Common use of Forbearance and Forbearance Period Clause in Contracts

Forbearance and Forbearance Period. The Administrative Agent and the Lenders, by executing this Agreement and upon the satisfaction of the conditions set forth in Section 4.1 hereof, hereby agree to forbear from exercising their rights and remedies that exist by virtue of the Credit Agreement Defaults, and hereby agree that notwithstanding the existence of the Credit Agreement Defaults, the Lenders shall continue to make Loans under the Credit Agreement, for the period from December 14, 2007 through February 29, 2008 (the “Forbearance Period”), on the conditions that: (a) after giving effect to the terms of this Agreement, other than the Credit Agreement Defaults, no other Default or Event of Default shall exist under the Credit Agreement or any Credit Document; (b) during the Forbearance Period, other than the Credit Agreement Defaults, no other Default or Event of Default shall occur under the Credit Agreement and no default or event of default shall occur under this Agreement; (c) the Borrower shall not request, and the Letter of Credit Issuer shall not be obligated to issue or renew, any Letters of Credit in excess of $4,000,000 in the aggregate for all Letters of Credit; (d) (i) the Borrower shall only be permitted to request Borrowings of Base Rate Loans and Eurodollar Loans with an Interest Period of one month (any Loan made on or after the date hereof shall be referred to as an “Interim Loan”), provided that any Eurodollar Loan outstanding on the date hereof may be continued with an Interest Period of one, two or three months, (ii) the sum of (x) Letter of Credit Outstandings and (y) the aggregate principal amount of all Loans outstanding (including, without limitation, Interim Loans) shall not exceed $61,424,000 and (iii) the use of proceeds of Interim Loans by the Borrower or any Subsidiary shall be solely for the use and operation of their business in the ordinary course consistent with past practice and shall not be used to pay the Consideration or any part thereof for any Acquisition; (e) at the time of each Interim Loan and after giving effect thereto, (i) there shall exist no Default or Event of Default (other than the Credit Agreement Defaults) and (ii) all representations and warranties of the Credit Parties contained herein or in the other Credit Documents (other than the representation and warranty set forth in Section 7.9 of the Credit Agreement solely as a result of the Credit Agreement Defaults) shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Interim Loan, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (f) the Borrower and each Subsidiary Guarantor shall comply with all of the terms and provisions of this Agreement (and the failure to so comply shall constitute an Event of Default under the Credit Agreement); (g) the Amended and Restated Forbearance Agreement, dated the date hereof, among the Borrower, the subsidiary guarantors signatory thereto, the lenders signatory thereto and KBCM Bridge LLC, as a lender and as administrative agent, and entered into in connection with the Term Loan Agreement (the “Term Loan Forbearance Agreement”), shall not have been terminated; and (h) the Settlement Agreement shall not have been amended or otherwise modified without the Administrative Agent’s and the Lenders’ written consent and shall not fail to be in full force and effect in all respects, and the Borrower and PDHC shall not have breached their respective obligations thereunder.

Forbearance and Forbearance Period. (a) The Administrative Agent Second Lien Lenders and the LendersSecond Lien Administrative Agent, by executing this Agreement and upon the satisfaction of the conditions set forth in Section 4.1 Article II hereof, hereby agree to forbear from exercising their rights and remedies that exist by virtue of the Credit Agreement Defaults, and hereby agree that notwithstanding the existence Existing Events of the Credit Agreement Defaults, the Lenders shall continue to make Loans under the Credit Agreement, Default for the period from December 14January 28, 2007 2008 through February 29and including March 31, 2008 (the “Forbearance Period”), on ) subject to the conditions thatcontinuing satisfaction during the Forbearance Period of each of the following conditions: (ai) after giving effect to the terms of this Agreement, other than the Credit Agreement DefaultsExisting Events of Default, no other Default or Event of Default shall exist under the Second Lien Credit Agreement or any Credit Loan Document; (bii) during the Forbearance Period, other than the Credit Agreement DefaultsExisting Events of Default, no other Default or Event of Default shall occur or arise under the Second Lien Credit Agreement or any Loan Document and no default or event of default shall occur or arise under this Agreement; (ciii) neither the Borrower First Lien Administrative Agent nor the First Lien Lenders shall not request, and exercise or seek to exercise any of their respective rights or remedies under the Letter First Lien Loan Documents or take or seek to take any action that violates or is inconsistent with the terms of Credit Issuer shall not be obligated to issue the Intercreditor Agreement or renew, any Letters is inconsistent with the terms of Credit the forbearance agreement described in excess of $4,000,000 in the aggregate for all Letters of CreditSection 3.1(c) hereof; (d) (iiv) the Borrower shall only be permitted to request Borrowings of Base Rate Loans and Eurodollar Loans with an Interest Period of one month (any Loan made on or after the date hereof shall be referred to first lien forbearance agreement as an “Interim Loan”), provided that any Eurodollar Loan outstanding on the date hereof may be continued with an Interest Period of one, two or three months, (ii) the sum of (x) Letter of Credit Outstandings and (y) the aggregate principal amount of all Loans outstanding (including, without limitation, Interim Loans) shall not exceed $61,424,000 and (iii) the use of proceeds of Interim Loans by the Borrower or any Subsidiary shall be solely for the use and operation of their business in the ordinary course consistent with past practice and shall not be used to pay the Consideration or any part thereof for any Acquisition; (e) at the time of each Interim Loan and after giving effect thereto, (i) there shall exist no Default or Event of Default (other than the Credit Agreement Defaults) and (ii) all representations and warranties of the Credit Parties contained herein or in the other Credit Documents (other than the representation and warranty set forth described in Section 7.9 of the Credit Agreement solely as a result of the Credit Agreement Defaults3.1(c) shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Interim Loan, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (f) the Borrower and each Subsidiary Guarantor shall comply with all of the terms and provisions of this Agreement (and the failure to so comply shall constitute an Event of Default under the Credit Agreement); (g) the Amended and Restated Forbearance Agreement, dated the date hereof, among the Borrower, the subsidiary guarantors signatory thereto, the lenders signatory thereto and KBCM Bridge LLC, as a lender and as administrative agent, and entered into in connection with the Term Loan Agreement (the “Term Loan Forbearance Agreement”), hereof shall not have been expired by its terms and the “Forbearance Period” set forth therein shall not have terminated; and (hv) the Settlement Agreement Borrowers shall not have be in compliance with their obligations under the Fee Letter (as defined in Section 3.1(d) hereof). (b) Unless the Forbearance Period has been amended or otherwise modified without previously terminated in accordance with the Administrative Agent’s terms hereof, so long as the Second Lien Lenders and the Lenders’ written consent Second Lien Administrative Agent shall have received the Required Reporting Package (as defined below) as soon as available and in any event no later than March 31, 2008, the Forbearance Period shall not fail to be in full force and effect in all respectsautomatically extended until April 10, and 2008 (such date, the Borrower and PDHC shall not have breached their respective obligations thereunder“Extended Forbearance Period Termination Date”).

Forbearance and Forbearance Period. The Administrative Agent and the Lenders, by executing this Agreement and upon the satisfaction of the conditions set forth in Section 4.1 3.1 hereof, hereby agree to forbear from exercising their rights and remedies that exist by virtue of the Credit Agreement Defaults, and hereby agree that notwithstanding the existence of the Credit Agreement Defaults, the Lenders shall continue to make Loans under the Credit AgreementDefault, for the period from December 14, 2007 through February 29, 2008 (the “Forbearance Period”), on the conditions that: (a) after giving effect to the terms of this Agreement, other than the Credit Agreement DefaultsDefault, no other Default or Event of Default shall exist under the Credit Agreement or any Credit Document; (b) during the Forbearance Period, other than the Credit Agreement DefaultsDefault, no other Default or Event of Default shall occur under the Credit Agreement and no default or event of default shall occur under this Agreement; (c) the Borrower shall not request, and the Letter of Credit Issuer shall not be obligated to issue or renew, any Letters of Credit in excess of $4,000,000 in the aggregate for all Letters of Credit; (d) (i) the Borrower shall only be permitted to request Borrowings of Base Rate Loans and Eurodollar Loans with an Interest Period of one month (any Loan made on or after the date hereof shall be referred to as an “Interim Loan”), provided that any Eurodollar Loan outstanding on the date hereof may be continued with an Interest Period of one, two or three months, (ii) the sum of (x) Letter of Credit Outstandings and (y) the aggregate principal amount of all Loans outstanding (including, without limitation, Interim Loans) shall not exceed $61,424,000 and (iii) the use of proceeds of Interim Loans by the Borrower or any Subsidiary shall be solely for the use and operation of their business in the ordinary course consistent with past practice and shall not be used to pay the Consideration or any part thereof for any Acquisition; (ed) at the time of each Interim Loan and after giving effect thereto, (i) there shall exist no Default or Event of Default (other than the Credit Agreement DefaultsDefault) and (ii) all representations and warranties of the Credit Parties contained herein or in the other Credit Documents (other than the representation and warranty set forth in Section 7.9 6.9 of the Credit Agreement solely as a result of the Credit Agreement DefaultsDefault) shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Interim Loan, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (fe) the Borrower and each Subsidiary Guarantor shall comply with all of the terms and provisions of this Agreement (and the failure to so comply shall constitute an Event of Default under the Credit Agreement); (gf) the Amended and Restated Forbearance Agreement and Amendment No. 4 to Credit Agreement, dated the date hereof, among the Borrower, the subsidiary guarantors signatory thereto, the lenders signatory thereto and KBCM Bridge LLCKeyBank National Association, as a lender and as administrative agent, and entered into in connection with the Term Loan Revolving Credit Agreement (the “Term Loan Revolving Credit Forbearance Agreement”), shall not have been terminated; and (hg) the Settlement Agreement shall not have been amended or otherwise modified without the Administrative Agent’s and the Lenders’ written consent and shall not fail to be in full force and effect in all respects, and the Borrower and PDHC shall not have breached their respective obligations thereunder.

Forbearance and Forbearance Period. (a) The Administrative Agent Second Lien Lenders and the LendersSecond Lien Administrative Agent, by executing this Agreement and upon the satisfaction of the conditions set forth in Section 4.1 Article II hereof, hereby agree to forbear from exercising their rights and remedies that exist by virtue of the Credit Agreement Defaults, and hereby agree that notwithstanding the existence Existing Events of the Credit Agreement Defaults, the Lenders shall continue to make Loans under the Credit Agreement, Default for the period from December 14January 28, 2007 2008 through February 29and including April 30, 2008 (the “"Forbearance Period”), on ") subject to the conditions thatcontinuing satisfaction during the Forbearance Period of each of the following conditions: (ai) after giving effect to the terms of this Agreement, other than the Credit Agreement DefaultsExisting Events of Default, no other Default or Event of Default shall exist under the Second Lien Credit Agreement or any Credit Loan Document; (bii) during the Forbearance Period, other than the Credit Agreement DefaultsExisting Events of Default, no other Default or Event of Default shall occur or arise under the Second Lien Credit Agreement or any Loan Document and no default or event of default shall occur or arise under this Agreement; (ciii) neither the Borrower First Lien Administrative Agent nor the First Lien Lenders shall not request, and exercise or seek to exercise any of their respective rights or remedies under the Letter First Lien Loan Documents or take or seek to take any action that violates or is inconsistent with the terms of Credit Issuer shall not be obligated to issue the Intercreditor Agreement or renew, any Letters is inconsistent with the terms of Credit the forbearance agreement described in excess of $4,000,000 in the aggregate for all Letters of CreditSection 3.1(c) hereof; (d) (iiv) the Borrower shall only be permitted to request Borrowings of Base Rate Loans and Eurodollar Loans with an Interest Period of one month (any Loan made on or after the date first lien forbearance agreement as described in Section 3.1(c) hereof shall be referred to as an “Interim Loan”), provided that any Eurodollar Loan outstanding on not have expired by its terms and the date hereof may be continued with an Interest Period of one, two or three months, "Forbearance Period" set forth therein shall not have terminated; and (iiv) the sum of (x) Letter of Credit Outstandings and (y) the aggregate principal amount of all Loans outstanding (including, without limitation, Interim Loans) shall not exceed $61,424,000 and (iii) the use of proceeds of Interim Loans by the Borrower or any Subsidiary Borrowers shall be solely for in compliance with their obligations under the use and operation of their business Fee Letter (as defined in the ordinary course consistent with past practice and shall not be used to pay the Consideration or any part thereof for any AcquisitionSection 3.1(d) hereof); (evi) at the time of each Interim Loan and after giving effect thereto, (i) there Borrowers shall exist no Default or Event of Default (other than the Credit Agreement Defaults) and (ii) all representations and warranties of the Credit Parties contained herein or be in the other Credit Documents (other than the representation and warranty compliance with their obligations set forth in Section 7.9 of the Credit Agreement solely as a result of the Credit Agreement Defaults) shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and that certain side letter agreement dated as of the date of such Interim Loan, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when madehereof; (fvii) the Borrower Borrowers shall deliver to the Second Lien Administrative Agent as soon as available and each Subsidiary Guarantor shall comply in any event no later than April 18, 2008 a copy of any letter of engagement or other similar agreement entered into by the Borrowers with all of Xxxx Brothers (which engagement or similar agreement, including the terms and provisions of this Agreement (conditions thereof and the scope of Xxxx Brothers' duties and responsibilities set forth therein, shall be acceptable to the Second Lien Administrative Agent), together with a copy of any and all documents further describing the scope of the engagement or consultation and any and all action plans, reports, evaluations or other memoranda delivered to the Borrowers by Xxxx Brothers; (viii) the Borrowers shall deliver during the Forbearance Period any updates, amendments exhibits, or supplements to the Required Reporting Package (as defined in the February 13 Second Lien Forbearance Agreement) in compliance with the February 13 Second Lien Forbearance Agreement, each in form and substance satisfactory to the Second Lien Lenders and the Second Lien Administrative Agent. (ix) the Borrowers shall deliver to the Second Lien Administrative Agent as soon as available, and in any event no later than April 17, 2008 revised, assumption based financial projections (both in excel and in hardcopy format) for fiscal year 2008 and fiscal year 2009, which projections otherwise shall meet the requirements of Section 1.4(b)(vi) of the February 13 Second Lien Forbearance Agreement; and (x) the Borrowers shall deliver to the Second Lien Administrative Agent, as soon as available and in any event prior to the expiration of the Forbearance Period, the employment agreement for Xxx Xxx. (b) Each Borrower acknowledges and agrees that, upon the failure of any Borrower to so comply satisfy any of the foregoing conditions at any time during the Forbearance Period, the Forbearance Period shall automatically terminate, and each such failure shall immediately constitute an additional Event of Default under the Second Lien Credit Agreement); (g) . The Second Lien Administrative Agent agrees to promptly provide the Amended and Restated Borrowers with notice of the termination of the Forbearance AgreementPeriod; provided, dated however, that the date hereof, among the Borrower, the subsidiary guarantors signatory thereto, the lenders signatory thereto and KBCM Bridge LLC, as a lender and as administrative agent, and entered into in connection with the Term Loan Agreement (the “Term Loan Forbearance Agreement”), failure to give such notice shall not have been terminated; and (h) affect the Settlement Agreement shall not have been amended automatic termination of the Forbearance Period or otherwise modified without the Administrative Agent’s and the Lenders’ written consent and shall not fail to be in full force and effect in all respectsits immediate constitution as an additional Event of Default, and the Borrower Borrowers hereby waive any such notice. Upon termination of the Forbearance Period, the Second Lien Administrative Agent and PDHC the Second Lien Lenders, subject to the Intercreditor Agreement, shall not have breached their respective obligations thereunderbe permitted to exercise any and all rights and remedies that exist with respect to the Existing Events of Default.

Forbearance and Forbearance Period. The Administrative Agent and the Lenders, by executing this Agreement and upon the satisfaction of the conditions set forth in Section 4.1 2.1 hereof, hereby agree to forbear from exercising their rights and remedies that exist by virtue of the Credit Agreement Defaults, and hereby agree that notwithstanding the existence of the Credit Agreement Defaults, the Lenders shall continue to make Loans under the Credit Agreement, for the period from December 14, 2007 through February 29January 11, 2008 (the “Forbearance Period”), on the conditions that: (a) after giving effect to the terms of this Agreement, other than the Credit Agreement Defaults, no other Default or Event of Default shall exist under the Credit Agreement or any Credit Document; (b) during the Forbearance Period, other than the Credit Agreement Defaults, no other Default or Event of Default shall occur under the Credit Agreement and no default or event of default shall occur under this Agreement; (c) the Borrower shall not request, and the Letter of Credit Issuer shall not be obligated to issue or renew, any Letters of Credit in excess of $4,000,000 in the aggregate for all Letters of Credit; (d) (i) the Borrower shall only be permitted to request Borrowings of Base Rate Loans and Eurodollar Loans with an Interest Period of one month (any Loan made on or after the date hereof shall be referred to as an “Interim Loan”), provided that any Eurodollar Loan outstanding on the date hereof may be continued with an Interest Period of one, two or three months, (ii) the sum of (x) Letter of Credit Outstandings and (y) the aggregate principal amount of all Loans outstanding (including, without limitation, Interim Loans) shall not exceed $61,424,000 51,424,000 and (iii) the use of proceeds of Interim Loans by the Borrower or any Subsidiary shall be solely for the use and operation of their business in the ordinary course consistent with past practice and shall not be used to pay the Consideration Verdict or any part thereof or, if applicable, to secure a bond for any Acquisitionpurposes of appealing the Judgment Entry; (e) at the time of each Interim Loan and after giving effect thereto, (i) there shall exist no Default or Event of Default (other than the Credit Agreement Defaults) and (ii) all representations and warranties of the Credit Parties contained herein or in the other Credit Documents (other than the representation and warranty set forth in Section 7.9 of the Credit Agreement solely as a result of the Credit Agreement Defaults) shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Interim Loan, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (f) with respect to the Verdict (as defined in Exhibit B) or the Judgment Entry (as defined in Exhibit B), (i) the Court (as defined in Exhibit B) (x) shall not enter a Judgment Entry for an amount in excess of $130,540,647.00 (exclusive of post-judgment interest), (y) shall not enter a Judgment Entry against any entity other than the Borrower or PDHC, Ltd. and (z) shall not award any relief or other damages, other than the monetary damages set forth in the Verdict, after the date hereof that materially and adversely affects any Credit Party, (ii) there shall not occur, in the sole opinion of the Lenders, any material and adverse development concerning the Civil Action (as defined in Exhibit B), (iii) no Person shall take any action against the Borrower or any of its Subsidiaries, or any of their properties or assets, to enforce the Judgment Entry or (iv) no judgment lien relating to the Judgment Order shall be recorded against the Borrower or any of its Subsidiaries, or any of their properties or assets; (g) the Borrower and each Subsidiary Guarantor shall comply with all of the terms and provisions of this Agreement (and the failure to so comply shall constitute an Event of Default under the Credit Agreement); (gh) the Amended and Restated Forbearance Agreement, dated the date hereof, among the Borrower, the subsidiary guarantors signatory thereto, the lenders signatory thereto and KBCM Bridge LLC, as a lender and as administrative agent, and entered into in connection with the Term Loan Agreement (the “Term Loan Forbearance Agreement”), shall not have been terminated; and (hi) no assets of any Credit Party that constitute Collateral shall be used to pay the Settlement Agreement shall not have been amended Verdict or otherwise modified without any part thereof or, if applicable, to secure a bond for purposes of appealing the Administrative Agent’s and the Lenders’ written consent and shall not fail to be in full force and effect in all respects, and the Borrower and PDHC shall not have breached their respective obligations thereunderJudgment Entry.

Forbearance and Forbearance Period. (a) The Administrative Agent First Lien Lenders and the LendersFirst Lien Administrative Agent, by executing this Agreement and upon the satisfaction of the conditions set forth in Section 4.1 Article II hereof, hereby agree to forbear from exercising their rights and remedies that exist by virtue of the Credit Agreement Defaults, and hereby agree that notwithstanding the existence Existing Events of the Credit Agreement Defaults, the Lenders shall continue to make Loans under the Credit Agreement, Default for the period from December 14January 28, 2007 2008 through February 29and including March 31, 2008 (the “Forbearance Period”), on ) subject to the conditions thatcontinuing satisfaction during the Forbearance Period of each of the following conditions: (ai) after giving effect to the terms of this Agreement, other than the Credit Agreement DefaultsExisting Events of Default, no other Default or Event of Default shall exist under the First Lien Credit Agreement or any Credit Loan Document; (bii) during the Forbearance Period, other than the Credit Agreement DefaultsExisting Events of Default, no other Default or Event of Default shall occur or arise under the First Lien Credit Agreement or any Loan Document and no default or event of default shall occur or arise under this Agreement; (ciii) neither the Borrower Second Lien Administrative Agent nor the Second Lien Lenders shall not request, and exercise or seek to exercise any of their respective rights or remedies under the Letter Second Lien Loan Documents or take or seek to take any action that violates or is inconsistent with the terms of Credit Issuer shall not be obligated to issue the Intercreditor Agreement or renew, that otherwise impairs or adversely affects any Letters rights or remedies of Credit in excess of $4,000,000 in the aggregate for all Letters of CreditFirst Lien Administrative Agent or the First Lien Lenders under the Loan Documents; (d) (iiv) the Borrower shall only be permitted to request Borrowings of Base Rate Loans and Eurodollar Loans with an Interest Period of one month (any Loan made on or after the date hereof shall be referred to second lien forbearance agreement as an “Interim Loan”), provided that any Eurodollar Loan outstanding on the date hereof may be continued with an Interest Period of one, two or three months, (ii) the sum of (x) Letter of Credit Outstandings and (y) the aggregate principal amount of all Loans outstanding (including, without limitation, Interim Loans) shall not exceed $61,424,000 and (iii) the use of proceeds of Interim Loans by the Borrower or any Subsidiary shall be solely for the use and operation of their business in the ordinary course consistent with past practice and shall not be used to pay the Consideration or any part thereof for any Acquisition; (e) at the time of each Interim Loan and after giving effect thereto, (i) there shall exist no Default or Event of Default (other than the Credit Agreement Defaults) and (ii) all representations and warranties of the Credit Parties contained herein or in the other Credit Documents (other than the representation and warranty set forth described in Section 7.9 of the Credit Agreement solely as a result of the Credit Agreement Defaults3.1(c) shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Interim Loan, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (f) the Borrower and each Subsidiary Guarantor shall comply with all of the terms and provisions of this Agreement (and the failure to so comply shall constitute an Event of Default under the Credit Agreement); (g) the Amended and Restated Forbearance Agreement, dated the date hereof, among the Borrower, the subsidiary guarantors signatory thereto, the lenders signatory thereto and KBCM Bridge LLC, as a lender and as administrative agent, and entered into in connection with the Term Loan Agreement (the “Term Loan Forbearance Agreement”), hereof shall not have been expired by its terms and the “Forbearance Period” set forth therein shall not have terminated; and (hv) the Settlement Agreement Borrowers shall not have be in compliance with their obligations under the Fee Letter (as defined in Section 3.1(d) hereof). (b) Unless the Forbearance Period has been amended or otherwise modified without previously terminated in accordance with the Administrative Agent’s terms hereof, so long as the First Lien Lenders and the Lenders’ written consent First Lien Administrative Agent shall have received the Required Reporting Package (as defined below) as soon as available and in any event no later than March 31, 2008, the Forbearance Period shall not fail to be in full force and effect in all respectsautomatically extended until April 10, and 2008 (such date, the Borrower and PDHC shall not have breached their respective obligations thereunder“Extended Forbearance Period Termination Date”).

Forbearance and Forbearance Period. The Administrative Agent and the Lenders, by executing this Agreement and upon the satisfaction of the conditions set forth in Section 4.1 2.1 hereof, hereby agree to forbear from exercising their rights and remedies that exist by virtue of the Credit Agreement Defaults, and hereby agree that notwithstanding the existence of the Credit Agreement Defaults, the Lenders shall continue to make Loans under the Credit Agreement, for the period from December 14, 2007 through February 29January 11, 2008 (the “Forbearance Period”), on the conditions that: (a) after giving effect to the terms of this Agreement, other than the Credit Agreement Defaults, no other Default or Event of Default shall exist under the Credit Agreement or any Credit Document; (b) during the Forbearance Period, other than the Credit Agreement Defaults, no other Default or Event of Default shall occur under the Credit Agreement and no default or event of default shall occur under this Agreement; (c) the Borrower shall not request, and the Letter of Credit Issuer shall not be obligated to issue or renew, any Letters of Credit in excess of $4,000,000 in the aggregate for all Letters of Credit; (d) (i) the Borrower shall only be permitted to request Borrowings of Base Rate Loans and Eurodollar Loans with an Interest Period of one month month; (d) with respect to the Verdict (as defined in Exhibit B) or the Judgment Entry (as defined in Exhibit B), (i) the Court (as defined in Exhibit B) (x) shall not enter a Judgment Entry for an amount in excess of $130,540,647.00 (exclusive of post-judgment interest), (y) shall not enter a Judgment Entry against any Loan made on entity other than the Borrower or PDHC, Ltd. and (z) shall not award any relief or other damages, other than the monetary damages set forth in the Verdict, after the date hereof shall be referred to as an “Interim Loan”), provided that materially and adversely affects any Eurodollar Loan outstanding on the date hereof may be continued with an Interest Period of one, two or three monthsCredit Party, (ii) the sum of (x) Letter of Credit Outstandings and (y) the aggregate principal amount of all Loans outstanding (including, without limitation, Interim Loans) there shall not exceed $61,424,000 occur, in the sole opinion of the Lenders, any material and adverse development concerning the Civil Action (as defined in Exhibit B), (iii) the use of proceeds of Interim Loans by no Person shall take any action against the Borrower or any Subsidiary of its Subsidiaries, or any of their properties or assets, to enforce the Judgment Entry or (iv) no judgment lien relating to the Judgment Order shall be solely for recorded against the use and operation Borrower or any of its Subsidiaries, or any of their business in the ordinary course consistent with past practice and shall not be used to pay the Consideration properties or any part thereof for any Acquisitionassets; (e) at the time of each Interim Loan and after giving effect thereto, (i) there shall exist no Default or Event of Default (other than the Credit Agreement Defaults) and (ii) all representations and warranties of the Credit Parties contained herein or in the other Credit Documents (other than the representation and warranty set forth in Section 7.9 of the Credit Agreement solely as a result of the Credit Agreement Defaults) shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Interim Loan, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (f) the Borrower and each Subsidiary Guarantor shall comply with all of the terms and provisions of this Agreement (and the failure to so comply shall constitute an Event of Default under the Credit Agreement); (gf) the Amended and Restated Forbearance Agreement, dated the date hereof, among the Borrower, the subsidiary guarantors signatory thereto, the lenders signatory thereto and KBCM Bridge LLCKeyBank National Association, as a lender and as administrative agent, and entered into in connection with the Term Loan Agreement (the “Term Loan Forbearance Revolving Credit Agreement”), shall not have been terminated; and (hg) no assets of any Credit Party that constitute Collateral shall be used to pay the Settlement Agreement shall not have been amended Verdict or otherwise modified without any part thereof or, if applicable, to secure a bond for purposes of appealing the Administrative Agent’s and the Lenders’ written consent and shall not fail to be in full force and effect in all respects, and the Borrower and PDHC shall not have breached their respective obligations thereunderJudgment Entry.

Forbearance and Forbearance Period. (a) The Administrative Agent First Lien Lenders and the LendersFirst Lien Administrative Agent, by executing this Agreement and upon the satisfaction of the conditions set forth in Section 4.1 Article II hereof, hereby agree to forbear from exercising their rights and remedies that exist by virtue of the Credit Agreement Defaults, and hereby agree that notwithstanding the existence Existing Events of the Credit Agreement Defaults, the Lenders shall continue to make Loans under the Credit Agreement, Default for the period from December 14January 28, 2007 2008 through February 29and including April 30, 2008 (the “"Forbearance Period”), on ") subject to the conditions thatcontinuing satisfaction during the Forbearance Period of each of the following conditions: (ai) after giving effect to the terms of this Agreement, other than the Credit Agreement DefaultsExisting Events of Default, no other Default or Event of Default shall exist under the First Lien Credit Agreement or any Credit Loan Document; (bii) during the Forbearance Period, other than the Credit Agreement DefaultsExisting Events of Default, no other Default or Event of Default shall occur or arise under the First Lien Credit Agreement or any Loan Document and no default or event of default shall occur or arise under this Agreement; (ciii) neither the Borrower Second Lien Administrative Agent nor the Second Lien Lenders shall not request, and exercise or seek to exercise any of their respective rights or remedies under the Letter Second Lien Loan Documents or take or seek to take any action that violates or is inconsistent with the terms of Credit Issuer shall not be obligated to issue the Intercreditor Agreement or renew, that otherwise impairs or adversely affects any Letters rights or remedies of Credit in excess of $4,000,000 in the aggregate for all Letters of CreditFirst Lien Administrative Agent or the First Lien Lenders under the Loan Documents; (d) (iiv) the Borrower shall only be permitted to request Borrowings of Base Rate Loans and Eurodollar Loans with an Interest Period of one month (any Loan made on or after the date second lien forbearance agreement as described in Section 3.1(c) hereof shall be referred to as an “Interim Loan”), provided that any Eurodollar Loan outstanding on not have expired by its terms and the date hereof may be continued with an Interest Period of one, two or three months, "Forbearance Period" set forth therein shall not have terminated; and (iiv) the sum of (x) Letter of Credit Outstandings and (y) the aggregate principal amount of all Loans outstanding (including, without limitation, Interim Loans) shall not exceed $61,424,000 and (iii) the use of proceeds of Interim Loans by the Borrower or any Subsidiary Borrowers shall be solely for in compliance with their obligations under the use and operation of their business Fee Letter (as defined in the ordinary course consistent with past practice and shall not be used to pay the Consideration or any part thereof for any AcquisitionSection 3.1(d) hereof); (evi) at the time of each Interim Loan and after giving effect thereto, (i) there Borrowers shall exist no Default or Event of Default (other than the Credit Agreement Defaults) and (ii) all representations and warranties of the Credit Parties contained herein or be in the other Credit Documents (other than the representation and warranty compliance with their obligations set forth in Section 7.9 of the Credit Agreement solely as a result of the Credit Agreement Defaults) shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and that certain side letter agreement dated as of the date of such Interim Loan, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when madehereof; (fvii) the Borrower Borrowers shall deliver to the First Lien Administrative Agent, as soon as available and each Subsidiary Guarantor shall comply in any event no later than April 18, 2008, a copy of any letter of engagement or other similar agreement entered into by the Borrowers with all of Xxxx Brothers (which engagement or similar agreement, including the terms and provisions of this Agreement (conditions thereof and the scope of Xxxx Brothers' duties and responsibilities set forth therein, shall be acceptable to the First Lien Administrative Agent), together with a copy of any and all documents further describing the scope of the engagement or consultation and any and all action plans, reports, evaluations or other memoranda delivered to the Borrowers by Xxxx Brothers; (viii) the Borrowers shall deliver during the Forbearance Period any updates, amendments, exhibits, or supplements to the Required Reporting Package (as defined in the February 13 Forbearance Agreement) in compliance with the February 13 Forbearance Agreement, each in form and substance satisfactory to the First Lien Lenders and the First Lien Administrative Agent; (ix) the Borrowers shall deliver to the First Lien Administrative Agent as soon as available, and in any event no later than April 17, 2008 revised, assumption based financial projections (both in excel and in hardcopy format) for fiscal year 2008 and fiscal year 2009, which projections otherwise shall meet the requirements of Section 1.4(b)(vi) of the February 13 Forbearance Agreement; and (x) the Borrowers shall deliver to the First Lien Administrative Agent, as soon as available and in any event prior to the expiration of the Forbearance Period the employment agreement for Xxx Xxx. (b) Each Borrower acknowledges and agrees that, upon the failure of any Borrower to so comply satisfy any of the foregoing conditions at any time during the Forbearance Period, the Forbearance Period shall automatically terminate, and each such failure shall immediately constitute an additional Event of Default under the First Lien Credit Agreement); (g) . The First Lien Administrative Agent agrees to promptly provide the Amended and Restated Borrowers with notice of the termination of the Forbearance AgreementPeriod; provided, dated however, that the date hereof, among the Borrower, the subsidiary guarantors signatory thereto, the lenders signatory thereto and KBCM Bridge LLC, as a lender and as administrative agent, and entered into in connection with the Term Loan Agreement (the “Term Loan Forbearance Agreement”), failure to give such notice shall not have been terminated; and (h) affect the Settlement Agreement shall not have been amended automatic termination of the Forbearance Period or otherwise modified without the Administrative Agent’s and the Lenders’ written consent and shall not fail to be in full force and effect in all respectsits immediate constitution as an additional Event of Default, and the Borrower Borrowers hereby waive any such notice. Upon termination of the Forbearance Period, the First Lien Administrative Agent and PDHC the First Lien Lenders shall not have breached their respective obligations thereunderbe permitted to exercise any and all rights and remedies that exist with respect to the Existing Events of Default.