FIRST AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT

This FIRST AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT (this " Amendment ") is dated as of February 3, 2004, and entered into by and among BRAND SERVICES, INC. (" Borrower "), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (" Lenders "), JPMORGAN CHASE BANK , as syndication agent for Lenders (in such capacity " Syndication Agent "), CREDIT SUISSE FIRST BOSTON , as administrative agent for Lenders (in such capacity, " Administrative Agent ") and, together with J.P. Morgan Securities Inc. (" JPMSI "), joint lead arranger and book manager (collectively with JPMSI, in such capacity, the " Co-Arrangers "), and ANTARES CAPITAL CORPORATION and GENERAL ELECTRIC CAPITAL CORPORATION , as co-documentation agents for Lenders (collectively, in such capacity, " Co-Documentation   Agents "), and, solely for purposes of Section 5 hereof, the CREDIT SUPPORT PARTIES LISTED ON THE SIGNATURE PAGES HEREOF , and is made with reference to that certain Credit Agreement dated as of October 16, 2002, by and among Borrower, Lenders, Syndication Agent, Administrative Agent, Co-Arrangers, and Co-Documentation Agents (as in effect on the date hereof, but prior to giving effect to this Amendment, the " Credit Agreement "). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement as amended by this Agreement (the " Amended Credit Agreement ").

WHEREAS , Borrower and Lenders desire to amend the Credit Agreement (i) to reduce the interest rate applicable to the Term B Loans, (ii) to increase the sublimit for Revolving Letters of Credit by an aggregate amount of $15,000,000, (iii) to add a new synthetic letter of credit facility with an aggregate commitment of up to $15,000,000, (iv) to modify the permitted acquisitions covenant to permit the [Target] Acquisition, and (v) to make certain other amendments as set forth below, in each case on and subject to the terms, conditions and agreements set forth herein;

NOW, THEREFORE , in consideration of the representations, warranties, covenants and agreements herein contained, the parties hereto agree as follows:

A.    Subsection 1.1 of the Credit Agreement is hereby amended by adding thereto the following definitions, which shall be inserted in proper alphabetical order:

" " Credit-Linked Deposit " means, as to each Synthetic Letter of Credit Lender, the cash deposit made by such Synthetic Letter of Credit Lender pursuant to subsection 3.6A (or made by its (direct or indirect) predecessor in interest and acquired by such Synthetic Letter of Credit Lender upon assignment to it of all or any portion of another Synthetic Letter of Credit Lender’s rights and obligations under such other Lender’s Synthetic Letter of Credit Commitment pursuant to subsection 2.9 or 10.1B, as the case may be), as such deposit may be (i) reduced from time to time pursuant to the terms of this Agreement and (ii) reduced or increased from time to time pursuant to assignments to or by such Synthetic Letter of Credit Lender pursuant to subsection 2.9 or 10.1B. The initial amount of each Synthetic Letter of Credit Lender’s Credit-Linked Deposit shall be equal to the amount of its Synthetic Letter of Credit Commitment on the First Amendment Effective Date (or on the date when it becomes a Synthetic Letter of Credit Lender pursuant to subsection 2.9 or 10.1B).";

" " First Amendment Effective Date " has the meaning ascribed to such term in the First Amendment to this Agreement.";

" " First Amendment Transaction Costs " means the fees, costs and expenses payable by Parent and its Subsidiaries on or before the First Amendment Effective Date in connection with the transactions contemplated by the First Amendment.";

" " Interest Rate Differential " means an amount (expressed as a percentage per annum) determined from time to time by the Administrative Agent in consultation with the Borrower that represents the excess of the Adjusted LIBOR Rate at the time of determination over the rate of return per annum payable to the Synthetic Letter of Credit Lenders by the Administrative Agent on the Credit-Linked Deposits at such time. On the First Amendment Effective Date, the Interest Rate Differential is 0.10% per annum.";

" " LC Facility Notes " means (i) the promissory notes of Borrower issued pursuant to subsection 2.1E(i)(1)(c) on the Closing Date and/or (ii) any promissory notes issued by Borrower pursuant to the second to last sentence of subsection 10.1B(i) in connection with assignments of the LC Facility Commitments and LC Facility Loans of any LC Facility Lenders, in each case substantially in the form of Exhibit VIII annexed hereto, as they may be amended, supplemented or otherwise modified from time to time.";

" " Lender Deposit " means an LC Facility Certificate of Deposit or a Credit-Linked Deposit.";

" " Synthetic Letter of Credit " or " Synthetic Letters of Credit " means Standby Letters of Credit issued or to be issued by Synthetic Letter of Credit Issuing Lenders pursuant to subsection 3.1.";

" " Synthetic Letter of Credit Commitment " means the commitment of a Synthetic Letter of Credit Lender to acquire participations in Synthetic Letters of Credit and make Synthetic Letter of Credit Loans pursuant to subsection 2.1A(vi), and " Synthetic Letter of Credit Commitments " means such commitments of all Synthetic Letter of Credit Lenders in the aggregate.";

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

" " Synthetic Letter of Credit Issuing Lender " means the Synthetic Letter of Credit Lender that agrees or is otherwise obligated to issue such Letter of Credit, determined as provided in subsection 3.1B.";

" " Synthetic Letter of Credit Lender " means a Lender that has a Synthetic Letter of Credit Commitment and/or that has an outstanding Synthetic Letter of Credit Loan.";

" " Synthetic Letter of Credit Loans " means the loans deemed made by Synthetic Letter of Credit Lenders to Borrower pursuant to subsection 3.3B and subsection 3.3C.";

" " Synthetic Letter of Credit Notes " means (i) the promissory notes of Borrower issued pursuant to subsection 2.1E(iii) on the First Amendment Effective Date and/or (ii) any promissory notes issued by Borrower pursuant to the second to last sentence of subsection 10.1B(i) in connection with assignments of the Synthetic Letter of Credit Commitments and Synthetic Letter of Credit Loans of any Synthetic Letter of Credit Lenders, in each case substantially in the form of Exhibit VIII-A annexed hereto, as they may be amended, supplemented or otherwise modified from time to time.";

" " Synthetic Letter of Credit Reimbursement Date " has the meaning assigned to that term in subsection 3.3B(iii).";

" " Synthetic Letter of Credit Usage " means, as at any date of determination, the sum of (i) the maximum aggregate amount which is or at any time thereafter may become available for drawing under all Synthetic Letters of Credit then outstanding plus (ii) the aggregate amount of all drawings under Synthetic Letters of Credit honored by Synthetic Letter of Credit Issuing Lenders and not theretofore reimbursed by Borrower."; and

" " [Target] Acquisition " means the acquisition of all or substantially all of the stock or assets (whether by merger, consolidation, purchase or otherwise) of [Target].";

" " [Target] Acquisition Effective Date " has the meaning ascribed to such term in subsection 7.3(xii).";

" " [Target] Acquisition Documents " means all principal documents executed by Borrower and/or any of its Affiliates in connection therewith, in the form delivered to Administrative Agent and Lenders prior to the [Target] Acquisition Effective Date, with such modifications thereto prior to execution and delivery thereof as may be reasonably satisfactory to Administrative Agent, and as such documents may be amended, supplemented or otherwise modified after the execution thereof to the extent permitted under subsection 7.14C.";

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

" " Class " means, as applied to Lenders, each of the following five classes of Lenders: (i) Lenders having Term B Loan Exposure, (ii) Lenders having Supplemental Term Loan Exposure, if any, (iii) Lenders having Revolving Loan Exposure, (iv) Lenders having LC Facility Exposure, and (v) Lenders having Synthetic Letter of Credit Exposure.";

" " Issuing Lender " means any Revolving Issuing Lender, LC Facility Issuing Lender or Synthetic Letter of Credit Issuing Lender.";

" " Letter of Credit " and " Letters of Credit " means (i) Revolving Letters of Credit, (ii) LC Facility Letters of Credit and (iii) Synthetic Letters of Credit.";

" " Loan " or " Loans " means one or more of the Term B Loans, Supplemental Term Loans, Revolving Loans, Swing Line Loans, LC Facility Loans or Synthetic Letter of Credit Loans or any combination thereof.";

" " Pro Rata Share " means (i) with respect to all payments, computations and other matters relating to the Term B Loan Commitment or the Term B Loan of any Lender, the percentage obtained by dividing (x) the Term B Loan Exposure of that Lender by (y) the aggregate Term B Loan Exposure of all Lenders, (ii) with respect to all payments, computations and other matters relating to the Supplemental Term Loans of any Lender, the percentage obtained by dividing (x) the Supplemental Term Loan Exposure of that Lender by (y) the aggregate Supplemental Term Loan Exposure of all Lenders, (iii) with respect to all payments, computations and other matters relating to the Revolving Loan Commitment or the Revolving Loans of any Lender or any Revolving Letters of Credit issued or participations therein deemed purchased by any Lender or any assignments of any Swing Line Loans deemed purchased by any Lender, the percentage obtained by dividing (x) the Revolving Loan Exposure of that Lender by (y) the aggregate Revolving Loan Exposure of all Lenders, (iv) with respect to all payments, computations and other matters relating to the LC Facility Commitment or the LC Facility Loans of any LC Facility Lender or any LC Facility Letters of Credit issued or participations therein deemed purchased by any LC Facility Lender, the percentage obtained by dividing (x) the LC Facility Exposure of that LC Facility Lender by (y) the aggregate LC Facility Exposure of all Lenders, (v) with respect to all payments, computations and other matters relating to the Synthetic Letter of Credit Commitment or the Synthetic Letter of Credit Loans of any Synthetic Letter of Credit Lender or any Synthetic Letters of Credit issued or participations therein deemed purchased by any Synthetic Letter of Credit Lender, the percentage obtained by dividing (x) the Synthetic Letter of Credit Exposure of that Synthetic Letter of Credit Lender by (y) the aggregate Synthetic Letter of Credit Exposure of all Lenders, and (vi) for all other purposes with respect to each Lender, the percentage obtained by dividing (x) the sum of the Term B Loan Exposure of that Lender plus the Supplemental Term Loan Exposure of that Lender plus the Revolving Loan Exposure of that Lender plus the LC Facility Exposure of that Lender plus the Synthetic Letter of Credit Exposure of that Lender by (y) the sum of the aggregate Term B Loan Exposure of all Lenders plus the aggregate Supplemental Term Loan Exposure of all Lenders plus the aggregate Revolving Loan Exposure of all Lenders plus the aggregate LC Facility Exposure of all Lenders plus the aggregate Synthetic Letter of Credit Exposure of all Lenders, in any such case as the applicable percentage may be adjusted by assignments permitted pursuant to subsection 10.1. The initial Pro Rata Share of each Lender for purposes of each of clauses (i), (iii) and (iv) of the preceding sentence was set forth opposite the name of that Lender on Schedule 2.1 annexed to this Agreement as it was in effect on the Closing Date, and the Pro Rata Share of each Lender as of the First Amendment Effective Date for purposes of each of clauses (i), (iii), (iv) and (v) of the preceding sentence is set forth opposite the name of that Lender on Schedule 2.1 annexed to this Agreement as amended by the First Amendment.";

" " Requisite Class Lenders " means, at any time of determination, (i) for Lenders holding Term B Loans, Lenders holding more than 50% of the aggregate Term B Loan Exposure of all Lenders, (ii) for Lenders holding Supplemental Term Loans, Lenders holding more than 50% of the aggregate Supplemental Term Loan Exposure of all Lenders, (iii) for Lenders holding Revolving Loan Commitments, Lenders holding more than 50% of the aggregate Revolving Loan Exposure of all Lenders, (iv) for Lenders holding LC Facility Commitments, Lenders holding more than 50% of the aggregate LC Facility Exposure of all Lenders, and (v) for Lenders holding Synthetic Letter of Credit Commitments, Lenders holding more than 50% of the aggregate Synthetic Letter of Credit Exposure of all Lenders."; and

" " Requisite Lenders " means Lenders having or holding more than 50% of the sum of the aggregate Term B Loan Exposure of all Lenders plus the aggregate Supplemental Term Loan Exposure of all Lenders plus the aggregate Revolving Loan Exposure of all Lenders plus the aggregate LC Facility Exposure of all Lenders plus the aggregate Synthetic Letter of Credit Exposure of all Lenders.".

";  provided that, notwithstanding anything to the contrary contained in such Regulation S-X, the pro forma adjustments disclosed to the Lenders as part of the December 10, 2003, meeting of the Lenders shall be permitted".

"(vi)   Synthetic Letter of Credit Commitment . Each Synthetic Letter of Credit Lender severally agrees, subject to the limitations set forth in subsection 3.1A with respect to the Total Utilization of Synthetic Letter of Credit Commitments, (i) to acquire participations in Synthetic Letters of Credit pursuant to subsection 3.1C and (ii) to make Synthetic Letter of Credit Loans to Borrower pursuant to subsection 3.3B(iii) from time to time during the period from (and including) the First Amendment Effective Date to (with respect to Synthetic Letter of Credit Loans) but excluding the Revolving Loan Commitment Termination Date in an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Synthetic Letter of Credit Commitments to be used for the purposes identified in subsection 2.5B. The amount of each Synthetic Letter of Credit Lender’s Synthetic Letter of Credit Commitment as of the First Amendment Effective Date is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate amount of the Synthetic Letter of Credit Commitments as of the First Amendment Effective Date is $15,000,000; provided that the Synthetic Letter of Credit Commitments of Synthetic Letter of Credit Lenders shall be adjusted to give effect to any assignments of the Synthetic Letter of Credit Loan Commitments pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4. Each Synthetic Letter of Credit Lender’s Synthetic Letter of Credit Commitment shall expire on the Revolving Loan Commitment Termination Date and all Synthetic Letter of Credit Loans and all other amounts owed hereunder with respect to the Synthetic Letter of Credit Loans and the Synthetic Letter of Credit Commitments shall be paid in full no later than that date. Synthetic Letter of Credit Loans may be prepaid from time to time pursuant to subsection 2.4B(i) without reducing the Synthetic Letter of Credit Commitments; provided , however , that the amount of each such prepayment shall be applied to replenish the Credit-Linked Deposits in accordance with subsection 2.4 except to the extent that a voluntary reduction of the Synthetic Letter of Credit Commitments is made simultaneously with such prepayment; and provided   further that Synthetic Letter of Credit Loans may not be reborrowed except pursuant to subsection 3.3B(iii).".

" E.   Notes. At the request of any Lender, Borrower shall execute and deliver (i) on the Closing Date, and from time to time thereafter as required by subsection 10.1B(i), (1) to such Lender (a) if such Lender holds a Term B Loan, a Term B Note substantially in the form of Exhibit IV annexed hereto to evidence such Lender’s Term B Loan and with other appropriate insertions, (b) if such Lender is a Revolving Lender, a Revolving Note substantially in the form of Exhibit VI annexed hereto to evidence such Lender’s Revolving Loans, in the principal amount of such Lender’s Revolving Loan Commitment and with other appropriate insertions, and (c) if such Lender holds an LC Facility Commitment, an LC Facility Note substantially in the form of Exhibit VIII annexed hereto to evidence such Lender’s LC Facility Loans, in the principal amount of such Lender’s LC Facility Commitment, and (2) to the Swing Line Lender, if the requesting Lender is the Swing Line Lender, a Swing Line Note substantially in the form of Exhibit VII annexed hereto to evidence the Swing Line Lender’s Swing Line Loans, in the principal amount of the Swing Line Loan Commitment and with other appropriate insertions, (ii) on the date of the making of each Supplemental Term Loan, and from time to time thereafter as required by subsection 10.1B(i), if such Lender holds a Supplemental Term Loan Commitment, a Supplemental Term Note substantially in the form of Exhibit V annexed hereto to evidence such Lender’s Supplemental Term Loan, in the principal amount of such Lender’s Supplemental Term Loan and with other appropriate insertions, and (iii) on the First Amendment Effective Date, and from time to time thereafter as required by subsection 10.1B(i), if such Lender holds a Synthetic Letter of Credit Commitment, a Synthetic Letter of Credit Note substantially in the form of Exhibit VIII-A annexed hereto to evidence such Lender’s Synthetic Letter of Credit Loans, in the principal amount of such Lender’s Synthetic Letter of Credit Commitment.".

F.    Subsection 2.2A of the Credit Agreement is hereby amended by inserting the text ", each Synthetic Letter of Credit Loan" immediately following the text "each LC Facility Loan" in the first sentence of such subsection.

"Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Term B Loans and the Synthetic Letter of Credit Loans shall bear interest through maturity as follows:

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

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

"Notwithstanding anything to the contrary contained herein (other than the proviso at the end of this sentence), in the event that, at any time or times during the period commencing on the First Amendment Effective Date and ending on (and including) the first anniversary thereof, all or any portion of the principal amount of the Term Loans is prepaid under this subsection 2.4B(i), then Borrower shall pay to the Lenders holding Term Loans a prepayment premium equal to 1.00% of the principal amount of the Term Loans so prepaid; provided , however , that if Lenders holding Term Loans waive all or any portion of a mandatory prepayment under subsection 2.4B(iii) and the Borrower elects to make a voluntary prepayment of the Term Loans in the amount of such waived portion of a mandatory prepayment, then no prepayment premium shall be required with respect to such voluntary prepayment (to the extent that it does not exceed the amount of such waived portion of a mandatory prepayment)."

", and (c) the Synthetic Letter of Credit Commitments in an amount up to the amount by which the Synthetic Letter of Credit Commitments exceed the Total Utilization of Synthetic Letter of Credit Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Synthetic Letter of Credit Commitments shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount; and provided   further that, notwithstanding anything to the contrary contained herein, in the event that, at any time or times during the period commencing on the First Amendment Effective Date and ending on (and including) the first anniversary thereof, the Synthetic Letter of Credit Commitments are terminated in whole or reduced in part under this subsection 2.4B(ii), then Borrower shall pay to the Synthetic Letter of Credit Lenders a termination or reduction premium equal to 1.00% of the entire amount of the Synthetic Letter of Credit Commitments (determined before giving effect to such termination), in the case of a termination in whole, or 1.00% of the amount by which the Synthetic Letter of Credit Commitments are so reduced, in the case of any reductions in part".

"(i)   Prepayments Due to Reductions or Restrictions of Synthetic Letter of Credit Commitments . Borrower shall from time to time prepay the Synthetic Letter of Credit Loans to the extent necessary so that the Total Utilization of Synthetic Letter of Credit Commitments shall not at any time exceed the Synthetic Letter of Credit Commitments then in effect.".

"Any voluntary prepayments of Synthetic Letter of Credit Loans shall, to the extent of the excess of the Synthetic Letter of Credit Commitments (determined after giving effect to any reductions of the Synthetic Letter of Credit Commitments occurring simultaneously with such prepayments) over the Total Utilization of Synthetic Letter of Credit Commitments, be retained by the Administrative Agent and applied to increase the amount of each Synthetic Letter of Credit Lender’s Credit-Linked Deposit in an amount equal to such Synthetic Letter of Credit Lender’s Pro Rata Share of such excess.".

"(d)   Application of Mandatory Prepayments and Mandatory Commitment Reductions of Revolving Loans, LC Facility Loans and Synthetic Letter of Credit Loans . Any mandatory prepayments of the Revolving Loans, the LC Facility Loans or the Synthetic Letter of Credit Loans, as the case may be, pursuant to subsection 2.4B(iii) shall be applied to prepay the Revolving Loans, the LC Facility Loans and the Synthetic Letter of Credit Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof). Any mandatory reduction of Revolving Commitments, LC Facility Commitments and/or Synthetic Letter of Credit Commitments, as the case may be, pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s, LC Facility Lender’s and Synthetic Letter of Credit Lender’s Pro Rata Share, respectively. Any mandatory prepayments of Synthetic Letter of Credit Loans shall, to the extent of the excess of the Synthetic Letter of Credit Commitments (determined after giving effect to any reductions of the Synthetic Letter of Credit Commitments occurring simultaneously with such prepayments) over the Total Utilization of Synthetic Letter of Credit Commitments, be retained by the Administrative Agent and applied to increase the amount of each Synthetic Letter of Credit Lender’s Credit-Linked Deposit in an amount equal to such Synthetic Letter of Credit Lender’s Pro Rata Share of such excess.".

"(ii)   thereafter, to the payment of accrued fees described in subsection 2.3A or B or subsection 3.2 and accrued interest, in each case for the ratable benefit of the Lenders to whom such fees and interest are owed;

(iii)   thereafter, to the payment of the principal amount of Swing Line Loans held by the Swing Line Lender in its capacity as such (including, without limitation, the payment of all unpaid amounts owing to the Swing Line Lender under subsections 2.1A(iii)(b) or (c), but excluding the Swing Line Lender’s Pro Rata Share of assignments of Swing Line Loans that have been purchased under subsection 2.1A(iii)(c)), the posting of cash collateral for Letters of Credit pursuant to Section 8, and the reimbursement of the Issuing Lenders for all unpaid amounts owing to the Issuing Lenders under subsection 3.3C(i), until all such Swing Line Loans (including, without limitation, all unpaid amounts owing to the Swing Line Lender under subsections 2.1A(iii)(b) or (c)) have been fully repaid, cash collateral in an aggregate amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding has been posted with the Administrative Agent pursuant to the terms of the Security Agreement, and all amounts owing under subsection 3.3C(i) have been fully paid, in each case for the ratable benefit of the Swing Line Lender and the Issuing Lenders;

(iv)   thereafter, to the payment of the principal amount of all Loans other than Swing Line Loans, and to the principal amount of assignments of Swing Line Loans that have been purchased under subsection 2.1A(iii)(c), in each case for the ratable benefit of the Lenders (including, without limitation, the Swing Line Lender in its capacity as a Revolving Lender);".

"Without the consent of the Administrative Agent, (I) the LC Facility Certificate of Deposit funded by any LC Facility Lender shall not be released in connection with any assignment of its LC Facility Commitment, but shall instead be purchased by the relevant assignee and continue to be held for application (if not already applied) pursuant to subsections 3.3B(ii) and 3.3C(i)(b) in respect of such assignee’s obligations under the LC Facility Commitment assigned to it and (II) the Credit-Linked Deposit funded by any Synthetic Letter of Credit Lender shall not be released in connection with any assignment of its Synthetic Letter of Credit Commitment, but shall instead be purchased by the relevant assignee and continue to be held for application (if not already applied) pursuant to subsections 3.3B(iii) and 3.3C(i)(c) in respect of such assignee’s obligations under the Synthetic Letter of Credit Commitment assigned to it.".

"(iii)   Synthetic Letters of Credit . In addition, Borrower may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the First Amendment Effective Date to but excluding the 30th day prior to the Revolving Loan Commitment Termination Date, that one or more Synthetic Letter of Credit Lenders issue Synthetic Letters of Credit payable on a sight basis for the account of Borrower for the purposes specified in the definition of Standby Letters of Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, any one or more Synthetic Letter of Credit Lenders may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, issue such Letter of Credit in accordance with the provisions of this subsection 3.1; provided that Borrower shall not request that any Synthetic Letter of Credit Lender issue (and no Synthetic Letter of Credit Lender shall issue):

(a)    any Synthetic Letter of Credit if, after giving effect to such issuance, the Total Utilization of Synthetic Letter of Credit Commitments would exceed the lesser of (1) the Synthetic Letter of Credit Commitments then in effect and (2) the aggregate amount of the Credit-Linked Deposits outstanding at such time;

(b)    any Synthetic Letter of Credit having an expiration date later than the earlier of (1) ten days prior to the Revolving Loan Commitment Termination Date and (2) the date which is one year from the date of issuance of such Synthetic Letter of Credit; provided that the immediately preceding clause (2) shall not prevent any Issuing Lender from agreeing that a Synthetic Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless such Synthetic Letter of Credit Issuing Lender elects not to extend for any such additional period; and provided , further , that such Synthetic Letter of Credit Issuing Lender shall elect not to extend such Synthetic Letter of Credit if it has knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time such Synthetic Letter of Credit Issuing Lender must elect whether or not to allow such extension;

(c)    any Synthetic Letter of Credit issued for the purpose of supporting (1) trade payables or (2) any Indebtedness constituting "antecedent debt" (as that term is used in Section 547 of the bankruptcy Code); or

(d)    any Synthetic Letter of Credit denominated in a currency other than Dollars.".

"; and (c) upon receipt by a proposed Synthetic Letter of Credit Issuing Lender of a Request for Issuance pursuant to subsection 3.1B(i) requesting the issuance of a Synthetic Letter of Credit, (1) in the event Administrative Agent is the proposed Synthetic Letter of Credit Issuing Lender, Administrative Agent shall be the Synthetic Letter of Credit Issuing Lender with respect to such Synthetic Letter of Credit, notwithstanding the fact that the Synthetic Letter of Credit Usage with respect to such Synthetic Letter of Credit and with respect to all other Synthetic Letters of Credit issued by Administrative Agent, may exceed Administrative Agent’s Synthetic Letter of Credit Commitment then in effect; and (2) in the event any other LC Facility Lender is the proposed Issuing Lender, such LC Facility Lender shall promptly notify Borrower and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Synthetic Letter of Credit, and (x) if such Synthetic Letter of Credit Lender so elects to issue such Synthetic Letter of Credit it shall be the Synthetic Letter of Credit Issuing Lender with respect thereto and (y) if such Synthetic Letter of Credit Lender fails to so promptly notify Borrower and Administrative Agent or declines to issue such Synthetic Letter of Credit, Borrower may request Administrative Agent or another Synthetic Letter of Credit Lender to be the Synthetic Letter of Credit Issuing Lender with respect to such Synthetic Letter of Credit in accordance with the provisions of this subsection 3.1B".

"; and (iii) each Synthetic Letter of Credit, each Synthetic Letter of Credit Lender shall be deemed to, and hereby agrees to, have irrevocably purchased from the Synthetic Letter of Credit Issuing Lender a participation in such Synthetic Letter of Credit and any drawings honored thereunder in an amount equal to such Synthetic Letter of Credit Lender’s Pro Rata Share of the maximum amount that is or at any time may become available to be drawn thereunder".

"(iii)   with respect to any Synthetic Letter of Credit, (a) a fronting fee, payable directly to the applicable Synthetic Letter of Credit Issuing Lender for its own account, equal to 0.25% per annum of the daily amount available to be drawn under such Synthetic Letter of Credit and (b) a letter of credit facility fee, payable to Administrative Agent for the account of Synthetic Letter of Credit Lenders, equal to (1) the sum of (x) the applicable LIBOR Rate Margin for the Synthetic Letter of Credit Loans and (y) the Interest Rate Differential multiplied by (2) the daily amount of the difference between (x) the Synthetic Letter of Credit Commitments less (y) any outstanding Synthetic Letter of Credit Loans, each such fronting fee or letter of credit fee to be payable in arrears on and to (but excluding) the last Business Day of March, June, September and December of each year and computed on the basis of a 360-day year for the actual number of days elapsed;".

"(iii)   Reimbursement by Borrower of Amounts Paid Under Synthetic Letters of Credit . In the event a Synthetic Letter of Credit Issuing Lender has determined to honor a drawing under a Synthetic Letter of Credit issued by it, such Synthetic Letter of Credit Issuing Lender shall immediately notify Borrower and Administrative Agent, and Borrower shall reimburse such Synthetic Letter of Credit Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the " Synthetic Letter of Credit Reimbursement Date ") in an amount in Dollars and in same day funds equal to the amount of such payment; provided that, anything contained in this Agreement to the contrary notwithstanding, (a) unless Borrower shall have notified Administrative Agent and such Synthetic Letter of Credit Issuing Lender prior to 10:00 A.M. (New York City time) on the date such drawing is honored that Borrower intends to reimburse such Synthetic Letter of Credit Issuing Lender for the amount of such payment with funds other than the proceeds of Synthetic Letter of Credit Loans, Borrower shal