, limited liability company, limited liability partnership or other limited or general partnership, trust, association or other business entity of which an aggregate of at least a majority of the outstanding Equity Interests or other interests entitled to vote in the election of the board of directors of such corporation (irrespective of whether, at the time, Equity Interests of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency), managers, trustees or other controlling persons, or an equivalent controlling interest therein, of such Person is, at the time, directly or indirectly, owned by such Person and/or one or more subsidiaries of such Person.      1.154 "Supermajority Lenders" shall mean, at any time, those Lenders whose Pro Rata Shares aggregate more than sixty-six and two-thirds (66.67%) percent of the aggregate of the Commitments of all Lenders, or if the Commitments shall have been terminated, Lenders to whom more than sixty-six and two-thirds (66.67%) percent of the then outstanding Obligations are owing.      1.155 "Swing Line Lender" shall mean Wachovia Bank, National Association, in its capacity as the lender of Swing Line Loans, and its successors and assigns.      1.156 "Swing Line Loan Limit" shall mean $25,000,000.      1.157 "Swing Line Loans" shall have the meaning set forth in Section 2.1 hereof.      1.158 "UCC" shall mean the Uniform Commercial Code as in effect in the State of New York and any successor statute, as in effect from time to time (except that terms used herein which are not otherwise defined herein and defined in the Uniform Commercial Code as in effect in the State of New York on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as Agent may otherwise determine).      1.159 "US Dollars", "US$" and "$" shall each mean lawful currency of the United States of America.      1.160 "Value" or "value" shall mean, with respect to Inventory, the lower of (a) cost computed on a first-in first-out basis in accordance with GAAP or (b) market value; provided, that, for purposes of the calculation of the Borrowing Base, (i) the Value of the Inventory shall not include: (A) the portion of the value of Inventory equal to the profit earned by any Affiliate on the sale thereof to any Borrower or (B) write-ups or write-downs in value with respect to currency exchange rates and (ii) notwithstanding anything to the contrary contained herein, the cost of the Inventory shall be computed in the same manner and consistent with the most recent appraisal of the Inventory received and accepted by Agent prior to the date hereof, if any.      1.161 "Wachovia" shall mean Wachovia Bank, National Association, and its successors and assigns.

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     1.162 "Weighted Average Life to Maturity" shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding principal amount of such Indebtedness into (b) the total of the product obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment. SECTION 2. CREDIT FACILITIES      2.1 Loans.           (a) Subject to and upon the terms and conditions contained herein,                (i) each Lender severally (and not jointly) agrees to make its Pro Rata Share of Revolving Loans to Borrowers from time to time in amounts requested by any Borrower (or Administrative Borrower on behalf of Borrowers) up to the aggregate amount outstanding equal to the Commitment of such Lender, provided, that, after giving effect to any such Revolving Loan, the principal amount of the Revolving Loans, Swing Line Loans and Letter of Credit Obligations outstanding with respect to all Borrowers shall not exceed the lesser of (A) the Borrowing Base at such time, (B) the Maximum Credit at such time or (C) the Floating Rate Note Availability Limit at such time; and                (ii) the Swing Line Lender agrees that it will make loans ("Swing Line Loans") to Borrowers from time to time in amounts requested by any Borrower (or Administrative Borrower on behalf of Borrowers) up to the aggregate amount outstanding equal to the Swing Line Loan Limit, provided, that, after giving effect to any such Swing Line Loan the aggregate principal amount of the Revolving Loans, Swing Line Loans and Letter of Credit Obligations outstanding with respect to all Borrowers shall not exceed the lesser of the (A) Borrowing Base at such time, (B) the Maximum Credit at such time or (C) the Floating Rate Note Availability Limit at such time.           (b) On the terms and subject to the conditions hereof, each Borrower (or Administrative Borrower on behalf of Borrowers) may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Lender shall be required to make any Revolving Loan, if, after giving effect thereto the aggregate outstanding principal amount of all Revolving Loans of such Lender, together with such Lender’s Pro Rata Share of the aggregate amount of all Swing Line Loans and Letter of Credit Obligations, would exceed such Lender’s Commitment. Swing Line Lender shall not be required to make Swing Line Loans, if, after giving effect thereto, the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Limit. Each Swing Line Loan shall be subject to all of the terms and conditions applicable to other Base Rate Loans funded by the Lenders constituting Revolving Loans, except that all payments thereon shall be payable to the Swing Line Lender solely for its own account. All Revolving Loans and Swing Line Loans shall be subject to the settlement among Lenders provided for in Section 6.14 hereof.

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          (c) Upon the making of a Swing Line Loan or any Revolving Loan by Agent as provided in Section 6.14, without further action by any party hereto, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Swing Line Lender or Agent, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Pro Rata Share in such Swing Line Loan or Revolving Loan. To the extent that there is no settlement in accordance with Section 6.14 below, the Swing Line Lender or Agent, as the case may be, may at any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender has funded its participation in any Swing Line Loan, Special Agent Advance or Revolving Loan, Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest received by Agent in respect of such Swing Line Loan, Special Agent Advance or Revolving Loan.           (d) Except in Agent’s discretion and with the consent of all Lenders, or as otherwise provided herein, the aggregate amount of the Revolving Loans, the Swing Line Loans and the Letter of Credit Obligations outstanding at any time shall not exceed the lesser of the Maximum Credit, the Floating Rate Note Availability Limit or the Borrowing Base.      2.2 Letters of Credit.           (a) Subject to and upon the terms and conditions contained herein and in the Letter of Credit Documents, at the request of a Borrower (or Administrative Borrower on behalf of any Borrower), Agent agrees to cause an Issuing Bank to issue, and each such Issuing Bank agrees to issue, for the account of such Borrower one or more Letters of Credit, for the ratable risk of each Lender according to its Pro Rata Share, containing terms and conditions reasonably acceptable to Agent and such Issuing Bank (it being understood that the Existing Letters of Credit are deemed acceptable for this purpose).           (b) The Borrower requesting such Letter of Credit (or Administrative Borrower on behalf of such Borrower) shall give Agent and the Issuing Bank with respect thereto three (3) Business Days’ prior written notice of such Borrower’s request for the issuance of a Letter of Credit. Such notice shall be irrevocable and shall specify the original face amount of the Letter of Credit requested, the effective date (which date shall be a Business Day and in no event shall be a date less than ten (10) days prior to the end of the then current term of this Agreement) of issuance of such requested Letter of Credit, whether such Letter of Credit may be drawn in a single or in partial draws, the date on which such requested Letter of Credit is to expire (which date shall be a Business Day and shall not be more than one year from the date of issuance, subject to customary "evergreen" provisions), the purpose for which such Letter of Credit is to be issued, and the beneficiary of the requested Letter of Credit. The Borrower requesting the Letter of Credit (or Administrative Borrower on behalf of such Borrower) shall attach to such notice the proposed terms of the Letter of Credit. The renewal or extension of any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder.           (c) In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 4 hereof and the other terms and conditions contained herein, no Letter of Credit shall be available unless each of the following conditions precedent have been satisfied in a manner reasonably satisfactory to Agent: (i) the Borrower requesting such Letter of

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Credit (or Administrative Borrower on behalf of such Borrower) shall have delivered to Issuing Bank with respect thereto at such times and in such manner as such Issuing Bank may reasonably require, an application, in form and substance reasonably satisfactory to such Issuing Bank and Agent, for the issuance of the Letter of Credit and such other Letter of Credit Documents as may be reasonably required pursuant to the terms thereof, and the form and terms of the proposed Letter of Credit shall be reasonably satisfactory to Agent and such Issuing Bank, (ii) as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the issuance of such Letter of Credit, (iii) after giving effect to the issuance of such Letter of Credit, the Letter of Credit Obligations shall not exceed the Letter of Credit Limit, and (iv) the Excess Availability prior to giving effect to any Reserves with respect to such Letter of Credit on the date of the proposed issuance of any Letter of Credit shall be equal to or greater than an amount equal to one hundred (100%) percent of the Letter of Credit Obligations with respect thereto. Effective on the issuance of each Letter of Credit, a Reserve shall be established in the applicable amount set forth in Section 2.2(c)(iv) hereof, except to the extent Agent is holding cash collateral for such Letter of Credit in accordance with the terms of this Agreement.           (d) Except in Agent’s discretion and with the consent of Required Lenders, the amount of all outstanding Letter of Credit Obligations shall not at any time exceed the Letter of Credit Limit.           (e) Each Borrower shall reimburse immediately the Issuing Bank for any draw under any Letter of Credit issued by such Issuing Bank for the account of such Borrower and pay each Issuing Bank the amount of all other charges and fees payable to such Issuing Bank in connection with any Letter of Credit issued for the account of such Borrower immediately when due, irrespective of any claim, setoff, defense or other right which such Borrower may have at any time against Issuing Bank or any other Person. To the extent Borrowers do not otherwise reimburse the Issuing Bank in accordance with the terms of the immediately preceding sentence, each drawing under any Letter of Credit or other amount payable in connection therewith when due shall constitute a request by the Borrower for whose account such Letter of Credit was issued to Agent for a Base Rate Loan in the amount of such drawing or other amount then due, and shall be made by Agent on behalf of Lenders as a Revolving Loan (or Special Agent Advance, as the case may be). The date of such Loan shall be the date of the drawing or as to other amounts, the due date therefor. Any payments made by or on behalf of Agent or any Lender to an Issuing Bank and/or related parties in connection with any Letter of Credit shall constitute additional Revolving Loans to such Borrower pursuant to this Section 2 (or Special Agent Advances as the case may be).           (f) Borrowers and Guarantors shall indemnify and hold Agent and Lenders harmless from and against any and all losses, claims, damages, liabilities, costs and expenses which Agent or any Lender may suffer or incur in connection with any Letter of Credit and any documents, drafts or acceptances relating thereto, including any losses, claims, damages, liabilities, costs and expenses due to any action taken by an Issuing Bank or correspondent with

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respect to any Letter of Credit, except for such losses, claims, damages, liabilities, costs or expenses that are a direct result of the gross negligence or willful misconduct of Agent or any Lender as determined pursuant to a final non-appealable order of a court of competent jurisdiction. Each Borrower and Guarantor assumes all risks for, and agrees to pay, all foreign, Federal, State and local taxes, duties and levies relating to any goods subject to any Letter of Credit or any documents, drafts or acceptances thereunder. Each Borrower and Guarantor hereby releases and holds Agent and Lenders harmless from and against any acts, waivers, errors, delays or omissions with respect to or relating to any Letter of Credit, except for the gross negligence or willful misconduct of Agent or any Lender as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. The provisions of this Section 2.2(f) shall survive the payment of Obligations and the termination of this Agreement.           (g) In connection with Inventory purchased pursuant to any Letter of Credit, Borrowers shall, at Agent’s prior written request, instruct all suppliers, carriers, forwarders, customs brokers, warehouses or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest that upon Agent’s prior written request, such items are to be delivered to Agent and/or subject to Agent’s order, and if they shall come into such Borrower’s or Guarantor’s possession, to deliver them, upon Agent’s prior written request, to Agent in their original form. Except as otherwise provided herein, Agent shall not exercise such right to request such items so long as no Event of Default shall exist or have occurred and be continuing. Except as Agent may otherwise specify, Borrowers and Guarantors shall designate the Issuing Bank with respect to a Letter of Credit as the consignee on all bills of lading and other negotiable and non-negotiable documents under such Letter of Credit.           (h) Each Borrower and Guarantor hereby irrevocably authorizes and directs each Issuing Bank to name such Borrower or Guarantor as the account party therein and to deliver to Agent all instruments, documents and other writings and property received by such Issuing Bank pursuant to the Letter of Credit and to accept and rely upon Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the Letter of Credit Documents with respect thereto. Nothing contained herein shall be deemed or construed to grant any Borrower or Guarantor any right or authority to pledge the credit of Agent or any Lender in any manner. Borrowers and Guarantors shall be bound by any reasonable interpretation made in good faith by Agent, or an Issuing Bank under or in connection with any Letter of Credit Accommodation or any documents, drafts or acceptances thereunder, notwithstanding that such interpretation may be inconsistent with any instructions of any Borrower or Guarantor; provided, that this sentence shall not relieve Agent or any Issuing Bank of any liability resulting from the gross negligence or willful misconduct of Agent or such Issuing Bank.           (i) Immediately upon the issuance or amendment of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Pro Rata Share of the liability with respect to such Letter of Credit and the obligations of Borrowers with respect thereto (including all Letter of Credit Obligations with respect thereto). Each Lender shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Bank therefor and discharge when due, its Pro Rata Share of all of such obligations arising under such Letter of Credit. Without limiting the scope and nature of each Lender’s participation in any Letter of Credit, to the extent that an Issuing

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Bank has not been reimbursed or otherwise paid as required hereunder or under any such Letter of Credit, each such Lender shall pay to such Issuing Bank its Pro Rata Share of such unreimbursed drawing or other amounts then due to such Issuing Bank in connection therewith.           (j) The obligations of Borrowers to pay each Letter of Credit Obligations and the obligations of Lenders to make payments to Agent for the account of an Issuing Bank with respect to Letters of Credit shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances, whatsoever, notwithstanding the occurrence or continuance of any Default, Event of Default, the failure to satisfy any other condition set forth in Section 4 or any other event or circumstance. If such amount is not made available by a Lender when due, Agent shall be entitled to recover such amount on demand from such Lender with interest thereon, for each day from the date such amount was due until the date such amount is paid to Agent at the interest rate then payable by any Borrower in respect of Loans that are Base Rate Loans. Any such reimbursement shall not relieve or otherwise impair the obligation of Borrowers to reimburse an Issuing Bank under any Letter of Credit or make any other payment in connection therewith.      2.3 Increase in Maximum Credit.           (a) Administrative Borrower may, at any time, deliver a written request to Agent to increase the Maximum Credit. Any such written request shall specify the amount of the increase in the Maximum Credit that Borrowers are requesting, provided , that , (i) in no event shall the aggregate amount of any such increase cause the Maximum Credit to exceed $500,000,000, (ii) such request shall be for an increase of not less than $50,000,000, (iii) any such request shall be irrevocable, and (iv) in no event shall there be more than one such increase in any calendar quarter.           (b) Upon the receipt by Agent of any such written request, Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase thereof requested by Administrative Borrower as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within fifteen (15) days after the receipt of such notice from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Commitments of each such Lender providing the additional Commitments shall equal or exceed $2,000,000, and (ii) no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower, Agent may seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine, after consultation with Administrative Borrower. In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine, after consultation with Administrative Borrower.

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          (c) The Maximum Credit shall be increased by the amount of the increase in the applicable Commitments from Lenders or new Commitments from Eligible Transferees, in each case selected in accordance with Section 2.3(b) above, for which Agent has received Assignment and Acceptances thirty (30) days after the date of the request by Administrative Borrower for the increase or such earlier date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfied:                (i) Agent shall have received from each Lender or Eligible Transferee that is providing an additional Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance duly executed by such Lender or Eligible Transferee and each Borrower, provided, that, the aggregate Commitments set forth in such Assignment and Acceptance(s) shall be not less than $2,000,000;                (ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase;                (iii) such increase in the Maximum Credit, on the date of the effectiveness thereof, shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently; and                (iv) there shall have been paid to each Lender and Eligible Transferee providing an additional Commitment in connection with such increase in the Maximum Credit all fees and expenses due and payable to such Person on or before the effectiveness of such increase.           (d) As of the effective date of any such increase in the Maximum Credit, each reference to the term Commitments and Maximum Credit herein, as applicable, and in any of the other Financing Agreements shall be deemed amended to mean the amount of the Commitments and Maximum Credit specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Commitments and Maximum Credit, as applicable.           (e) Effective on the date of each increase in the Maximum Credit pursuant to this Section 2.3, each reference in this Agreement to an amount of Excess Availability shall, automatically and without any further action, be deemed to be increased so that the ratio of the amount of Excess Availability to the amount of the Maximum Credit after such increase in the Maximum Credit remains the same as the ratio of the amount of Excess Availability to the amount of the Maximum Credit prior to such increase in the Maximum Credit.           (f) As of the effective date of any such increase in the Maximum Credit, each Lender or Eligible Transferee that is providing an additional Commitment as part of the increase in the Maximum Credit shall purchase Revolving Loans and Letter of Credit Obligations from

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each other Lender in an amount such that, after giving effect to such purchase or purchases, the amount of outstanding Revolving Loans and Letter of Credit Obligations of each Lender shall equal such Lender’s Pro Rata Share of the Commitments (as modified to give effect to such increase) multiplied by the aggregate outstanding principal amount of Revolving Loans and Letter of Credit Obligations of all Lenders.      2.4 Decrease in Maximum Credit.           (a) Administrative Borrower may, at any time, deliver a written request to Agent to decrease the Maximum Credit. Any such written request shall specify the amount of the decrease in the Maximum Credit that Administrative Borrower is requesting and the effective date of such decrease (which date shall not be less than five (5) nor more than ten (10) Business Days after the date of such request); provided, that, (i) in no event shall the aggregate amount of any such decrease cause the Maximum Credit to be less than $200,000,000, (ii) any such request for a decrease shall be for an amount of not less than $50,000,000, (iii) any such request shall be irrevocable, (iv) in no event shall more than one such written request for a decrease be delivered to Agent in any calendar quarter, and (v) no Default or Event of Default shall exist or have occurred and be continuing.           (b) Upon the receipt by Agent of a written request to decrease the Maximum Credit, Agent shall notify each of the Lenders of such request and, subject to the terms of Section 2.4(c) hereof, the Commitment of each Lender shall be decreased on the date requested by Administrative Borrower by an amount equal to such Lender’s Pro Rata Share of the amount of the decrease in the Maximum Credit requested by Administrative Borrower as set forth in the notice from Agent to such Lender.           (c) In the event of a request to decrease the Maximum Credit, the Maximum Credit shall be decreased by the amount of the decrease in Maximum Credit requested by Administrative Borrower in accordance with the terms hereof; provided, that, after giving effect to such decrease, the Maximum Credit shall not be less than the aggregate principal amount of the Loans, Special Agent Advances and Letter of Credit Obligations outstanding at such time.           (d) As of the effective date of any such decrease in the Maximum Credit, each reference to the term Maximum Credit and Commitments herein, as applicable, and in any of the other Financing Agreements shall be deemed amended to mean the amount of the Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower of the decrease in the Maximum Credit and Commitments, as applicable.      2.5 Increase in Letter of Credit Limit.           (a) Administrative Borrower may, at any time, deliver a written request to Agent to increase the Letter of Credit Limit. Any such written request shall specify the amount of the increase the Letter of Credit Limit that Administrative Borrower is requesting and the effective date of such increase (which date shall not be less than five (5) nor more than ten (10) Business Days after the date of such request); provided, that, (i) in no event shall the aggregate amount of any such increase cause the Letter of Credit Limit to exceed $145,000,000, (ii) any such request

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for an increase shall be for an amount of not less than $5,000,000, (iii) any such request shall be irrevocable, (iv) in no event shall more than one such written request for an increase be delivered to Agent in any calendar quarter, and (v) no Default or Event of Default shall exist or have occurred and be continuing.           (b) In the event of a request to increase the Letter of Credit Limit, the Maximum Credit shall be increased by the amount of the increase of the Letter of Credit Limit requested by Administrative Borrower in accordance with the terms hereof; provided, that, both before and after giving effect to such increase, no Default or Event of Default shall exist or have occurred and be continuing.           (c) As of the effective date of any such increase the Letter of Credit Limit, each reference to the term Letter of Credit Limit herein and in any of the other Financing Agreements shall be deemed amended to mean the amount of the Letter of Credit Limit specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Letter of Credit Limit.      2.6 Prepayments.           (a) Borrowers may prepay without penalty or premium the principal of any Revolving Loan or Swing Line Loan, in whole or in part (except as otherwise provided in Section 3.7 hereof), subject to Section 6.7 hereof.           (b) In the event that (i) the aggregate amount of the Loans and the Letter of Credit Obligations outstanding at any time exceeds the lesser of the Floating Rate Note Availability Limit or the Maximum Credit, or (ii) except as otherwise provided herein, the aggregate principal amount of the Revolving Loans, Swing Line Loans and Letter of Credit Obligations outstanding exceeds the Borrowing Base (after giving effect to Reserves other than Reserves in respect of Letter of Credit Obligations) or (iii) the outstanding principal amount of the Swing Line Loans outstanding exceeds the Swing Line Loan Limit, such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, immediately repay to Agent the entire amount of any such excess(es) for which payment is demanded.      2.7 Joint and Several Liability of Borrowers.           (a) Notwithstanding anything in this Agreement or any other Financing Agreements to the contrary, each Borrower, jointly and severally, in consideration of the financial accommodations to be provided by Agent and Lenders under this Agreement and the other Financing Agreements, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. Borrowers shall be liable for all amounts due to Agent

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and Lenders under this Agreement, regardless of which Borrower actually receives the Revolving Loans, Swing Line Loans or Letter of Credit Obligations hereunder or the amount of such Revolving Loans received or the manner in which Agent or any Lender accounts for such Revolving Loans, Swing Line Loans, Letter of Credit Obligations or other extensions of credit on its books and records. The Obligations of Borrowers with respect to Revolving Loans made to one of them, and the Obligations arising as a result of the joint and several liability of one of the Borrowers hereunder, with respect to Revolving Loans and Swing Line Loans made to the other of the Borrowers hereunder, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowers.           (b) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment with respect to, or perform, such Obligation.           (c) Except as otherwise expressly provided herein, to the extent permitted by law, each Borrower (in its capacity as a joint and several obligor in respect of the obligations of the other Borrowers) hereby waives notice of acceptance of its joint and several liability, notice of occurrence of any Default or Event of Default (except to the extent notice is expressly required to be given pursuant to the terms of this Agreement), or of any demand for any payment under this Agreement or the other Financing Agreements, notice of any action at any time taken or omitted by Agent or any Lender under or in respect of any of the obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement and the other Financing Agreements. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or any Lender at any time or times in respect of any default by the other Borrowers in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or any Lender in respect of any of the obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such obligations or the addition, substitution or release, in whole or in part, of the other Borrowers. Without limiting the generality of the foregoing, each Borrower (in its capacity as a joint and several obligor in respect of the obligations of the other Borrowers) assents to any other action or delay in acting or any failure to act on the part of Agent or any Lender, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder which might, but for the provisions of this Section 2.7, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 2.7, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under this Section 2.7 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section 2.7 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or a Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or any of the Lenders.

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          (d) The provisions of this Section 2.7 are made for the benefit of the Lenders and their successors and assigns, and subject to Section 12.3 hereof, may be enforced by them from time to time against any Borrower as often as occasion therefor may arise and without requirement on the part of Agent or any Lender first to marshal any of its claims or to exercise any of its rights against the other Borrowers or to exhaust any remedies available to it against the other Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.7 shall remain in effect until all the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.7 will forthwith be reinstated and in effect as though such payment had not been made.           (e) Notwithstanding any provision to the contrary contained herein or in any of the other Financing Agreements, to the extent the obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code of the United States).           (f) With respect to the Obligations arising as a result of the joint and several liability of Borrowers hereunder with respect to Loans, Letter of Credit Obligations or other extensions of credit made to the other Borrowers hereunder, each of Borrowers waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or any Lender now has or may hereafter have against any Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender. Any claim which any Borrower may have against any other Borrower with respect to any payments to Agent or Lenders hereunder or under any of the other Financing Agreements are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations. Upon the occurrence of any Event of Default and for so long as the same is continuing, Agent and Lenders may proceed directly and at once, without notice, against (i) with respect to Obligations of Borrowers, either or both of them or (ii) with respect to Obligations of any Borrower, to collect and recover the full amount, or any portion of the applicable Obligations, without first proceeding against the other applicable Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or against or in payment of any or all of the Obligations.      2.8 Commitments . The aggregate amount of each Lender’s Pro Rata Share of the Revolving Loans, Swing Line Loans and Letter of Credit Obligations shall not exceed the amount of such Lender’s Commitment, as the same may from time to time be amended in accordance with the provisions hereof. SECTION 3. INTEREST AND FEES

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     3.1 Interest.           (a) Borrowers shall pay to Agent, for the benefit of Lenders, interest on the outstanding principal amount of the Loans at the Interest Rate. All interest accruing hereunder on and after the date of any Event of Default or termination hereof shall be payable on demand.           (b) Each Borrower (or Administrative Borrower on behalf of such Borrower) may from time to time request Base Rate Loans. Subject to the terms and conditions contained herein, if Agent receives such a request on any Business Day, the Base Rate Loan requested in such request shall be made on such Business Day; provided, that, if Agent receives such a request after 12:00 noon any Business Day, the Base Rate Loan requested in such request shall be made not later than the next succeeding Business Day. Each Borrower (or Administrative Borrower on behalf of such Borrower) may from time to time request Eurodollar Rate Loans or may request that Base Rate Loans be converted to Eurodollar Rate Loans or that any existing Eurodollar Rate Loans continue for an additional Interest Period. Such request from a Borrower (or Administrative Borrower on behalf of such Borrower) shall specify the amount of the Eurodollar Rate Loans or the amount of the Base Rate Loans to be converted to Eurodollar Rate Loans or the amount of the Eurodollar Rate Loans to be continued (subject to the limits set forth below) and the Interest Period to be applicable to such Eurodollar Rate Loans. Subject to the terms and conditions contained herein, three (3) Business Days after receipt by Agent of such a request from a Borrower (or Administrative Borrower on behalf of such Borrower), which may be telephonic (and followed by a confirmation in writing if requested by Agent) such Eurodollar Rate Loans shall be made or Base Rate Loans shall be converted to Eurodollar Rate Loans or such Eurodollar Rate Loans shall continue, as the case may be; provided, that, (i) no Event of Default shall exist or have occurred and be continuing, (ii) no Borrower or Administrative Borrower shall have sent any notice of termination of this Agreement, (iii) such Borrower (or Administrative Borrower on behalf of such Borrower) shall have complied with such customary procedures as are reasonably established by Agent and specified by Agent to Administrative Borrower from time to time for requests by Borrowers for Eurodollar Rate Loans, (iv) no more than six (6) Interest Periods may be in effect at any one time, (v) the aggregate amount of the Eurodollar Rate Loans must be in an amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, and (vi) Agent shall have determined that the Adjusted Eurodollar Rate is available to Agent and Lenders and can be readily determined as of the date of the request for such Eurodollar Rate Loan by such Borrower as provided in Section 3.3 hereof. Any request by or on behalf of a Borrower for Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans or to continue any existing Eurodollar Rate Loans shall be irrevocable. Notwithstanding anything to the contrary contained herein, Agent and Lenders shall not be required to purchase United States Dollar deposits in the London interbank market or other applicable Eurodollar Rate market to fund any Eurodollar Rate Loans, but the provisions hereof shall be deemed to apply as if Agent and Lenders had purchased such deposits to fund the Eurodollar Rate Loans. All Swing Line Loan shall be Base Rate Loans and shall not be entitled to be converted to Eurodollar Rate Loans.           (c) Any Eurodollar Rate Loans shall automatically convert to Base Rate Loans upon the last day of the applicable Interest Period, unless Agent has received a request to continue such Eurodollar Rate Loan at least three (3) Business Days prior to such last day in

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accordance with the terms hereof and Borrowers are entitled to such Eurodollar Rate Loan under the terms hereof.           (d) Interest on each Loan shall be payable by Borrowers to Agent, for the account of Lenders, on each Interest Payment Date for such Loan and shall be calculated on the basis of a three hundred sixty (360) day year and actual days elapsed, other than for Base Rate Loans which shall be calculated on the basis of three hundred sixty-five (365) or three hundred sixty-six (366) day year, as applicable, and actual days elapsed. The interest rate on Base Rate Loans shall increase or decrease by an amount equal to each increase or decrease in the Base Rate effective on the date any change in such Base Rate is effective. In no event shall charges constituting interest payable by Borrowers to Agent and Lenders exceed the maximum amount or the rate permitted under any applicable law or regulation, and if any such part or provision of this Agreement is in contravention of any such law or regulation, such part or provision shall be deemed amended to conform thereto.      3.2 Fees.           (a) Borrowers shall pay to Agent, for the account of Lenders, monthly an unused line fee at a rate equal to the applicable rate (on a per annum basis) determined as provided below calculated upon the amount by which the Maximum Credit exceeds the average daily principal balance of the outstanding Revolving Loans and Letters of Credit during the immediately preceding month (or part thereof) so long as any Obligations are outstanding. Such fees shall be payable on the first Business Day of each month in arrears and calculated based on a three hundred sixty (360) day year and actual days elapsed. Such percentages shall be increased or decreased, as the case may be, to the applicable percentage (on a per annum basis) set forth below based on the Quarterly Average Excess Availability for the immediately preceding calendar quarter.

provided, that, (i) the applicable percentage shall be calculated and established once each calendar quarter and shall remain in effect until adjusted thereafter after the end of the next calendar quarter, and (ii) notwithstanding anything to the contrary contained herein, the applicable percentages through June 30, 2008 shall be the amount for Tier 2 set forth above.           (b) Borrowers shall pay to Agent, for the benefit of Lenders, monthly a fee at the applicable rate determined as provided below (on a per annum basis) on the average daily

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outstanding balance of Letters of Credit for the immediately preceding month (or part thereof), payable in arrears as of the first Business Day of each month, computed for each day from the date of issuance to the date of expiration. Such percentages shall be increased or decreased, as the case may be, to the applicable percentage (on a per annum basis) set forth below based on the Quarterly Average Excess Availability for the immediately preceding calendar quarter.

provided, that, (i) the applicable percentage shall be calculated and established once each calendar quarter and shall remain in effect until adjusted thereafter after the end of the next calendar quarter, (ii) notwithstanding anything to the contrary contained herein, the applicable percentages through June 30, 2008 shall be the amount for Tier 2 set forth above, and (iii) Borrowers shall, at Agent’s option or at the written direction of the Required Lenders, pay such fees at a rate two (2%) percent greater than the otherwise applicable rate on such average daily maximum amount for the period from and after the date of the occurrence of an Event of Default for so long as such Event of Default is continuing. Such letter of credit fees shall be calculated on the basis of a three hundred sixty (360) day year and actual days elapsed and the obligation of Borrowers to pay such fee shall survive the termination or non-renewal of this Agreement. In addition to the letter of credit fees provided above, Borrowers shall pay to Issuing Bank for its own account (without sharing with Lenders) the letter of credit fronting fee of .125% per annum and the other customary charges from time to time of Issuing Bank with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit.           (c) Borrowers shall pay to Agent and each of the Arrangers the other fees and amounts set forth in the Fee Letter in the amounts and at the times specified therein or as has otherwise been agreed by or on behalf of Borrowers. To the extent payment in full of the applicable fee is received by Agent from Borrowers on or about the date hereof, Agent shall pay to each Lender its share of such fees in accordance with the terms of the arrangements of Agent with such Lender.      3.3 Inability to Determine Applicable Interest Rate . If Agent shall determine in good faith (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) that on any date by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to Eurodollar Rate Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Agent shall on such date give notice to Administrative Borrower and each Lender of such determination. Upon such date no Loans may be made as, or converted to, Eurodollar Rate

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Loans until such time as Agent notifies Administrative Borrower and Lenders that the circumstances giving rise to such notice no longer exist and any request for Loans or the conversion or continuation of any Eurodollar Rate Loans received by Agent shall be deemed to be a request, or a continuation or conversion, for or into Base Rate Loans.      3.4 Illegality . Notwithstanding anything to the contrary contained herein, if (a) any change in any law or interpretation thereof by any Governmental Authority makes it unlawful for a Lender to make or maintain a Eurodollar Rate Loan or to maintain any Commitment with respect to a Eurodollar Rate Loan or (b) a Lender determines in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) on any date for determining the London Interbank Offered Rate for any Interest Period for a Eurodollar Rate Loan that deposits in the principal amounts of such Eurodollar Rate Loan are not available in the London Interbank market or adequate and fair means do not exist for ascertaining the applicable interest as a result of a circumstance that adversely affects the London interbank market or the position of such Lender in such market, then such Lender shall give notice thereof to Agent and Administrative Borrower and may (i) declare that Eurodollar Rate Loans will not thereafter be made by such Lender, such that any request for a Eurodollar Rate Loans from such Lender shall be deemed to be a request for a Base Rate Loan unless such Lender’s declaration has been withdrawn (and it shall be withdrawn promptly upon the cessation of the circumstances described in clause (a) or (b) above and (ii) require that all outstanding Eurodollar Rate Loans made by such Lender be converted to Base Rate Loans immediately, in which event all outstanding Eurodollar Rate Loans of such Lender shall be so converted.      3.5 Increased Costs . If any Change in Law shall: (a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurodollar Rate) or the Issuing Bank; (b) subject any Lender or the Issuing Bank to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 6.8 and the imposition of, or any change in the rate of, any taxes payable by such Lender or the Issuing Bank described in Sections 6.8(a)(i) and (ii)); or (c) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the Issuing Bank, Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.      3.6 Capital Requirements . If any Lender or the Issuing Bank determines in good faith that any Change in Law affecting such Lender or the Issuing Bank or any lending office of such

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Lender or such Lender’s or the Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.      3.7 Certificates for Reimbursement . A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in Sections 3.5 or 3.6 and delivered to Administrative Borrower shall be conclusive absent manifest error. Borrowers shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.      3.8 Delay in Requests . Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to Sections 3.5 or 3.6 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation, provided that Borrowers shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs incurred or reductions occurring more than one hundred eighty (180) days prior to the date that such Lender or the Issuing Bank, as the case may be, becomes aware of the event giving rise to such Lender’s or Issuing Bank’s claim for compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the one hundred eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof).      3.9 Mitigation; Replacement of Lenders.           (a) If any Lender requests compensation under Sections 3.4, 3.5 or Section 3.6, or Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 6.8, then such Lender shall, if requested by Administrative Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, to assign its rights and obligations hereunder to another of its offices, branches or affiliates or to take such other actions as such Lender or Agent determines, if, in the good faith judgment of such Lender, such designation, assignment or other action (i) would eliminate or reduce amounts payable pursuant to such Sections in the future and (ii) would not subject Agent or such Lender to any unreimbursed cost or expense and Agent or such Lender would not suffer any economic, legal or regulatory disadvantage in any material respect. Nothing in this Section 3.9 shall affect or postpone any of the obligations of Borrowers or the rights of Agent or such Lender pursuant to this Section 3.9. Borrowers hereby agree to pay on demand all reasonable costs and expenses incurred by Agent or any Lender in connection with any such designation or assignment.

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          (b) If any Lender requests compensation under Sections 3.4, 3.5 or 3.6, if Borrowers are required to pay any additional amount to any Lender or Governmental Authority pursuant to Section 6.8, then within sixty (60) days thereafter, Administrative Borrower may, at its sole expense and effort, upon notice to such Lender and Agent, replace such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Section 13.7), all of its interests, rights and obligations under this Agreement to an Eligible Transferee that shall assume such obligations, provided , that , (i) Administrative Borrower has received the prior written consent of Agent and each Issuing Bank (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loans and participations in Letter of Credit Obligations and Swing Line Loans that it has funded, if any, accrued interest thereon, accrued fees and other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal) and Administrative Borrower (in the case of accrued interest, fees and other amounts, including amounts under Section 3.10), (iii) such assignment will result in a reduction in such compensation and payments, and (iv) such assignment does not conflict with applicable laws or regulations. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Administrative Borrower to require such assignment and delegation cease to apply. Nothing in this Section 3.9 shall impair any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender.      3.10 Funding Losses . Borrowers shall pay to each Lender all losses, expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or redeployment of such) that it sustains (a) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a request for borrowing, or a conversion to or continuation of, any Eurodollar Rate Loan does not occur on a date specific therefor in a request for conversion or continuation, (b) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to such Loan, or (c) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by a Borrower (or on its behalf by Administrative Borrower). This covenant shall survive the termination or non-renewal of this Agreement and the payment of the Obligations.      3.11 Maximum Interest . Notwithstanding anything to the contrary contained in this Agreement or any of the other Financing Agreements, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Financing Agreements and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any Interest is charged or received in excess of the Maximum Interest Rate ("Excess"), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an

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accident and bona fide error, and that any Excess received by Agent or any Lender shall be applied, first, to the payment of the then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to Agent or any Lender hereunder or under any of the other Financing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned interest as and to the extent required by applicable law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Financing Agreements shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.11 shall be deemed to be incorporated into each of the other Financing Agreements (whether or not any provision of this Section is referred to therein).      3.12 No Requirement of Match Funding . Notwithstanding anything to the contrary contained herein, Agent and Lenders shall not be required to acquire eurodollar deposit to fund or otherwise match fund any Obligations as to which interest accrues a the Eurodollar Rate. The provisions of this Section 3 shall apply as if Agent, each Lender or any Participant had match funded any Obligation as to which interest is accruing at the Eurodollar Rate by acquiring eurodollar deposits for each Interest Period in the amount of the Eurodollar Rate Loans. SECTION 4. CONDITIONS PRECEDENT      4.1 Conditions Precedent to Initial Loans and Letters of Credit . The obligation of Lenders to make the initial Loans or of Issuing Bank to issue the initial Letters of Credit hereunder is subject to the satisfaction of, or waiver of, immediately prior to or concurrently with the making of such Loan or the issuance of such Letter of Credit of each of the following conditions precedent:           (a) all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be reasonably satisfactory in form and substance to Agent, and Agent shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which Agent may have reasonably requested in connection therewith, such documents where requested by Agent or its counsel to be certified by appropriate corporate officers or Governmental Authority (and including a copy of the certificate of incorporation or formation of each Borrower and Guarantor certified by the applicable Secretary of State (or equivalent Governmental Authority)) which shall set forth the same complete corporate name of such Borrower or Guarantor as is set forth herein;           (b) no material adverse change shall have occurred in the assets, business, operations or profits of Borrowers and Guarantors, taken as a whole, since the date of Agent’s latest field examination (not including for this purpose the field review referred to in clause (c) below);

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          (c) Agent shall have completed a field review of the Records and such other information with respect to the Accounts and Inventory as Agent may require to determine the amount of Loans available to Borrowers (including, without limitation, roll-forwards of Accounts through the date of closing in a manner reasonably satisfactory to Agent, together with such supporting documentation as may be reasonably necessary or appropriate, and other documents and information that will enable Agent to accurately identify and verify the Accounts), the results of which in each case shall be reasonably satisfactory to Agent, not more than five (5) days prior to the date hereof or such earlier date as Agent may agree;           (d) Agent shall have received evidence, in form and substance reasonably satisfactory to Agent, that UBS has been removed as Priority Collateral Trustee in accordance with the terms of the Collateral Trust Agreement           (e) Agent shall have received, in form and substance reasonably satisfactory to Agent, all releases, terminations and such other documents as Agent may reasonably request to evidence and effectuate the termination of the financing arrangements pursuant to the Credit Agreement, dated as of February 11, 2005, by and among Parent, certain of its affiliates, UBS AG, Stamford Branch, as agent, the lenders party hereto and certain other Persons and the termination and release by UBS AG, Stamford Branch, in its capacity as agent under such arrangements, of any interest in and to any assets and properties of Borrowers and Guarantors, duly authorized, executed and delivered by each of them, including, but not limited to, the authorization to file UCC financing statement amendments to terminate all UCC financing statements previously filed by or on behalf of any or all of them or their predecessors, as secured party, and any Borrower or Guarantor or their predecessors, as debtor;           (f) Agent shall have received evidence in form and substance reasonably satisfactory to Agent that UBS AG, Stamford Branch, will deliver to each financial institution party to a deposit account control agreement with a Borrower or Guarantor, a written notice confirming (i) the termination by UBS AG, Stamford Branch of its rights under any such agreements and (ii) that it is no longer party to such deposit account control agreement;           (g) the Excess Availability as determined by Agent, on or about the date hereof, shall be not less than $110,000,000 after giving effect to the initial Loans made or to be made and Letters of Credit issued or to be issued in connection with the initial transactions hereunder;           (h) Agent shall have received, in form and substance reasonably satisfactory to Agent, the Confirmation of Reformation of the Collateral Trust Agreement, duly executed and delivered by the parties thereto;           (i) Agent shall have received evidence, in form and substance reasonably satisfactory to Agent, that Agent has a valid perfected first priority security interest in all of the Collateral (except as to priority, subject to the liens permitted under Section 9.8(b), (c) and (l)), subject to no other security interests, liens or encumbrances other than those permitted under Section 9.8 hereof;           (j) Agent shall have received and reviewed lien and judgment search results for the location of each Borrower and Guarantor (determined in accordance with the Uniform

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Commercial Code of the applicable jurisdiction and any other applicable law) and all counties in which material assets of Borrowers and Guarantors are located, which search results shall be in form and substance reasonably satisfactory to Agent;           (k) Agent shall have received a Borrowing Base Certificate setting forth the Loans and Letters of Credit available to Borrowers as of the date hereof which reflects the calculations of the Borrowing Base as of November 30, 2007, as completed in a manner reasonably satisfactory to Agent and duly authorized, executed and delivered on behalf of Borrowers;           (l) (i) except with respect to the Specified Properties, Agent shall have received, in form and substance reasonably satisfactory to Agent, a valid and effective title insurance policy issued by a company and agent reasonably acceptable to Agent: (A) insuring the priority, amount and sufficiency of the Mortgages, (B) insuring against matters that would be disclosed by surveys (to the extent previously required by UBS) and (C) containing any legally available endorsements, assurances or affirmative coverage reasonably requested by Agent for protection of its interests and (ii) with respect to the Specified Properties, Agent shall have received, in form and substance reasonably satisfactory to Agent, a title search confirming ownership of the Specified Properties located in (A) Florida in Builders Florida, (B) Georgia in Builders Southeast, (C) North Carolina in Builders Southeast, (D) South Carolina in Builders Southeast, (E) Tennessee in Builders Southeast, (F) Texas in Builders Texas Group and (G) located in Virginia in Builders Southeast, and in each case confirming that the Designated Properties are subject to no liens other than those permitted by this Agreement;           (m) Agent shall have received written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, which shall be addressed to Agent;           (n) Agent shall have received projected financial statements of Parent and its Subsidiaries for the period through December 31, 2008 prepared on a quarterly basis and for the period from January 1, 2009 through December 31, 2012 prepared on an annual basis, together with a certificate, dated the date hereof, of an authorized officer of Parent stating that such projected financial statements were prepared by an authorized officer of Parent in good faith and are based on assumptions that are reasonable in light of all facts and circumstances known to Parent at such time, all of which shall be reasonably satisfactory to Agent (it being understood that the projected results may differ from the actual results);           (o) Agent shall have received, in form and substance reasonably satisfactory to Agent, a pro-forma balance sheet of Parent and Subsidiaries reflecting the initial transactions contemplated hereunder, including, but not limited to Loans and Letter of Credit Obligations outstanding on the date hereof and the use of the proceeds of the initial Loans as provided herein, accompanied by a certificate, dated of even date herewith, of Parent stating that such pro-forma balance sheet was prepared in good faith by an authorized officer of Parent and based on assumptions that are reasonable in light of all facts and circumstances known to Parent at such time;

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          (p) Agent shall have received the audited consolidated financial statements for Parent and its subsidiaries, with an unqualified opinion from PriceWaterhouseCoopers, for the three fiscal years most recently ended for which financial statements are available, together with interim unaudited financial statements for each quarterly period ended since the last audited financial statements for each fiscal quarter ended more than 35 days prior to the date hereof and for each monthly period ended since the last audited financial statements for each fiscal month ended more than 30 days prior to closing;           (q) no pending or threatened in writing litigation, proceeding, bankruptcy or insolvency, injunction, order or claims shall exist, which has had or could be reasonably expected to have a Material Adverse Effect;           (r) as of the date hereof and after giving effect to the transactions contemplated hereby, no events of default on any material Indebtedness or any other Material Contracts of Borrowers, Guarantors or any Subsidiary shall exist or have occurred and be continuing;           (s) Agent shall have received, in form and substance reasonably satisfactory to Agent, such opinion letters of counsel to Borrowers and Guarantors with respect to the Financing Agreements and such other matters as Agent may reasonably request;           (t) Agent shall have received evidence of insurance and loss payee endorsements required hereunder and under the other Financing Agreements, in form and substance reasonably satisfactory to Agent, and certificates of insurance policies and/or endorsements naming Agent as loss payee and additional insured; and           (u) the other Financing Agreements (including Deposit Account Control Agreements to the extent required by Agent to be delivered hereunder) shall have been duly executed and delivered to Agent, in form and substance satisfactory to Agent.      4.2 Conditions Precedent to All Loans and Letters of Credit . The obligation of Lenders to make the Loans, including the initial Loans, or of Issuing Bank to issue any Letter of Credit, including the initial Letters of Credit, is subject to the further satisfaction of, or waiver of, immediately prior to or concurrently with the making of each such Loan or the issuance of such Letter of Credit of each of the following conditions precedent:           (a) all representations and warranties contained herein and in the other Financing Agreements shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of the making of each such Loan or providing each such Letter of Credit and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date);           (b) no law, regulation, order, judgment or decree of any Governmental Authority shall exist, and no action, suit, investigation, litigation or proceeding shall be pending in any court or before any arbitrator or Governmental Authority, which purports to enjoin, or prohibit (i) the making of the Loans or providing the Letters of Credit, or (ii) the consummation of the transactions contemplated pursuant to the terms hereof or the other Financing Agreements; and

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          (c) no Default or Event of Default shall exist or have occurred and be continuing on and as of the date of the making of such Loan or providing each such Letter of Credit and after giving effect thereto. SECTION 5. GRANT AND PERFECTION OF SECURITY INTEREST      5.1 Grant of Security Interest . To secure payment and performance of all Obligations, each Borrower and Guarantor hereby grants to Agent, for itself and the benefit of the other Secured Parties, a continuing security interest in, a lien upon, and a right of set off against, and hereby collaterally assigns to Agent, for itself and the benefit of the other Secured Parties, all of the following personal property and fixtures, and interests in property and fixtures, of each Borrower and Guarantor, whether now owned or hereafter acquired or existing, and wherever located (together with all other collateral security for the Obligations at any time granted to or held or acquired by Agent or any Lender, collectively, the "Collateral"):           (a) all Accounts;           (b) all general intangibles, including, without limitation, all Intellectual Property;           (c) all goods, including, without limitation, Inventory and Equipment;           (d) all fixtures;           (e) all chattel paper, including, without limitation, all tangible and electronic chattel paper;           (f) all instruments, including, without limitation, all promissory notes;           (g) all documents;           (h) all deposit accounts;           (i) all letters of credit, banker’s acceptances and similar instruments and including all letter-of-credit rights;           (j) all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of any of the above Collateral and any Receivables and other Collateral, including (i) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, (ii) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (iii) goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, Receivables or other Collateral, including returned, repossessed and reclaimed goods, and (iv) deposits by and property of account debtors or other persons securing the obligations of account debtors;           (k) all (i) investment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity

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accounts) and (ii) monies, credit balances, deposits and other property of any Borrower or Guarantor now or hereafter held or received by or in transit to Agent, any Lender or its Affiliates or at any other depository or other institution from or for the account of any Borrower or Guarantor, whether for safekeeping, pledge, custody, transmission, collection or otherwise;           (l) all commercial tort claims, including, without limitation, those identified in the Information Certificate;           (m) to the extent not otherwise described above, all other personal property and interests in personal property (including, without limitation, all Receivables);           (n) all Records; and           (o) all products and proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the other Collateral.      5.2 Exclusions from Collateral . Notwithstanding anything to the contrary contained in Section 5.1 above, the types or items of Collateral described in such Section shall not include (a) the Equity Interests of any Foreign Subsidiary in excess of sixty five (65%) percent of all of the issued and outstanding shares of Equity Interests of such Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956-2) or (b) Excluded Property. Notwithstanding the use of the phrase "collaterally assigns" in Section 5.1 hereof, the interest granted to Agent under Section 5.1 shall not be deemed to be an absolute assignment of any trademarks or other Collateral but rather is intended to be a lien and security interest in such trademark and other Collateral.      5.3 Perfection of Security Interests.           (a) So long as any Obligations are outstanding the Commitments have not been terminated, each Borrower and Guarantor irrevocably and unconditionally authorizes Agent (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming Agent or its designee as the secured party and such Borrower or Guarantor as debtor, as Agent may reasonably require, and including any other information with respect to such Borrower or Guarantor or otherwise required by part 5 of Article 9 of the Uniform Commercial Code of such jurisdiction as Agent may reasonably determine, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. Each Borrower and Guarantor authorizes the Agent to use collateral descriptions such as "all assets" or all "personal property", in each case "whether now owned or hereafter acquired", and words of similar import. Each Borrower and Guarantor hereby ratifies and approves all financing statements naming Agent or its designee as secured party and such Borrower or Guarantor, as the case may be, as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of Agent prior to the date hereof and ratifies and confirms the authorization of Agent to file such financing statements (and amendments, if any). Each Borrower and Guarantor hereby authorizes Agent to adopt on behalf of such Borrower and Guarantor any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any

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financing statement naming Agent or its designee as the secured party and any Borrower or Guarantor as debtor includes assets and properties of such Borrower or Guarantor that do not at any time constitute Collateral, whether hereunder, under any of the other Financing Agreements or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by such Borrower or Guarantor to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral. So long as any Obligations are outstanding and the Commitments have not been terminated, in no event shall any Borrower or Guarantor at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming Agent or its designee as secured party and such Borrower or Guarantor as debtor.           (b) Each Borrower and Guarantor does not have any chattel paper (whether tangible or electronic) or instruments as of the date hereof, except as set forth in the Information Certificate. In the event that any Borrower or Guarantor shall be entitled to or shall receive any chattel paper or instrument for obligations in excess of $500,000 in any one case or $1,500,000 in the aggregate that constitutes Collateral after the date hereof, Borrowers and Guarantors shall promptly notify Agent thereof in writing. Promptly upon the receipt thereof by or on behalf of any Borrower or Guarantor (including by any agent or representative), such Borrower or Guarantor shall deliver, or cause to be delivered to Agent, all tangible chattel paper and instruments that such Borrower or Guarantor has or may at any time acquire, accompanied by such instruments of transfer or assignment duly executed in blank as Agent may from time to time reasonably specify, in each case except as Agent may otherwise agree. At Agent’s option, each Borrower and Guarantor shall, or Agent may at any time on behalf of any Borrower or Guarantor, cause the original of any such instrument or chattel paper to be conspicuously marked in a form and manner acceptable to Agent with the following legend referring to chattel paper or instruments as applicable: "This [chattel paper][instrument] is subject to the security interest of Wachovia Bank, National Association, as Agent and any sale, transfer, assignment or encumbrance of this [chattel paper][instrument] violates the rights of such secured party."           (c) In the event that any Borrower or Guarantor shall at any time hold or acquire an interest in any electronic chattel paper or any "transferable record" (as such term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) that constitute Collateral, such Borrower or Guarantor shall promptly notify Agent thereof in writing. Promptly upon Agent’s request, such Borrower or Guarantor shall take, or cause to be taken, such actions as Agent may reasonably request to give Agent control of such electronic chattel paper under Section 9-105 of the UCC and control of such transferable record under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as in effect in such jurisdiction.           (d) Borrowers and Guarantors shall not, directly or indirectly, after the date hereof open, establish or maintain any deposit account, unless each of the following conditions is satisfied: (i) Agent shall have received not less than five (5) Business Days prior written notice of the intention of any Borrower or Guarantor to open or establish such account which notice

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shall specify the name of the account, the owner of the account, the name and address of the bank at which such account is to be opened or established and the purpose of the account and (ii) on or before the opening of such deposit account, such Borrower or Guarantor shall deliver to Agent a Deposit Account Control Agreement with respect to such deposit account duly authorized, executed and delivered by such Borrower or Guarantor and the bank at which such deposit account is opened and maintained; provided, that, Borrowers and Guarantors shall not be required to deliver a Deposit Account Control Agreement with a depository bank as to (A) any deposit account so long as the aggregate amount of all funds in all deposit accounts for which Agent has not received a Deposit Account Control Agreement (whether pursuant to this Section 5.3(d), Section 6.6(a) or otherwise) does not exceed $6,000,000 or (B) any deposit account that is specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Borrower’s or Guarantor’s employees. Notwithstanding anything to the contrary contained above or in Section 6.6 hereof, if the purpose of any deposit account shall change so it is no longer used as described in clause (B) above, promptly upon the request of Agent, Borrowers shall deliver or cause to be delivered to Agent a Deposit Account Control Agreement with respect to such deposit account (other than those described in clause (B) above).           (e) No Borrower or Guarantor owns or holds, directly or indirectly, beneficially or as record owner or both, any investment property, as of the date hereof, or have any investment account, securities account, commodity account or other similar account with any bank or other financial institution or other securities intermediary or commodity intermediary as of the date hereof, in each case except as set forth in the Information Certificate.                (i) In the event that any Borrower or Guarantor shall be entitled to or shall at any time after the date hereof hold or acquire any certificated securities that constitute Collateral, such Borrower or Guarantor shall promptly deliver the original of same to Agent, accompanied by such instruments of transfer or assignment duly executed in blank as Agent may reasonably specify. If any securities that constitute investment property, now or hereafter acquired by any Borrower or Guarantor are uncertificated and are issued to such Borrower or Guarantor or its nominee directly by the issuer thereof, such Borrower or Guarantor shall immediately notify Agent thereof and shall either (A) cause the issuer to agree to comply with instructions from Agent as to such securities, without further consent of any Borrower or Guarantor or such nominee, (B) arrange for Agent to become the registered owner of the securities, or (C) cause a security entitlement with respect to such uncertificated securities to be held in a securities account with respect to which Agent has received an Investment Property Control Agreement, duly authorized, executed and delivered by such Borrower or Guarantor and the securities intermediary which maintains such securities account.                (ii) Borrowers and Guarantors shall not, directly or indirectly, after the date hereof open, establish or maintain any investment account, securities account, commodity account or any other similar account (other than a deposit account) with any securities intermediary or commodity intermediary that constitute or do or will at any time have any Collateral in them unless each of the following conditions is satisfied: (A) Agent shall have received not less than five (5) Business Days prior written notice of the intention of such Borrower or Guarantor to open or establish such account which notice shall specify the name of the account, the owner of the account, the name and address of the securities intermediary or

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commodity intermediary at which such account is to be opened or established and the purpose of such account and (B) on or before the opening of such investment account, securities account, other similar account with a securities intermediary or commodity intermediary, such Borrower or Guarantor shall execute and deliver, and cause to be executed and delivered to Agent, an Investment Property Control Agreement with respect thereto duly authorized, executed and delivered by such Borrower or Guarantor and such securities intermediary or commodity intermediary; provided , that , Borrowers and Guarantors shall not be required to deliver an Investment Property Control Agreement as to any investment account, securities account or commodity account or similar account (other than a deposit account) so long as the aggregate value of all assets in such accounts for which Agent has not received an Investment Property Control Agreement does not exceed $1,000,000.           (f) Borrowers and Guarantors are not the beneficiary or otherwise entitled to any right to payment under any letter of credit, banker’s acceptance or similar instrument as of the date hereof, except as set forth in the Information Certificate. In the event that any Borrower or Guarantor shall be entitled to or shall receive any right to payment under any letter of credit, banker’s acceptance or any similar instrument, whether as beneficiary thereof or otherwise after the date hereof involving an amount in excess of $500,000 in any one case or $1,500,000 in the aggregate that constitute Collateral, such Borrower or Guarantor shall promptly notify Agent thereof in writing. Such Borrower or Guarantor shall promptly either (i) deliver, or cause to be delivered to Agent, with respect to any such letter of credit, banker’s acceptance or similar instrument, the written agreement of the issuer and any other nominated person obligated to make any payment in respect thereof (including any confirming or negotiating bank), in form and substance reasonably satisfactory to Agent, consenting to the assignment of the proceeds of the letter of credit to Agent by such Borrower or Guarantor and agreeing to make all payments thereon directly to Agent or as Agent may otherwise direct or (ii) cause Agent to become, at Borrowers’ expense, the transferee beneficiary of the letter of credit, banker’s acceptance or similar instrument (as the case may be).           (g) Borrowers and Guarantors do not have any commercial tort claims as of the date hereof, except as set forth in the Information Certificate. In the event that any Borrower or Guarantor shall at any time after the date hereof have any commercial tort claims involving a claim in excess of $1,000,000 that arise in connection with or are related to any other Collateral, such Borrower or Guarantor shall promptly notify Agent thereof in writing, which notice shall (i) set forth in reasonable detail the basis for and nature of such commercial tort claim and (ii) include the express grant by such Borrower or Guarantor to Agent of a security interest in such commercial tort claim (and the proceeds thereof). In the event that such notice does not include such grant of a security interest, the sending thereof by such Borrower or Guarantor to Agent shall be deemed to constitute such grant to Agent. Upon the sending of such notice, any commercial tort claim described therein shall constitute part of the Collateral and shall be deemed included therein. Without limiting the authorization of Agent provided in Section 5.3(a) hereof or otherwise arising by the execution by such Borrower or Guarantor of this Agreement or any of the other Financing Agreements, Agent is hereby irrevocably authorized from time to time and at any time to file such financing statements naming Agent or its designee as secured party and such Borrower or Guarantor as debtor, or any amendments to any financing statements, covering any such commercial tort claim as Collateral. In addition, each Borrower and Guarantor shall promptly upon Agent’s request, execute and deliver, or cause to be executed and delivered,

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to Agent such other agreements, documents and instruments as Agent may reasonably require in connection with such commercial tort claim.           (h) Borrowers and Guarantors do not have any goods, documents of title or other Collateral having a value in excess of $1,000,000 (which as to documents of title for this purpose shall be deemed to refer to the value of the goods covered by such document of title), in the custody, control or possession of a third party as of the date hereof, except as set forth in the Information Certificate and except for goods located in the United States in transit to a location of a Borrower or Guarantor permitted herein in the ordinary course of business of such Borrower or Guarantor in the possession of the carrier transporting such goods, provided that, the aggregate value as to all such goods, documents of title or other Collateral in the possession of third parties and not set forth on the Information Certificate does not exceed $1,500,000. In the event that any goods, documents of title or other Collateral are at any time after the date hereof having a value in excess of $1,000,000 in any one case in the custody, control or possession of any other person not referred to in the Information Certificate or such carriers, Borrowers and Guarantors shall promptly notify Agent thereof in writing. Promptly upon Agent’s request, Borrowers and Guarantors shall use their commercially reasonable efforts to deliver to Agent a Collateral Access Agreement duly authorized, executed and delivered by such person and the Borrower or Guarantor that is the owner of such Collateral.           (i) Borrowers and Guarantors shall take any other actions reasonably requested by Agent from time to time to cause the attachment, perfection and first priority of, and the ability of Agent to enforce, the security interest of Agent in any and all of the Collateral, including, without limitation, executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC or other applicable law, to the extent, if any, that any Borrower’s or Guarantor’s signature thereon is required therefor. SECTION 6. COLLECTION AND ADMINISTRATION      6.1 Borrowers’ Loan Accounts . Agent shall maintain one or more loan account(s) on its books in which shall be recorded (a) all Loans, Letters of Credit and other Obligations and the Collateral, (b) all payments made by or on behalf of any Borrower or Guarantor and (c) all other appropriate debits and credits as provided in this Agreement, including fees, charges, costs, expenses and interest. All entries in the loan account(s) shall be made in accordance with Agent’s customary practices as in effect from time to time.      6.2 Statements . Agent shall render to Administrative Borrower each month a statement setting forth the balance in the Borrowers’ loan account(s) maintained by Agent for Borrowers pursuant to the provisions of this Agreement, including principal, interest, fees, costs and expenses. Each such statement shall be subject to subsequent adjustment by Agent but shall, absent manifest errors or omissions, be considered correct and deemed accepted by Borrowers and Guarantors and conclusively binding upon Borrowers and Guarantors as an account stated except to the extent that Agent receives a written notice from Administrative Borrower of any specific exceptions of Administrative Borrower thereto within thirty (30) days after the date such statement has been received by Administrative Borrower. Until such time as Agent shall have rendered to Administrative Borrower a written statement as provided above, the balance in any

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Borrower’s loan account(s) shall be presumptive evidence of the amounts due and owing to Agent and Lenders by Borrowers and Guarantors, absent manifest error.      6.3 Lenders’ Evidence of Debt . Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Obligations of each Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. Any such records shall be presumptively correct, absent manifest error, provided, that, the failure to make any entry or any error in such records, shall not affect any Lender’s Commitments hereunder or the Obligations in respect of any applicable Loans and in the event of any inconsistency between the Register and any Lender’s records, the Register shall govern.      6.4 Register . Agent (or its agent or sub-agent appointed by it) shall maintain a register (the "Register") for the recordation of the names and addresses of Lenders and the Commitments of, and principal amount of the Loans (the "Registered Loans") and Letter of Credit Obligations owing to each Lender from time to time. The Register, as in effect at the close of business on the preceding Business Day, shall be available for inspection by Administrative Borrower or any Lender (with respect to a Lender, solely with respect to the Obligations owing to such Lender) at a reasonable time and from time to time upon reasonable prior notice. Agent shall record, or cause to be recorded, in the Register, the Commitments and the Loans in accordance with the provisions of Section 13.7 and Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance, and any such recording shall be presumptively correct, absent manifest error; provided, that, the failure to make any entry or any error in such records, shall not affect any Lender’s Commitments or Obligations in respect of any Loan. Borrowers, Guarantors, Agent and Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. Borrowers hereby designate and authorize Agent, and Agent agrees, to maintain, or cause to be maintained as agent for Borrowers’ solely for purposes of maintaining the Register as provided in this Section 6.4.      6.5 Promissory Notes . Each Lender may at any time request that the Loans made by it be evidenced by a promissory note. In such event, Borrowers shall execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in a form furnished by Agent and reasonably acceptable to Administrative Borrower. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 13.7) be represented by one or more promissory notes in such form payable to the order of the payee named therein.      6.6 Cash Management; Collection of Proceeds of Collateral.           (a) Each Borrower and Guarantor shall establish and maintain, at its expense, deposit accounts and cash management services of a type and on terms, and with the banks, set forth on Schedule 8.10 hereto and, subject to Section 5.3(d) hereof, such other banks as such Borrower or Guarantor may hereafter select. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit accounts and cash

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management arrangements as of the date hereof and identifies as of the date hereof each of the deposit accounts at such banks that are used for receiving receipts from particular locations of a Borrower or otherwise describes the nature of the use of such deposit account by such Borrower (collectively, the "Cash Management Accounts" and individually a "Cash Management Account"). Borrowers and Guarantors shall deliver, or cause to be delivered to Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Cash Management Account is maintained, provided, that, Borrowers and Guarantors shall not be required to deliver a Deposit Account Control Agreement with a depository bank as to (i) any deposit account so long as the aggregate amount of all funds in all such deposit accounts for which Agent has not received a Deposit Account Control Agreement (such deposit accounts are referred to as the "Specified Cash Management Agreements") does not exceed $6,000,000, or (ii) any deposit account that is specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Borrower’s or Guarantor’s employees.           (b) Each Borrower and Guarantor shall deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower and Guarantor and all other proceeds of Collateral, from each location of such Borrower or Guarantor on each Business Day into the Cash Management Account of such Borrower or Guarantor used for such purpose. All such funds deposited into the Cash Management Accounts (other than amounts on deposit in the Specified Cash Management Accounts) shall be sent by wire transfer or other electronic funds transfer no less frequently than twice each week (or more frequently upon Agent’s request at any time that an Event of Default exists or has occurred and is continuing) to the Concentration Accounts, except nominal amounts which are required to be maintained in such Cash Management Accounts under the terms of such Borrower’s arrangements with the bank at which such Cash Management Accounts are maintained, which nominal amounts shall not exceed $10,000 as to any individual Cash Management Account at any time.           (c) Without limiting any other rights or remedies of Agent or Lenders, Agent may, at its option, instruct the depository banks at which the Concentration Accounts are maintained to transfer all available funds received or deposited into the Concentration Accounts to the Agent Payment Account at any time that a Cash Dominion Event has occurred and is continuing. At all times that Agent shall have notified any depository bank to transfer funds from a Concentration Account to the Agent Payment Account, all payments made to such Concentration Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations.           (d) For purposes of calculating the amount of the Loans available to each Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day.

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          (e) Each Borrower and Guarantor and their respective employees, agents and Subsidiaries shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Concentration Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Concentration Account or any other deposit account or investment account is established or any other bank, financial institution or other person involved in the transfer of funds to or from the Concentration Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.6 shall survive the termination of this Agreement.      6.7 Payments.           (a) All Obligations shall be payable to the Agent Payment Account as provided in Section 6.6 or such other place as Agent may designate in writing to Administrative Borrower from time to time.           (b) Subject to the other terms and conditions contained herein, Agent shall apply payments received or collected from any Borrower or Guarantor or for the account of any Borrower or Guarantor (including the monetary proceeds of collections or of realization upon any Collateral) as follows: first , to the payment in full of any fees, indemnities or expense reimbursements then due to Agent from any Borrower or Guarantor; second , ratably, to the payment in full of any fees, indemnities, or expense reimbursements then due to Lenders and Issuing Bank from any Borrower or Guarantor; third , ratably, to the payment in full of interest due in respect of any Loans (and including any Special Agent Advances) and Letter of Credit Obligations; fourth , to the payment in full of principal in respect of Special Agent Advances; fifth , to the payment in full of principal in respect of the Swing Line Loans; sixth , ratably, to the payment in full of principal in respect of the Revolving Loans and to pay Obligations then due arising under or pursuant to any Bank Products of a Borrower or Guarantor with a Bank Product Provider (but as to Obligations arising under or pursuant to such Bank Products, only up to the amount of any then effective Reserve established in respect of such Obligations), and seventh , to pay any other Obligations then due in such order and manner as Agent directs. All references to the term "ratably" as used in this Section 6.7(b) shall mean pro rata on the ba