Exhibit 10.26

EXECUTION COPY

$50,000,000

CREDIT AGREEMENT,

dated as of December 18, 2013,

among

LANNETT COMPANY, INC.,

as the Borrower,

CERTAIN FINANCIAL INSTITUTIONS,

as the Lenders,

and

CITIBANK, N.A.,

as Administrative Agent

TABLE OF CONTENTS

i

ii

iii

iv

v

SCHEDULES

i

CREDIT AGREEMENT

CREDIT AGREEMENT , dated as of December 18, 2013 among LANNETT COMPANY, INC., a Delaware corporation (the “ Borrower ”), the various financial institutions as are, or may from time to time become, parties hereto (collectively, the “ Lenders ”), and CITIBANK, N.A., a national banking association (“ Citibank ”), as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lenders.

W I T N E S S E T H:

WHEREAS , the Borrower is engaged in the business of manufacturing and distributing generic pharmaceuticals; and

WHEREAS , the Borrower desires to obtain from the Lenders Revolving Loan Commitments pursuant to which (a) Revolving Loans will be made by the Revolving Lenders from time to time in an aggregate principal amount at any one time outstanding not to exceed the Revolving Loan Commitment Amount, (b) Letters of Credit will be issued by each L/C Issuer from time to time in a maximum aggregate principal amount at any one time outstanding not to exceed the Letter of Credit Commitment Amount and (c) Swing Line Loans will be made by the Swing Line Lender in an aggregate principal amount at any one time outstanding not to exceed the Swing Line Loan Commitment Amount; provided, however,  that, in any event, the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans, together with the aggregate amount of all Letter of Credit Outstandings, shall not at any one time exceed the Revolving Loan Commitment Amount; and

WHEREAS , the Lenders are willing, on the terms and subject to the conditions hereinafter set forth (including Article 5 ), to extend such Commitments, make such Loans and issue (or participate in) Letters of Credit, in each case for the account of the Borrower;

NOW, THEREFORE , the parties hereto hereby agree as follows:

ARTICLE 1
DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1                   Defined Terms .  The following terms when used in this Agreement, including its preamble and recitals, shall, except where the context otherwise requires, have the following meanings:

“ Account ” means any “account” (as defined in Section 9-102(a)(2)(i) or 9-102(a)(2)(ii) of the U.C.C.) of any Person.

“ Accounting Change ” is defined in Section 1.4(b) .

“ Adjusted EBITDA ” means, for any period and as of any date of determination, calculated on a Pro Forma Basis, as applicable, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Net Income for such period plus (a) the following to the extent deducted in calculating such Net Income: (i) Interest Expense for such period, (ii) the provision for United States federal, state, local and foreign income taxes for such period, (iii) depreciation and amortization expense, (iv) all non-cash expenses related to stock-based compensation and other employee benefit programs, (v) extraordinary, non-operating, or non-recurring expenses or losses of Borrower and its Subsidiaries, including, but not limited to, the $20,100,000 charge recorded during the Fiscal Quarter ended September 30, 2013 related to the extension of the JSP Contract, (vi) expenses created by contingent consideration or transaction costs or restructuring programs related to business combinations or acquisitions; provided , however , that any adjustments made to Adjusted EBITDA for items (v) and (vi) which require a cash payment shall, in the aggregate, be limited to 15% of Adjusted EBITDA (calculated as follows: the total amount of such addbacks in the numerator divided by the Adjusted EBITDA number inclusive of the proposed amount of

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such addbacks in the denominator) during any Rolling Period, and (vii) non-cash losses related to changes in fair value, and minus (b) the following to the extent included in calculating such Net Income: (i) interest income, (ii) extraordinary, non-operating or non-recurring income or gains, (iii) United States federal, state, local and foreign income tax benefits for such period, (iv) non-cash gains related to changes in fair value and (v) adjustments to income created by contingent consideration related to a business combination or acquisition.

“ Adjusted Eurodollar Rate ” means, for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum obtained by dividing (rounded upwards to the next nearest 1/100 of 1%) (a) the rate per annum equal to the rate determined by the Administrative Agent to be the London Interbank Offered Rate (“ LIBOR ”) or a comparable or successor rate, obtained through a nationally recognized service such as Dow Jones Market Service (Telerate), Bloomberg Professional Service Page or Reuters, and any successor or substitute page of each such service, providing rate quotations comparable to those currently provided on each such page of each such service for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m.  (London, England time) two Business Days prior to the first day of such Interest Period, and (b) an amount equal to (i) one minus (ii) the Eurodollar Reserve Requirement; provided , however , that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied to the applicable Interest Period in a manner consistent with market practice; provided , further , however , that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied to the applicable Interest Period as otherwise reasonably determined by the Administrative Agent.

“ Administrative Agent ” is defined in the preamble and includes each successor Administrative Agent pursuant to Section 9.5 .

“ Affiliate ” of any Person means: (a) each of such Person’s officers, directors, joint venturers and partners; and (b) any other Person which, directly or indirectly, controls, is controlled by or is under common control with such Person (excluding any trustee under, or any committee with responsibility for administering, any Title IV Plan).  A Person shall be deemed to be “controlled by” any other Person if such other Person possesses, directly or indirectly, power, (i) to vote 10% or more of the Equity Interests (on a fully diluted basis) having ordinary voting power for the election of directors or managing general partners; or (ii) to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Agent Parties ” is defined in Section 9.8(b) .

“ Agreement ” means this Credit Agreement, as it may be amended, modified or supplemented from time to time.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the highest of: (a) the Prime Rate; (b) 0.50% per annum plus the Federal Funds Effective Rate for such period; and (c) the sum (rounded up to the nearest whole multiple of 1/100 of 1%) of (i) 2.00% per annum plus (ii) the Adjusted Eurodollar Rate from time to time (based on the 1 month Interest Period as then in effect).  If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, the Alternate Base Rate shall be determined without regard to clause (b)  of the first sentence of this definition, as appropriate, until the circumstances giving rise to such inability no longer exist.  Any change in the Alternate Base Rate due to a change in the calculation thereof by the Administrative Agent shall be effective on the effective date of such change and without the necessity of notice being provided to the Borrower or any other Person.

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“ Anti-Corruption Law ” means each of (a) the United States Foreign Corrupt Practices Act of 1977, (b) the Corruption of Foreign Public Officials Act, (c) the Bribery Act of 2010 and (d) and any Laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, in each case as amended, supplemented or replaced from time to time.

“ Applicable Margin ” means (a) with respect to the unpaid principal amount of each Base Rate Loan, the applicable percentage set forth below in the column entitled “Applicable Margin for Base Rate Loans”; and (b) with respect to the unpaid principal amount of each Eurodollar Rate Loan, the applicable percentage set forth below in the column entitled “Applicable Margin for Eurodollar Rate Loans”.

The Leverage Ratio used to compute the Applicable Margin shall be the Leverage Ratio set forth in the Compliance Certificate most recently delivered by the Borrower to the Administrative Agent pursuant to Section 7.1.1(c) ; changes in the Applicable Margin resulting from a change in the Leverage Ratio shall become effective on the first day of the month following delivery by the Borrower to the Administrative Agent of a new Compliance Certificate pursuant to Section 7.1.1(c) .  If the Borrower shall fail to deliver a Compliance Certificate as and when required pursuant to Section 7.1.1(c) , the Applicable Margin from and including the date of such required delivery to but not including the date the Borrower delivers to the Administrative Agent such Compliance Certificate shall conclusively be presumed to equal the relevant Applicable Margin set forth at Level IV above.  In the event that (i) any financial statement delivered pursuant to Section 7.1.1(a)  or (b)  or any Compliance Certificate delivered by the Borrower is shown to be inaccurate and (ii) such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period than the Applicable Margin applied for such period, then (A) the Borrower shall promptly (and, in any event, within three Business Days thereafter) deliver to the Administrative Agent a corrected Compliance Certificate for such period, (B) the Applicable Margin for such period shall be the Applicable Margin pertaining to such corrected level, and (C) the Borrower shall immediately pay to the Administrative Agent the accrued additional interest owing as a result of the application of such increased Applicable Margin for such period.  The Applicable Margin shall be automatically increased to the Applicable Margin set forth in Level IV above during all periods of time in which any Default or Event of Default has occurred and is continuing.  Subject to the two preceding sentences, until the first Compliance Certificate is delivered as provided in Section 7.1.1(c)  after the Effective Date, the Applicable Margin shall conclusively be presumed to equal the relevant Applicable Margin set forth in Level I above.

“ Approved Fund ” means any Person (other than a natural Person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

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“ Assignment and Assumption ” means the Assignment and Assumption substantially in the form of Exhibit D attached hereto.

“ Authorized Officer ” means, relative to any Loan Party, each Financial Officer and other officers of such Loan Party whose signatures and incumbency shall have been certified to the Administrative Agent and the Lenders pursuant to Section 5.1.2(c) , as such certificate may be updated from time to time.

“ Base Rate Loan ” means a Loan bearing interest at a fluctuating interest rate determined by reference to the Alternate Base Rate.

“ Bedrosian ” means Arthur P. Bedrosian.

“ Beneficial Owner ” means, as to any U.S. Federal Income Tax, the Person who is treated as the taxpayer under Section 871(a) or 881(a) of the Code, as applicable, or any successor provision, if such Person is not the Recipient.

“ Benefit Plan ” means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise) to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.

“ Borrower ” is defined in the preamble .

“ Borrowing ” means the Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period, made by all Lenders on the same Business Day and pursuant to the same Borrowing Request in accordance with Section 2.4 .

“ Borrowing Request ” means a Borrowing Request, duly executed by an Authorized Officer of the Borrower, in substantially the form of Exhibit C-1 attached hereto.

“ Business Day ” means (a) any day on which the Administrative Agent is open for business and is neither a Saturday or Sunday nor a legal holiday on which banks are authorized or required to be closed in New York, New York; and (b) relative to the making, continuing, conversion into, prepaying or repaying of any Eurodollar Rate Loan, any day which is a Business Day described in clause (a)  above and which is also a day on which dealings in Dollars are carried on in the interbank eurodollar market.

“ Capital Expenditures ” means, for any period, the sum (without duplication) of (a) the aggregate amount of all expenditures of the Borrower and its Subsidiaries for fixed or capital assets or additions to plant, property or equipment (including replacements and capitalized repairs) made during such period which, in accordance with GAAP, would be classified as capital expenditures; and (b) the aggregate amount of all Capitalized Lease Liabilities payments during such period; provided , however , that Capital Expenditures shall not include the amount of Net Disposition Proceeds or Net Insurance Proceeds reinvested in accordance with Section 3.1.2(e) .

“ Capitalized Lease Liabilities ” means all monetary obligations of the Borrower and its Subsidiaries under any leasing or similar arrangement with respect to any real or personal property which, in accordance with GAAP, would be classified as capitalized leases, and, for purposes of this Agreement and each other Loan Document, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

“ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or Lenders, as collateral for Reimbursement Obligations,

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the Obligations or obligations of Lenders to fund participations in respect of Reimbursement Obligations, cash or deposit account balances or, if the Administrative Agent and each applicable L/C Issuer or Lender shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and each applicable L/C Issuer or Lender.  “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Equivalent Investment ” means, at any time: (a) any evidence of Indebtedness, maturing not more than one year after the date of issuance, issued or guaranteed by the United States; (b) commercial paper, maturing not more than nine months from the date of issuance and rated at least A-1 by S&P or P-1 by Moody’s, which is issued by (i) a corporation (other than an Affiliate of any Loan Party) organized under the Laws of any state of the United States or of the District of Columbia, or (ii) any Lender or any Affiliate thereof; (c) any certificate of deposit or bankers acceptance or time deposit, maturing not more than one year after such time, which is issued by (i) a Lender or (ii) a commercial banking institution that (A) is a member of the Federal Reserve System, (B) has a combined capital and surplus and undivided profits of not less than $1,000,000,000 and (C) has a credit rating of A2 or higher from Moody’s or A or higher from S&P; (d) any investment in money market mutual funds having portfolio assets in excess of $5,000,000,000 that comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and are rated AAA by S&P and Aaa by Moody’s; or (e) any repurchase agreement entered into with any Lender (or other commercial banking institution of the stature referred to in clause (c)(ii) ) secured by a fully perfected Lien in any securities of the type described in any of clauses (a)  through (c) , having a maturity of not more than 90 days and a market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation thereunder of such Lender or other commercial banking institution.

“ Cash Management Agreement ” means any agreement to provide cash management services, including treasury, depositary, overdraft, credit or debit card, electronic funds transfer and other cash management agreements.

“ Cash Management Obligations ” means, with respect to any Person, all liabilities of such Person under any Cash Management Agreement.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

“ Change in Control ” means:

(a)                                  the failure of the Borrower at any time to own beneficially 100% of the issued and outstanding Equity Interests (whether voting or non-voting) of any of its Subsidiaries (other than Cody LCI), on a fully diluted basis, such Equity Interests to be held free and clear of all Liens (other than Liens in favor of the Administrative Agent);

(b)                                  any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 35% of the outstanding Equity Interests of the Borrower; or

(c)                                   the majority of the seats (other than vacant seats) on the board of directors or similar governing body of the Borrower shall cease to be occupied by Persons who were either appointed or nominated for election by the board of directors or similar governing body of the Borrower.

“ Change in Law ” means the occurrence, after the Effective Date, of (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation or application

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thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of Law) by any Governmental Authority; provided , however , that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“ Citibank ” is defined in the preamble.

“ Class ” means each separate class of Lenders comprising the Revolving Lenders or the Swing Line Lender, as the case may be.

“ Code ” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

“ Cody LCI ” means Cody LCI Realty, LLC, a Wyoming limited liability company.

“ Collateral ” means any assets of the Borrower, any other Loan Party or of any other Person that is subject to a Lien pursuant to any Loan Document to secure the Secured Obligations.

“ Collateral Access Agreement ” means a collateral access agreement in form and substance reasonably satisfactory to the Administrative Agent, executed by a landlord of any leased Real Property Assets.

“ Commitment ” means, as the context may require, a Lender’s Revolving Loan Commitment, Letter of Credit Commitment or Swing Line Loan Commitment.

“ Commitment Amount ” means, as the context may require, the Revolving Loan Commitment Amount, the Letter of Credit Commitment Amount or the Swing Line Loan Commitment Amount.

“ Commitment Fee Rate ” means the applicable percentage set forth below the column entitled “Commitment Fee Rate” in the table in the definition of “Applicable Margin”.

“ Commitment Termination Event ” means (a) the occurrence of any Default described in Section 8.1.9(a)  through (d)  or (b) the occurrence and continuance of any other Event of Default and either (i) the declaration of the Loans to be due and payable pursuant to Section 8.3 or (ii) the giving of notice by the Administrative Agent, acting at the direction of the Required Lenders, to the Borrower that the Commitments have been terminated.

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“ Communications ” is defined in Section 9.8(b) .

“ Compliance Certificate ” means a Compliance Certificate duly executed by a Financial Officer, substantially in the form of Exhibit E attached hereto, together with such changes thereto as the Administrative Agent may from time to time reasonably request for the purpose of monitoring the Borrower’s compliance with the financial covenants contained herein.

“ Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of any present or former connection between such Recipient and the jurisdiction imposing such Taxes (other than connections arising from such Recipient having executed, delivered, become a party to, performed

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its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document pursuant to Section 4.13 ).

“ Contingent Liability ” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss (including by providing a Lien on its property or assets, maintaining any financial statement condition or liquidity level, or purchasing or leasing any property or services)) the indebtedness, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person.  The principal amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount (or maximum principal amount, if larger) of the debt, obligation or other liability guaranteed thereby.

“ Continuation/Conversion Notice ” means a Continuation/Conversion Notice duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit C-2 attached hereto.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Covered Entity ” means (a) Borrower, each of Borrower’s Subsidiaries, all Guarantors and all pledgors of Collateral and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above.  For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, more than 50% of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

“ Credit Extension ” means, as the context may require (a) the making of a Loan by a Lender or (b) the issuance of any Letter of Credit, any increase in the Stated Amount of any Letter of Credit or the extension of any Stated Expiry Date of any existing Letter of Credit, by an L/C Issuer.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“ Default ” means any Event of Default or any condition, occurrence or event which, after notice or lapse of time or both, would constitute an Event of Default.

“ Defaulting Lender ” means, subject to Section 2.11.2 , any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation

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to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder ( provided , however , that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c)  upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided , however , that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d)  above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.11.2 ) upon delivery of written notice of such determination to the Borrower, each L/C Issuer, the Swing Line Lender and each Lender.

“ Disbursement ” is defined in Section 2.7.3 .

“ Disbursement Date ” is defined in Section 2.7.3 .

“ Disclosure Schedule ” means the Disclosure Schedule attached as Schedule I hereto, as amended, supplemented or otherwise modified from time to time by the Borrower with the consent of the Administrative Agent and the Required Lenders.

“ Dollar ” and the symbol “ $ ” mean lawful money of the United States.

“ Domestic Material Subsidiary ” means each Domestic Subsidiary of the Borrower that is not an Immaterial Subsidiary.

“ Domestic Subsidiary ” means each Subsidiary of the Borrower that is organized under the Laws of any State of the United States or the District of Columbia.

“ Effective Date ” means the date that each of the conditions in Section 5.1 have been satisfied.

“ Eligible Assignee ” means (a) a Lender, (b) an Affiliate of any Lender, (c) an Approved Fund and (d) any other Person (other than a natural Person) approved by (i) the Administrative Agent, (ii) in the case of any assignment of the Revolving Loan Commitment, each L/C Issuer and Swing Line Lender, and (iii) unless an Event of Default has occurred and is continuing, the Borrower (such approval of the Borrower not to be unreasonably withheld, conditioned or delayed and shall, in any event, be deemed to have been given by the Borrower if no objection is received by the Administrative Agent from Borrower within five Business Days after notice of such proposed assignment has been provided to the Borrower); provided , however , that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

“ Environmental Laws ” means any and all Federal, state, local, and foreign Laws and Permits relating to pollution or the protection of health, safety or the environment or the release of any materials

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into the environment, including those related to Hazardous Materials, air emissions, discharges to waste or public systems and health and safety matters.

“ Environmental Liability ” means any liability or obligation, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), directly or indirectly, resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment, disposal or permitting or arranging for the disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equipment ” has the meaning provided for in the U.C.C. and includes, without limitation, all Equipment wherever located and whether or not affixed to any real property, including all accessories, additions, attachments, improvements, substitutions and replacements thereto.

“ Equity Interests ” means, with respect to any Person, all shares of capital stock, partnership interests, membership interests in a limited liability company or other ownership in participation or equivalent interests (however designated, whether voting or non-voting) of such Person’s equity capital (including any warrants, options or other purchase rights with respect to the foregoing), whether now outstanding or issued after the Effective Date.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute.

“ ERISA Affiliate ” means any Loan Party, and any Person under common control, or treated as a single employer, with any Loan Party, within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ ERISA Event ” means any of the following:  (a) a Reportable Event with respect to a Title IV Plan, (b) the incurrence by any ERISA Affiliate of liability with respect to the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (c) the incurrence by any ERISA Affiliate of liability with respect to the complete or partial withdrawal of any ERISA Affiliate from any Multiemployer Plan, (d) with respect to any Multiemployer Plan, the receipt by any ERISA Affiliate of a notice of reorganization, insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA, (e) the filing of a notice of intent to terminate a Title IV Plan (or treatment of a plan amendment as termination) under Section 4041(c) of ERISA, (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC, (g) the failure to satisfy the statutory minimum funding standard (within the meaning of Section 412 of the Code or Section 302 or 303 of ERISA) applicable to any Title IV Plan or Multiemployer Plan (or any waiver of such standard), (h) the imposition of a lien in respect of any Benefit Plan under the Code or ERISA on any property (or rights to property, whether real or personal) of any ERISA Affiliate, (i) the failure of a Benefit Plan or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the Code or other requirements of Law to qualify thereunder, (j) the imposition upon any ERISA Affiliate of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA and (k) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan.

“ Eurodollar Rate Loan ” means a Loan bearing interest, at all times during an Interest Period applicable to such Loan, at a fixed rate of interest determined by reference to the Adjusted Eurodollar Rate.  All Eurodollar Rate Loans shall bear interest from and including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period at the interest rate determined as applicable to such Eurodollar Rate Loan.

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“ Eurodollar Reserve Requirement ” means, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including, without limitation, any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D of the F.R.S. Board) under regulations issued from time to time by the F.R.S. Board or other applicable banking regulator.  Without limiting the effect of the foregoing, the Eurodollar Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (a) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate or any other interest rate of a Loan is to be determined or (b) any category of extensions of credit or other assets which include Eurodollar Rate Loans.  For the purposes of this Agreement, Eurodollar Rate Loans shall constitute Eurocurrency liabilities and shall be subject to applicable reserve requirements without the benefit of or credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender.  The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Requirement.

“ Event of Default ” is defined in Section 8.1.

“ Excluded Swap Obligation ” means, with respect to any Subsidiary Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Subsidiary Guarantor of, or the grant by such Subsidiary Guarantor of a security interest to secure, such Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Subsidiary Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty of such Subsidiary Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal.

“ Excluded Taxes ” means, with respect to any Recipient, (a) Taxes (i) imposed on or measured by its overall net income (however denominated), and franchise Taxes imposed on it (in lieu of net income Taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such Recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) that are Connection Taxes, (b) any branch profits Taxes imposed by the United States or any similar Tax imposed by any other jurisdiction in which the Borrower is located, (c) U.S. Federal Income Taxes imposed on or with respect to any Recipient pursuant to a Law in effect on the date on which (i) such Recipient acquires its applicable ownership interest in a Loan, or where such Recipient is a partnership for U.S. federal Tax purposes (or a partner thereof), pursuant to a Law in effect on the later of the date on which such Recipient acquires its applicable ownership interest in a Loan or the date on which the affected partner becomes a partner of such Recipient (in each case, other than a Recipient acquiring its applicable ownership interest pursuant to Section 4.13 or (ii) such Recipient changes its lending office, except in each case to the extent that, pursuant to Section 4.6 , amounts with respect to such U.S. Federal Income Taxes were payable either to such Recipient’s assignor immediately before such Recipient became a Recipient with respect to its applicable ownership interest in a Loan or to such Recipient immediately before it changed its lending office, (d) Taxes attributable to such Recipient’s failure to comply with Section 4.6(f) , (e) any U.S. federal withholding Taxes imposed under FATCA and (f) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 4.13 ), any withholding Tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 4.6 , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to Section 4.6 .

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“ Extraordinary Receipts ” means any cash received by or paid to or for the account of any Person not in the ordinary course of business, including, without limitation, tax refunds, pension plan reversions, judgments, proceeds of any settlement in connection with any cause of action, indemnity payments and proceeds from business interruption insurance; provided , however , that Extraordinary Receipts shall not include Net Debt Proceeds, Net Disposition Proceeds and Net Insurance Proceeds.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations thereafter or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“ Federal Funds Effective Rate ” means, for any day, the weighted average of the rates (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“ Fee Letter ” means the Fee Letter, dated July 18, 2013 between Citibank and the Borrower.

“ Financial Officer ” means the president, chief financial officer, principal accounting officer, treasurer or controller of the Borrower whose signatures and incumbency have been certified to the Administrative Agent and the Lenders pursuant to Section 5.1.2(c) .

“ Fiscal Month ” means any month of a Fiscal Year.

“ Fiscal Quarter ” means any quarter of a Fiscal Year.

“ Fiscal Year ” means any period of twelve consecutive calendar months ending on June 30.

“ Fixed Charges ” means, for any period, the sum, without duplication, for such period, calculated on a Pro Forma Basis, of: (a) all Interest Expense paid or required to be paid in cash during such period, plus (b) all scheduled payments of principal of Indebtedness (excluding scheduled repayments of the Revolving Loans and other Indebtedness subject to reborrowing to the extent not accompanied by a concurrent and permanent reduction of the Revolving Loan Commitment Amount or equivalent loan commitment, as the case may be) during such period.

“ Fixed Charge Coverage Ratio ” means, as of the close of any Fiscal Quarter, the ratio of: (a) Adjusted EBITDA for the Rolling Period ending as of such Fiscal Quarter end, minus the sum of (i) all income and franchise Taxes required to be paid in cash by the Borrower and its Subsidiaries during such Rolling Period, and (ii) the aggregate amount of all unfinanced Capital Expenditures made or incurred by the Borrower and its Subsidiaries during such Rolling Period, to (b) all Fixed Charges for the Rolling Period ending as of such Fiscal Quarter; provided , however , for the avoidance of doubt, that Capital Expenditures financed with the proceeds from the issuance of Equity Interests by the Borrower and its Subsidiaries shall not be treated as a Capital Expenditure for purposes of clause (ii) of this definition.

“ Foreign Lender ” means any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ Foreign Subsidiary ” means each Subsidiary of the Borrower that is not a Domestic Subsidiary.

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“ Fronting Exposure ” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Percentage of the outstanding Reimbursement Obligations with respect to Letters of Credit issued by such L/C Issuer other than Reimbursement Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to any Swing Line Lender, such Defaulting Lender’s Percentage of outstanding Swing Line Loans made by such Swing Line Lender other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.

“ F.R.S . Board ” means the Board of Governors of the Federal Reserve System or any successor thereto.

“ Funded Debt ” means all Indebtedness of the type referred to in clause (a) , (b) , (c)  or (h)  of the definition thereof of the Borrower and its Subsidiaries which (a) matures more than one year from the date of creation; (b) matures within one year from the date of creation but is renewable or extendible, at the sole option of the Borrower or any of its Subsidiaries, to a date more than one year from such date; or (c) arises under a revolving credit or similar agreement which obligates the lender or lenders thereof to extend such Indebtedness for a period of more than one year from such date, including, without limitation, all current maturities and current sinking fund payments in respect of such Indebtedness whether or not required to be paid within one year from the date of its creation and, in the case of the Borrower, Indebtedness in respect of the Loans.

“ GAAP ” is defined in Section 1.4(a) .

“ Governmental Authority ” means the government of the United States or any other nation or government, any state or other political subdivision thereof, or any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) and any governmental group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“ Guaranty and Security Agreement ” means that certain Guaranty and Security Agreement dated the Effective Date among the Administrative Agent, the Borrower and the Subsidiary Guarantors from time to time party thereto, as may be amended, modified or supplemented from time to time.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and all other substances or wastes of any nature regulated under or with respect to which liability or standards of conduct are imposed pursuant to any Environmental Law.

“ Hedging Obligations ” means, with respect to any Person, all liabilities of such Person under any Rate Protection Agreement.

“ Immaterial Subsidiary ” means each Domestic Subsidiary of the Borrower designated as an Immaterial Subsidiary in a written notice from the Borrower to the Administrative Agent; provided , however , that (a) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.2.4 , determined on a Pro Forma Basis as if such designation had occurred on the last day of such period, and (c) the sum of (i) the total assets of such Domestic Subsidiary as of such date of designation plus (ii) the aggregate total assets of all Immaterial Subsidiaries designated as Immaterial Subsidiaries pursuant to this definition as of such date

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of designation (in each case measured as of the date of each such Immaterial Subsidiary’s designation as an Immaterial Subsidiary) shall not exceed ten percent (10%) of the total assets of the Borrower and its Subsidiaries on a consolidated basis as of such date of determination pro forma for such designation; provided , further , that the Borrower may un-designate any Immaterial Subsidiary as such in a written notice from the Borrower to the Administrative Agent, upon receipt of which such Domestic Subsidiary shall cease to be an Immaterial Subsidiary hereunder.

“ Incremental Loan Borrowing ” is defined in Section 2.10(a) .

“ Incremental Loan Borrowing Request ” is defined in Section 2.10(a) .

“ Incremental Loan Joinder Agreement ” means Incremental Loan Joinder Agreement, substantially in the form of Exhibit F attached hereto.

“ Indebtedness ” of any Person means, without duplication:

(a)                                  all obligations of such Person for borrowed money, including all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments (including, without limitation, the Credit Extensions);

(b)                                  all obligations of such Person, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, or arising under (i) banker’s acceptances issued for the account of such Person or (ii) bank guaranties (but which for the avoidance of doubt shall not include any such obligations arising under surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person);

(c)                                   all obligations of such Person as lessee under leases which have been or should be, in accordance with GAAP, recorded as Capitalized Lease Liabilities;

(d)                                  the Termination Value of all Hedging Obligations of such Person;

(e)                                   whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable arising in the ordinary course of business), and indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)                                    all obligations of such Person to purchase, redeem, retire or otherwise acquire for value (including by means of converting into, or exchanging for, Indebtedness) any Equity Interest of such Person;

(g)                                   the liquidation value of any preferred capital stock or similar Equity Interest of such Person or its Subsidiaries held by any Person other than such Person and its Wholly-Owned Subsidiaries;

(h)                                  all obligations and liabilities secured by any Lien on such Person’s property or assets, even though such Person shall not have assumed or become liable for the payment thereof;

(i)                                      all accrued and unfunded obligations and liabilities under any Title IV Plan of such Person;

(j)                                     all Off-Balance Sheet Obligations of such Person; and

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(k)                                  all Contingent Liabilities of such Person in respect of any of the foregoing.

For all purposes of this Agreement, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer; provided , however , that to the extent any such Indebtedness is limited recourse to the Borrower or any of its Subsidiaries only the amount of such Indebtedness that is recourse to the Borrower or its Subsidiaries shall be included for purposes of this definition.

“ Indemnified Liabilities ” is defined in Section 10.4(a) .

“ Indemnified Parties ” is defined in Section 10.4(a) .

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Interest Expense ” means, for any period, the aggregate consolidated interest expense of the Borrower and its Subsidiaries for such period, as determined in accordance with GAAP, including, without duplication, the portion of any Capitalized Lease Liabilities of the Borrower and its Subsidiaries allocable to interest expense, all commissions, discounts and other fees charged with respect to letters of credit and bankers’ acceptance financing, the amortization of debt discounts and the net costs under Rate Protection Agreements, in each case paid or payable during such period but excluding interest expense accrued on unrecognized tax benefits.

“ Interest Period ” means, relative to any Eurodollar Rate Loan, the period beginning on (and including) the date on which such Eurodollar Rate Loan is made or continued as, or converted into, a Eurodollar Rate Loan pursuant to Section 2.4 or 2.5 and shall end on (but exclude) the day which numerically corresponds to such date one, two, three or six months thereafter, subject to availability, in each case as the Borrower may select in its relevant notice pursuant to Section 2.4 or 2.5 ; provided , however , that:

(a)                                  the Borrower shall not be permitted to select Interest Periods to be in effect at any one time which have expiration dates occurring on more than four different dates;

(b)                                  if such Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next following Business Day (unless such next following Business Day is the first Business Day of a month, in which case such Interest Period shall end on the Business Day next preceding such numerically corresponding day);

(c)                                   if there is no numerically corresponding day in such month, such Interest Period shall end on the last Business Day of such month; and

(d)                                  the Borrower shall not be permitted to select, and there shall not be applicable, any Interest Period that would end later than the Stated Maturity Date.

“ Inventory ” means “inventory” as defined in Section 9-102(a)(48) of the U.C.C.

“ Investment ” means, with respect to any Person, (a) any loan, advance, other extension of credit or capital contribution made by such Person to any other Person (excluding Accounts generated in the ordinary course of business of such Person and payable or dischargeable in accordance with customary trade terms), (b) any Contingent Liability of such Person incurred in connection with any item described in clause (a)  and (c) any Equity Interest held by such Person in any other Person.  The amount of any Investment shall be the original principal or capital amount thereof less all returns of principal or equity thereon (without adjustment by reason of the financial condition of such other Person) and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such property.

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“ Issuance Request ” means an Issuance Request duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit C-3 hereto.

“ JSP Contract ” means the Agreement dated March 23, 2004 by and between the Borrower and Jerome Stevens Pharmaceuticals, Inc., as amended by the Amendment dated August 19, 2013 by and between the Borrower and Jerome Stevens Pharmaceuticals, Inc..

“ Laws ” means, collectively, all statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities of any Governmental Authority, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, consent decrees, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“ L/C Issuer ” means each Lender with a Letter of Credit Commitment as described in Schedule II hereto or in an Assignment and Assumption Agreement.  As of the Effective Date, the sole L/C Issuer shall be Citibank.  After the Effective Date, at the request of the Administrative Agent, another Lender or an Affiliate of Citibank may issue one or more Letters of Credit hereunder, in which event such other Lender or Affiliate shall be an L/C Issuer hereunder.

“ Lender Party ” means, as the context may require, any Lender (including the Swing Line Lender), any L/C Issuer or the Administrative Agent, together with each of their respective successors, transferees and assigns.

“ Lenders ” is defined in the preamble , and shall include, unless expressly indicated or the context otherwise requires, a Person serving as the Administrative Agent hereunder in its individual capacity if such Administrative Agent is also a Lender hereunder.

“ Letter of Credit ” is defined in Section 2.1.2(a) .

“ Letter of Credit Commitment ” is defined in Section 2.1.2 .  The Letter of Credit Commitment is a sub-facility of the Revolving Loan Commitment and is a part of, and not in addition to, the Revolving Loan Commitment.

“ Letter of Credit Commitment Amount ” means, on any date, $5,000,000, as such amount may be reduced from time to time in accordance with Section 2.3 or 8.2 .

“ Letter of Credit Outstandings ” means, on any date, an amount equal to the sum of (a) the then aggregate amount which is undrawn and available under all issued and outstanding Letters of Credit plus (b) the then aggregate amount of all unpaid and outstanding Reimbursement Obligations.

“ Leverage Ratio ” means, as of the close of any Fiscal Quarter, the ratio of:

(a)                                  the outstanding principal amount of Funded Debt as of such Fiscal Quarter end of the Borrower and its Subsidiaries;

to

(b)                                  Adjusted EBITDA for the Rolling Period ending as of such Fiscal Quarter end.

“ Liabilities ” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, Taxes, commissions, charges, disbursements and expenses, in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.

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“ Lien ” means any security interest, mortgage, pledge, hypothecation, collateral, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in property to secure payment of a debt or performance of an obligation, or other priority or preferential arrangement of any kind or nature whatsoever.

“ Loan ” means, as the context may require, either a Revolving Loan or a Swing Line Loan.

“ Loan Documents ” means, collectively, this Agreement, the Notes, the Letters of Credit, the Fee Letter, the Security Documents, each Assignment and Assumption, each Subordination Agreement and each other agreement, instrument or document executed and delivered pursuant to or in connection with this Agreement and the other Loan Documents.

“ Loan Parties ” means, collectively, the Borrower, each Subsidiary Guarantor and any other Person (other than any Lender Party) obligated under any Loan Document.

“ Material Adverse Effect ” means any event or series of events (whether or not related) that could reasonably be expected to have a material adverse effect on:

(a)                                  the business, assets, liabilities (including contingent liabilities), operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole;

(b)                                  the ability of the Borrower or any other Loan Party to perform or pay its Obligations in accordance with the terms hereof or of any other Loan Document;

(c)                                   the Administrative Agent’s first priority security interest in the Collateral;

(d)                                  the value of the Collateral or the amount the Administrative Agent and the Lenders would be likely to receive (after giving consideration to delays in payment and costs of enforcement) in the liquidation of the Collateral; or

(e)                                   the validity or enforceability of any Loan Document or the rights and remedies available to the Administrative Agent or the Lenders under any Loan Document.

“ Material Agreements ” is defined in Section 5.1.17 .

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Multiemployer Plan ” means any multiemployer plan, as defined in Section 400l(a)(3) of ERISA, to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.

“ Net Debt Proceeds ” means, in the case of the issuance, placement or sale of any Indebtedness by the Borrower or any of its Subsidiaries of the type referred to in clause (a)  of the definition thereof (excluding Indebtedness permitted to be outstanding pursuant to Section 7.2.2 ), the sum of:

(a)                                  the gross cash proceeds received by the Borrower or any of its Subsidiaries from such issuance, placement or sale of such Indebtedness (including any cash payments received by way of deferred payment of principal pursuant to a promissory note or installment receivable or otherwise, but only as and when received);

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minus

(b)                                  in connection with such issuance, placement or sale of such Indebtedness, all fees and expenses and underwriters’ discounts and commissions paid in cash by the Borrower or any of their Subsidiaries to Persons other than the Borrower, any of its Subsidiaries, any of their Affiliates or any of their Related Parties.

“ Net Disposition Proceeds ” means the sum of:

(a)                                  the gross cash proceeds received by the Borrower or any of its Subsidiaries (i) from any Permitted Disposition (excluding dispositions of Equity Interests of the Borrower) or (ii) as a result of the taking of any of their assets under the power of eminent domain, condemnation or similar proceeding, including any cash payments received by way of a deferred payment of principal pursuant to a note or installment receivable or otherwise, but only when and as received;

minus

(b)                                  in connection with such Permitted Disposition, (i) fees and expenses paid in cash by the Borrower or any of its Subsidiaries which have not been paid to the Borrower, any of its Subsidiaries or any of their Related Parties; (ii) all Taxes actually paid or reasonably estimated by the Borrower (determined in good faith by a Financial Officer) to be payable in cash in the same year of such Permitted Disposition; provided , however , that if, after the payment of all Taxes with respect to such Permitted Disposition, the amount of estimated Taxes, if any, exceeded the amount actually paid in cash in respect of such Permitted Disposition, the aggregate amount of such excess shall be promptly payable, pursuant to Section 3.1.2(b) , as Net Disposition Proceeds; and (iii) all Indebtedness (other than Indebtedness incurred pursuant to the Loan Documents) permitted by this Agreement that is payable to a Person other than the Borrower, any of its Subsidiaries or any of their Related Parties, which Indebtedness is secured by the assets the subject of a Permitted Disposition and is required to be repaid (and is in fact repaid) by the holder thereof upon consummation of such Permitted Disposition.

“ Net Income ” means, for any period, all amounts which, in accordance with GAAP, would be included as net income or net loss on the consolidated statements of income of the Borrower and its Subsidiaries at such time; provided , however , that there shall be excluded from Net Income (a) the income of any Person in which any other Person has a joint interest (other than a Subsidiary) or in which there is any restriction in the payment of such income to the Borrower or any of its Subsidiaries, except to the extent of the amount of dividends or other distributions that were actually paid in cash to the Borrower or any of its Subsidiaries by such Person during such period; (b) except in connection with a Permitted Acquisition, the net income or net loss of any Person prior to the date it became a Subsidiary of, or was merged or consolidated into, the Borrower or any of its Subsidiaries; or (c) the undistributed earnings of any Subsidiary of the Borrower to the extent that the declaration or payment of such dividends or distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation or requirement of Law applicable to such Subsidiary.

“ Net Insurance Proceeds ” means the sum of:

(a)                                  insurance proceeds that have been paid on account of (i) the loss or damage to any of the property of the Borrower or any of its Subsidiaries or (ii) in respect of “key-man” life insurance maintained by the Borrower or any of its Subsidiaries for the benefit of the Administrative Agent;

minus

(b)                                  in connection with clause (a)(i)  only, all Indebtedness (other than Indebtedness incurred pursuant to the Loan Documents) permitted by this Agreement that is payable to a Person other than the Borrower, any of its Subsidiaries or any of their Related Parties, which Indebtedness is secured by the property or assets the subject of the relevant insurance event and is required to be repaid (and is in fact repaid) by the holder thereof upon the occurrence of such insurance event.

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“ Non-Defaulting Lender ” shall mean each Lender other than a Defaulting Lender.

“ Non-U.S. Partner ” is defined in Section 4.6(h) .

“ Note ” means, as the context may require, either a Revolving Note or a Swing Line Note.

“ Obligations ” means all obligations (monetary or otherwise) of the Borrower and each other Loan Party arising under or in connection with this Agreement and each other Loan Document, including principal, interest (including post-default interest and interest accruing after the commencement of any bankruptcy, insolvency or similar proceeding referred to in Section 8.1.9 , whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding), reimbursement obligations, fees, indemnities, costs and expenses (including the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender required to be paid by the Borrower) that are owing under this Agreement and the other Loan Documents, in each case whether now existing or hereafter incurred, direct or indirect, absolute or contingent, and due or to become due.

“ OFAC ” is defined in Section 6.17(b) .

“ Off-Balance Sheet Obligation ” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease or (b) an agreement for the use of property or sale of assets that creates obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, could be characterized as Indebtedness of such Person (without regard to accounting treatment).

“ Ongoing Indebtedness ” is defined in Section 7.2.2(c) .

“ Organizational Document ” means, with respect to any Loan Party, its articles of incorporation, partnership agreement, operating agreement, by-laws and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized Equity Interests.

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Connection Taxes imposed with respect to any assignment or participation of a Loan (other than an assignment made pursuant to Section 4.13 ) treating the assignee and assignor with respect to any assignment, and the participating Lender and Participant with respect to any participation, as the Recipient for purposes of the definition of “Connection Taxes”.

“ Participant ” is defined in Section 10.10(d) .

“ Participant Register ” is defined in Section 10.10(d) .

“ Patriot Act ” is defined in Section 6.23(a) .

“ PBGC ” means the United States Pension Benefit Guaranty Corporation and any successor thereto.

“ Percentage ” means, relative to any Lender, the percentage set forth opposite the name of such Lender on Schedule II hereto or in a duly executed Assignment and Assumption, as such percentage may be adjusted from time to time pursuant to each Assignment and Assumption executed and delivered pursuant to Section 10.10 .

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“ Permit ” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Permitted Acquisition ” means an acquisition if, both before and after giving effect to such acquisition:

(a)                                  the Leverage Ratio as of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to this Agreement, calculated on a pro forma basis as if such payments had been made on the first day of such period, shall not be greater than 2.00:1.00 for the Rolling Period ending on the last day of such Fiscal Quarter;

(b)                                  the Borrower shall be in compliance on a pro forma historical basis with each of the financial covenants set forth in Section 7.2.4 ;

(c)                                   the target of such acquisition shall be engaged in the same business activities as described in the first recital hereto or other business activities reasonably related thereto;

(d)                                  no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(e)                                   (i) the aggregate amount of all acquisitions in any Fiscal Year shall not exceed $100,000,000; and (ii) the amount of such individual acquisition shall not exceed $100,000,000;

(f)                                    all information reasonably requested by any Lender Party related to such acquisition or the target thereof, including financial information and copies of all closing documents, shall be provided to the Administrative Agent at least 10 days prior to the closing of such acquisition; and

(g)                                   any newly acquired Domestic Material Subsidiary becomes party to the Loan Documents and otherwise complies with Section 7.1.9 .

“ Permitted Disposition ” means any sale, lease, transfer or other disposition of assets (including, without limitation, Equity Interests and Accounts) of the Borrower or any of its Subsidiaries not otherwise permitted by Section 7.2.8(a)  or (b) ; provided , however , that (a) the Borrower and each of its Subsidiaries shall receive only cash consideration therefor, (b) the aggregate fair market value of all the assets subject to such dispositions shall not exceed $15,000,000 in any Fiscal Year, (c) the Borrower and its Subsidiaries shall have received fair value therefor and (d) both immediately before and after giving effect to each such disposition no Default or Event of Default shall have occurred and be continuing; provided , further , however , that the threshold set forth in clause (b) shall be increased to $25,000,000 in connection with the divestiture of all or any part of a Permitted Acquisition if (i) such divestiture occurs within six months following such Permitted Acquisition, (ii) no Borrowing was incurred to finance such Permitted Acquisition and (iii) the Borrower notified the Administrative Agent of the planned divestiture in advance of such Permitted Acquisition.

“ Person ” means any natural person, corporation, partnership, limited liability company, firm, association, trust, Governmental Authority or other entity, whether acting in an individual, fiduciary or other capacity.

“ Platform ” is defined in Section 9.8(b) .

“ Prime Rate ” means the rate of interest publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York, New York.  The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any

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customer.  The Administrative Agent or any Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.  Any change in the Prime Rate announced by the Administrative Agent shall take effect at the opening of business on the day specific in the public announcement of such rate.

“ Pro Forma Basis ”:  means, for the purposes of calculating (a) Adjusted EBITDA for any Rolling Period, (i) if at any time during such Rolling Period any Loan Party shall have made any Permitted Disposition, Adjusted EBITDA for such Rolling Period shall be reduced by an amount equal to Adjusted EBITDA (if positive) attributable to the property that is the subject of such Permitted Disposition for such Rolling Period or increased by an amount equal to Adjusted EBITDA (if negative) attributable thereto for such Rolling Period and (ii) if during such Rolling Period any Loan Party shall have made a Permitted Acquisition, Adjusted EBITDA for such Rolling Period shall be calculated after giving pro forma effect thereto as if such Permitted Acquisition occurred on the first day of such Rolling Period, and (b) Fixed Charges for any Rolling Period, if at any time during such Rolling Period any Loan Party shall have incurred or retired any Indebtedness in connection with a Permitted Acquisition or Permitted Disposition, Fixed Charges shall be calculated after giving pro forma effect to such incurrence or retirement of Indebtedness as if such Indebtedness was incurred or retired on the first day of such Rolling Period.

“ Pro Rata ” means with respect to all payments, computations and other matters relating to any Revolving Loan or the Revolving Loan Commitment of any Revolving Lender, including any Letters of Credit or Swing Line Loans issued or participated in by each such Revolving Lender, such Revolving Lender’s Percentage with respect to the same.

“ Process Agent ” is defined in Section 10.12 .

“ Quarterly Payment Date ” means the last Business Day of each March, June, September and December.

“ Rate Protection Agreement ” means any interest rate cap agreement, interest rate collar agreement or similar arrangement designed to protect a Person against fluctuations in interest rates.

“ Real Property ” is defined in Section 6.13 .

“ Real Property Assets ” means all interest (including leasehold interests) of any Loan Party in any Real Property.

“ Recipient ” means (a) the Administrative Agent, (b) any Lender (and, in the case of a Lender that is classified as a partnership for U.S. federal tax purposes, a Person treated as a beneficial owner thereof for U.S. federal tax purposes), (c) any L/C Issuer and (d) any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder.

“ Reduced Net Disposition Proceeds ” means (a) Net Disposition Proceeds minus the amount of such Net Disposition Proceeds that are applied to purchase replacement property as provided in Section 3.1.2(e)  and (b) all Net Disposition Proceeds which the Borrower has, pursuant to Section 3.1.2(e) , stated will be reinvested in replacement property but is not so reinvested as therein provided.

“ Reduced Net Insurance Proceeds ” means (a) Net Insurance Proceeds minus the amount of such Net Insurance Proceeds that are applied to repair, replace or restore any lost or damaged property, or purchase replacement property, as provided in Section 3.1.2(e)  and (b) all Net Insurance Proceeds which the Borrower has, pursuant to Section 3.1.2(e) , stated will be reinvested to repair, replace or restore any lost or damaged property, or purchase replacement property, but is not so reinvested as therein provided.

“ Refinanced Indebtedness ” is defined in Section 7.2.2(c) .

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“ Refunded Swing Line Loans ” is defined in Section 2.8(b) .

“ Register ” is defined in Section 10.10(c) .

“ Reimbursement Obligation ” is defined in Section 2.7.4 .

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“ Release ” means a “release” or “threatened release” as such terms are defined in CERCLA, including any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, seeping, migrating, dumping or disposing of any Hazardous Material into the indoor or outdoor environment.

“ Remedial Action ” means all actions required to (a) clean up, remove, treat or in any other way address any Hazardous Material in the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Material does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care with respect to any Hazardous Material.

“ Reportable Compliance Event ” means that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned or custodially detained in connection with any Anti-Corruption Law or any predicate crime to any Anti-Corruption Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual or probable violation of any Anti-Corruption Law.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the 30 day notice period has been waived.

“ Required Lenders ” means, at the time any determination thereof is to be made, at least two Non-Defaulting Lenders holding more than 51% of the then aggregate unused Commitments and unpaid principal amount of the Notes and Letter of Credit Outstandings (excluding the Commitments and aggregate unpaid principal amount of Notes, Letter of Credit Outstandings and unused Commitments held by Defaulting Lenders); provided , however , if there is only one Non-Defaulting Lender, then such Non-Defaulting Lender shall constitute Required Lenders.

“ Revolving Lender ” means each Lender with a Revolving Loan Commitment or holding Revolving Loans as designated on Schedule II hereto or in an Assignment and Assumption.

“ Revolving Loan Commitment ” is defined in Section 2.1.1 .

“ Revolving Loan Commitment Amount ” means, on any date, $50,000,000, as such amount may, from time to time, be increased pursuant to Section 2.10 or reduced pursuant to Section 2.3 or 8.2 .

“ Revolving Loan Commitment Termination Date ” means the earliest of (a) the Stated Maturity Date, (b) date on which the Revolving Loan Commitment Amount is terminated in full or reduced to zero pursuant to Section 2.3 and (c) the date on which any Commitment Termination Event occurs.  Upon the occurrence of any event described above, the Revolving Loan Commitments shall terminate automatically and without any further action.

“ Revolving Loans ” is defined in Section 2.1.1 .

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“ Revolving Note ” means a promissory note of the Borrower that is payable to any Revolving Lender, substantially in the form of Exhibit A attached hereto, evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from outstanding Revolving Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“ Rolling Period ” means, as of any date of calculation, the immediately preceding four Fiscal Quarters; provided , however , that prior to the completion of the first four full Fiscal Quarters following the date of the initial Credit Extension, the Rolling Period as of any date of calculation of any financial covenant set forth in Section 7.2.4 shall be based on the actual number of full Fiscal Quarters since the date of the initial Credit Extension, with the results for such period to be annualized (by multiplying the results for the first full Fiscal Quarter following the date of the initial Credit Extension by four, the first two full Fiscal Quarters following the date of the initial Credit Extension by two and the first three full Fiscal Quarters following the date of the initial Credit Extension by 4/3).

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“ Sanctioned Country ” shall mean a country subject to a sanctions program maintained under any Anti-Corruption Law.

“ Sanctioned Person ” shall mean any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any Anti-Corruption Law.

“ Secured Obligations ” means, collectively, (a) the Obligations, (b) all Hedging Obligations permitted hereunder owing to any Lender or any affiliate of any Lender and (c) all Cash Management Obligations permitted hereunder owing to any Lender or any affiliate of any Lender; provided , however , that “Secured Obligations” shall not, as to any Subsidiary Guarantor, include any Excluded Swap Obligations of such Subsidiary Guarantor.

“ Security Documents ” means, all agreements, instruments and documents executed in connection with this Agreement that are intended to create or evidence Liens to secure the Secured Obligations, including, without limitation, the Guaranty and Security Agreement and all other security agreements, mortgages, deeds of trust, loan agreements, notes, guarantees, subordination agreements, pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements and all other written matter whether heretofore, now, or hereafter executed by any Loan Party to secure the Secured Obligations.

“ Solvent ” means, when used with respect to any Person, that, as of any date of determination:

(a)                                  the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such value is established and such liabilities are evaluated in accordance with Section 101(32) of the Federal Bankruptcy Code and the state Laws governing determinations of the insolvency of debtors of New York and each state where such Person is doing business or has its principal place of business;

(b)                                  such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business; and

(c)                                   such Person will be able to pay its debts as they mature.

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For purposes of this definition, (i) “debt” means liability on a “claim” and (ii) “claim” means any (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (B) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“ Stated Amount ” of each Letter of Credit means the total amount available to be drawn under such Letter of Credit upon the issuance thereof.

“ Stated Expiry Date ” is defined in Section 2.7.1 .

“ Stated Maturity Date ” means December 18, 2018.

“ Subordination Agreement ” means, in respect of Indebtedness owing to a Person, an agreement by such Person in favor of the Administrative Agent on behalf of the Lenders, in form and substance reasonably acceptable to the Administrative Agent, providing for, among other things, (a) the subordination of such Indebtedness in right of payment to the Obligations and (b) subrogation in favor of the Obligations and the holders thereof.

“ Subsidiary ” means, with respect to any Person:

(a)                                  any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors or other governing body of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person, or by one or more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate the vote of more than 50% of such Equity Interests (whether by proxy, agreement, operation of law or otherwise); or

(b)                                  any partnership, joint venture, limited liability company or other entity as to which such Person, or one or more Subsidiaries of such Person, owns (whether in the form of voting or participation in profits or capital contribution) more than a 50% Equity Interest, acts as the general partner or has power to direct or cause the direction of management and policies, or has the power to elect the managing partner (or the equivalent), of such partnership, joint venture, limited liability company or other entity, as the case may be.

“ Subsidiary Guarantors ” means each Subsidiary of the Borrower that is a “Guarantor” under the Guaranty and Security Agreement.

“ Swap Obligation ” means, with respect to any Subsidiary Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“ Swing Line Lender ” means each Lender with a Swing Line Loan Commitment or holding Swing Line Loans.

“ Swing Line Loans ” are defined in Section 2.1.3 .

“ Swing Line Loan Commitment ” is defined in Section 2.1.3 .  The Swing Line Loan Commitment is a sub-facility of the Revolving Loan Commitment and is a part of, and not in addition to, the Revolving Loan Commitment.

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“ Swing Line Loan Commitment Amount ” means, on any date, $5,000,000, as such amount is reduced from time to time pursuant to Section 2.3 .

“ Swing Line Note ” means a promissory note of the Borrower payable to the Swing Line Lender, in the form of Exhibit B attached hereto, evidencing the aggregate Indebtedness of the Borrower to the Swing Line Lender resulting from outstanding Swing Line Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Termination Date ” is defined in Section 10.18 .

“ Termination Value ” means, with respect to one or more Rate Protection Agreements, after taking into account the effect of any netting agreement relating to such Rate Protection Agreements, (a) for any date on or after the date such Rate Protection Agreements have been closed out and the termination values determined in accordance therewith, such termination values, and (b) for any date prior to the date referenced in clause (a) , the mark-to-market values for such Rate Protection Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Rate Protection Agreements (which may include a Lender or any Affiliate of a Lender).

“ Title IV Plan ” means a pension plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 or 303 of ERISA, other than a Multiemployer Plan, to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.

“ Type ” means, relative to any Loan, the portion thereof, if any, being maintained as a Base Rate Loan or a Eurodollar Rate Loan.

“ U.C.C. ” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“ United States ” or “ U.S . ” means the United States of America, its fifty States and the District of Columbia.

“ Unused Capital Expenditure Amount ” is defined in Section 7.2.4(c) .

“ U.S. Federal Income Taxes ” means any U.S. federal Taxes described in Section 871(a) or 881(a) of the Code, or any successor provision (or any withholding with respect to such Taxes).

“ U.S. Person ” means any Person that is a “ United States person ” as defined in Section 7701(a)(30) of the Code.

“ Wholly-Owned Subsidiary ” means any Subsidiary of a Person of which the securities (except in the case of a corporation for directors’ qualifying shares) or other ownership interests representing 100% of the Equity Interests are, at the time any determination is being made, owned, controlled or held by such Person or one or more Wholly-Owned Subsidiaries of such Person.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

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SECTION 1.2                   Use of Defined Terms .  Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in this Agreement shall have such meanings when used in each disclosure schedule and each other Loan Document.

SECTION 1.3                   Certain Rules of Construction .  Unless otherwise specified:

(a)                                  references in this Agreement and in each other Loan Document to any Article or Section are references to such Article or Section of this Agreement or such other Loan Document, as the case may be;

(b)                                  the words “herein,” “hereof” and “hereunder” and other words of similar import refer, as the context may require, to the relevant agreement as a whole, including all annexes, exhibits and schedules, and not to any particular section, subsection or clause contained in such agreement, annex, exhibit or schedule;

(c)                                   wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter genders;

(d)                                  the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”, and where general words are followed by a specific listing of items, the general words shall be given their widest meaning and shall not be limited by an enumeration of specific matters;

(e)                                   the word “or” is not exclusive;

(f)                                    references to Persons include their respective successors and assigns (to the extent and only to the extent permitted by the Loan Documents) or, in the case of any Governmental Authority, Persons succeeding to the relevant functions of such Governmental Authority;

(g)                                   all references to any Law shall include any amendments and successors of the same;

(h)                                  all references to any agreement, instrument or document shall refer to each such agreement, instrument or document as amended, restated or otherwise modified from time to time (subject to any restrictions on any of the foregoing as may be set forth in this Agreement);

(i)                                      the words “asset” and “property” shall have the same meaning and refer to tangible and intangible assets and properties, including cash, securities, accounts and contract rights;

(j)                                     a Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived by the Required Lenders pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement, and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived by the Required Lenders;

(k)                                  whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Loan Party, such words are intended to signify that a senior officer or member of the board of directors or comparable body of such Loan Party has actual knowledge or awareness of a particular fact or circumstance or a senior officer or director of such Loan Party, if it had exercised reasonable diligence, would have known or been aware of such fact or circumstance;

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(l)                                      for purposes of computing a period of time from a specified date, the word “from” means “from and including” and the word “to” and “until” each mean “to, but excluding”; provided , however , that in calculating fees and interest payable hereunder, such period shall, in any event, consist of at least one full day; and

(m)                              reference to “ordinary course of business” means, in respect of any transaction relating to a Loan Party, the ordinary course of such Loan Party’s business that is substantially the same as previously conducted by such Loan Party or is substantially consistent with past practice of such Loan Party, in each case undertaken by such Loan Party in good faith and not for the purpose of evading any covenant or restriction contained in this Agreement or any other Loan Document.

SECTION 1.4                   Accounting and Financial Determinations .  Unless otherwise specified:

(a)                                  all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Section 7.2.4 ) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared in accordance with, generally accepted accounting principles in the United States (“ GAAP ”) as in effect from time to time; provided , however , that notwithstanding the foregoing, all financial statements delivered hereunder shall be prepared, and, unless otherwise stated herein, all financial covenants herein shall be calculated, without giving effect to any election under Accounting Standards codification 8210-10 “Fair Value Measurements and Disclosure” (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof; and

(b)                                  in the event that any “Accounting Change” (as defined below) shall occur that results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, the Borrower and the Administrative Agent shall enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition and performance shall be the same after such Accounting Changes as if such Accounting Changes had not been made.  Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred.  “ Accounting Change ” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the Securities and Exchange Commission.

SECTION 1.5                   Rounding .  Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

ARTICLE 2
COMMITMENTS AND CREDIT EXTENSIONS

SECTION 2.1                   Commitments .  On the terms and subject to the conditions of this Agreement (including Article 5 ), each Lender severally agrees to make Loans, and each L/C Issuer agrees that it will issue Letters of Credit and each Revolving Lender severally agrees that it will purchase participation interests in each such Letter of Credit, all pursuant to the Commitments described in this Section 2.1 .

SECTION 2.1.1         Revolving Loan Commitment .  From time to time on any Business Day occurring prior to the Revolving Loan Commitment Termination Date, each Revolving Lender agrees to make loans (relative to such Revolving Lender, its “ Revolving Loans ”) to the Borrower equal to such Revolving Lender’s Percentage of the aggregate amount of the Borrowing of the Revolving

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Loans requested by the Borrower to be made on such day.  The commitment of each Revolving Lender described in this Section 2.1.1 is herein referred to as its “ Revolving Loan Commitment ”.  On the terms and subject to the conditions hereof, the Borrower may from time to time borrow, prepay and reborrow Revolving Loans.

SECTION 2.1.2         Letter of Credit Commitment .  From time to time on any Business Day occurring not less than 30 Business Days prior to the Revolving Loan Commitment Termination Date, each L/C Issuer will:

(a)                                  Issue one or more stand-by letters of credit (relative to such L/C Issuer, its “ Letter of Credit ”) for the account of the Borrower or its Domestic Subsidiaries in Stated Amounts requested by the Borrower on such day and with a Stated Expiry Date not later than the earlier of (i) one year from such requested date of issuance and (ii) five Business days prior to the Stated Maturity Date; or

(b)                                  extend the Stated Expiry Date of an existing Letter of Credit previously issued hereunder to a date not later than the earlier of (i) one year from the date of such extension and (ii) five Business Days prior to the Stated Maturity Date.

The commitment of each L/C Issuer to issue, and each Revolving Lender to participate in, each Letter of Credit described in this Section 2.1.2 is herein referred to as the “ Letter of Credit Commitment ”.

SECTION 2.1.3         Swing Line Loan Commitment .  From time to time on any Business Day occurring prior to the Revolving Loan Commitment Termination Date, the Swing Line Lender agrees to make loans (relative to such Lender, its “ Swing Line Loans”) to the Borrower equal to the aggregate amount of the Borrowing of the Swing Line Loans requested by the Borrower to be made on such day.  The commitment of the Swing Line Lender described in this Section 2.1.3 is herein referred to as its “ Swing Line Loan Commitment .” On the terms and subject to the conditions hereof, the Borrower may from time to time borrow, prepay and reborrow Swing Line Loans.

SECTION 2.2                   Lenders Not Permitted or Required To Make Credit Extensions .  No Lender shall be permitted or required to make any Loan or participate in any Letter of Credit, and no L/C Issuer shall be obligated to issue or extend any Letter of Credit, under any circumstances described below in this Section 2.2 .

SECTION 2.2.1         Revolving Loans, Swing Line Loans and Letters of Credit .  No Borrowing of Revolving Loans or Swing Line Loans or issuance or extension of a Letter of Credit shall be made if, after giving effect thereto:

(a)                                  the aggregate outstanding principal amount of all the Revolving Loans and Swing Line Loans, together with the aggregate amount of all Letter of Credit Outstandings, (i) of all the Revolving Lenders and the Swing Line Lender would exceed the Revolving Loan Commitment Amount or (ii) of any Revolving Lender would exceed such Revolving Lender’s Percentage of the Revolving Loan Commitment Amount;

(b)                                  the aggregate outstanding principal amount of all Swing Line Loans would exceed the Swing Line Loan Commitment Amount; or

(c)                                   the aggregate amount of all Letter of Credit Outstandings would exceed the Letter of Credit Commitment Amount.

SECTION 2.3                   Optional Reduction of the Commitment Amounts .  The Borrower may, from time to time on any Business Day after the Effective Date, without premium or penalty, voluntarily reduce the unused amount of the Revolving Loan Commitment Amount; provided , however , that (i) all such reductions shall be made on not less than one nor more than five Business Days’ prior notice to the

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Administrative Agent and be permanent, (ii) any partial reduction of the unused amount of the Revolving Loan Commitment Amount shall be in a minimum amount of $1,000,000 and in an integral multiple of $1,000,000, (iii) the Revolving Loans shall have been prepaid to the extent required by Section 3.1.2 and (iv) any partial reduction of the unused amount of the Swing Line Loan Commitment shall be in a minimum amount of $100,000 and in an integral multiple of $100,000.  Any reduction of the Revolving Loan Commitment Amount which reduces the Revolving Loan Commitment Amount below the then current amount of the Swing Line Loan Commitment Amount or the Letter of Credit Commitment Amount shall result in an automatic and corresponding reduction of the Swing Line Loan Commitment Amount and Letter of Credit Commitment Amount, as the case may be, to the amount of the Revolving Loan Commitment Amount, as reduced, without any further action on the part of any Lender Party or otherwise.

SECTION 2.4                   Borrowing Procedures .

(a)                                  Borrowing Requests .  By delivering a duly completed and executed Borrowing Request to the Administrative Agent on or before 11:00 a.m. (New York City time), on a Business Day occurring prior to the Revolving Loan Commitment Termination Date, the Borrower may from time to time irrevocably request that (i) a Base Rate Loan be made not less than one nor more than five Business Days thereafter or that (ii) a Eurodollar Rate Loan be made not less than three nor more than five Business Days thereafter; provided , however , that (A) no Revolving Loan shall be made as a Eurodollar Rate Loan after the day that is one month prior to Stated Maturity Date and (B) any request for a Base Rate Loan all the proceeds of which are used to finance any Reimbursement Obligation may be made on or before 9:00 a.m. (New York City time), on the day of the proposed Borrowing.  All Base Rate Loans shall be made in a minimum amount of $500,000 and an integral multiple of $100,000 or, if less, in the unused amount of the applicable Commitment, and Eurodollar Rate Loans shall be made in a minimum amount of $1,000,000 and an integral multiple of $500,000.  The proceeds of all Loans shall be used solely for the purposes described in Section 4.10 .

(b)                                  Funding by Lenders .  The Administrative Agent shall promptly notify each relevant Lender of its receipt of a Borrowing Request pursuant to clause (a), the amount required to be funded by each such Lender and when such amount must be funded.  On the terms and subject to the conditions of this Agreement, each Borrowing shall be made on the Business Day specified in such Borrowing Request.  On or before 1:00 p.m. (New York City time) on such Business Day each relevant Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s Percentage of the requested Borrowing.  Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders.  To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request; provided , however , that in the case of any Revolving Loan the Administrative Agent shall first apply the proceeds therefrom to repay the aggregate principal amount of Swing Line Loans and Reimbursement Obligations.  No Lender’s obligation to make any Loan shall be affected by any other Lender’s failure to make any Loan.

SECTION 2.5                   Continuation and Conversion Elections .  By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 11:00 a.m. (New York City time) on a Business Day, the Borrower may from time to time irrevocably elect on not less than one nor more than five Business Days’ notice, subject to Section 2.8(a) , in the case of Base Rate Loans, and not less than three nor more than five Business Days’ notice, in the case of Eurodollar Rate Loans, that all, or any portion in an aggregate minimum amount of $500,000 and an integral multiple of $250,000 be, in the case of Base Rate Loans, converted into Eurodollar Rate Loans or be, in the case of Eurodollar Rate Loans, converted into Base Rate Loans or continued as Eurodollar Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Rate Loan shall, on such last day, automatically convert to a Base Rate

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Loan); provided , however , that (a) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all Lenders, (b) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Rate Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree, (c) no Loans may be continued as, or be converted into, Eurodollar Rate Loans after the day that is one month prior to the Stated Maturity Date and (d) if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to be less than $500,000 such Eurodollar Rate Loans shall automatically convert to Base Rate Loans.

SECTION 2.6                   Funding .  Each Lender may, if it so elects, fulfill its obligation to make, continue or convert Eurodollar Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such Eurodollar Rate Loan; provided , however , that any exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Rate Loans in accordance with the terms of this Agreement.

SECTION 2.7                   Letters of Credit .  The Borrower may request, in accordance with the terms hereof, the issuance of a Letter of Credit for its own account, in form reasonably acceptable to the Administrative Agent and the applicable L/C Issuer, at any time and from time to time while the Revolving Loan Commitment remains in effect.

SECTION 2.7.1         Issuance Procedures .  (a)    By delivering to the relevant L/C Issuer, and, if the L/C Issuer is not Citibank, the Administrative Agent, a duly completed and executed Issuance Request, together with a duly completed application and agreement for such Letter of Credit as such L/C Issuer may specify, on or before 11:00 a.m. (New York City time) on a Business Day not less than 30 days prior to the Revolving Loan Commitment Termination Date, the Borrower may, from time to time irrevocably request, on not less than three nor more than five Business Days’ notice, that such L/C Issuer issue or extend the Stated Expiry Date of, as the case may be, a Letter of Credit in such form as may be requested by the Borrower and approved by such L/C Issuer, such Letter of Credit to be used solely for the purposes described in Section 4.10 .  Each Letter of Credit shall by its terms be stated to expire on a date (its “ Stated Expiry Date ”) no later than the earlier of (i) one year from the date of issuance and (ii) five Business Days prior to the Stated Maturity Date; provided , however , that a Letter of Credit may, if requested by the Borrower, provide on terms acceptable to the Administrative Agent and each applicable L/C Issuer, for renewal for successive periods of one year or less (but not beyond five Business Days prior to the Stated Maturity Date), unless the Administrative Agent or such L/C Issuer shall have delivered to the beneficiary of such Letter of Credit a notice of non-renewal.  The relevant L/C Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.  Unless notified in writing by the Administrative Agent or the Required Lenders before it issues a Letter of Credit that a Default or Event of Default exists or that the conditions precedent for issuing the same have not been established, the relevant L/C Issuer may issue the requested Letter of Credit in accordance with such L/C Issuer’s customary practices.  In the event and to the extent that the provisions of any Letter of Credit application and agreement of the Borrower conflicts with this Agreement, the provisions of this Agreement shall govern.

(b)                                  No L/C Issuer shall be under any obligation to issue any Letter of Credit if at the time of request of such issuance any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any requirement of Law applicable to such L/C Issuer or any directive from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such L/C Issuer in good faith deems material to it.  No L/C Issuer shall be required to amend, extend or

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renew any Letter of Credit if at the time of the request therefor it would not be required to issue a Letter of Credit as provided in this clause (b) .

(c)                                   If the L/C Issuer is the Administrative Agent, it will notify the Revolving Lenders, within three Business Days after the end of each calendar month, of all issuance, renewal and amendment to Letters of Credit during the preceding calendar month.  If the L/C Issuer is not the Administrative Agent it will notify the Administrative Agent promptly (and, in any event, within three Business Days following the occurrence thereof) of the issuance, renewal and amendment of all Letters of Credit issued by it.

SECTION 2.7.2         Other Revolving Lenders’ Participation .  (a) Upon the issuance of each Letter of Credit pursuant hereto, and without further action, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased (without recourse, representation or warranty), to the extent of its Percentage, a participation interest in each such Letter of Credit, including all Reimbursement Obligations with respect thereto.

(b)                                  If either (i) any L/C Issuer makes any payment or disbursement under any Letter of Credit and the Borrower has not, in accordance with Section 2.7.3 , reimbursed in full the applicable L/C Issuer with respect thereto or (ii) any reimbursement received by any L/C Issuer from the Borrower is returned or rescinded upon or during any bankruptcy or reorganization of any Loan Party or otherwise, each Revolving Lender shall be irrevocably and unconditionally obligated to pay to each applicable L/C Issuer its Percentage of such payment or disbursement; provided , however , that no such payment by the Revolving Lenders shall diminish the Obligations of the Borrower under Section 2.7.3 to repay such disbursements and payments in full.  Each Revolving Lender agrees to make its required reimbursement payment not later than 2:00 p.m. (New York City time) on the Business Day that it receives a notice of payment or disbursement by the Administrative Agent or the applicable L/C Issuer (or, if any Revolving Lender receives such notice after 3:00 p.m. (New York City time) on any Business Day, prior to 10:00 a.m. (New York City time) on the next following Business Day), together with interest thereon from the date of requested prepayment until the date of such reimbursement at a rate per annum equal to the greater of (A) the Federal Funds Effective Rate or (B) the rate determined by the Administrative Agent in accordance with banking industry rates on interbank compensation, for the first three Business Days following such Revolving Lender’s receipt of such notice, and thereafter at the interest rate applicable to Base Rate Loans that are Revolving Loans.  Any Revolving Lender’s failure to make available to the applicable L/C Issuer its Percentage of any such payment or disbursement shall not relieve any other Revolving Lender of its obligation hereunder to make available such other Revolving Lender’s Percentage of such payment, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender’s Percentage of any such payment or disbursement.

(c)                                   Each Revolving Lender (i) that has complied with its obligations under this Section 2.7.2 shall be entitled to receive its Pro Rata share of Letter of Credit fees payable pursuant to Section 3.3.2 with respect to each relevant Letter of Credit and (ii) if such Revolving Lender has funded a reimbursement payment as provided in clause (b) with respect to a particular Letter of Credit, its Pro Rata share of all reimbursement payments paid by the Borrower with respect thereto.

SECTION 2.7.3         Disbursements .  Each L/C Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by such L/C Issuer, together with notice of the date (the “ Disbursement Date ”) such payment shall be made (each such payment, a “ Disbursement ”).  Subject to the terms and provisions of such Letter of Credit and this Agreement, such L/C Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit.  Not later than 3:00 p.m. (New York City time) on any Business Day that each relevant L/C Issuer notifies the Borrower and the Administrative Agent that it has made a Disbursement under a Letter of Credit (or, if the Borrower receives such notice after 3:00 p.m. (New York City time) on any Business Day, prior to 10:00 a.m. (New York City time) on the next following Business Day), the Borrower will

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reimburse the Administrative Agent, for the account of the relevant L/C Issuer and each such Revolving Lender that has made a reimbursement payment to such L/C Issuer with respect thereto pursuant to Section 2.7.2(b) , for all amounts which such L/C Issuer and each such Revolving Lender have disbursed under such Letter of Credit, together with interest thereon from the Disbursement Date through the date of such reimbursement at a rate per annum applicable to Base Rate Loans that are Revolving Loans (subject to Section 3.2.2 with respect to late payments).

SECTION 2.7.4         Reimbursement .  The obligation (a “ Reimbursement Obligation ”) of the Borrower under Section 2.7.3 to reimburse each L/C Issuer with respect to each Disbursement and, upon the failure of the Borrower to reimburse each such L/C Issuer (or if any reimbursement by the Borrower must be returned or disgorged by any such L/C Issuer for any reason), each Revolving Lender’s obligation under Section 2.7.2 to reimburse each such L/C Issuer, shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or each such Revolving Lender, as the case may be, may have or have had against any L/C Issuer, the Administrative Agent or any Revolving Lender, including any defense based upon the failure of any Disbursement to conform to the terms of the applicable Letter of Credit, any non-application or misapplication by the beneficiary of the proceeds of such Letter of Credit, the existence of any Default or Event or Default; provided , however , that after paying in full its Reimbursement Obligations hereunder, nothing herein shall adversely affect the right of the Borrower or each such Lender, as the case may be, to commence any proceeding against any L/C Issuer in accordance with the last paragraph of Section 2.7.6 .

SECTION 2.7.5         Deemed Disbursements .  Upon the occurrence and during the continuation of any Default or Event of Default of the type described in Section 8.1.9 or, with notice from the Administrative Agent, upon the occurrence and during the continuation of any other Event of Default:

(a)                                  an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower, be deemed to have been paid or disbursed by the relevant L/C Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed);

(b)                                  the Borrower shall be immediately obligated to reimburse each L/C Issuer for the amount deemed to have been so paid or disbursed by such L/C Issuer (in an amount equal to 105% of the Letter of Credit Outstandings), as the case may be; and

(c)                                   all Reimbursement Obligations shall be immediately due and payable in full.

Any amounts so payable by the Borrower pursuant to this Section 2.7.5 shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the L/C Issuers, all on terms and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent.

SECTION 2.7.6         Nature of Reimbursement Obligations .  The Borrower and, to the extent set forth in Section 2.7.2 , each Revolving Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof.  No L/C Issuer shall be responsible for, nor shall any of the obligations of the Borrower or any Revolving Lender with respect to any Letter of Credit be affected by, any of the following:

(a)                                  the form, validity, sufficiency, accuracy, genuineness or legal effect of any Loan Document, any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;

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(b)                                  the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason;

(c)                                   the failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit;

(d)                                  errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, facsimile, telex or otherwise;

(e)                                   any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit;

(f)                                    any other act or omission to act or delay of any kind of any L/C Issuer, the Lenders, the Administrative Agent or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.7.6 , constitute a legal or equitable discharge of the Borrower’s obligations hereunder; or

(g)                                   the existence of any Default or Event of Default, or the termination of the Commitments.

None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the L/C Issuers, the Administrative Agent or any Lender hereunder.  In furtherance of the foregoing, neither the Administrative Agent nor any L/C Issuer or Lender shall have any liability or responsibility by reason of, or in connection with, the form, validity issuance, transfer, payment, non-payment or any other transaction related to any Letter of Credit; provided , however , that the foregoing shall not excuse any L/C Issuer from liability to the Borrower or the Lenders to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower and the Lenders to the extent permitted by applicable Law) suffered by the Borrower, the Administrative Agent or the Lenders that are caused by such L/C Issuer’s failure to exercise reasonable care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.  The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any L/C Issuer (as determined by a court of competent jurisdiction), such L/C Issuer shall be deemed to have exercised reasonable care in each such determination.  Without limiting the foregoing, the parties agree that, with respect to documents presented which appear on their face to be in compliance with the terms of a Letter of Credit, each L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

SECTION 2.7.7         Uniform Customs and Practice .  The (a) Uniform Customs and Practice for Documentary Credits as published by the International Chamber of Commerce most recently at the time of issuance of any commercial Letter of Credit shall apply to each such commercial Letter of Credit and (b) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice most recently at the time of issuance of any standby Letter of Credit shall apply to each such standby Letter of Credit.

SECTION 2.8                   Swing Line Loans .  (a) By utilizing a form of electronic communication that has been approved by the Administrative Agent and the Swing Line Lender the Borrower may irrevocably request, on or before 2:00 p.m. (New York City time) on any Business Day a proposed Swing Line Loan is to be made, that Swing Line Loans be made by the Swing Line Lender in any minimum or multiple amount.  All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into Eurodollar Rate Loans.  Promptly following confirmation from the Administrative Agent

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to the Swing Line Lender that all the conditions for making a Swing Line Loan have been satisfied, the proceeds of each Swing Line Loan shall be made available by the Swing Line Lender, by its close of business on the Business Day in which it receives such confirmation from the Administrative Agent, to the Borrower, by wire transfer in accordance with the written instructions provided to the Swing Line Lender by the Borrower.

(b)                                  If: (i) requested at any time by the Swing Line Lender (as communicated to the Administrative Agent and the Borrower) in its sole discretion; (ii) any Swing Line Loan is or will be outstanding on a date when the Borrower requests that a Revolving Loan be made; or (iii) any Default or Event of Default shall occur and be continuing;

each Revolving Lender (other than the Swing Line Lender) irrevocably agrees that it will, promptly following notice from the Administrative Agent to the Revolving Lenders of the occurrence of any of the events referred to in the preceding clauses (i) through (iii) (which notice the Administrative Agent agrees to provide promptly for and on behalf of the Swing Line Lender), make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Revolving Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the “ Refunded Swing Line Loans ”).  On or before 10:00 a.m. (New York City time) on the first Business Day following the occurrence of one of the foregoing ( provided , however , that if any Revolving Lender shall receive such notice at or prior to 10:00 a.m. (New York City time) on a Business Day such funding shall be made by such Revolving Lender on or before 2:00 p.m. (New York City time) on such Business Day), each such Revolving Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans.  At the time the aforementioned Revolving Lenders make the above referenced Revolving Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans.  Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause (b) , the amount so funded shall become outstanding under such Revolving Lender’s Revolving Note and shall no longer be owed under the Swing Line Note.  The Borrower hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrower’s accounts with the Administrative Agent and the Swing Line Lender in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of the Revolving Loans made by the Lenders, including the Revolving Loan deemed to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans.

All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period in respect of which such Revolving Loans were made.  In the event any Revolving Lender fails to fund when due as herein provided its Refunded Swing Line Loan, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Federal Funds Rate for the first day following the due date and thereafter at the Alternate Base Rate plus the Applicable Margin.  Each Revolving Lender’s obligation to make the Revolving Loans referred to in this clause (b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) the acceleration or maturity of any Loans or the termination of any Commitment after the making of any Swing Line Loan; (D) any breach of this Agreement or any other Loan Document by the Borrower, any Lender or the Administrative Agent; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

SECTION 2.9                   Notes .  Each Lender’s Loans under a Commitment shall, if requested by such Lender, be evidenced by a Note payable to the order of such Lender in a principal amount equal to such Lender’s Percentage of the original Commitment Amount.  Each Lender shall record in its records the

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outstanding amount owing pursuant to its Notes; provided , however , that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower or any other Loan Party.  Such notations shall be conclusive and binding on the Borrower absent manifest error.

SECTION 2.10            Increase in Commitment .

(a)                                  Request for Increase .  If no Default or Event of Default has occurred and is continuing the Borrower may, from time to time, request (each an “ Incremental Loan Borrowing Request ”) by delivering a notice to the Administrative Agent (who shall promptly notify the Lenders of the substance thereof) that the Revolving Loan Commitment Amount be increased by an aggregate amount (for all such requests) not exceeding $25,000,000 (each such increase, an “ Incremental Loan Borrowing ”); provided , however , that (i) each such Incremental Loan Borrowing Request shall request an increase in a minimum amount of $5,000,000 (or, if less, the remaining portion of such of total amount) and integral multiples of $5,000,000 in excess thereof and (ii) the Borrower may not submit more than three Incremental Loan Borrowing Requests during the term of this Agreement.  The notice by the Administrative Agent to the Lenders describing each Incremental Loan Borrowing Request shall specify the time period (to be determined by the Borrower in consultation with the Administrative Agent but in no event be less than 15 Business Days from the date of delivery by the Borrower of the applicable Incremental Loan Borrowing Request to the Administrative Agent) within which each Lender is required to inform the Administrative Agent whether such Lender intends to participate in the applicable Incremental Loan Borrowing.

(b)                                  Lender Elections to Increase .  Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to participate in the applicable Incremental Loan Borrowing and, if so, shall specify the amount of such Incremental Loan Borrowing it desires to be allocated to it.  Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment Amount.  Each determination by a Lender to participate in an Incremental Loan Borrowing shall be made by it in its sole and absolute discretion.

(c)                                   Notification by Administrative Agent; Additional Lenders .  The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each Incremental Loan Borrowing Request.  To achieve the full amount of the Incremental Loan Borrowing specified in the applicable Incremental Loan Borrowing Request, subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) the Borrower may obtain the agreement of additional Eligible Assignees to become Lenders pursuant to an Incremental Loan Joinder Agreement.  Each such Eligible Assignee shall, as a condition to participating in any Incremental Loan Borrowing, be required to deliver all forms, if any, that are required to be delivered by such Eligible Assignee pursuant to Section 4.6(f) and any other information that the Administrative Agent requires from Lenders as a condition to becoming a party to this Agreement.

(d)                                  Effective Date and Allocations .  If the Commitment Amount is increased in accordance with this Section 2.10 , the Administrative Agent and the Borrower shall determine the effective date of each such increase (each a “ Loan Increase Effective Date ”) and the final allocation of each Incremental Loan Borrowing.  The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the applicable Loan Increase Effective Date.

(e)                                   Conditions to Effectiveness of Increase .  As a condition precedent to the occurrence of each Loan Increase Effective Date, the Borrower shall deliver to the Administrative Agent a certificate dated as of the applicable Loan Increase Effective Date (in sufficient copies for each Lender) and signed by an Authorized Officer (i) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Loan Borrowing and (ii) certifying that, before and after giving effect to such Loan Increase Effective Date and any Incremental Loan Borrowing made on such date, (A) the representations and warranties contained in Article 5 and the other Loan Documents are true and correct on and as of such Loan Increase Effective Date; provided , however , that such representations and

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warranties (x) that relate solely to an earlier date shall be true and correct as of such earlier date and (y) shall be true and correct in all respects if they are qualified by a materiality standard; (B) no Default or Event of Default shall have occurred and be continuing; and (C) all reasonable accrued fees and expenses of each Lender (including in its capacity as Administrative Agent) participating in such Incremental Loan Borrowing have been paid in full.

(f)                                    Terms of Incremental Loan Borrowing .  The terms and provisions of the incremental Loans comprising each Incremental Loan Borrowing shall be identical to those of the existing Revolving Loans.

(g)                                   Notes .  Any existing Lender that has a Note and participates in any Incremental Loan Borrowing shall, substantially contemporaneously with the delivery of its Note to be replaced to the Borrower, receive a replacement Note that evidences the aggregate principal amount of its Loans outstanding hereunder.  Any new Lender requesting a Note shall receive such a Note in an amount equal to the aggregate principal amount of the Incremental Loan Borrowing it is required to fund pursuant to the terms of this Section 2.10 .

(h)                                  Prepayment .                            If the Borrower shall increase the Revolving Commitment Amount pursuant to this Section 2.10 it shall prepay any Revolving Loans that are outstanding on the applicable Loan Increase Effective Date (and pay any amounts required pursuant to Section 4.4 ) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Percentages arising from any non-ratable increase in the Revolving Loan Commitment Amount.

SECTION 2.11            Defaulting Lenders .

SECTION 2.11.1                                                  Defaulting Lender Adjustments .  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(a)                                  Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders.

(b)                                  Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 8 or otherwise) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or the Swing Line Lender hereunder; third , to Cash Collateralize the L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to clause (d) ); fourth , as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth , if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (i) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (ii) Cash Collateralize the L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement; sixth , to the payment of any amounts owing to the Lenders, the L/C Issuers or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuers or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its

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obligations under this Agreement; seventh , so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided , however , that if (A) such payment is a payment of the principal amount of any Loans or Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (B) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Reimbursement Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to clause (d) . Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this clause (b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(c)                                   Certain Fees .

(i)                                      No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(ii)                                   Each Defaulting Lender shall be entitled to receive Letter of Credit fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral.

(iii)                                With respect to any fee not required to be paid to any Defaulting Lender pursuant to clause (i) or (ii) above, the Borrower shall (A) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Reimbursement Obligations or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (d) below, (B) pay to each L/C Issuer and the Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s or the Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (C) not be required to pay the remaining amount of any such fee.

(d)                                  All or any part of such Defaulting Lender’s participation in Reimbursement Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (i) the conditions set forth in Section 5.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (ii) such reallocation does not cause the aggregate principal amount of any Non-Defaulting Lender’s outstanding Revolving Loans and such Lender’s participation in Reimbursement Obligations and Swing Line Loans at such time to exceed such Non-Defaulting Lender’s Commitment.  No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(e)                                   If the reallocation described in clause (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (i) first, prepay Swing Line Loans in an amount equal to the Swing Line Lender’s Fronting Exposure

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and (ii) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.11.1(b) .

SECTION 2.11.2                                                  Defaulting Lender Cure .  If the Borrower, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held pro rata by the Lenders in accordance with the Commitments (without giving effect to Section 2.11.1(d) , whereupon such Lender will cease to be a Defaulting Lender; provided , however , that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided , further , however , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

SECTION 2.11.3                                                  New Swing Line Loans/Letters of Credit .  So long as any Lender is a Defaulting Lender, (a) the Swing Line Lender shall not be required to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan and (b) no L/C Issuer shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

ARTICLE 3
PAYMENTS, INTEREST AND FEES

SECTION 3.1                   Repayments and Prepayments .  The Borrower shall repay in full the unpaid principal amount of each Loan on the Stated Maturity Date and pursuant to Sections 8.2 and 8.3 .  Prior thereto, repayments and prepayments of Loans shall be made as set forth in this Section 3.1 .

SECTION 3.1.1         Voluntary Prepayments .  Prior to the Stated Maturity Date, the Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided , however , that:

(a)                                  any such prepayments shall be made Pro Rata among Loans of the same Type and, if applicable, having the same Interest Period of all the Lenders;

(b)                                  all such voluntary prepayments shall require (i) in the case of Eurodollar Rate Loans, notice to the Administrative Agent on or before 11:00 a.m.  (New York City time) not less than three Business Days nor more than five Business Days’ in advance of any prepayment thereof, and (ii) in the case of Base Rate Loans, notice to the Administrative Agent on or before 11:00 a.m. (New York City time) on the Business of any prepayment thereof; and

(c)                                   all such voluntary partial prepayments shall be (i) in the case of Revolving Loans, in an aggregate minimum amount of $500,000 and an integral multiple of $250,000 or, if less, the aggregate principal amount of the Revolving Loans outstanding hereunder, or (ii) in the case of Swing Line Loans, in any minimum or multiple amount.

SECTION 3.1.2         Mandatory Repayments and Prepayments .

(a)                                  Excess Outstandings .  The Borrower shall, on each date (i) when the sum of (A) the aggregate outstanding principal amount of all Revolving Loans, (B) the aggregate outstanding principal amount of all Swing Line Loans and (C) the Letter of Credit Outstandings exceeds the

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Revolving Loan Commitment Amount (as it may be reduced from time to time), first , prepay all the Swing Line Loans until they have been paid in full, second , repay the outstanding Reimbursement Obligations until they have been paid in full, third , prepay the Revolving Loans until they have been paid in full and, fourth , Cash Collateralize the other Letter of Credit Outstandings (in an amount equal to 105% of such Letter of Credit Outstandings), in each case in an amount equal to such excess and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent; and (ii) when the aggregate outstanding principal amount of all the Swing Line Loans exceeds the Swing Line Loan Commitment Amount (as it may be reduced from time to time), make a mandatory prepayment of the Swing Line Loans in an aggregate amount equal to such excess.

(b)                                  Mandatory Prepayments from Certain Sources .  The Borrower shall, on the date of receipt by it of any (i) Net Debt Proceeds, (ii) Extraordinary Receipts or (iii) Net Dispositions Proceeds or (iv) Net Insurance Proceeds, (or, to the extent clause (e) is applicable, on the dates specified therein with respect to Reduced Net Disposition Proceeds and Reduced Net Insurance Proceeds, respectively), in each case to the extent in excess of $2,000,000, apply 100% of all such Net Debt Proceeds, Extraordinary Receipts, Net Disposition Proceeds and Net Insurance Proceeds (or, to the extent clause (e) is applicable, Reduced Net Disposition Proceeds and Reduced Net Insurance Proceeds):

(A)                                first , make a mandatory prepayment of the Swing Line Loans;

(B)                                second , if all the Swing Line Loans have been paid in full, repay outstanding Reimbursement Obligations;

(C)                                third , if all the Swing Line Loans and outstanding Reimbursement Obligations have been paid in full, make a mandatory prepayment of the Revolving Loans; and

(D)                                fourth , if all the Swing Line Loans, outstanding Reimbursement Obligations and Revolving Loans have been paid in full, Cash Collateralize all other Letter of Credit Outstandings (in an amount equal to 105% of such Letter of Credit Outstandings) on terms and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent.

The Borrower shall deliver to the Administrative Agent (x) not later than two Business Days prior to the time of each prepayment required under this Section 3.1.2(b) a certificate signed by a Financial Officer setting forth in reasonable detail (1) the calculation of the amount of such prepayment and (2) with respect to any prepayment of Reduced Net Disposition Proceeds or Reduced Net Insurance Proceeds, the information required in clause (e) , and (y) notice of each mandatory prepayment on or before 10:00 a.m. one Business Day in advance of such prepayment.

(c)                                   Stated Maturity Date .  On the Stated Maturity Date, the Borrower shall (i) repay in full the then aggregate outstanding principal amount of the Loans and Reimbursement Obligations and (ii) Cash Collateralize all other Letter of Credit Outstandings (in an amount equal to 105% of such Letter of Credit Outstandings) on terms and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent.

(d)                                  Acceleration .  The Borrower shall, immediately upon any acceleration of any Loans or Letter of Credit Outstandings pursuant to Sections 8.2 or 8.3 , (i) repay all (or if only a portion is accelerated thereunder, such portion of) the Loans and Reimbursement Obligations then outstanding and (ii) Cash Collateralize all other Letter of Credit Outstandings (in an amount equal to 105% of such Letter of Credit Outstandings) on terms and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent.

(e)                                   Reinvestment .  If no Default or Event of Default has occurred and is continuing, the Borrower or any of its Subsidiaries may, during the 180 day period following receipt by the Borrower

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or the Administrative Agent, as the case may be, of any Net Disposition Proceeds or Net Insurance Proceeds that have been paid on account of the loss or damage to any Collateral, in each case in an aggregate amount with respect to any single or related series of events of less than $5,000,000, notify the Administrative Agent of its intention to apply the same to (i) in the case of Net Disposition Proceeds, acquire, construct or make improvements to assets that are useful to the Borrower and its Subsidiaries in the ordinary course of their business, or (ii) in the case of Net Insurance Proceeds, repair, restore or replace the asset or property on account of which such Net Insurance Proceeds were paid or as provided in clause (i) .  Such notice by the Borrower shall describe in reasonable detail (A) in the case of Net Disposition Proceeds, the transaction giving rise to such Net Disposition Proceeds and the proposed reinvestment assets to be acquired, constructed or improved, and (B) in the case of Net Insurance Proceeds, the nature of such loss or damage and the proposed reinvestment assets to be acquired, and in either case, include a statement that the Borrower or one or more of its Subsidiaries has a reasonable and good faith intention to apply such Net Disposition Proceeds or Net Insurance Proceeds, as the case may be, within 180 days of its receipt to the acquisition, construction or improvement of such reinvestment assets or the repair, replacement or restoration of such lost or damaged property, as the case may be.  To the extent that the Borrower does not send the notice referred to in the preceding sentence or does not acquire, construct, repair, restore or replace, as the case may be, the relevant property within such 180 day period, the relevant Net Disposition Proceeds or Net Insurance Proceeds, as the case may be, shall be applied by the Administrative Agent as a mandatory prepayment or payment of the outstanding Loans and Reimbursement Obligations and Cash Collateralization of the other Letter of Credit Outstandings to the extent required by clause (b) .  All Net Disposition Proceeds and Net Insurance Proceeds paid by the Administrative Agent to the Borrower for the acquisition, construction, repair, replacement or restoration, as the case may be, of property shall be promptly applied (and, in any event, not later than the next following Business Day after receipt by the Borrower) to complete the same.  All Net Disposition Proceeds and Net Insurance Proceeds paid on account of the loss or damage to any Collateral in respect of any single or related series of events in an amount exceeding $5,000,000 or during the continuance of any Default or Event of Default shall be applied as a mandatory prepayment or payment of the outstanding Loans and Reimbursement Obligations and Cash Collateralization of the other Letter of Credit Outstandings pursuant to clause (b) ; provided , however , that if no Default or Event of Default has occurred and is continuing the Administrative Agent may, in its sole discretion, authorize the Borrower to reinvest such amount in accordance with the terms hereof.  Upon the occurrence and during the continuance of a Default or Event of Default, all amounts that are to be reinvested by the Borrower shall be held by the Administrative Agent in a Cash Collateral account prior to its application to acquire, construct, repair, restore or replace, as the case may be, the relevant property, and while so held shall form a part of the Collateral and be subject to the Administrative Agent’s first priority perfected security interest.  Amounts held in such Cash Collateral account may, at the direction of the Borrower, be invested in Cash Equivalent Investments; provided , however , that no Lender Party shall have any responsibility with respect to any return (or lack thereof) or loss with respect to such investments.

SECTION 3.1.3         Application of Prepayments .  Each prepayment of any Loans made pursuant to this Section 3.1 shall be applied, to the extent of such prepayment, first , to the prepayment of Base Rate Loans and, second , to the prepayment of Eurodollar Rate Loans.  Each prepayment of any Loans made pursuant to this Section 3.1 shall be without premium or penalty but subject to Section 4.4 .

SECTION 3.2                   Interest Provisions .  Interest on the outstanding principal amount of Loans shall accrue and be payable in accordance with this Section 3.2 .

SECTION 3.2.1         Rates .  Subject to Sections 2.4 , 2.5 and 2.8 , the Borrower may elect, pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion Notice, that Loans comprising a Borrowing accrue interest at a rate per annum:

(a)                                  on that portion maintained from time to time as a Base Rate Loan, equal to the sum of the Alternate Base Rate from time to time in effect plus the Applicable Margin; and

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(b)                                  on that portion maintained from time to time as a Eurodollar Rate Loan, during each Interest Period applicable thereto, equal to the sum of the Adjusted Eurodollar Rate for such Interest Period plus the Applicable Margin.

SECTION 3.2.2         Post-Default Rates .  Upon the occurrence and during the continuation of an Event of Default, the Borrower shall pay, but only to the extent permitted by applicable Law, interest (after as well as before judgment) on the Obligations at a rate per annum equal to (a), in the case of Loans, the rate per annum otherwise in effect plus a margin of 2% per annum and (b), in the case of Letter of Credit Outstandings and other Obligations payable hereunder, interest at a rate per annum equal to the rate applicable to Base Rate Loans plus 2% per annum, in each case from the date of such non-payment until such amount is paid in full (in any such case, after as well as before judgment).

SECTION 3.2.3         Payment Dates .  Interest accrued on each Loan shall be paid as follows:

(a)                                  on the Stated Maturity Date;

(b)                                  on the date of any payment or prepayment, in whole or in part, of principal outstanding on such Loan on the principal amount so paid or prepaid;

(c)                                   with respect to Base Rate Loans, on each Quarterly Payment Date;

(d)                                  with respect to Eurodollar Rate Loans, on the last day of each applicable Interest Period (and, if such Interest Period shall exceed three months, on the date that is three months from the beginning of such Interest Period); and

(e)                                   on that portion of any Loans that are accelerated pursuant to Section 8.2 or Section 8.3 , immediately upon such acceleration.

Interest accrued on Loans or other monetary Obligations arising under this Agreement or any other Loan Document after the date such amount is due and payable (whether on the Stated Maturity Date, upon acceleration or otherwise) shall be payable upon demand.

SECTION 3.3 Fees .  The Borrower agrees to pay the fees set forth in this Section 3.3 .  All such fees shall be non-refundable.

SECTION 3.3.1         Commitment Fee .  The Borrower agrees to pay to the Administrative Agent, for the Pro Rata account of each Revolving Lender (other than each Revolving Lender that is a Defaulting Lender), for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrower’s inability to satisfy any condition of Article 5 ) commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination Date, a commitment fee at the rate per annum equal to the Commitment Fee Rate on such Lender’s Percentage of the average daily unused portion of the Revolving Loan Commitment Amount (without taking into account any outstanding Swing Line Loans and that portion of the Revolving Loan Commitment Amount attributable to such Defaulting Lender).  Such commitment fees shall be payable by the Borrower in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Revolving Loan Commitment Termination Date.  For purposes of calculating the commitment fee the making of Swing Line Loans by the Swing Line Lender shall not constitute the usage of the Revolving Loan Commitment.

SECTION 3.3.2         Letter of Credit Fee .  The Borrower agrees to pay to the Administrative Agent, for the Pro Rata account of each Revolving Lender, a Letter of Credit fee in an amount equal to, with respect to each Letter of Credit, the then Applicable Margin with respect to Revolving Loans that are Eurodollar Rate Loans (whether or not Eurodollar Rate Loans are actually

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outstanding) multiplied by the average daily Letter of Credit Outstandings of each such Letter of Credit, such fee to be paid by the Borrower in arrears on each Quarterly Payment Date (commencing with the first Quarterly Payment Date following the Effective Date) and on the expiry date of each such Letter of Credit.  The Borrower further agrees to pay to each L/C Issuer with respect to each of its newly issued or re-issued Letters of Credit (a) a fronting fee equal to 0.25% per annum multiplied by the average daily Letter of Credit Outstandings and (b) all related costs, expenses and processing charges.

SECTION 3.3.3         Administrative Agent’s Fees, etc .  The Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts, on the dates and in the manner set forth in the Fee Letter.

ARTICLE 4

YIELD PROTECTION, TAXES AND RELATED PROVISIONS

SECTION 4.1                   Eurodollar Rate Lending Unlawful .  If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any Law makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for such Lender to make, continue or maintain any Loan as, or to convert any Loan into, a Eurodollar Rate Loan, the obligations of such Lender to make, continue, maintain or convert any such Eurodollar Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding Eurodollar Rate Loans of such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such Law or assertion.

SECTION 4.2                   Inability to Determine Rates .  If the Administrative Agent shall have determined or been instructed by the Required Lenders that adequate means do not exist for adequately and fairly determining the cost to the Lenders of making or maintaining Eurodollar Rate Loans or calculating the same then, upon notice from the Administrative Agent to the Borrower and the Lenders, the obligations of all Lenders under Sections 2.4 and 2.5 to make or continue any Loans as, or to convert any Loans into, Eurodollar Rate Loans shall forthwith be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

SECTION 4.3                   Increased Costs, etc .  If any Change in Law shall:

(a)                                  impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender Party (except any reserve requirement reflected in the Eurodollar Reserve Requirement);

(b)                                  subject any Lender Party to any tax whatsoever with respect to this Agreement, any Eurodollar Rate Loan or any Letter of Credit or participation therein, or change the basis of taxation of payments to such Lender Party in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 4.6 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender Party); or

(c)                                   impose on any Lender Party or the London interbank market any other condition, cost or expense affecting this Agreement, any Eurodollar Rate Loan or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender Party of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender Party of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of

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any sum received or receivable by such Lender Party (whether of principal, interest or any other amount) then, upon request of such Lender Party, the Borrower will pay to such Lender Party such additional amounts as will compensate such Lender Party for such additional costs incurred or reduction suffered.  A certificate of such Lender Party delivered to the Borrower (with a copy to the Administrative Agent) as to such additional amounts that are necessary to compensate such Lender Party as aforesaid shall, absent manifest error, be conclusive and binding on the Borrower and shall be payable within three Business Days after receipt thereof.

SECTION 4.4                   Funding Losses .  In the event any Lender shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan into, a Eurodollar Rate Loan) as a result of:

(a)                                  any conversion or repayment or prepayment of the principal amount of any Eurodollar Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 3.1 , Section 4.1 , Article 8 or otherwise;

(b)                                  any Loans not being made as Eurodollar Rate Loans in accordance with the Borrowing Request therefor;

(c)                                   any Loans not being continued as, or converted into, Eurodollar Rate Loans in accordance with the Continuation/Conversion Notice therefor; or

(d)                                  the operation of Section 4.13 (other than subsection (c) thereof),

then, upon the notice of such Lender to the Borrower (with a copy to the Administrative Agent), the Borrower shall promptly (and, in any event, within three Business Days of receipt of such notice) pay directly to such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense.  Such notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower.  For the purpose of calculating amounts payable to a Lender under this Section 4.4 , each Lender shall be deemed to have actually funded its relevant Eurodollar Rate Loan through the purchase of a deposit bearing interest at the Adjusted Eurodollar Rate in an amount equal to the amount of that Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period; provided , however , that each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 4.4 .

SECTION 4.5                   Increased Capital Requirements .  If any Lender Party determines that any Change in Law affecting such Lender Party or any lending office of such Lender Party or such Lender Party’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender Party’s capital or on the capital of such Lender Party’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender Party or the Loans made by, or the Letters of Credit issued by or participated in by such Lender Party, to a level below that which such Lender Party or such Lender Party’s holding company could have achieved but for such Change in Law (taking into consideration such Lender Party’s policies and the policies of such Lender Party’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender Party such additional amounts as will compensate such Lender Party or such Lender Party’s holding company for any such reduction suffered.  A certificate of a Lender Party delivered to the Borrower (with a copy to the Administrative Agent) as to any such additional amounts or reduced returns shall, absent manifest error, be conclusive and binding on the Borrower, and shall be payable within three Business Days after the receipt thereof.  In determining such amount, each Lender Party may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable.

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SECTION 4.6                   Taxes .

(a)                                  Payments Free of Taxes .  Any and all payments by or on account of the Obligations shall be made free and clear of and without reduction or withholding for any Taxes, except as required by applicable Law; provided , however , that if any Loan Party shall be required by applicable Law to deduct any Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.6(a) ) each Lender Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Law.

(b)                                  Payment of Other Taxes by the Loan Parties .  Without limiting the provisions of clause (a) , the Borrower and, as applicable, any Loan Party shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law.

(c)                                   Indemnification by the Loan Parties .  The Loan Parties shall jointly and severally indemnify each Recipient (and, with respect to U.S. Federal Income Taxes, if such Recipient is not the Beneficial Owner, the Beneficial Owner) within three Business Days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 4.6 ) payable or paid by such Recipient or Beneficial Owner or required to be withheld or deducted from a payment to such Recipient or Beneficial Owner and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the relevant Loan Party by any Lender Party (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender Party, shall be conclusive absent manifest error.  Any indemnification claim by a Beneficial Owner that is not a Recipient shall be asserted by the applicable Recipient on behalf of such Beneficial Owner.

(d)                                  Indemnification by the Lender Parties .  Each Lender Party shall severally indemnify (i) the Administrative Agent, promptly (but in any event within three Business Days) after demand therefor, for any Indemnified Taxes (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) the Administrative Agent for any Taxes attributable to such Lender’s failure to comply with Section 10.10(d)  relating to the maintenance of a Participant Register and (iii) each Loan Party and the Administrative Agent for any Excluded Taxes attributable to such Lender Party, in each case, that are payable or paid by the Administrative Agent or such Loan Party (as applicable) in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Excluded Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender Party by the Administrative Agent or any Loan Party (as applicable) shall be conclusive absent manifest error.  Each Lender Party hereby authorizes the Administrative Agent or any Loan Party (as applicable) to set off and apply any and all amounts at any time owing to such Lender Party under any Loan Document or otherwise payable by the Administrative Agent or such Loan Party (as applicable) to the Lender Party from any other source against any amount due to the Administrative Agent or such Loan Party (as applicable) under this clause (d) .  The agreements in this clause (d)  shall survive the resignation and/or replacement of the Administrative Agent.

(e)                                   Evidence of Payments .  As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

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(f)                                    Status of Lender Parties .  Any Lender Party that is entitled to an exemption from or reduction of withholding tax under the Law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender Party, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender Party is subject to backup withholding or information reporting requirements.

Without limiting the generality of the foregoing, in the event that the Borrower is resident for tax purposes in the United States:

(i)                                      any Lender Party that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender Party becomes a Lender Party under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender Party is exempt from U.S. federal backup withholding tax;

(ii)                                   any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender Party under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(A)                                duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party;

(B)                                duly completed copies of Internal Revenue Service Form W-8ECI;

(C)                                in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate in form and substance reasonably satisfactory to the Administrative Agent to the effect that such Foreign Lender is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN;

(D)                                to the extent that a Foreign Lender is not the Beneficial Owner (for example, where the Foreign Lender is a partnership or participating Lender granting a typical participation), executed originals of IRS Form W-8IMY, accompanied by a Form W-8ECI, W-8BEN, U.S. Tax compliance certificate in form and substance reasonably satisfactory to the Administrative Agent, Form W-9, and/or other certification documents from each Beneficial Owner, as applicable; provided , however , that if the Foreign Lender is a partnership (and not a participating Lender) and one or more Beneficial Owners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax compliance certificate in form and substance reasonably satisfactory to the Administrative Agent on behalf of each such Beneficial Owner; or

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(E)                                 any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower to determine the withholding or deduction required to be made; and

(iii)                                if a payment made to a Lender Party under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender Party were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender Party shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender Party has complied with such Lender Party’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (iii) , “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g)                                   Treatment of Certain Refunds .  If any Lender Party determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which such Loan Party has paid additional amounts pursuant to this Section 4.6 , it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 4.6 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of such Lender Party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided , however , that such Loan Party, upon the request of such Lender Party, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Lender Party in the event such Lender Party is required to repay such refund to such Governmental Authority.  This clause (g)  shall not be construed to require any Lender Party to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to such Loan Party or any other Person.  Notwithstanding anything in this clause (g)  to the contrary, in no event will such Lender Party be required to pay any amount to a Loan Party pursuant to this clause (g)  the payment of which would place the Lender Party in a less favorable net after-Tax position than the Lender Party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

(h)                                  Treatment of Non-U.S. Partners of Certain Lender Parties . If any Indemnified Taxes are required under the Code to be withheld by a Lender Party that is a “domestic partnership” (within the meaning of Section 7701(a)(30) of the Code) with respect to a Person that is not a U.S. Person and is the direct or indirect beneficial owner of an Equity Interest in such Lender Party (such Person, a “ Non-U.S. Partner ”), the amount payable by the applicable Loan Party shall not be increased under Section 4.6(a) , but, if the Indemnified Taxes are U.S. Federal Income Taxes, such Non-U.S. Partner shall be entitled to the benefits of Section 4.6(c)  to the same extent as if such Non-U.S. Partner were a Lender Party (subject to the requirements and limitations of this Section 4.6 , but applying Section 4.6(f)  as if such Lender Party were the Borrower and such Non-U.S. Partner were a Foreign Lender); provided , however , that such Non-U.S. Partner agrees to be subject to the provisions of Section 4.13 as if it were a Lender Party.  Each Lender Party that is a “domestic partnership” (within the meaning of Section 7701(a)(30) of the Code) agrees, at the Borrower’s expense and request, to use reasonable efforts to

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cooperate with the Borrower to effectuate the provisions of Section 4.13 with respect to such Lender Party’s Non-U.S. Partners.

(i)                                      Survival .  Each party’s obligations under this Section 4.6 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender Party, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

SECTION 4.7                   Payments, Interest Calculations, etc .  (a)  Unless otherwise expressly provided in this Agreement or any other Loan Document, all payments by the Borrower pursuant to or in respect of this Agreement, the Notes, each Letter of Credit or any other Loan Document shall be made by the Borrower to the Administrative Agent for the Pro Rata account of the Lender Parties entitled to receive such payment; provided , however , that (i) all payments with respect to the Swing Line Loans shall be made only to the Swing Line Lender and (ii) in the case of any Revolving Lender that is a Defaulting Lender, the Administrative Agent shall be entitled to set off the funding short fall against such Defaulting Lender’s respective share of all payments received from Borrower.  All such payments required to be made to the Administrative Agent or the Swing Line Lender (in the case of the Swing Line Loans), as the case may be, shall be made without setoff, deduction or counterclaim, not later than 11:00 a.m. (New York City time), on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower.  Funds received after that time shall be deemed to have been received by the Administrative Agent and the Swing Line Lender (in the case of the Swing Line Loans) on the next succeeding Business Day and any applicable interest shall continue to accrue thereon.  The Administrative Agent shall promptly remit (and, in any event, on the same Business Day if received by the Administrative Agent is so received on or prior to 11:00 a.m. (New York City time)) in same day funds to each Lender Party its share, if any, of such payments received by the Administrative Agent for the account of such Lender Party.

(b)                                  All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on Base Rate Loans, 365 days or, if appropriate, 366 days).  If a Loan is repaid on the same day it is made one day’s interest shall be charged.  Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (c)  of the definition of the term “Interest Period” with respect to Eurodollar Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

(c)                                   The Administrative Agent is authorized to charge any account maintained by the Borrower with it for any Obligations owing to it or any of the Lender Parties.

SECTION 4.8                   Sharing of Payments .  If any Lender Party shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff, counterclaim or otherwise) on account of any Credit Extension (other than (a) pursuant to the terms of Sections 4.3 , 4.4 , 4.5 or 4.6 , (b) pursuant to the other express terms of this Agreement or (c) any payment obtained by a Lender Party as consideration for the assignment of or sale of a participation in any of its Credit Extensions) in excess of its Pro Rata share of payments pursuant to Section 4.7 , such Lender Party shall notify the Administrative Agent of the same and purchase for cash at face value from the other Lender Parties such participations in Credit Extensions made by them (without recourse, representation or warranty) as shall be necessary to cause such purchasing Lender Party to share the excess payment or other recovery ratably with each of them; provided , however , that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender Party, the purchase shall be rescinded and each Lender Party which has sold a participation to the purchasing Lender Party shall repay to the purchasing Lender Party the purchase price to the ratable extent of such recovery, without interest. The Borrower agrees that any Lender Party so purchasing a participation from another Lender Party pursuant to this Section 4.8 may, to

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the fullest extent permitted by applicable Law, exercise all its rights of payment (including pursuant to Section 4.9 ) with respect to such participation as fully as if such Lender Party were the direct creditor of the Borrower in the amount of such participation.  If under any applicable bankruptcy, insolvency or other similar Law, any Lender Party receives a secured claim in lieu of a setoff to which this Section 4.8 applies, such Lender Party shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lender Parties entitled under this Section 4.8 to share in the benefits of any recovery on such secured claim.

SECTION 4.9                   Setoff .  Each Lender Party and its Affiliates shall, upon the occurrence and during the continuance of any Event of Default, have the right to appropriate and apply to the payment of the Obligations owing to it (whether or not then due), and (as security for such Obligations) the Borrower hereby grants to each Lender Party and its Affiliates a continuing security interest in, any and all balances, credits, deposits, (general or special, time or demand, provisional or final, whatever currency), accounts or moneys of the Borrower and each of its Subsidiaries now or thereafter maintained with such Lender Party or Affiliate thereof, in each case irrespective of whether or not such Lender Party shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of such Lender Party different from the branch or office holding such deposit or obligated on such indebtedness; provided , however , that any such appropriation and application shall be subject to the provisions of Section 4.8 (each Lender Party agreeing promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender Party, but the failure to give such notice shall not affect the validity of such setoff and application).  The rights of each Lender Party under this Section 4.9 are in addition to other rights and remedies (including other rights of setoff under applicable Law or otherwise) which such Lender Party may have.

SECTION 4.10            Use of Proceeds .  The Borrower shall apply the proceeds of the Loans (a) for working capital and general corporate purposes of the Loan Parties, (b) for Capital Expenditures of the Loan Parties permitted by Section 7.2.4(c) , (c) to finance acquisitions permitted by Section 7.2.7 , (d) to pay dividends, distributions or other payments permitted by Section 7.2.6 and (e) on the Effective Date, to pay the transaction costs and expenses incurred by the Borrower in connection herewith and therewith.

SECTION 4.11            Funding and Payment Reliance, etc .  (a) Unless the Administrative Agent shall have been notified by any Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on such date in accordance with Section 2.4(b)  and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  If and to the extent that such Lender shall not have made its share of the applicable Borrowing available to the Administrative Agent, such Lender and the Borrower severally agree to pay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent at (i) in the case of a payment to be made by such Lender, (A) for the first three Business Days after such payment was due, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) thereafter, at the interest rate applicable to Base Rate Loans, and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans.  If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing.  Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

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

SECTION 4.12            Designation of a Different Lending Office .  If any Lender requests compensation under Section 4.3 or 4.5 , or requires the Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.6 , then promptly, following the request of the Borrower, such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (a) would eliminate or materially reduce amounts payable pursuant to Section 4.3 , 4.5 or 4.6 , as the case may be, in the future and (b) would not subject such Lender to any unreimbursed cost or expense and otherwise be disadvantageous to such Lender (as determined in its sole discretion).  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

SECTION 4.13            Replacement of Lenders .  If (a) any Lender requests compensation under Section 4.3 or 4.5 , (b) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.6 , (c) any Lender is a Defaulting Lender or (d) any Lender (other than Citibank) fails to approve any amendment or waiver of a Loan Document that requires the unanimous consent of all the Lenders and such amendment or waiver is consented to by the Required Lenders, then for a period of 60 days following any of the foregoing the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, consents required by, and fees to be paid pursuant to Section 10.10 ), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided , however , that:

(i)                                      the Borrower shall have paid to the Administrative Agent the processing and recordation fee specified in Section 10.10(b) ;

(ii)                                   such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.4 ) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii)                                in the case of any such assignment resulting from a claim for compensation under Sections 4.3 or 4.5 or payments required to be made pursuant to Section 4.6 , such assignment will result in a material reduction in such compensation or payments thereafter; and

(iv)                               such assignment does not conflict with applicable Law.

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No Lender shall be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

ARTICLE 5

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

SECTION 5.1                   Initial Credit Extension on the Effective Date .  The obligations of the Lenders and, if applicable, the L/C Issuers to fund the initial Credit Extension on the Effective Date shall be subject to the prior or concurrent fulfillment of each of the conditions precedent set forth in this Section 5.1 to the satisfaction of each Lender Party.  There shall be delivered to the Administrative Agent, on behalf of each Lender Party, a sufficient number of originally executed counterparts or copies, as the case may be, of each of the items set forth below.

SECTION 5.1.1                                 Agreement .  The Administrative Agent shall have received this Agreement duly executed by each Lender, the Administrative Agent and an Authorized Officer of the Borrower pursuant to Section 10.8 .

SECTION 5.1.2                                 Resolutions, Good Standing, etc .  The Administrative Agent shall have received from each Loan Party a certificate, dated the Effective Date, of its Secretary or Assistant Secretary as to:

(a)                                  resolutions of its Board of Directors (or equivalent body) then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by it;

(b)                                  each Organizational Document of such Loan Party; and

(c)                                   the incumbency and signatures of each officer (including each Authorized Officer and Financial Officer) of such Loan Party that is authorized to act with respect to each Loan Document executed by it,

upon which certificate each Lender Party may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of the relevant Loan Party canceling or amending such prior certificate.  In addition, the Administrative Agent shall have received satisfactory good standing certificates for each jurisdiction in which each Loan Party is organized and it is authorized (or should be authorized under applicable Law) to conduct business.

SECTION 5.1.3                                 Delivery of Notes .  The Administrative Agent shall have received, for the account of each Lender entitled thereto pursuant to Section 2.9 , its Swing Line Note and Revolving Note in an amount equal to such Lender’s applicable Commitment Amount, each dated the Effective Date and duly executed and delivered by an Authorized Officer of the Borrower.

SECTION 5.1.4                                 Required Consents and Approvals .  All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and by the other Loan Documents and from (a) all relevant Governmental Authorities and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

SECTION 5.1.5                                 [Reserved] .

SECTION 5.1.6                                 Opinions of Counsel .  The Administrative Agent shall have received legal opinions, each dated the Effective Date and addressed to the Administrative Agent and all the Lenders, from New York and applicable local legal counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent.

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SECTION 5.1.7                                 [Reserved] .

SECTION 5.1.8                                 Financial Information, etc .  The Administrative Agent shall have received a certificate of a Financial Officer attaching true and correct copies of:

(a)                                  audited financial statements for the Borrower and its Subsidiaries for each of its last three Fiscal Years, in each case prepared in accordance with GAAP consistently applied and free of any qualification and audited by public accountants of national standing reasonably satisfactory to the Administrative Agent;

(b)                                  quarterly unaudited financial statements for the Borrower and its Subsidiaries for the Fiscal Quarter ending June 30, 2013, certified by a Financial Officer, prepared in accordance with GAAP consistently applied and subject to year-end audit adjustments;

(c)                                   a pro forma balance sheet for the Borrower and its Subsidiaries, certified by a Financial Officer, after giving effect to the transactions contemplated by this Agreement and the other Loan Documents; and

(d)                                  projections for the Borrower and its Subsidiaries on a consolidated basis for the period from the Effective Date through the Stated Maturity Date, certified by a Financial Officer, after giving effect to the transactions contemplated by this Agreement and the other Loan Documents, which projections shall (i) be prepared on an annual basis and (ii) evidence from the Effective Date through the Stated Maturity Date, compliance with the financial covenants contained in Section 7.2.4 .

SECTION 5.1.9                                 Evidence of Insurance .  The Administrative Agent shall have received evidence of the insurance coverage required to be maintained pursuant to Section 7.1.4 .

SECTION 5.1.10                          [Reserved] .

SECTION 5.1.11                          Lien Search Results, etc .  The Administrative Agent shall have received:

(a)                                  search reports certified by a party acceptable to the Administrative Agent, dated a date reasonably near (but prior to) the Effective Date, listing all effective Uniform Commercial Code financing statements, federal and state tax Liens, and judgment Liens which name the Borrower or any other Loan Party, as the debtor, and which are filed in each jurisdiction in which Uniform Commercial Code filings are to be made pursuant to this Agreement or the other Loan Documents, in each jurisdiction where any Loan Party has its principal place of business, maintains its books and records or owns any Real Property Assets, and in such other jurisdictions as the Administrative Agent may reasonably request, together with copies of such financing statements (none of which (other than financing statements filed pursuant to the terms hereof in favor of the Administrative Agent, if such search report is current enough to list such financing statements, and Liens to be terminated on the Effective Date) shall cover any of the Collateral); and

(b)                                  with respect to all intellectual property, search results from the United States Patent and Trademark Office and United States Copyright Office to the extent of any patents, trademarks or copyrights form a part of the Collateral.

SECTION 5.1.12                          Guaranty and Security Agreement, Filings, etc .   The Administrative Agent shall have received the Guarantor Security Agreement, dated as of the date hereof, duly executed by an Authorized Officer of the Borrower and each Domestic Material Subsidiary of the Borrower other than Cody LCI, together with:

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(a)                                  Uniform Commercial Code financing statements naming each Loan Party as the debtor and the Administrative Agent as the secured party, such Uniform Commercial Code financing statements to be filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the first priority security interest of the Administrative Agent pursuant to the Guaranty and Security Agreement; and

(b)                                  evidence satisfactory to the Administrative Agent of the filing (or delivery for filing) of appropriate trademark, copyright and patent security supplements with the United States Patent and Trademark Office and United States Copyright Office to the extent relevant.

SECTION 5.1.13                          Solvency Certificate .  The Administrative Agent shall have received a solvency certificate, in form and substance reasonably acceptable to the Administrative Agent, duly executed by a Financial Officer, dated the Effective Date, certifying that the Loan Parties are Solvent on a consolidated basis both before and after giving effect to the transactions contemplated by this Agreement and the other Loan Documents.

SECTION 5.1.14                          Closing Date Certificate .  The Administrative Agent shall have received a Closing Date Certificate, in form and substance reasonably acceptable to the Administrative Agent, duly executed by an Authorized Officer of the Borrower and dated the Effective Date, certifying satisfaction of the conditions set forth in Section 5.2.1 .

SECTION 5.1.15                          Collateral Access Agreements .  If any property of the Borrower or any of its Subsidiaries is located in a facility under the control of a third Person, each such Person shall have executed a Collateral Access Agreement.

SECTION 5.1.16                          Satisfactory Due Diligence .  Each Lender Party shall have completed, to its satisfaction, a due diligence analysis with respect to the business, assets, contracts, agreements, liabilities (including contingent and environmental liabilities), operations, condition (financial and otherwise) and prospects of the Borrower and its Subsidiaries, including with respect to their ability to comply with the representations and warranties and covenants contained in this Agreement and the other Loan Documents, and their customer and vendor references.

SECTION 5.1.17                          Material Agreements .  The Administrative Agent shall have received a certificate signed by an Authorized Officer of the Borrower and dated the Effective Date, certifying true and correct copies of all the agreements evidencing the Indebtedness referred to in Section 7.2.2(c)  and all other agreements, documents and instruments the breach, non-performance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect, including the JSP Contract (collectively, the “ Material Agreements ”).

SECTION 5.1.18                          [Reserved] .

SECTION 5.1.19                          No Litigation .  There shall be no pending or, to the knowledge of any Loan Party, threatened actions, investigations, suits, proceedings, audits, claims, written demands, orders or disputes (a) with respect to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby, or (b) which could have a Material Adverse Effect on the Loan Parties, taken as a whole.

SECTION 5.1.20                          Compliance Certificate .  The Administrative Agent shall have received an initial Compliance Certificate, dated the Effective Date and duly executed and delivered by a Financial Officer, evidencing (in reasonable detail and with appropriate calculation and computations in all respects satisfactory to the Administrative Agent), on a pro forma basis for the Rolling Period ending immediately prior to the Effective Date, compliance with the covenants set forth in Section 7.2.4 .

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SECTION 5.1.21                          Patriot Act .  Each Lender Party shall have received all documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, in each case at least ten days prior to the Effective Date.

SECTION 5.1.22                          [Reserved] .

SECTION 5.1.23                          Administrative Agent’s Closing Fees , Expenses, etc .  The Administrative Agent shall have received for its own account, and for the account of each other Lender Party, as the case may be, all fees, costs and expenses due and payable, including pursuant to Sections 3.3 and, if then invoiced, 10.3 .

SECTION 5.1.24                          No Material Adverse Effect .  There shall not have occurred any Material Adverse Effect with respect to any of the Loan Parties, individually or taken as a whole, since June 30, 2013.

SECTION 5.2                   All Credit Extensions .  The obligation of each Lender and L/C Issuer to make any Credit Extension (including the initial Credit Extension on the Effective Date) shall be subject to the fulfillment of each of the conditions precedent set forth in this Section 5.2 to the satisfaction of the Administrative Agent.

SECTION 5.2.1                                 Compliance with Warranties, No Default, etc .  Both before and after giving effect to any Credit Extension:

(a)                                  the representations and warranties set forth in Article 6 and in the other Loan Documents shall be true and correct in all material respects with the same effect as if then made; provided , however , that such representations and warranties (i) that relate solely to an earlier date shall be true and correct as of such earlier date and (ii) shall be true and correct in all respects if they are qualified by a materiality standard; and

(b)                                  no Default or Event of Default shall have then occurred and be continuing or would result therefrom.

SECTION 5.2.2                                 Credit Extension Request, etc .  The Administrative Agent (and each relevant L/C Issuer, if a Letter of Credit is being requested) shall have received, as herein provided, a duly completed and executed Borrowing Request, if a Loan is being requested or an Issuance Request, if a Letter of Credit is being requested or extended.  Each delivery of a Borrowing Request or Issuance Request shall constitute a representation and warranty by the Borrower that on the date of such Credit Extension (both immediately before and after giving effect to such Credit Extension and the application of the proceeds thereof) the statements made in Section 5.2.1 are true and correct.

SECTION 5.2.3                                 Satisfactory Legal Form .  All documents executed or submitted pursuant hereto by or on behalf of any Loan Party shall be reasonably satisfactory in form and substance to each Lender Party and its legal counsel.  In addition, the Administrative Agent shall have received all information, approvals, opinions, documents or instruments as its counsel may reasonably request.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES

In order to induce each Lender Party to enter into this Agreement and to make Credit Extensions hereunder, the Borrower represents and warrants to each Lender Party as set forth in this Article 6 .

SECTION 6.1                   Organization, etc .  Each Loan Party (a) (i) is a corporation, partnership or limited liability company, as applicable, validly organized and existing and in good standing under the

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Laws of the jurisdiction of its organization and (ii) is duly qualified to do business and is in good standing as a foreign corporation, partnership or limited liability company, as applicable, in each jurisdiction where the nature of its business requires such qualification, except where the failure to be so qualified, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and (b) has full power and authority and holds all requisite permits, licenses, authorizations, approvals, entitlements, accreditations and privileges, from Governmental Authorities or otherwise, to (i) enter into and perform its Obligations under this Agreement and each other Loan Document to which it is a party and (ii) own and hold under lease its property and to conduct its business substantially as currently conducted by it.

SECTION 6.2                   Due Authorization, Non-Contravention, etc .  The execution, delivery and performance by each Loan Party of this Agreement and each other Loan Document executed or to be executed by it, are within each Loan Party’s corporate, partnership or limited liability company, as applicable, powers, have been duly authorized by all necessary corporate action, and do not:

(a)                                  contravene or result in a default under such Loan Party’s Organizational Documents or Material Agreements;

(b)                                  contravene any Law binding on such Loan Party;

(c)                                   violate, conflict with, result in a breach of, or constitute (alone or with notice or lapse of time or both) a default or event of default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under, any material indenture, agreement, document or other instrument;

(d)                                  violate, conflict with, result in a breach of, or result in the impairment, forfeiture or non-renewal of, any material permit, license, authorization, approval, entitlement, accreditation or privilege of any Governmental Authority; or

(e)                                   result in, or require the creation or imposition of, any Lien on such Loan Party’s properties (other than Liens in favor of the Administrative Agent pursuant to the Loan Documents).

SECTION 6.3                   Required Approvals .  Except as duly obtained and in full force and effect as of the Effective Date, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for:

(a)                                  the due execution, delivery or performance by each Loan Party of this Agreement or each other Loan Document to which it is a party;

(b)                                  the grant by any Loan Party of the security interests, pledges and Liens granted by it under the Loan Documents; or

(c)                                   the perfection of or the exercise by the Administrative Agent of its rights and remedies under this Agreement or any other Loan Document.

SECTION 6.4                   Validity, etc .  This Agreement constitutes, and each other Loan Document executed by the Borrower and each other Loan Party will, on the due execution and delivery thereof, constitute, the legal, valid and binding obligations of the Borrower and each such Loan Party enforceable in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar Law affecting creditors’ rights generally, and subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at Law).  Each of the Loan Documents that purports to create a security interest in favor of the Administrative Agent (on behalf of the Lender Parties) creates a valid first priority security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary or

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desirable to perfect such security interest as a first priority security interest (subject, in the case of non-possessory security interests only, to Liens permitted by Section 7.2.3 ) have been duly taken.

SECTION 6.5                   Financial Information .  (a) The balance sheets and financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Sections 5.1.8 and 7.1.1 have each been or will be, as the case may be, prepared in accordance with GAAP consistently applied and do or will, as the case may be, present fairly in all material respects the financial condition of the corporations covered thereby as at the dates thereof and the results of their operations for the periods then ended; provided , however , that unaudited interim financial statements are subject to normal year-end adjustments.  The pro forma balance sheet and financial statements delivered pursuant to Section 5.1.8 (i) have been prepared in good faith based on reasonable assumptions, (ii) are based on the best information available to the Borrower after due inquiry, (iii) accurately reflect all adjustments necessary to give effect to the Loan Documents and (iv) present fairly, in all material respects, the pro forma financial position of the Borrower and its Subsidiaries as of each relevant date.

(b)                                  Except as disclosed in the financial statements referred to above or the notes thereto and for the items disclosed in the Disclosure Schedule as of the Effective Date, neither the Borrower nor any of its Subsidiaries have any material contingent liabilities, unusual long-term commitments or unrealized losses.

SECTION 6.6                   No Material Adverse Effect .  As of the Effective Date, (a) there has been no Material Adverse Effect with respect to the Borrower and its Subsidiaries, taken as a whole, as reflected in the most recently dated financial statements delivered pursuant to Section 5.1.8(a)  and (b) neither the Borrower nor any of its Subsidiaries have incurred any obligations or liabilities, or related commitments, that are not reflected in the pro forma balance sheet and financial statements delivered pursuant to Section 5.1.8(c)  or (d)  that could, either singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 6.7                   Litigation, Labor Matters, etc .  (a) Except as set forth in Item 6. 7 of the Disclosure Schedule, there is no pending or, to the knowledge of any Loan Party, threatened, action, investigation, suit, proceeding, audit, claim, written demand, order, dispute or labor controversy affecting any Loan Party, any of its Subsidiaries or any of their respective properties, businesses, assets or revenues, including, without limitation, pursuant to any applicable Environmental Laws and food and drug, health care and medical related Laws, (i) with respect to any Loan Document or (ii) which could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(b)                                  The hours worked by and payments made to employees of each Loan Party and each of its Subsidiaries has not been in violation of the Fair Labor Standards Act or any other applicable Law dealing with such matters.  Except as set forth on Item 6.7(b)  of the Disclosure Schedule, as of the Effective Date, (i) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Loan Party, (ii) no petition for certification or election of any such representative is existing or pending with respect to any employee of any Loan Party and (iii) since January 1, 2010, no such representative has sought certification or recognition with respect to any employee of any Loan Party.  There are no strikes, work stoppages, slowdowns or lockouts existing or pending (or, to the knowledge of any Loan Party, threatened) against or involving any Loan Party, except for those that could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 6.8                   Capitalization .  As of the Effective Date, the authorized Equity Interests in the Borrower (held by any Affiliate of the Borrower) and its Subsidiaries (held by any Person) are set forth in Item 6.8 of the Disclosure Schedule.  Except for the issuance of stock options to employees, consultants and board members in accordance with the terms of the Borrower’s existing long term incentive plans, as of the Effective Date there are no (a) outstanding rights to purchase, options, warrants or similar rights pursuant to which the Borrower or any of its Subsidiaries may be required to issue, sell, repurchase or

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redeem any of its Equity Interests or (b) voting rights agreements.  The Equity Interests so specified in Item 6.8 of the Disclosure Schedule are fully paid and non-assessable and are owned by the applicable Person, directly or indirectly, free and clear of all Liens (other than Liens in favor of the Administrative Agent pursuant to the Loan Documents).

SECTION 6.9                   Compliance with Laws, etc .  Each Loan Party and each of its Domestic Subsidiaries is in compliance with all Laws (including, without limitation, all food and drug and health care and medical related Laws) applicable to it or its properties, except where the failure to be in compliance, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.10            Properties, Permits, etc .  (a) Each Loan Party and each of its Subsidiaries is in compliance with all permits, licenses, authorizations, approvals, entitlements, accreditations and privileges of Governmental Authorities or otherwise that are required for such Person to lawfully own, lease, manage or operate, or to acquire, each business currently owned, leased, management or operated, or to be acquired by such Person, other than those permits, licenses, authorizations, entitlements, accreditations and privileges the lack of which could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.  No condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such permit, license, authorization, approval, entitlement, accreditation or privilege, and there is no claim that any of the foregoing is not in full force and effect, except where such suspension, revocation, impairment, forfeiture or non-renewal could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(b)                                  Each Loan Party and each of its Subsidiaries has good and marketable title to, valid leasehold interests in, or valid licenses to use, all property and assets material to its business, free and clear of all Liens except as permitted pursuant to Section 7.2.3 .  All such properties and assets are in good working order and condition, ordinary wear and tear excepted.  Item 6.10(b)  of the Disclosure Schedule sets forth as of the Effective Date (i) the location by state and address of all Real Property Assets owned by any Loan Party and any of its Subsidiaries under the heading “Fee Properties” and (ii) all Real Property Assets leased by any Loan Party and any of its Subsidiaries under the heading “Leased Properties”.

(c)                                   Each Loan Party and its Subsidiaries has (i) good and marketable fee title to all of its owned Real Property Assets and (ii) good and valid title to the leasehold estates in all of the leased Real Property Assets, in each case free and clear of all Liens, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except Liens permitted by Section 7.2.3 .

(d)                                  All Permits required to have been issued to each Loan Party or any of its Subsidiaries with respect to its Real Property Assets to enable such property to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect, other than such permits which, if not obtained, would not have a material adverse effect on the intended use or operation of any such Real Property Assets.  All the Real Property Assets comply in all material respects with all applicable Laws.  No consent or approval of any landlord or other third party in connection with any leased Real Property Assets is necessary for any Loan Party or any of its Subsidiaries to enter into and execute the Loan Documents.

(e)                                   All material easements, cross easements, licenses, air rights and rights-of way or other similar property interests, if any, necessary for the full utilization of the improvements located on all Real Property Assets for their intended purposes have been obtained and are in full force and effect.

(f)                                    The representations and warranties contained in the Guaranty and Security Agreement and each other Loan Document with respect to the Collateral are true and correct in all material respects.

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SECTION 6.11            Taxes, etc .  Each Loan Party and each of its Subsidiaries has (a) timely filed all tax returns and reports required by Law to have been filed by it, which tax returns and reports are correct and complete in all material respects, and (b) paid all income Taxes and other material Taxes of Governmental Authorities thereby shown to be owing, except any such Taxes which are being diligently contested in good faith by appropriate proceedings which stay the enforcement of any Lien resulting from the non-payment thereof and for which adequate reserves in accordance with GAAP shall have been set aside on its books.  Item 6.11 of the Disclosure Schedule sets forth, as of the Effective Date, those taxable years for which any Loan Party or its Subsidiaries tax returns are currently being audited by any Governmental Authority, and any assessments or threatened assessments in connection with any such audit that is outstanding.  No Loan Party nor any of its Subsidiaries is a party to any Tax sharing agreement.

SECTION 6.12            ERISA .  Item 6.12 of the Disclosure Schedule sets forth, as of the Effective Date, a complete and correct list of (a) all Title IV Plans and (b) all Multiemployer Plans.  Except as could not reasonably be expected to have a Material Adverse Effect, each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other requirements of Law so qualifies.  Except for those that could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each Benefit Plan is in compliance in all material respects with applicable provisions of ERISA, the Code and other requirements of Law, (ii) there are no existing or pending (or to the knowledge of any Loan Party, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Loan Party incurs or otherwise has or could have an obligation or any Liability and (iii) no ERISA Event is reasonably expected to occur.  Except as could not reasonably be expected to have a Material Adverse Effect, on the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding.

SECTION 6.13            Environmental Warranties .  Except as set forth on Item 6.13 of the Disclosure Schedule, (a) the operations of each Loan Party are in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, other than non-compliances that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) no Loan Party is party to and no Loan Party is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of any Loan Party, threatened in writing) order, action, investigation, suit, proceeding, audit, claim, written demand, dispute or notice of violation or of potential liability or similar notice under or pursuant to any Environmental Law other than those that, either individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect, (c) to the knowledge of any Loan Party, no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any Real Property owned, leased long term, subleased long term or operated long term by any Loan Party (the “ Real Property ”), except as could not reasonably be expected to have a Material Adverse Effect, (d) no Loan Party has caused a Release of Hazardous Materials at, on or from any Real Property and each such Real Property is free of contamination by any Hazardous Materials except for such Release or contamination that could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (e) no Loan Party (i) is or has been engaged in operations, or (ii) knows of any facts, circumstances or conditions, including receipt of any information request or notice of potential responsibility under CERCLA or similar Environmental Laws, that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect and (f) each Loan Party has made available to the Administrative Agent copies of all existing environmental reports, reviews and audits and all material documents pertaining to actual or potential Environmental Liabilities, in each case to the extent such reports, reviews, audits and documents are in their possession, custody or control.

SECTION 6.14            Inventory .  (a) All Inventory of each Loan Party is located on or is in transit to the premises described in Item 6.14 of the Disclosure Schedule, as the same may hereafter be supplemented from time to time.  All Inventory located on any property leased to any Loan Party or in a

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facility under the control of a third Person is subject to a Collateral Access Agreement, in each case to which the Administrative Agent has confirmed to the Borrower is in form and substance reasonably satisfactory to it.

(b)                                  The Borrower, for and on behalf of itself and each other Loan Party, shall at all times hereafter keep correct and accurate records itemizing and describing generally the kind, type and quantity of Inventory, the cost therefor and daily withdrawals therefrom, all of which records shall be available during the Borrower’s usual business hours at the request of the Administrative Agent.

SECTION 6.15            Accuracy of Information .  (a) All information furnished from time to time (whether prior to or after the Effective Date) by or on behalf of any Loan Party or any of its Related Parties in writing to the Administrative Agent or any Lender in connection with this Agreement or any other Loan Document, or any transaction contemplated hereby or thereby, is and will be, as the case may be, true and accurate in every material respect on the date as of which such information is dated or certified, and such information is not, or shall not be, as the case may be, incomplete by omitting to state any material fact necessary to make such information not misleading.

(b)                                  All information prepared by any consultant or professional advisor on behalf of any Loan Party or any of its Related Parties which was furnished to the Administrative Agent or any Lender in connection with the preparation, execution and delivery of this Agreement or any other Loan Document has been reviewed by the Borrower, and nothing has come to the attention of the Borrower in the context of such review which would lead it to believe that such information (or the assumptions on which such information is based) is not true and correct in all material respects or that such information omits to state any material fact necessary to make such information not misleading in any material respect.

(c)                                   Insofar as any of the information described above includes assumptions, estimates, projections or opinions, the Borrower has reviewed such matters and nothing has come to the attention of the Borrower which would lead it to believe that such matters were not when made true and correct in all material respects or that such assumptions, estimates, projections or opinions omitted to state any material fact necessary to make such assumptions, estimates, projections or opinions not reasonable or not misleading in any material respect.  All projections and estimates have been prepared in good faith on the basis of reasonable assumptions and represent the best estimate of future performance by the party supplying the same, it being agreed that projections are subject to uncertainties and contingencies and that no assurance can be given that any projection will be realized.

SECTION 6.16            Absence of Default .  Neither any Loan Party nor any of its Subsidiaries is (a) in default in the payment of (or in the performance of any obligation applicable to) any Indebtedness or (b) in violation of any (i) applicable Law, (ii) contract, agreement, lease or other instrument or (iii) permit, license, authorization, entitlement, accreditation or privilege of any Governmental Authority, which default or violation, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

SECTION 6.17            Margin Regulations; Anti-Corruption Laws, etc .  (a) No Loan Party nor any of its Subsidiaries is engaged in the business of extending credit for the purpose of purchasing or carrying “margin stock” (as defined in F.R.S. Board Regulation U) or extending credit to others for the purpose of purchasing or carrying any such margin stock, in each case in contravention of F.R.S. Board Regulation T, U or X.

(b)                                  None of the proceeds of any Credit Extension shall be used, directly or, to the knowledge of the Borrower, indirectly by or on behalf of any Loan Party, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of any Anti-Corruption Law.  None of the proceeds of any Credit

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Extension shall be used, directly or indirectly, in a manner that would cause the Administrative Agent or any Lender to violate the Bank Secrecy Act or any of the sanctions programs administered by the Office of Foreign Assets Control of the United States Department of Treasury (“ OFAC ”).  No Loan Party nor, to the knowledge of the Borrower, any director or officer of any Loan Party is subject to any U.S. sanctions administered by OFAC.

SECTION 6.18            Investment Company Status .  No Loan Party nor any of its Subsidiaries is an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended.  No Loan Party nor any of its Subsidiaries is a “holding company”, a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 2005, as amended.

SECTION 6.19            Material Agreements; Governmental Approvals .  (a) Set forth on Item 6.19(a)  of the Disclosure Schedule is a listing, as of the Effective Date, of all Material Agreements.  Each Loan Party, its Subsidiaries and (to the best of their knowledge) each other party to a Material Agreement is in material compliance with all the terms contained in each Material Agreement, each Material Agreement is in full force and effect and to the extent required by the Loan Document, all consents to duly assign each relevant Material Agreement from each Loan Party to the Administrative Agent have been obtained and are in full force and effect.

(b)                                  Each Loan Party and each of its Subsidiaries is in compliance with the terms contained in each agreement, document or instrument (other than the Material Agreements) to which it is a party or to which any of its property or assets is bound, except where the failure to be in compliance, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(c)                                   Set forth on Item 6.19(c)  of the Disclosure Schedule i s a listing, as of the Effective Date, of all licenses, permits and other approvals of Governmental Authorities the absence of which could reasonably be expected to have a Material Adverse Effect.  Copies of all Material Governmental Approvals have been delivered to the Lenders.

SECTION 6.20            Solvency .  The Loan Parties, on a consolidated basis, and after giving effect to the initial Credit Extension and all other Indebtedness and obligations incurred in connection with the Loan Documents or otherwise will be and will continue to be, Solvent.