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IT GROUP INC
10-K, 2000-03-30
HAZARDOUS WASTE MANAGEMENT

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				Page
Article I		Definitions		2
1.1		Certain Defined Terms		2
1.2		Computation of Time Periods		38
1.3		Accounting Terms; Calculations		39
1.4		Certain Terms		39
1.5		Other Terms		39
1.6		Section References in Loan Documents		39
Article II		Amounts and Terms of Loans		40
2.1		The Initial Term Loans		40
2.2		Revolving Credit Facility		40
2.3		The Additional Term Loans		43
2.4		Letters of Credit		44
2.5		Swing Loans		51
2.6		Promise to Repay; Evidence of Indebtedness		53
2.7		Authorized Officers and Agents		54
Article III		Payments and Prepayments		54
3.1		Prepayments; Reductions in Revolving Credit Commitments		54
3.2		Payments		57
3.3		Taxes		62
3.4		Increased Capital		64
3.5		Cash Management		65
3.6		Right to Remove Affected Lender		66
Article IV		Interest and Fees		66
4.1		Interest on the Loans and Other Obligations		66
4.2		Special Provisions Governing Eurodollar Rate Loans		70
4.3		Fees		73
Article V		Conditions to Loans and Letters of Credit		75
5.1		Conditions Precedent to the Effectiveness of this Agreement		75
5.2		Conditions Precedent to the Additional Term Loans and All Revolving Loans, Swing Loans and Letters of Credit		77
Article VI		Representations and Warranties		78
6.1		Representations and Warranties from and after the Effective Date		78
6.2		Subsequent Funding Representations and Warranties		89
Article VII		Reporting Covenants		90
7.1		Financial Statements		90
7.2		Events of Default		92
7.3		Lawsuits		92
7.4		Insurance		93
7.5		ERISA Notices		93
7.6		Environmental Notices		95
7.7		Labor Matters		96
7.8		Government Contracts		96
7.9		Public Filing and Reports		96

				Page
7.10		Other Information		96
Article VIII		Affirmative Covenants		96
8.1		Corporate Existence, Etc.		97
8.2		Corporate Powers; Conduct of Business, Etc.		97
8.3		Compliance with Laws, Etc.		97
8.4		Payment of Taxes and Claims; Tax Consolidation		97
8.5		Insurance		98
8.6		Inspection of Property; Books and Records; Discussions		98
8.7		Insurance and Condemnation Proceeds		99
8.8		ERISA Compliance		100
8.9		Foreign Employee Benefit Plan Compliance		100
8.10		Maintenance of Property		100
8.11		Condemnation		100
8.12		Notice of Leaseholds; Future Liens on Real Property		100
8.13		Guaranties; Future Liens on Personal Property		101
8.14		Environmental Compliance		102
8.15		Government Contracts		102
8.16		Required Interest Rate Contracts		102
Article IX		Negative Covenants		103
9.1		Indebtedness		103
9.2		Sales of Assets		104
9.3		Liens		105
9.4		Investments		105
9.5		Accommodation Obligations		106
9.6		Restricted Junior Payments		107
9.7		Conduct of Business; Subsidiaries; Permitted Acquisitions		107
9.8		Transactions with Shareholders and Affiliates		107
9.9		Restriction on Fundamental Changes		108
9.10		Sales and Leasebacks; Operating Leases		108
9.11		Margin Regulations; Securities Laws		109
9.12		ERISA		109
9.13		Issuance of Capital Stock		110
9.14		Constituent Documents		110
9.15		Fiscal Year		110
9.16		Cash Management System		110
9.17		Environmental Matters		110
9.18		Cancellation of Debt; Prepayment; Certain Amendments		111
9.19		Accounting Changes		111
9.20		Permitted Joint Venture Accommodation Obligation		111
9.21		No New Restrictions on Subsidiary Dividends		111
Article X		Financial Covenants		111
10.1		Minimum Consolidated Net Worth		111
10.2		Minimum Fixed Charge Coverage Ratio		113

				Page
10.3		Minimum Interest Coverage Ratio		114
10.4		Maximum Leverage Ratio		115
10.5		Minimum Liquidity Ratio		116
10.6		Maximum Capital Expenditures		116
Article XI		Events of Defaults; Rights and Remedies		117
11.1		Events of Default		117
11.2		Rights and Remedies		120
11.3		Cash Collateral		121
Article XII		The Administrative Agent; The Agents		122
12.1		Appointment		122
12.2		Nature of Duties		122
12.3		Rights, Exculpation, Etc.		123
12.4		Reliance		124
12.5		Indemnification		124
12.6		The Agents Individually		124
12.7		Successor Administrative Agents; Resignation of Administrative Agent		125
12.8		Relations Among Lenders		125
12.9		Concerning the Collateral and the Loan Documents		126
Article XIII		Miscellaneous		128
13.1		Assignments		128
13.2		Expenses		131
13.3		Indemnity		132
13.4		Change in Accounting Principles		133
13.5		Setoff		134
13.6		Ratable Sharing		135
13.7		Amendments and Waivers		137
13.8		Notices		137
13.9		Survival of Warranties and Agreements		137
13.10		Failure or Indulgence Not Waiver; Remedies Cumulative		137
13.11		Marshaling; Payments Set Aside		138
13.12		Severability		138
13.13		Headings		138
13.14		Governing Law		138
13.15		Limitation of Liability		138
13.16		Successors and Assigns		139
13.17		Certain Consents and Waivers of the Borrowers		139
13.18		Counterparts; Effectiveness; Inconsistencies		140
13.19		Limitation on Agreements		141
13.20		Confidentiality		141
13.21		Entire Agreement		142
13.22		Senior Indebtedness		142
13.23		Post-Closing Matters		142

Exhibit A		-		Form of Assignment and Acceptance
Exhibit B		-		Form of Blocked Account Agreement
Exhibit C		-		Form of Guaranty
Exhibit D		-		Form of Notice of Borrowing
Exhibit E		-		Form of Notice of Conversion/Continuation
Exhibit F		-		List of Closing Documents
Exhibit G		-		Form of Officer ’s Certificate to Accompany Reports
Exhibit H-1		-		Form of Initial Term Loan Note
Exhibit H-2		-		Form of Additional Term Loan Note
Exhibit I		-		Form of Revolving Credit Note
Exhibit J		-		Form of Swing Note
Exhibit K		-		Form of Borrower Security Agreement
Exhibit L		-		Form of Subsidiary Guarantor Security Agreement
Exhibit M		-		Form of Pledge Agreement

Schedule 1.01.1		-		Commitments
Schedule 1.01.2		-		Carlyle Investors as of June 11, 1998
Schedule 1.01.4		-		Permitted Existing Accommodation Obligations; Contingencies
Schedule 1.01.5		-		Permitted Existing Indebtedness
Schedule 1.01.6		-		Permitted Existing Investments
Schedule 1.01.7		-		Permitted Existing Liens
Schedule 1.01.8		-		Permitted Joint Ventures
Schedule 1.01.10		-		Unrestricted Subsidiaries
Schedule 6.01-C		-		Corporate Structure of Company & Subsidiaries; Authorized, Issued & Outstanding Capital Stock
Schedule 6.01-E		-		Conflicts with Contractual Obligations and Requirements of Law
Schedule 6.01-F		-		Government Consents
Schedule 6.01-H		-		Restricted Junior Payments
Schedule 6.01-K		-		Litigation; Adverse Effects
Schedule 6.01-N		-		Defaults in Performance
Schedule 6.01-Q		-		Environmental Matters
Schedule 6.01-R		-		ERISA Matters
Schedule 6.01-S		-		Foreign Employee Benefit Matters
Schedule 6.01-T		-		Labor Matters/Employment Agreements
Schedule 6.01-W		-		Patents, Trademarks & Permits
Schedule 6.01-X		-		Owned Real Property/Leases
Schedule 6.01-Y		-		Insurance
Schedule 6.01-AA		-		Transactions with Affiliates
Schedule 6.01-BB		-		Blocked Account & Lock Box Banks; Bank Accounts
Schedule 6.01-CC		-		Government Contracts
Schedule 8.16		-		Interest Rate Contracts

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Leverage  Ratio		Base Rate  Margin			Eurodollar  Rate Margin
greater than or equal to 4.50 to 1		1.50	%		2.50	%
greater than or equal to 4.00 to 1 but less than 4.50 to 1		1.25	%		2.25	%
greater than or equal to 3.75 to 1 but less than 4.00 to 1		1.00	%		2.00	%
greater than or equal to 3.25 to 1 but less than 3.75 to 1		0.875	%		1.875	%
greater than or equal to 2.75 to 1 but less than 3.25 to 1		0.625	%		1.625	%
greater than or equal to 2.25 to 1 but less than 2.75 to 1		0.375	%		1.375	%
less than 2.25 to 1		0.25	%		1.25	%

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Leverage  Ratio		Base Rate  Margin			Eurodollar  Rate Margin
greater than or equal to 4.50 to 1		2.00	%		3.00	%
greater than or equal to 4.00 to 1 but less than 4.50 to 1		1.75	%		2.75	%
greater than or equal to 3.75 to 1 but less than 4.00 to 1		1.50	%		2.50	%
greater than or equal to 3.25 to 1 but less than 3.75 to 1		1.375	%		2.375	%
greater than or equal to 2.75 to 1 but less than 3.25 to 1		1.125	%		2.125	%
greater than or equal to 2.25 to 1 but less than 2.75 to 1		1.00	%		2.00	%
less than 2.25 to 1		0.75	%		1.75	%

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Leverage  Ratio		Base Rate Margin			Eurodollar  Rate Margin
greater than or equal to 4.50 to 1		2.25	%		3.25	%
less than 4.50 to 1		2.00	%		3.00	%

(i) the rate of interest announced publicly by Citibank in New York, New York from time to time, as Citibank’s base rate; and

(ii) the sum (adjusted to the nearest one quarter of one percent (0.25%) or, if there is no nearest one quarter of one percent (0.25%), to the next higher one quarter of one percent (0.25%)) of (A) one half of one percent (0.50%) per annum, plus (B) the rate per annum obtained by dividing (i) the latest three-week moving average of secondary market morning offering rates in the United States for three-month certificates of deposit of major United States money market banks, such three-week moving average (adjusted to the basis of a year of 360 days) being determined weekly on each Monday (or, if such day is not a Business Day, on the next succeeding Business Day) for the three-week period ending on the previous Friday (or, if such day is not a Business Day, on the next preceding Business Day) by Citibank on the basis of such rates reported by certificate of deposit dealers to, and published by, the Federal Reserve Bank of New York, or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by Citibank from three (3) New York certificate of deposit dealers of recognized standing selected by Citibank, by (ii) a percentage equal to 100% minus the average of the daily percentages specified during such three-week period by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) for Citibank in respect of liabilities which consist of or which include (among other liabilities) three-month Dollar nonpersonal time deposits in the United States, plus (C) the average during such three-week period of the annual assessment rates estimated by Citibank for determining the then current annual assessment payable by Citibank to the Federal Deposit Insurance Corporation (or any successor) for insuring Dollar deposits of Citibank in the United States; and

(iii) the sum of (A) one half of one percent (0.50%) per annum plus (B) the Federal Funds Rate in effect from time to time during such period.

(i) with respect to the payment of taxes, assessments or governmental charges in all cases which are not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP;

(ii) of landlords arising by statute and Liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other Liens (including Liens of sureties under performance or bid bonds) imposed by law created in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP;

(iii) incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other types of social security benefits or to secure the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money), surety, appeal, customs and performance bonds;

(iv) arising as a result of progress payments or otherwise under Government Contracts;

(v) arising with respect to zoning restrictions, easements, licenses, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar charges or encumbrances on the use of Real Property which do not materially interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries;

(vi) leases or subleases of Real Property; provided that all such Liens do not in the aggregate materially detract from the value of the Company’s or such Subsidiary’s assets or Property or do not impede in any material respect the conduct of the Company’s or such Subsidiary’s business; and

(vii) constituting the filing of notice financing statements of a lessor’s rights in and to personal property leased to the Company or its Subsidiaries in the ordinary course of business of the Company or its Subsidiaries.

(a)    no Event of Default or Default has occurred and is continuing or would occur as a result of such acquisition or merger;

(b)    all representations and warranties of the Company and its Subsidiaries contained in Section 6.2 and any other Loan Document are true and correct in all material respects on and as of the date of the proposed acquisition or merger;

(c)    in respect of any such proposed acquisition other than the WHP Acquisition, the average Revolving Credit Availability for the 60 days prior to such proposed acquisition or merger minus the amount of Revolving Loans made to finance such acquisition or merger shall not be less than $50,000,000;

(d)    on an historical, pro forma consolidated basis giving effect to the subject acquisition or merger for the twelve (12) consecutive months immediately preceding the closing date for such acquisition or the effective date of such merger, as applicable, the Company shall not have failed to perform or observe any covenant of the Company under Article X;

(e)    the purchase price consideration payable in connection with the subject acquisition or merger does not exceed an amount equal to eight (8) times the EBITDA of the Person which is the subject of such acquisition or merger for the twelve (12) consecutive months immediately preceding the closing date for such acquisition or the effective date of such merger, as applicable;

(f)    the Person which is the subject of such acquisition or merger shall be engaged in a business activity of a similar or complementary nature to that in which the Company and its Subsidiaries are engaged on the Effective Date;

(g)    the assets subject to the proposed acquisition and the Securities of such Person, if applicable, shall be pledged to the Administrative Agent as additional Collateral in accordance with Section 8.12 and Section 8.13; and

(h)    the board of directors of the Person which is the subject of such acquisition or merger has approved the proposed acquisition or merger;

BORROWER		AMOUNT
The Company		$   10,000,000
ITC		$185,000,000
OHM		$   10,000,000
OHM Remediation		$   50,000,000
Beneco		$   50,000,000

(i)    the fair market value of its assets is in excess of the total amount of its liabilities (including contingent liabilities); and

(ii)    the present fair saleable value of its assets is greater than its probable liability on its existing debts as such debts become absolute and matured; and

(iii)    it is then able and expects to be able to pay its debts (including contingent debts and other commitments) as they mature; and

(iv)    it has capital sufficient to carry on its business as conducted and as proposed to be conducted.

Leverage  Ratio		Unused  Commitment Fee
greater than or equal to 4.00 to 1		0.50%
greater than or equal to 3.75 to 1 but less than 4.00 to 1		0.375%
greater than or equal to 3.25 to 1 but less than 3.75 to 1		0.35%
greater than or equal to 2.75 to 1 but less than 3.25 to 1		0.30%
less than 2.75 to 1		0.25%

(ii)    Unless the Administrative Agent shall have been notified by any Revolving Credit Lender on the Business Day immediately preceding the applicable Funding Date in respect of any Borrowing of Revolving Loans that such Lender does not intend to fund its Revolving Loan requested to be made on such Funding Date, the Administrative Agent may assume that such Lender has funded its Revolving Loan and is depositing the proceeds thereof with the Administrative Agent on such Funding Date, and the Administrative Agent in its sole discretion may, but shall not be obligated to, disburse a corresponding amount to the applicable Borrowers on such Funding Date. If the Revolving Loan proceeds corresponding to that amount are advanced to such Borrowers by the Administrative Agent but are not in fact deposited with the Administrative Agent by such Lender on or prior to the applicable Funding Date, such Lender agrees to pay, and in addition the Borrowers agree to repay, to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date such amount is disbursed to or for the benefit of the applicable Borrowers until the date such amount is paid or repaid to the Administrative Agent, (A) in the case of such Borrowers, at the interest rate applicable to such Borrowing and (B) in the case of such Lender, at the Federal Funds Rate for the first Business Day, and thereafter at the interest rate applicable to such Borrowing. If such Lender shall pay to the Administrative Agent the corresponding amount, the amount so paid shall constitute such Lender’s Revolving Loan, and if both such Lender and the applicable Borrowers shall pay and repay such corresponding amount, the Administrative Agent shall promptly pay to the applicable Borrowers such corresponding amount. This Section 2.2(c)(ii) does not relieve any Revolving Credit Lender of its obligation to make its Revolving Loan on any Funding Date.

(ii)    In addition to the scheduled payments on the Additional Term Loans, the Additional Term Loan Borrower may make the voluntary prepayments described in Section 3.1(a)(i) and shall make the mandatory prepayments prescribed in Section 3.1(b), for credit against the Additional Term Loans pursuant to Section 3.1(a)(i) or Section 3.1(b)(iv), as applicable. Any amount paid in respect of the Additional Term Loans may not be reborrowed.

(i)    if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested

hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank;

(ii)    if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 11:00 a.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that immediately after giving effect to the Issuance of such Letter of Credit, (I) the Letter of Credit Obligations at such time would exceed the amount of the L/C Subfacility in effect at such time or (II) the Revolving Credit Obligations at such time would exceed the Maximum Amount of Revolving Credit Obligations at such time or (B) from any of the Lenders at or before 11:00 a.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent contained in Section 5.1 or Section 5.2 as applicable, would not on such date be satisfied (or waived pursuant to Section 13.7), unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 5.1 or Section 5.2 as applicable, have been satisfied or waived);

(iii)    which has an expiration date later than the earlier of (A) the date one (1) year after the date of issuance (without regard to any automatic renewal provisions thereof) or (B) the Business Day next preceding the Revolving Credit Termination Date;

(iv)    with respect to such proposed Letters of Credit denominated in an Alternative Currency if the Issuing Bank receives written notice from the Administrative Agent at or before 11:00 a.m. (New York time) on the date of the proposed issuance of such Letters of Credit that immediately after giving effect to the issuance of such Letter of Credit the Letter of Credit Obligations at such time in respect of outstanding Letters of Credit denominated in Alternative Currencies would exceed $5,000,000; or

(v)    which is in a currency other than Dollars or an Alternative Currency in which such Issuing Bank is then issuing letters of credit.

(i)    if the Issuing Bank so requests, the applicable Borrower or, in the case of Letters of Credit Issued for the account of a Restricted Subsidiary, the applicable Borrower and such Subsidiary, shall have executed and delivered to

such Issuing Bank and the Administrative Agent a Letter of Credit Reimbursement Agreement and such other documents and materials as may be required pursuant to the terms thereof; and

(ii)    the terms of the proposed Letter of Credit shall be satisfactory to the Issuing Bank in its sole discretion.

(ii)    The applicable Issuing Bank shall give the Administrative Agent written notice, or telephonic notice confirmed promptly thereafter in writing, of the Issuance of a Letter of Credit (which notice the Administrative Agent shall promptly transmit by telegram, telex, telecopy, telephone or similar transmission to each Lender).

(A)    the applicable Borrower shall reimburse, or cause its Restricted Subsidiary for whose account a Letter of Credit is issued to reimburse, the applicable Issuing Bank for amounts drawn under such Letter of Credit pursuant to subsection (d)(ii) below, in Dollars (or the applicable Alternative Currency, as the case may be), no later than the date (the “Reimbursement Date ”) which is one (1) Business Day after such Borrower receives written notice from such Issuing Bank that payment has been made under such Letter of Credit by such Issuing Bank; and

(B)    all Reimbursement Obligations with respect to any Letter of Credit shall bear interest at the rate applicable in accordance with Section 4.1(a)(i) from the date of the relevant drawing under such Letter of Credit until the Reimbursement Date and thereafter at the rate applicable in accordance with Section 4.1(d).

(ii)    The applicable Issuing Bank shall give the Administrative Agent written notice, or telephonic notice confirmed promptly thereafter in writing, of all drawings under a Letter of Credit Issued by it and the payment (or the failure to pay when due) by a Borrower or its Subsidiary on account of a Reimbursement Obligation.

(iii)    No action taken or omitted in good faith by an Issuing Bank under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall put such Issuing Bank under any resulting liability to any Lender, any Borrower, any of the Borrowers ’ Subsidiaries or, so long as it is not Issued in violation of Section 2.4(a), relieve any Revolving Credit Lender of its obligations hereunder to such Issuing Bank. Solely as between the Issuing Banks and such Lenders, in determining whether to pay under any Letter of Credit, the respective Issuing Bank shall have no obligation to the Revolving Credit Lenders other than to confirm that any documents required to be delivered under a respective Letter of Credit appear to have been delivered and that they appear on their face to comply with the requirements of such Letter of Credit.

(ii)    If any Issuing Bank makes any payment under any Letter of Credit and a Borrower or the Subsidiary of the Borrower for whose account such Letter of Credit was Issued does not repay such amount to such Issuing Bank on the Reimbursement Date, such Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Revolving Credit Lender, and each such Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuing Bank, in immediately available funds, the amount (or Dollar Equivalent thereof if such payment was made in an Alternative Currency) of such Lender’s Pro Rata Share of such payment (net of that portion of such payment, if any, made by such Lender in its capacity as an Issuing Bank), and the

Administrative Agent shall promptly pay to such Issuing Bank such amounts received by it, and any other amounts received by the Administrative Agent for such Issuing Bank’s account, pursuant to this Section 2.4(e). All such payments shall constitute Revolving Loans made to the applicable Borrowers pursuant to Section 2.2 (irrespective of the satisfaction of the conditions in Section 5.1 or Section 5.2 or the requirement in Section 2.2(b) to deliver a Notice of Borrowing which conditions and requirement, for the purpose of refunding any Reimbursement Obligation owing to any Issuing Bank, the Revolving Credit Lenders irrevocably waive). If a Revolving Credit Lender does not make its Pro Rata Share of the amount (or Dollar Equivalent thereof if such payment was made in an Alternative Currency) of such payment available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent for the account of the applicable Issuing Bank, forthwith on demand, such amount together with interest thereon, for the first Business Day after the date such payment was first due at the Federal Funds Rate, and thereafter at the interest rate then applicable in accordance with Section 4.1(a). The failure of any such Lender to make available to the Administrative Agent for the account of an Issuing Bank its Pro Rata Share of any such payment shall neither relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank such other Lender’s Pro Rata Share of any payment on the date such payment is to be made nor increase the obligation of any other Revolving Credit Lender to make such payment to the Administrative Agent. This Section does not relieve any Lender of its obligation to purchase Pro Rata Share participations in Letters of Credit; nor does this Section relieve any Borrower of its obligation to pay or repay any Issuing Bank funding its Pro Rata Share of such payment pursuant to this Section interest on the amount of such payment from such date such payment is to be made until the date on which payment is repaid in full.

(iii)    Whenever an Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, as to which any Revolving Credit Lender has made a Revolving Loan pursuant to clause (ii) of this Section, such Issuing Bank shall promptly pay to the Administrative Agent such payment in accordance with Section 3.2. Each such payment shall be made by such Issuing Bank or the Administrative Agent, as the case may be, on the Business Day on which such Person receives the funds paid to such Person pursuant to the preceding sentence, if received prior to 11:00 a.m. (New York time) on such Business Day, and otherwise on the next succeeding Business Day.

(iv)    Upon the request of any Revolving Credit Lender, an Issuing Bank shall furnish such Lender copies of any Letter of Credit or Letter of Credit Reimbursement Agreement to which such Issuing Bank is party and such other documentation as reasonably may be requested by such Lender.

(v)    The obligations of a Revolving Credit Lender to make payments to the Administrative Agent for the account of any Issuing Bank with respect to a Letter of Credit shall be irrevocable, shall not be subject to any qualification or exception whatsoever except willful misconduct or gross negligence of such Issuing Bank, and shall be honored in accordance with this Article II (irrespective of the satisfaction of the conditions described in Section 5.1 or Section 5.2, as applicable, which conditions, for the purposes of the repayment of Letters of Credit to the Issuing Bank, such Lenders irrevocably waive) under all circumstances, including any of the following circumstances:

(A)    any lack of validity or enforceability hereof or of any of the other Loan Documents;

(B)    the existence of any claim, setoff, defense or other right which the applicable Borrower or the Restricted Subsidiary of the applicable Borrower for whose account such Letter of Credit was Issued may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Bank, any Lender, or any other Person, whether in connection herewith, with any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit);

(C)    any draft, certificate or any other document presented under the Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(D)    the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;

(E)    any failure by such Issuing Bank to make any reports required pursuant to Section 2.4(h) or the inaccuracy of any such report; or

(F)    the occurrence of any Event of Default or Default.

(ii)    In the event any payment by such Borrower or such Subsidiary received by an Issuing Bank with respect to a Letter of Credit and distributed by the Administrative Agent to the Revolving Credit Lenders on account of their participation is thereafter set aside, avoided or recovered from such Issuing Bank in connection with any receivership, liquidation or bankruptcy proceeding, each such Lender which received such distribution shall, upon demand by such Issuing Bank, contribute such Lender’s Pro Rata Share of the amount set aside, avoided or recovered together with interest at the rate required to be paid by such Issuing Bank upon the amount required to be repaid by it.

(B)    As between each Borrower on the one hand and the Administrative Agent, the Lenders and the Issuing Banks on the other hand, each such Borrower assumes all risks of the acts and omissions of, or misuse of Letters of Credit by, the respective beneficiaries of the Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit Reimbursement Agreements, the Administrative Agent, the Issuing Banks and the Lenders shall not be responsible for: (i) the form, validity, legality, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and Issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity, legality or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; (viii) any litigation, proceeding or charges with respect to such Letter of Credit; and (ix) any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks or the Lenders.

(ii)    Revolving and Swing Loans.    The Borrowers may from time to time prepay Revolving Loans and Swing Loans, in whole in or part, and subject to Section 5.2, amounts so prepaid may be reborrowed. Repayment of Revolving Loans shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount.

(iii)    Revolving Credit Commitments.    The Borrowers, upon at least three (3) Business Days’ prior written notice to the Administrative Agent, shall have the right, from time to time, to terminate in whole or permanently reduce in part the Revolving Credit Commitments, provided that the Borrowers shall have made whatever payment may be required to reduce the Revolving Credit Obligations to an amount less than or equal to the Maximum Amount of Revolving Credit Obligations as reduced or terminated. Any partial reduction of the Revolving Credit Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, and shall reduce the Revolving Credit Commitment of each Revolving Credit Lender proportionately in accordance with its Pro Rata Share thereof. Any notice of termination or reduction given to the Administrative Agent under this Section 3.1(a)(iii) shall specify the date (which shall be a Business Day) of such termination or reduction and, with respect to a partial reduction, the aggregate principal amount thereof. When notice of termination or reduction is delivered as provided herein, the principal amount of the Revolving Loans specified in the notice shall become due and payable on the date specified in such notice.

(iv)    The prepayments and payments in respect of reductions and terminations described in clauses (i), (ii) and (iii) of this Section 3.1(a) may be made without premium or penalty (except as provided in Section 4.2(f)).

(ii)    As soon as practicable, and in any event within 90 days after the end of each Cash Flow Period, (A) the Company shall calculate the Excess Cash Flow for such Cash Flow Period and (B) the Borrowers shall make a mandatory prepayment of the Loans equal to (x) seventy-five percent (75%) of such Excess Cash Flow if the Leverage Ratio of the Company and its Subsidiaries on the last

day of such Cash Flow Period is greater than or equal to 2.5 or 1 or (y) fifty percent (50%) of such Excess Cash Flow if the Leverage Ratio of the Company and its Subbidiaries is less than 2.5 to 1.

(iii)    Nothing in this Section 3.1(b) shall be construed to constitute the Lenders’ consent to any transaction referred to in clause (i) above which is not expressly permitted by Article IX.

(iv)    Each mandatory prepayment required by clauses (i) and (ii) of this Section 3.1(b) shall be referred to herein as a “Designated Prepayment”. Designated Prepayments shall be allocated and applied, first, to the pro rata repayment of the Initial Term Loans and the Additional Term Loans of the Borrower making such Designated Prepayment in each case pro rata to each remaining installment thereof; second, to the pro rata repayment of the Initial Term Loans and the Additional Term Loans of the other Borrowers in each case pro rata to each remaining installment thereof; third, to the repayment of the Revolving Loans; fourth, to any remaining non-contingent Revolving Credit Obligations; and then, to the extent any such Obligations are contingent, the remaining balance of Designated Prepayments shall be deposited with the Administrative Agent as Cash Collateral in respect of such contingent Obligations. Notwithstanding the order of application set forth in the previous sentence, any Designated Prepayment resulting from the receipt of Net Cash Proceeds arising from a sale of assets of the Company or any Restricted Subsidiary pursuant to Section 9.2(b) shall be applied to the repayment of the Revolving Loans (or to the extent no Revolving Loans are outstanding, that portion of such Designated Prepayment shall be held by the Administrative Agent as Cash Collateral) and simultaneously with the receipt of such Designated Prepayment, an Availability Reserve shall be established in the amount of such Designated Prepayment applied to the Revolving Loans. If within 90 days of the Company ’s or such Restricted Subsidiary’s receipt of the applicable Net Cash Proceeds, such proceeds are applied to the purchase of replacement assets in a manner that is not prohibited by Section 10.6, then such Availability Reserve shall be abated (or such Cash Collateral released) in an amount equal to cash expenditures made in connection with the purchase of such replacement assets (with such Cash Collateral or new Revolving Loans). If no such purchase of replacement assets is made within the applicable period or such purchase is less than the full amount of such Designated Prepayment, then on the last day of the applicable period (i) the Availability Reserve applicable to such Designated Prepayment shall be abated and (ii) such Borrower shall be deemed to have borrowed Revolving Loans in the amount of such Availability Reserve and the proceeds of such Revolving Loans, together with any amounts deposited as Cash Collateral pursuant to this section, shall be applied in the order set forth above in the second sentence of this Section 3.1(b)(iv).

(v)    On the date any Designated Prepayment is received by the Administrative Agent pursuant to clause (i) or (ii) above, such prepayment shall be applied first to Base Rate Loans and then to any Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods.

(ii)    So long as no Event of Default has occurred and is continuing, to the extent funds on deposit in the Concentration Account are available as of 1:00 p.m. (New York time) on any Business Day, after giving effect to any withdrawals made pursuant to Section 3.2(b)(iii), such funds shall be transferred by the Administrative Agent to the Disbursement Account. Subject to Section 3.5(b), after the occurrence and during the continuance of an Event of Default, (A) so long no Blockage Notice remains in effect the Administrative Agent may, at its option, or shall, at the direction of the Requisite Lenders, apply funds on deposit in the Concentration Account to the Obligations in the order set forth in Section 3.2(b)(i) with any remaining funds being transferred to the Disbursement Account and (B) from and after the delivery of a Blockage Notice to the Company and so long as such Blockage Notice remains in effect, funds on deposit in the Concentration Account shall be applied by the Administrative Agent to the Obligations in accordance with the order of applications set forth in Section 3.2(b)(ii).

(ii)    After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and shall upon either (x) the written direction of the Requisite Lenders or (y) the acceleration of the Obligations pursuant to Section 11.2(a), apply all payments in respect of any Obligations and all proceeds of Collateral in the following order:

(A)    first, to pay interest on and then principal of any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower;

(B)    second, to pay interest on and then principal of first any outstanding Protective Advance and then any Swing Loan;

(C)    third, to pay Obligations in respect of any expense reimbursements, indemnities and other similar amounts then due to the Administrative Agent, including any amounts in respect of cash management services provided to the Company and its Subsidiaries by the Administrative Agent in connection with this Agreement;

(D)    fourth, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuing Banks, including any amounts in respect of cash management services provided to the Company and its Subsidiaries by the Lenders;

(E)    fifth, to pay Obligations in respect of any fees then due to the Agents, the Lenders and the Issuing Banks;

(F)    sixth, to pay interest due in respect of the Loans and Reimbursement Obligations;

(G)    seventh, to pay or prepay (or, to the extent such Obligations are contingent, provide Cash Collateral pursuant to Section 12.2(b) in respect of), pro rata based on the respective amounts thereof, principal outstanding on Loans and all outstanding Letter of Credit Obligations and amounts owing with respect to Interest Rate Contracts and foreign exchange contracts to which a Lender is a party; and

(H)    eighth, to the ratable payment of all other Obligations

(iii)    All payments of principal on the Swing Loans, Protective Advances, Reimbursement Obligations, interest, fees and other sums due and payable in respect of the Revolving Loans may, at the option of the Administrative Agent, be paid (x) from amounts on deposit in the Concentration Account from time to time or (y) from the proceeds of the Revolving Loans. The Borrowers hereby authorize the Administrative Agent to make such withdrawals from the Concentration Account and the Swing Loan Bank to make pursuant to Section 2.5(a) and the Revolving Credit Lenders to make pursuant to Section 2.2(a), from time to time in such Swing Loan Bank’s, or such Lender’s discretion, Swing Loans or Revolving Loans, as applicable, which are in the amounts of any and all principal payable with respect to the Swing Loans, Protective Advances and interest, fees and other sums payable in respect of the Swing Loans, Protective Advances and Revolving Loans, and further authorizes the Administrative Agent to give the Revolving Credit Lenders notice of any Borrowing with respect to such Swing Loans and Revolving Loans and to distribute the proceeds of such Swing Loans and Revolving Loans to pay such amounts. The Borrowers agree that all such Swing Loans and Revolving Loans so made shall be deemed to have been requested by it and directs that all proceeds thereof shall be used to pay such amounts.

(iv)    The Administrative Agent shall promptly distribute to each Lender and Issuing Bank at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender or Issuing Bank, or at such other address as a Lender, an Issuing Bank or other Holder may request in writing, such funds as such Person may be entitled to receive as more particularly set forth in Section 3.1 and Section 3.2; provided, however, that, as between the Holders and the Administrative Agent, the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby.

(v)    If any Revolving Credit Lender fails to fund its Pro Rata Share of any Revolving Loan Borrowing requested by the Borrower which such Lender is obligated to fund under the terms hereof (the funded portion of such Revolving Loan Borrowing being hereinafter referred to as a “Non Pro Rata Loan ”), excluding any such Lender who has delivered to the Administrative Agent written

notice that one or more of the conditions precedent contained in Section 5.2 shall not on the date of such request be satisfied and until such conditions are satisfied, then until the earlier of such Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrowers and otherwise required to be applied to such Lender’s share of all other Obligations pursuant to the terms hereof shall be advanced to the Borrowers by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything contained herein to the contrary:

(A)    the foregoing provisions of this Section 3.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations;

(B)    a Revolving Credit Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Revolving Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Revolving Loan is fully funded to the applicable Borrower, whether made by such Lender itself or by operation of the terms of this Section 3.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid;

(C)    amounts advanced to the Borrowers to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Revolving Loan Borrowing ( “Cure Loans”) shall bear interest at the rate applicable to the other Revolving Loans comprising such Borrowing and shall be treated as Revolving Loans comprising such Borrowing for all purposes herein;

(D)    regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of a Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 3.2, would be applied to the outstanding Revolving Loans shall be applied first, ratably to all Revolving Loans constituting Non Pro Rata Loans, second, ratably to Revolving Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Revolving Loans constituting Cure Loans; and

(E)    No Lender shall be relieved of any obligation such Lender may have to the Borrowers under the terms of this Agreement as a result of the provisions of this Section 3.2(b)(v).

(i)    shall deliver to the Company and the Administrative Agent either (A) (x) two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, or successor applicable form, as the case may be and (y) an Internal Revenue Service Form W-8 or W-9, or successor applicable form, as the case may be or (B) (x) a certificate representing that such Lender is not a “bank” acquiring the Note in connection with “an extension of credit made pursuant to a loan agreement” (within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code), is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of the Company, and is not a controlled foreign corporation related to the Company (within the meaning of Section 864(d)(4) of the Internal Revenue Code) and (y) an Internal Revenue Service Form W-8 or successor applicable form;

(ii)    shall deliver to the Company and the Administrative Agent two further copies of any such form or certification after the occurrence of any event requiring a change to the information contained in the most recent form previously delivered by it to the Company; and

(iii)    shall obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by any Borrower or the Administrative Agent;

(i)    if a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate as in effect from time to time as interest accrues, plus (B) the Applicable Margin;

(ii)    if a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the Applicable Margin in effect from time during such Eurodollar Interest Period, plus (C) any additional interest due pursuant to clause (iii) hereof.

(iii)    As long as any Lender shall be required under the regulations of the Federal Reserve Board to maintain reserves with respect to assets or liabilities or assets consisting of or including Eurodollar Rate Loans, such Lender may require the Borrowers to pay to such Lender additional interest on the unpaid principal amount of each such Loan of such Lender, from the date of the continuation, conversion or Borrowing of such Loan until such principal amount is paid in full, at an interest rate per annum at all times equal to the remainder obtained by subtracting (A) the Eurodollar Rate for the Interest Period for such Loan from (B) the rate obtained by dividing the Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable with respect to such Eurodollar Rate Loan. Any Lender wishing to require payment of such additional interest shall determine the amount of such additional interest and notify the Borrowers through the Administrative Agent of such requirement, which notification shall include a certificate from such Lender describing the calculation of the amount of such additional interest in reasonable detail. Such certificate shall be conclusive and binding for all purposes, absent manifest error.

(ii)    Interest accrued on each Eurodollar Rate Loan shall be payable in arrears (A) on each Eurodollar Interest Payment Date applicable to such Loan, (B) upon the payment or prepayment thereof in full or in part and (C) if not theretofore paid in full, at maturity (whether by acceleration or otherwise) of such Eurodollar Rate Loan.

(iii)    Interest accrued on the principal balance of all other Obligations shall be payable in arrears (A) on the last day of each calendar month, commencing on the first such day following the incurrence of such Obligation, (B) upon repayment thereof in full or in part and (C) if not theretofore paid in full, at the time such other Obligation becomes due and payable (whether by acceleration or otherwise).

(ii)    To convert or continue a Loan under Section 4.1(c)(i)), the Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrowers may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 4.1(c)(ii), and such notice shall be confirmed in writing delivered to the Administrative Agent promptly (but in no event later than 5:00 p.m. (New York time) on the same day). Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.1(c)(ii), (or telephonic notice in lieu thereof), the Administrative Agent shall notify each

Lender by telex or telecopy, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) shall be irrevocable, and the Borrowers shall be bound to convert or continue in accordance therewith.

(i)    subjects a Lender or an Issuing Bank (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is applicable to the Revolving Credit Commitments of the Lenders and/or the Issuing Banks to make Eurodollar Rate Loans or to issue and/or participate in Letters of Credit or changes the basis of taxation of payments to that Lender or Issuing Bank of principal, fees, interest, or any other amount payable hereunder with respect to Eurodollar Rate Loans or Letters of Credit; or

(ii)    imposes, modifies, or holds applicable, any reserve (other than reserves taken into account in calculating the Eurodollar Rate or specified in Section 4.1(a)(iii)), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Eurodollar Affiliate of that Lender or Issuing Bank;

(i)    The Borrowers may only select, as to a particular Borrowing of Eurodollar Rate Loans, a Eurodollar Interest Period of either one, two, three or six months in duration;

(ii)    In the case of immediately successive Eurodollar Interest Periods applicable to a Borrowing of Eurodollar Rate Loans, each successive Eurodollar Interest Period shall commence on the day on which the next preceding Eurodollar Interest Period expires;

(iii)    If any Eurodollar Interest Period would otherwise expire on a day which is not a Business Day, such Eurodollar Interest Period shall be extended to expire on the next succeeding Business Day if the next succeeding Business Day

occurs in the same calendar month, and if there shall be no succeeding Business Day in such calendar month, the Eurodollar Interest Period shall expire on the immediately preceding Business Day;

(iv)    The Borrowers may not select a Eurodollar Interest Period as to any Loan if such Eurodollar Interest Period terminates later than the Revolving Credit Termination Date in the case of Revolving Loans, the Initial Term Loan Maturity Date, in the case of Initial Term Loans or the Additional Term Loan Maturity Date in the case of Additional Term Loans;

(v)    The Borrowers may not select a Eurodollar Interest Period with respect to any portion of principal of a Term Loan which extends beyond a date on which a Borrower is required to make a scheduled payment of such portion of principal; and

(vi)    There shall be no more than ten (10) Eurodollar Interest Periods in effect at any one time.

(i)    the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurodollar Rate then being determined is to be fixed; or

(ii)    the Requisite Lenders advise the Administrative Agent that Dollar deposits in the principal amounts of the Eurodollar Rate Loans comprising such Borrowing are not generally available in the London interbank market for a period equal to such Eurodollar Interest Period;

(ii)    When notice is given by a Lender under Section 4.2(e)(i), (A) the Borrowers’ right to request from such Lender and such Lender’s obligation, if any, to make Eurodollar Rate Loans shall be immediately suspended, and such Lender shall make a Base Rate Loan as part of any requested Borrowing of Eurodollar Rate Loans and (B) if the affected Eurodollar Rate Loan or Loans are then outstanding, the Borrowers shall immediately, or if permitted by applicable law, no later than the date permitted thereby, upon at least one (1) Business Day’s prior written notice to the Administrative Agent and the affected Lender, convert each such Loan into a Base Rate Loan.

(iii)    If at any time after a Lender gives notice under Section 4.2(e)(i) such Lender determines that it may lawfully make Eurodollar Rate Loans, such Lender shall promptly give notice of that determination, in writing, to the Borrowers and the Administrative Agent, and the Administrative Agent shall promptly transmit the notice to each other Lender. The Borrowers’ right to request, and such Lender’s obligation, if any, to make Eurodollar Rate Loans shall thereupon be restored.

(i)    This Agreement, executed by the Requisite Lenders and all of the Initial Term Loan Lenders and all of the Additional Term Loan Lenders, and the Additional Term Loan Notes and all other agreements, documents and instruments described in the List of Closing Documents attached hereto and made a part hereof as Exhibit F, each duly executed where appropriate and in form and substance satisfactory to the Requisite Lenders; without limiting the foregoing, the Borrowers hereby direct each of their counsel referred to in such List of Closing Documents to prepare and deliver to the Agents, the Lenders and the Issuing Banks, the opinions referred to therein with respect to such counsel; and

(ii)    such additional documentation as the Administrative Agent may reasonably request.

(ii)    The execution, delivery and performance (or filing, as the case may be), of each of the Loan Documents which have been executed and to which any of the Company and its Subsidiaries is a party and the consummation of the transactions contemplated thereby, have been duly approved by each of the boards of directors and (to the extent required by law) the shareholders of the Company and its Subsidiaries, respectively, and such approvals have not been rescinded, revoked or modified in any manner. No other corporate action or proceedings on the part of the Company and its Subsidiaries is necessary to consummate such transactions.

(iii)    Each of the Loan Documents to which the Company and its Subsidiaries is a party has been duly executed, and delivered on behalf of the Company and its Subsidiaries, as the case may be, and constitutes its legal, valid and binding obligation, enforceable against such Person in accordance with its terms. No Event of Default or Default has occurred and is continuing.

(A) the operations of the Company and its Subsidiaries comply in all material respects with all applicable Environmental, Health or Safety Requirements of Law;

(B) the Company and its Subsidiaries have obtained or have taken appropriate steps, as required by Environmental, Health or Safety Requirements of Law, to obtain all environmental, health and safety Permits necessary for their respective operations, and all such Permits are in good standing and each of the Company and its Subsidiaries are currently in compliance in all material respects with all terms and conditions of such Permits;

(C) none of the Company and its Subsidiaries or any of their respective operations or present or past Property are subject to any investigation by, or any judicial or administrative proceeding, order, judgment, decree or settlement alleging or addressing (i) a material violation of any Environmental, Health or Safety Requirement of Law; (ii) any Remedial Action; or (iii) any material Claims or Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment nor has the Company or any of its Subsidiaries received any notice of the foregoing;

(D) none of the Company and its Subsidiaries is the owner or operator of any Property which has any of the following which could result in a material liability:

(i)    any past or present on-site generation, treatment, recycling, storage or disposal of any hazardous waste, as that term is defined under 40 C.F.R. Part 261 or any state equivalent;

(ii)    any past or present landfill, underground storage tank or surface impoundment;

(iii)    any asbestos-containing material; or

(iv)    any polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other Equipment;

(E) no Environmental Lien has attached to any Property of the Company or any of its Subsidiaries;

(F) there have been no Releases of any Contaminants into the environment in reportable quantities by the Company or any of its Subsidiaries;

(G) none of the Company or any of its Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminants into the environment;

(H) none of the Company or any of its Subsidiaries has sent or directly arranged for the transport of any waste to any site listed or proposed for listing on the National Priorities List (“NPL”) pursuant to CERCLA or on the Comprehensive Environmental Response Compensation Liability Information System List ( “CERCLIS”), or any similar state list;

(I) none of the Company’s or any of its Subsidiaries’ present or past Property is listed or proposed for listing on the NPL pursuant to CERCLA or on the CERCLIS or any similar state list of sites requiring Remedial Action, and the Company and its Subsidiaries are unaware of any conditions on such Property which would qualify such Property for inclusion on any such list.

(ii)    The Company has given to the Administrative Agent copies of all of the following: each Benefit Plan and related trust agreement (including all amendments to such Plan and trust) in existence or if the Company has committed to establish one or more Benefit Plans, a description of each such Benefit Plan as of the Effective Date, and the most recent summary plan description, actuarial report, determination letter issued by the IRS and Form 5500 including all schedules and attachments filed in respect of each such Benefit Plan in existence; a listing of (a) all of the Multiemployer Plans currently contributed to by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate is obligated or contemplates to be obligated, to contribute, (b) the aggregate annual amount required to be contributed by the Company and its ERISA Affiliates to each such Multiemployer Plan, (c) any information which has been provided to the Company or an ERISA Affiliate regarding the amount of current actual withdrawal liability under any Multiemployer Plan and the collective bargaining agreement pursuant to which such contribution is required to be made; and each employee welfare benefit plan within the meaning of Section 3(1) of ERISA maintained by the Company, any Subsidiary of the Company which provides benefits to employees of the Company or any Subsidiary of the Company after termination of employment other than as required by Part 6 of Title 1 of ERISA, the most recent summary plan description for each such plan and the aggregate amount of the most recent annual payments made to terminated employees under each such plan.

(ii)    Set forth in Schedule 6.01-R or Schedule 6.01-T, as the case may be, is a list, as of the Effective Date, of all material consulting agreements, executive employment agreements, executive compensation plans, deferred compensation agreements, employee pension plans or retirement plans, employee profit sharing plans, employee stock purchase and stock option plans, severance plans, group life insurance, hospitalization insurance or other employee benefit plans of the Company and its Subsidiaries providing for benefits for employees of the Company and its Subsidiaries.

(ii)    Except for Liens granted to the Administrative Agent for the benefit of the Administrative Agent, the Issuing Banks and the Lenders, none of the transactions contemplated by the Loan Documents shall impair the ownership of or rights under (or the license or other right to use, as the case may be) any permits and governmental approvals, patents, trademarks, trade names, copyrights, technology, know-how or processes by the Company or any of its Subsidiaries in any manner which shall have or is reasonably likely to have a Material Adverse Effect.

(i)    None of the Company, or any of its Subsidiaries or any of their respective Affiliates is party to any Contractual Obligation or subject to any Requirement of Law as a result of any conflict of interest by, between or among the Company, such Subsidiaries or such Affiliates or otherwise that would result in the termination of any Material Government Contract or that would impose any material limitation on the Company’s or such Subsidiary’s ability to perform such contract or to continue its business as presently conducted and proposed to be conducted.

(ii)    No payment has been made by the Company or any of its Subsidiaries, or by any Person authorized to act on their behalf, to any Person in connection with any Government Contract of the Company or any such Subsidiary, in violation of applicable United States or foreign procurement laws or regulations, United States criminal or civil laws relating to bribes or gratuities, or in violation of the Foreign Corrupt Practices Act or other Requirements of Law.

(iii)    With respect to each Government Contract (in the case of clause (A) below) and each Material Government Contract (in the case of clauses (B) and (C) below) to which the Company or any of its Subsidiaries is a party: (A) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract were complete and correct in all material respects as of their effective date, and the Company and each such Subsidiary have complied in all material respects with all such representations and certifications; (B) neither the United States Government nor any prime contractor, subcontractor or other Person has notified the Company or any such Subsidiary, either orally or in writing, that the Company or such Subsidiary has breached or violated any material Requirement of Law, or any material certificate, representation, clause, provision or requirement pertaining to such Government Contract; and (C) no termination for default has occurred within the last five (5) years and no cure notice or show cause notice is currently in effect pertaining to such Government Contract.

(iv)    (A) None of the Company or any of its Subsidiaries or any of their respective directors, officers or employees is (or during the last five (5) years has been) under administrative, civil or criminal investigation or indictment by any Governmental Authority, with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract; and (B) during the last five (5) years, none of the Company or any of its Subsidiaries has conducted or initiated any internal investigation or made a voluntary disclosure to the United States Government, with respect to any alleged material irregularity, misstatement or omission arising under or relating to a Government Contract, except (with respect to such matters occurring after the Effective Date) as disclosed to the Lenders.

(v)    There exist (A) no outstanding material claims against the Company or any of its Subsidiaries in excess of $10,000,000, either by the United States Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Material Government Contract; and (B) no material disputes between the Company or any of its Subsidiaries and the United States Government under the Contract Disputes Act or any other Federal statute or between the Company or any of its Subsidiaries and any prime contractor, subcontractor or vendor arising under or relating to any such Government Contract that could reasonably be expected to result in a liability in excess of $10,000,000.

(vi)    None of the Company or any of its Subsidiaries or any of their respective directors, officers or employees is (or during the last five (5) years has been) suspended or debarred from doing business with the United States Government or is (or during such period was) the subject of a finding of nonresponsibility or ineligibility for United States Government contracting.

(i)    within ten (10) Business Days after any Borrower or any ERISA Affiliate knows or has reason to know that a Termination Event has occurred, a written statement of the chief financial officer of such Borrower describing such Termination Event and the action, if any, which such Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto;

(ii)    within ten (10) Business Days after any Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and 4975 of the Internal Revenue Code) has occurred that could reasonably be expected to result in excise tax liability in excess of $1,000,000, a statement of the chief financial officer of such Borrower describing such transaction and the action which such Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto;

(iii)    within ten (10) Business Days after filing thereof with the DOL, IRS, or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with the IRS with respect to each Benefit Plan (or notice to the Administrative Agent that copies of such report are available to the Administrative Agent and the Lenders upon their request therefor);

(iv)    within ten (10) Business Days after receipt by any Borrower or any ERISA Affiliate of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report (or notice to the Administrative Agent that copies of such report are available to the Administrative Agent and the Lenders upon their request therefor);

(v)    within ten (10) Business Days after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by any Borrower or any ERISA Affiliate with respect to such request;

(vi)    within ten (10) Business Days after the occurrence thereof, notification of any increase in the benefits of any existing Benefit Plan or the establishment of any new Benefit Plan or the commencement of contributions to any Benefit Plan to which any Borrower or any ERISA Affiliate was not previously contributing;

(vii)    within ten (10) Business Days after receipt by any Borrower or any ERISA Affiliate of the PBGC’s intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice;

(viii)    within ten (10) Business Days after receipt by any Borrower or any ERISA Affiliate of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter;

(ix)    within ten (10) Business Days after receipt by any Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice;

(x)    within ten (10) Business Days after any Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure;

(xi)    within ten (10) Business Days after any Borrower or any ERISA Affiliate knows or has reason to know (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan or (c) the PBGC has instituted or shall institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan;

(xii)    within ten (10) Business Days after receipt by any Borrower of a written notice from the Administrative Agent, copies of any Foreign Employee Benefit Plan and related documents, reports and correspondence as requested by the Lenders in such notice; and

(xiii)    within ten (10) Business Days after any Borrower or any ERISA Affiliate has amended a Benefit Plan, resulting in an increase in current liability for the plan year such that such Borrower or any ERISA Affiliate is required to provide security under Section 401(a)(29) of the Internal Revenue Code, copies of such amendment.

(i)    notice or claim by a Governmental Authority or any third party to the effect that a Borrower or any of such Borrower’s Subsidiaries is or may be liable to any Person, or is subject to an investigation by a Governmental Authority, relating to a material Release or threatened Release of any Contaminant into the environment;

(ii)    notice that any Property of a Borrower or any of such Borrower’s Subsidiaries is subject to an Environmental Lien;

(iii)    commencement or threat of any judicial or administrative proceeding alleging a material violation by a Borrower or any of such Borrower’s Subsidiaries of any Environmental, Health or Safety Requirement of Law;

(iv)    new and material changes to any existing Environmental, Health or Safety Requirement of Law that would or could reasonably be expected to have a Material Adverse Effect; or

(v)    any intent to execute an agreement, letter of intent or commitment to acquire stock, assets or real estate, or to lease property, or to take any other action by a Borrower or any of its Subsidiaries that would subject such Borrower or any of such Borrower’s Subsidiaries to environmental, health or safety Liabilities and Costs that would or could reasonably be expected to have a Material Adverse Effect.

(a)    the Obligations (but excluding, unless permitted pursuant to Section 9.1(h), Interest Rate Contracts and foreign exchange contracts);

(b)     Indebtedness in respect of Transaction Costs;

(c)     Permitted Existing Indebtedness;

(d)     Indebtedness constituting Accommodation Obligations permitted by Section 9.5;

(e)     Indebtedness in respect of Capital Leases and purchase money Indebtedness incurred by a Borrower or a Restricted Subsidiary to finance the acquisition of fixed assets in an outstanding principal amount not to exceed $25,000,000 in the aggregate at any time, and Indebtedness incurred by a Borrower or a Restricted Subsidiary to refinance such Capital Leases and purchase money Indebtedness; provided, however, that the Capital Expenditure related thereto is otherwise permitted by Section 10.5;

(f)     Indebtedness under (i) appeal bonds in connection with judgments which do not result in an Event of Default or Default or any other breach hereunder and (ii) surety, performance and bid bonds acquired in the ordinary course of business;

(g)     Indebtedness arising from intercompany loans (i) from the Company to any Subsidiary of the Company that is a Loan Party (other than an Immaterial Subsidiary Guarantor) or from any such Loan Party to the Company or any other such Loan Party and (ii) from the Loan Parties (other than from Immaterial Subsidiary Guarantors) to other Subsidiaries of the Company that are Immaterial Subsidiary Guarantors or that are not Loan Parties and to Permitted Joint Ventures to the extent the Investment by the Loan Parties (other than Immaterial Subsidiary Guarantors) in such loans is permitted pursuant to Section 9.4(d)(iii);

(h)     Indebtedness in respect of Interest Rate Contracts and in respect of foreign exchange contracts so long as (i) the Indebtedness thereunder receives “hedge accounting” treatment in accordance with the regulations promulgated by the Commission and staff interpretations thereof and (ii) such Interest Rate Contracts and foreign exchange contracts are not entered into for speculative purposes; and

(i)     Permitted Subordinated Indebtedness incurred pursuant to clauses (i), (iii) and (iv) of the definition thereof;

(j)     Indebtedness (i) in respect of earn-outs incurred in connection with Permitted Acquisitions and (ii) assumed or otherwise incurred in connection with Permitted Acquisitions in an principal amount not to exceed $25,000,000 in the aggregate at any time; provided, however, that any such Indebtedness in excess of a principal amount of $12,500,000 incurred pursuant to this clause (ii) shall be subordinated to the obligations on terms satisfactory to the Agents, and is otherwise on terms acceptable to the Agents; and

(k)     Unsecured Indebtedness not otherwise permitted under this Section 9.1 in an outstanding principal amount not to exceed $5,000,000 in the aggregate at any time.

(a)    the sale of inventory in the ordinary course of business;

(b)    sales of assets outside of the ordinary course of business or sales of equipment that is obsolete or no longer useful in the ordinary course of such Borrower’s or such Subsidiary’s business not in excess of $5,000,000 in the aggregate in any Fiscal Year;

(c)     assignments and licenses of intellectual property of such Borrower in the ordinary course of business; and

(d)    sales of assets pursuant to Sale and Leaseback Transactions permitted pursuant to Section 9.10(a).

(a)    Liens created by the Loan Documents;

(b)     Permitted Existing Liens;

(c)     Customary Permitted Liens;

(d)     purchase money Liens granted by such Borrower (including the interest of a lessor under a Capital Lease and Liens to which any Property is subject at the time of such Borrower’s acquisition thereof) securing Indebtedness permitted under Section 9.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such lease;

(e)    any attachment or judgment Lien the existence of which does not constitute an Event of Default under Section 11.1(h); and

(f)    Liens on the assets of Roche Ltee Groupe Counseil securing Indebtedness permitted under Section 9.1(j)(ii); provided, however, that such Indebtedness does not exceed a principal amount of CN$2,000,000 at any time.

(a)     Investments in Cash Collateral pledged to the Administrative Agent or deposited in the Concentration Account in accordance with the terms hereof;

(b)     Permitted Existing Investments;

(c)     Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

(d)     Investments by (i) the Company in any Subsidiary of the Company that is a Loan Party (other than an Immaterial Subsidiary Guarantor) or by any such Loan Party in the Company or in any other such Loan Party, (ii) the Loan Parties (other than the Immaterial Subsidiary Guarantors) in connection with a Permitted Acquisition and (iii) the Loan Parties (other than the Immaterial Subsidiary Guarantors) in other Subsidiaries of the Company that are Immaterial Subsidiary Guarantors or that are not Loan Parties or in Permitted Joint Ventures, which Investments shall not cause (together with any Accommodation Obligations made pursuant to Section 9.5(d) and any Permitted Acquisitions made pursuant to clause (iii) of the definition thereof) the Maximum Subsidiary/Joint Venture Investment Amount to exceed $40,000,000 in the aggregate at any time; and

(e)     Investments in Cash Equivalents held in a securities account of the Administrative Agent or another financial institution; provided, however, that the Administrative Agent shall have obtained a first priority Lien on such securities account and the financial assets contained therein.

(a)     Permitted Existing Accommodation Obligations;

(b)     Accommodation Obligations arising under the Loan Documents and the other Transaction Documents (as defined in the Original Credit Agreement);

(c)     obligations, warranties and indemnities, not with respect to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Borrowers or any of the Borrowers’ Subsidiaries;

(d)     Accommodation Obligations of (i) the Company in respect of any Subsidiary of the Company that is a Loan Party (other than an Immaterial Subsidiary Guarantor) or of any such Loan Party in respect of the Company or any other such Loan Party or (ii) the Loan Parties (other than the Immaterial Subsidiary Guarantors) in respect of any other Subsidiary of the Company that is an Immaterial Subsidiary Guarantor or that is not a Loan Party or of any Permitted Joint Venture, which Accommodation Obligations shall not cause (together with any Investments made pursuant to Section 9.4(d) and any Permitted Acquisitions made pursuant to clause (iii) of the definition thereof) the Maximum Subsidiary/Joint Venture Investment Amount to exceed $40,000,000 in the aggregate at any time; and

(e)     Accommodation Obligations of any Subsidiary of such Borrower in respect of obligations of such Borrower.

(a)     regularly scheduled cash dividends on the Preferred Stock;

(b)     regularly scheduled payments of interest and principal (and payments in respect of fractional shares and other cash payments required to be paid upon conversion of the 8% Debentures into Company Common Stock) and on the Permitted Subordinated Indebtedness if such payments are permitted to be made pursuant to the terms of such Permitted Subordinated Indebtedness;

Fiscal Year		Maximum Annual Rents
For Fiscal Year 1999		$45,000,000
For Fiscal Year 2000		$47,000,000
For Fiscal Year 2001		$52,000,000
For Fiscal Year 2002		$55,000,000
For Fiscal Years 2003 and for each Fiscal Year thereafter		$57,000,000

(a)    engage, or permit any Subsidiary to engage, in any prohibited transaction described in Sections 406 of ERISA or 4975 of the Internal Revenue Code for which a statutory or class exemption is not available or a private exemption has not been previously obtained from the DOL;

(b)     terminate, or permit any ERISA Affiliate to terminate, any Benefit Plan which would result in any liability of such Borrower or any ERISA Affiliate under Title IV of ERISA in excess of $1,000,000;

(c)    fail to make any contribution or payment to any Multiemployer Plan which such Borrower or any Subsidiary or any ERISA Affiliate may be required to make under any agreement relating to such Multiemployer Plan, or any law pertaining thereto;

(d)    fail, or permit any ERISA Affiliate to fail, to timely pay contributions or installments required under Section 412 of the Internal Revenue Code or due with respect to any waived funding deficiency with respect to any Benefit Plan;

(e)    amend, or permit any Subsidiary or any ERISA Affiliate to amend, a Benefit Plan resulting in an increase in current liability for the plan year such that Borrower or any Subsidiary or any ERISA Affiliate is required to provide security to such Benefit Plan under Section 401(a)(29) of the Internal Revenue Code;

(f)    permit any unfunded liabilities with respect to any Foreign Pension Plan; or

(g)    fail, or permit any Subsidiary or any ERISA Affiliate to fail, to pay any required contributions or payments to a Foreign Pension Plan on or before the due date for such required installment or payment.

---

Period		Minimum
The last day of the Third Fiscal Quarter of Fiscal Year 1999 to the last day of the Fourth Fiscal Quarter of Fiscal Year 1999		$223,000,000
The last day of the Fourth Fiscal Quarter of Fiscal Year 1999 to the last day of the First Fiscal Quarter of Fiscal Year 2000		$228,000,000
The last day of the First Fiscal Quarter of Fiscal Year 2000 to the last day of the Second Fiscal Quarter of Fiscal Year 2000		$232,000,000
The last day of the Second Fiscal Quarter of the Fiscal Year 2000 to the last day of the Third Fiscal Quarter of Fiscal Year 2000		$236,000,000
The last day of the Third Fiscal Quarter of the Fiscal Year 2000 to the last day of the Fourth Fiscal Quarter of Fiscal Year 2000		$243,000,000
The last day of the Fourth Fiscal Quarter of Fiscal Year 2000 to the last day of the First Fiscal Quarter of Fiscal Year 2001		$249,000,000
The last day of the First Fiscal Quarter of Fiscal Year 2001 to the last day of the Second Fiscal Quarter of Fiscal Year 2001		$254,000,000
The last day of the Second Fiscal Quarter of the Fiscal Year 2001 to the last day of the Third Fiscal Quarter of Fiscal Year 2001		$259,000,000
The last day of the Third Fiscal Quarter of the Fiscal Year 2001 to the last day of the Fourth Fiscal Quarter of Fiscal Year 2001		$267,000,000
The last day of the Fourth Fiscal Quarter of Fiscal Year 2001 to the last day of the First Fiscal Quarter of Fiscal Year 2002		$274,000,000
The last day of the First Fiscal Quarter of Fiscal Year 2002 to the last day of the Second Fiscal Quarter of Fiscal Year 2002		$281,000,000
The last day of the Second Fiscal Quarter of the Fiscal Year 2002 to the last day of the Third Fiscal Quarter of Fiscal Year 2002		$287,000,000
The last day of the Third Fiscal Quarter of the Fiscal Year 2002 to the last day of the Fourth Fiscal Quarter of Fiscal Year 2002		$296,000,000
The last day of the Fourth Fiscal Quarter of Fiscal Year 2002 to the last day of the First Fiscal Quarter of Fiscal Year 2003		$306,000,000
The last day of the First Fiscal Quarter of Fiscal Year 2003 to the last day of the Second Fiscal Quarter of Fiscal Year 2003		$314,000,000
The last day of the Second Fiscal Quarter of Fiscal Year 2003 to the last day of the Third Fiscal Quarter of Fiscal Year 2003		$321,000,000

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Period		Minimum
The last day of the Third Fiscal Quarter of Fiscal Year 2003 to the last day of the Fourth Fiscal Quarter of Fiscal Year 2003		$333,000,000
The last day of the Fourth Fiscal Quarter of Fiscal Year 2003 to the last day of the First Quarter of Fiscal Year 2004		$344,000,000
The last day of the First Fiscal Quarter of Fiscal Year 2004 to the last day of the Second Fiscal Quarter of Fiscal Year 2004		$353,000,000
The last day of the Second Fiscal Quarter of the Fiscal Year 2004 to the last day of the Third Fiscal Quarter of Fiscal Year 2004		$361,000,000
The last day of the Third Fiscal Quarter of Fiscal Year 2004 to the last day of the Fourth Fiscal Quarter of Fiscal Year 2004		$373,000,000
The last day of the Fourth Fiscal Quarter of Fiscal Year 2004 to the last day of the First Fiscal Quarter of Fiscal Year 2005		$386,000,000
The last day of the First Fiscal Quarter of Fiscal Year 2005 to the last day of the Second Fiscal Quarter of Fiscal Year 2005		$396,000,000
The last day of the Second Fiscal Quarter of Fiscal Year 2005 to the last day of the Third Fiscal Quarter of Fiscal Year 2005		$406,000,000
The last day of the Third Fiscal Quarter of the Fiscal Year 2005 to the last day of the Fourth Fiscal Quarter of Fiscal Year 2005		$420,000,000
The last day of the Fourth Fiscal Quarter of Fiscal Year 2005 to the last day of the First Fiscal Quarter of Fiscal Year 2006		$435,000,000
From and after the last day of the First Fiscal Quarter of Fiscal Year 2006		$438,000,000

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Fiscal  Quarter		Minimum  Ratio
For the First Fiscal Quarter of Fiscal Year 2000		1.30 to 1.0
For the Second Fiscal Quarter of Fiscal Year 2000		1.30 to 1.0
For the Third Fiscal Quarter of Fiscal Year 2000		1.30 to 1.0
For the Fourth Fiscal Quarter of Fiscal Year 2000		1.30 to 1.0
For the First Fiscal Quarter of Fiscal Year 2001		1.30 to 1.0

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Fiscal  Quarter		Minimum  Ratio
For the Second Fiscal Quarter of Fiscal Year 2001		1.30 to 1.0
For the Third Fiscal Quarter of Fiscal Year 2001		1.40 to 1.0
For the Fourth Fiscal Quarter of Fiscal Year 2001		1.40 to 1.0
For the First Fiscal Quarter of Fiscal Year 2002		1.45 to 1.0
For the Second Fiscal Quarter of Fiscal Year 2002		1.50 to 1.0
For the Third Fiscal Quarter of Fiscal Year 2002		1.50 to 1.0
For the Fourth Fiscal Quarter of Fiscal Year 2002		1.60 to 1.0
For the First Fiscal Quarter of Fiscal Year 2003		1.60 to 1.0
For the Second Fiscal Quarter of Fiscal Year 2003		1.70 to 1.0
For the Third Fiscal Quarter of Fiscal Year 2003		1.75 to 1.0
For the Fourth Fiscal Quarter of Fiscal Year 2003		1.85 to 1.0
For the First Fiscal Quarter of Fiscal Year 2004		1.90 to 1.0
For the Second Fiscal Quarter of Fiscal Year 2004		2.00 to 1.0
For the Third Fiscal Quarter of Fiscal Year 2004 and for each Fiscal Quarter thereafter		1.00 to 1.0

---

Fiscal  Quarter		Minimum  Ratio
For the First Fiscal Quarter of Fiscal Year 2000		2.10 to 1.0
For the Second Fiscal Quarter of Fiscal Year 2000		2.10 to 1.0
For the Third Fiscal Quarter of Fiscal Year 2000		2.10 to 1.0
For the Fourth Fiscal Quarter of Fiscal Year 2000		2.20 to 1.0
For the First Fiscal Quarter of Fiscal Year 2001		2.20 to 1.0
For the Second Fiscal Quarter of Fiscal Year 2001		2.25 to 1.0
For the Third Fiscal Quarter of Fiscal Year 2001		2.30 to 1.0
For the Fourth Fiscal Quarter of Fiscal Year 2001		2.35 to 1.0
For First Fiscal Quarter of Fiscal Year 2002		2.40 to 1.0
For Second Fiscal Quarter of Fiscal Year 2002		2.50 to 1.0
For Third Fiscal Quarter of Fiscal Year 2002		2.60 to 1.0
For Fourth Fiscal Quarter of Fiscal Year 2002		2.60 to 1.0

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Fiscal  Quarter		Minimum  Ratio
For First Fiscal Quarter of Fiscal Year 2003		2.70 to 1.0
For Second Fiscal Quarter of Fiscal Year 2003		2.80 to 1.0
For Third Fiscal Quarter of Fiscal Year 2003		2.90 to 1.0
For Fourth Fiscal Quarter of Fiscal Year 2003		3.10 to 1.0
For First Fiscal Quarter of Fiscal Year 2004		3.20 to 1.0
For Second Fiscal Quarter of Fiscal Year 2004		3.30 to 1.0
For Third Fiscal Quarter of Fiscal Year 2004 and for each Fiscal Quarter thereafter		3.50 to 1.0

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Fiscal  Quarter		Maximum  Ratio
For First Fiscal Quarter of Fiscal Year 2000		4.75 to 1.0
For Second Fiscal Quarter of Fiscal Year 2000		4.75 to 1.0
For Third Fiscal Quarter of Fiscal Year 2000		4.70 to 1.0
For Fourth Fiscal Quarter of Fiscal Year 2000		4.50 to 1.0
For First Fiscal Quarter of Fiscal Year 2001		4.50 to 1.0
For Second Fiscal Quarter of Fiscal Year 2001		4.40 to 1.0
For Third Fiscal Quarter of Fiscal Year 2001		4.20 to 1.0
For Fourth Fiscal Quarter of Fiscal Year 2001		4.00 to 1.0
For First Fiscal Quarter of Fiscal Year 2002		3.90 to 1.0
For Second Fiscal Quarter of Fiscal Year 2002		3.80 to 1.0
For Third Fiscal Quarter of Fiscal Year 2002		3.60 to 1.0
For Fourth Fiscal Quarter of Fiscal Year 2002		3.50 to 1.0
For First Fiscal Quarter of Fiscal Year 2003		3.40 to 1.0
For Second Fiscal Quarter of Fiscal Year 2003		3.30 to 1.0
For Third Fiscal Quarter of Fiscal Year 2003		3.20 to 1.0
For Fourth Fiscal Quarter of Fiscal Year 2003		3.00 to 1.0
For First Fiscal Quarter of Fiscal Year 2004		2.90 to 1.0

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Fiscal  Quarter		Maximum  Ratio
For Second Fiscal Quarter of Fiscal Year 2004		2.80 to 1.0
For Third Fiscal Quarter of Fiscal Year 2004		2.70 to 1.0
For Fourth Fiscal Quarter of Fiscal Year 2004 and each Fiscal Quarter thereafter		2.50 to 1.0

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Fiscal  Year		Maximum  Capital Expenditures
For Fiscal Year 2000		$25,000,000
For Fiscal Year 2001		$21,000,000
For Fiscal Year 2002		$21,000,000
For Fiscal Year 2003		$23,000,000
For Fiscal Year 2004		$25,000,000
For Fiscal Year 2005		$25,000,000
For Fiscal Year 2006		$27,000,000
For Fiscal Year 2007		$27,000,000

(i)    An involuntary case shall be commenced against a Borrower or any of the Borrowers’ Restricted Subsidiaries and the petition shall not be dismissed, stayed, bonded or discharged within sixty (60) days after commencement of the case; or a court having jurisdiction in the premises shall enter a decree or order for relief in respect of a Borrower or any of the Borrowers’ Restricted Subsidiaries in an involuntary case, under any applicable bankruptcy, insolvency or other similar law now or hereinafter in effect; or any other similar relief shall be granted under any applicable federal, state, local or foreign law.

(ii)    A decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over a Borrower or any of the Borrowers ’ Restricted Subsidiaries or over all or a substantial part of the Property of a Borrower or any of the Borrowers’ Restricted Subsidiaries shall be entered; or an interim receiver, trustee or other custodian of a Borrower or any of the Borrowers’ Restricted Subsidiaries or of all or a substantial part of the property of a Borrower or any of the Borrowers’ Restricted Subsidiaries shall be appointed or a warrant of attachment, execution or similar process against any substantial part of the property of a Borrower or any of the Borrowers ’ Restricted Subsidiaries shall be issued and any such event shall not be stayed, dismissed, bonded or discharged within sixty (60) days after entry, appointment or issuance.

(A)    against all of the Collateral, upon final payment in full of the Obligations and termination hereof;

(B)    against any part of the Collateral sold or disposed of by a Loan Party if such sale or disposition is permitted by Section 9.2 (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by such Section) or, if not pursuant to such sale or disposition, against Collateral with a book value of up to $25,000,000 if such release is consented to by the Requisite Lenders or any part of the Collateral in excess of such amount, if such release is consented to by all the Lenders.

(ii)    Each of the Lenders and the Issuing Banks hereby directs the Administrative Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be

released pursuant to this Section 12.9(c) promptly upon the effectiveness of any such release.

(i) waiver of any of the conditions with respect to the Term Loans or Revolving Loans, as the case may be, specified in Section 5.1 (Conditions Precedent to the Additional Term Loans, the Revolving Loans Made and Letters of Credit Issued on the Effective Date) or Section 5.2 (Conditions Precedent to All Subsequent Revolving Loans, Swing Loans and Letters of Credit) (except with respect to a condition based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders),

(ii) increases in the amount of the Loans or any of the Commitments of such Lender,

(iii) reduction of the principal of, rate or amount of interest on the Term Loans, Revolving Loans or Reimbursement Obligations or any fees or other amounts payable to such Lender, as the case may be (other than by the payment or prepayment thereof),

(iv) postponement of any date fixed for any payment of principal of, or interest on, the Term Loans, Revolving Loans or Reimbursement Obligations or any fees or other amounts payable to such Lender (except with respect to Section 3.1(b) (Mandatory Prepayment of Loans) and Section 3.1(c) (Mandatory Prepayment of Revolving Credit Obligations)), and

(v) postponement of any date fixed for, or change in order of application of, any mandatory prepayment or repayment made pursuant to Section 3.1(b) (Mandatory Prepayment of Loans) or Section 3.1(c) (Mandatory Prepayment of Revolving Credit Obligations).

(ii)    EACH OF THE BORROWERS AGREES THAT THE ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO PROCEED AGAINST THE BORROWERS OR THEIR RESPECTIVE PROPERTY IN A COURT IN ANY LOCATION TO ENABLE THE ADMINISTRATIVE AGENT, THE AGENTS, THE ISSUING BANKS AND THE LENDERS TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF THE ADMINISTRATIVE AGENT, ANY AGENT, ANY ISSUING BANK OR ANY LENDER. EACH OF THE BORROWERS WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH THE ADMINISTRATIVE AGENT, ANY AGENTS, ANY ISSUING BANK OR ANY LENDER MAY COMMENCE A PROCEEDING DESCRIBED IN THIS SECTION.