AMENDMENT NO. 5 TO CREDIT AGREEMENT

AMENDMENT NO. 5 TO CREDIT AGREEMENT

Document Metadata

Table of Contents

Document Metadata

EXHIBIT 10.2

THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”), dated as of March 13, 2007, is by and among XXXXXXXXX TECHNOLOGIES CORPORATION, a Delaware corporation (the “Borrower”), the lenders identified on the signature pages hereto as the Existing Lenders (the “Existing Lenders”), the lenders identified on the signature pages hereto as the New Lenders (the “New Lenders”, and together with the Existing Lenders, the “Lenders”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Collateral Agent, Issuing Bank, Swingline Bank and Administrative Agent (in such capacities, the “Administrative Agent”).

WITNESSETH

WHEREAS, the Borrower, the Existing Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of June 11, 2003 (as previously amended and as further amended, modified, supplemented or restated from time to time, the “Existing Credit Agreement”);

WHEREAS, the Borrower has requested certain amendments to the Credit Agreement; and

WHEREAS, the Lenders have agreed to such amendments subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

PART 1

CERTAIN DEFINITIONS

1.1 Certain Definitions. Unless otherwise defined herein or the context otherwise requires, the following terms used in this Amendment, including its preamble and recitals, have the following meanings:

“Amended Credit Agreement” means the Existing Credit Agreement as amended hereby.

“Amendment No. 5 Effective Date” has the meaning ascribed thereto in Section 3.1.

1.2 Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Amended Credit Agreement.

PART 2

AMENDMENTS TO CREDIT AGREEMENT

2.1 Amendments to Credit Agreement. The Existing Credit Agreement is hereby amended in its entirety to read in the form attached to this Amendment as Exhibit A. The modifications to the Existing Credit Agreement shall be effective as of the Amendment No. 5 Effective Date and shall apply from such date (and not retroactively) unless otherwise specifically set forth in the Amended Credit Agreement.

2.2 Schedules. Those certain Schedules and Exhibits attached to this Amendment shall replace the corresponding Schedules and Exhibits to the Existing Credit Agreement, or shall be added to the Credit Agreement, as applicable. All other Schedules and Exhibits to the Existing Credit Agreement shall not be modified or otherwise affected.

2.3 Additional Collateral. Notwithstanding Section 2.3 of that certain Amendment No. 3 to Credit Agreement dated as of November 14, 2005 (the “Third Amendment”) among the Borrower, the Lenders party thereto and the Administrative Agent, the parties hereto agree that the obligations of the Loan Parties and the rights of the Administrative Agent with respect to Collateral shall be governed by the requirements and provisions of this Amendment (including Section 3.1(e) of this Amendment) and the Loan Documents as amended hereby (including the Amended Credit Agreement).

PART 3

CONDITIONS TO EFFECTIVENESS

3.1 Closing Conditions.

This Amendment shall become effective as of the date hereof (the “Amendment No. 5 Effective Date”) upon satisfaction of the following conditions (in form and substance reasonably acceptable to the Administrative Agent):

(a) Executed Amendment. Receipt by the Administrative Agent of a copy of this Amendment duly executed by the Borrower and each of the Lenders and acknowledged and agreed to by each Subsidiary Guarantor.

(b) Fees. The Administrative Agent shall have received all fees set forth in that certain Fee Letter, dated February 6, 2007, from the Administrative Agent and Wachovia Capital Markets, LLC to the Borrower.

(c) Senior Unsecured Notes. Concurrently with the Advances to be made on the Amendment No. 5 Effective Date, the Borrower shall have received gross proceeds of at least $175,000,000 from the issuance of senior unsecured notes (the “2007 Senior Notes”) on the Amendment No. 5 Effective Date, and the 2007 Senior Notes shall have been issued on terms and conditions satisfactory to the Administrative Agent.

(d) Acquisition. The Administrative Agent will have received, in form and substance reasonably satisfactory to the Administrative Agent, (i) copies of documentation for the acquisition (the “Acquisition”) by Esterline Canadian Acquisition Corporation, a Canadian company and a wholly-owned direct subsidiary of the Borrower (the “CMC Acquisition Parent”) of all of the equity interests of CMC Electronics Holding Inc., a Canadian company (the “Acquired Company”) from the current equity holder of the Acquired Company (the “Seller”), including the purchase agreement executed in connection with the Acquisition (the “Acquisition Agreement”) and all exhibits and schedules thereto and (ii) evidence of all consents and approvals required pursuant to the terms of the Acquisition Agreement, including the consent of the board of directors of the Seller. No law or regulation will be applicable, or event will have occurred, nor will any litigation or investigation be pending or threatened, that could reasonably be expected to impose materially adverse conditions, or which could reasonably be expected to have a material adverse effect, upon the consummation of the Acquisition.

(e) New Loan Party.

(i) The Loan Parties shall have caused Esterline Canadian Holding Corporation, a Delaware corporation (the “New Loan Party”), to execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents.

(ii) The Loan Parties shall have duly executed and delivered to the Collateral Agent pledges of the Equity Interests of the New Loan Party, and the Loan Parties shall have delivered to the Administrative Agent certificates evidencing such Equity Interests, together with appropriate stock powers, all in form and substance satisfactory to the Administrative Agent.

(iii) The Loan Parties shall have caused the New Loan Party to (A) duly execute and deliver to the Collateral Agent mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements with respect to all tangible and intangible assets of the New Loan Party, as specified by, and in form and substance satisfactory to the Administrative Agent, securing payment of all of the obligations of the Loan Parties under the Loan Documents and (B) take, whatever action (including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the mortgages, pledges, assignments,

security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 3.1(e), enforceable against all third parties in accordance with their terms.

(iv) The Loan Parties shall have delivered to the Administrative Agent a signed copy of a favorable opinion, addressed to the Administrative Agent and the Lenders of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (i), (ii) and (iii) above.

(f) Pledge of Equity Interests. The Administrative Agent shall have received a pledge of 65% of the Equity Interests of the CMC Acquisition Parent, Esterline Canada LP, a Canadian company and any other CMC Acquisition Parent Creditor (as such term is defined in the Amended Credit Agreement), and the Loan Parties shall have delivered to the Administrative Agent certificates evidencing such Equity Interests, together with appropriate stock powers, all in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall have received an opinion which shall cover, among other things, perfection of the pledge of such Equity Interests satisfactory to the Administrative Agent, addressed to the Administrative Agent and the Lenders, from legal counsel to the Loan Parties.

(g) Legal Opinion. The Administrative Agent shall have received an opinion related to this Amendment (which shall cover, among other things, absence of violation of law or regulation or conflicts with existing Material Contracts (including the 2007 Senior Notes and the Senior Subordinated Indenture) and enforceability), satisfactory to the Administrative Agent, addressed to the Administrative Agent and the Lenders, from legal counsel to the Loan Parties.

(h) Security Interests and Perfection. All documents, instruments, reports and policies required to insure, perfect or evidence the Administrative Agent’s first priority security interest in the Collateral will have been executed and/or delivered and, to the extent applicable, be in proper form for filing.

(i) Officer’s Certificate. The Administrative Agent shall have received a certificate or certificates executed by an officer of the Borrower as of the Amendment No. 5 Effective Date stating that (i) all consents and approvals of boards of directors, shareholders, governmental authorities and other applicable third parties necessary in connection with this Amendment and the Acquisition have been obtained and remain in full force; (ii) there exists no action, suit, proceeding or, to such officer’s knowledge, investigation (whether previously existing, newly instituted or, to such officer’s knowledge, threatened) before, and no order, injunction or decree has been entered by, any court, arbitrator or governmental authority, in each case seeking to enjoin, restrain, restrict, set aside or prohibit, to impose material conditions upon, or to obtain substantial damages in respect of, this Amendment or the Acquisition or that could reasonably be expected to have a material adverse effect upon the financial condition, operations, properties, assets, liabilities or business of the Borrower and its subsidiaries taken as a

whole, or on the ability of any Loan Party and any of its subsidiaries to perform their respective obligations under or in connection with this Amendment and the Loan Documents; and (iii) immediately after giving effect to this Amendment and all the transactions contemplated hereby to occur on the Amendment No. 5 Effective Date (and giving pro forma effect to the Acquisition), (1) no Default or Event of Default exists; (2) all representations and warranties contained herein and in the Loan Documents (as amended hereby) are true and correct in all material respects; (3) the Borrower is in compliance with each of the financial covenants set forth in Section 5.04 of the Credit Agreement; (4) the Loan Parties, taken as a whole, are Solvent; and (5) the Leverage Ratio (to be calculated including adjustments related to the Acquisition satisfactory to the Administrative Agent) will not exceed 4.50 to 1.00, including supporting calculations satisfactory to the Administrative Agent.

(j) Organizational Documents. The Administrative Agent shall have received:

(i) Charter Documents. Copies of the articles of incorporation of the Borrower certified to be true and correct as of a recent date by the appropriate Governmental Authority of the state of Delaware and certified by a Responsible Officer of the Borrower to be true and correct as of the Amendment No. 5 Effective Date.

(ii) Bylaws. A copy of the bylaws of the Borrower certified by a Responsible Officer of the Borrower to be true and correct as of the Amendment No. 5 Effective Date.

(iii) Resolutions. Copies of resolutions of the Board of Directors of each of the Loan Parties approving and adopting this Amendment, the transactions contemplated herein and authorizing execution and delivery thereof, certified by a Responsible Officer to be true and correct and in force and effect as of the Amendment No. 5 Effective Date.

(iv) Good Standing. Copies of certificates of good standing, existence or its equivalent with respect to (A) the Borrower certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation and each other jurisdiction in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect and (B) each other Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation.

(v) Incumbency. An incumbency certificate of each Loan Party certified by a Responsible Officer of such Loan Party to be true and correct as of the Amendment No. 5 Effective Date.

(k) No Change.

(i) There shall not have occurred (A) any material adverse change in the financial condition, operations, properties, assets, liabilities or business of the Borrower, or the Borrower and its subsidiaries taken as a whole, since October 27, 2006 or (B) any event, condition or state of facts that could reasonably be expected to have any such material adverse change.

(ii) Since March 31, 2006, there shall not have occurred any matter, condition, event, circumstances, development or action (a “Target Material Adverse Effect”) that, individually or in the aggregate, has or could reasonably be expected to have an effect that is material and adverse to the business, assets, operations, financial results, condition or results of operations of the Acquired Company and its subsidiaries, taken as a whole; provided, however, that (i) events, circumstances, changes or effects arising out of or attributable to general economic conditions, (ii) events, circumstances, changes or effects affecting the securities markets generally or (iii) any changes to applicable laws or to generally accepted accounting principles shall not be considered (or taken into account in determining whether there has been) a Target Material Adverse Effect for any purpose hereunder, provided in each case that such event, circumstance, change or effect does not disproportionately effect the Acquired Company and its subsidiaries or the business of designing, manufacturing, selling and supporting high technology electronic products for the military and commercial aviation as well as the ancillary business of reselling and servicing commercial marine electronic products and other communication systems.

(l) Litigation, etc. There shall be no action, suit, proceeding or, to the Borrower’s knowledge, investigation (whether previously existing, newly instituted or, to the Borrower’s knowledge, threatened) before, and no order, injunction or decree shall have been entered by, any court, arbitrator or governmental authority, in each case seeking to enjoin, restrain, restrict, set aside or prohibit, to impose material conditions upon, or to obtain substantial damages in respect of, this Amendment or the Acquisition or that, in the opinion of the Administrative Agent, could reasonably be expected to have a material adverse effect upon the financial condition, operations, properties, assets, liabilities or business of the Borrower and its subsidiaries taken as a whole (including the Acquired Company), or on the ability of any Loan Party and any of its subsidiaries to perform their respective obligations under or in connection with this Amendment and the Loan Documents.

(m) Expenses. The Administrative Agent shall have received all expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the fees and expenses of Xxxxx & Xxx Xxxxx PLLC for which an invoice has been presented to the Borrower.

(n) Promissory Notes. The Administrative Agent shall have received Notes executed by the Borrower in favor of each Lender that has requested that its Advances be evidenced by a note, to the extent that such Lender is providing a new or increased Commitment pursuant to this Amendment.

(o) 10-K. The Administrative Agent will have received, in form and substance reasonably satisfactory to the Administrative Agent, a copy of the Borrower’s 10-K filed with the Securities and Exchange Commission for the fiscal year of the Borrower ended October 27, 2006.

(p) Information. The Administrative Agent shall not have become aware of any material information or other matter that is inconsistent in a material and adverse manner with any previous due diligence, information or matter (including any financial information and projections previously delivered to the Administrative Agent).

(q) Other. The Administrative Agent shall have received such other documents, agreements or information which it may reasonably request relating to the Loan Parties and the transactions contemplated by this Amendment and any other matters relevant hereto or thereto, all in form and substance satisfactory to the Administrative Agent.

PART 4

ASSIGNMENTS AND ASSUMPTIONS

4.1 Joinder. Upon execution of this Amendment, each of the New Lenders shall be a party to the Amended Credit Agreement and have all of the rights and obligations of a Lender thereunder and under the other Loan Documents. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment and this Amendment is the legal, valid and binding obligation of such New Lender, enforceable against it in accordance with its terms; (b) confirms that it has received a copy of the Existing Credit Agreement, this Amendment and all of the Exhibits and Schedules thereto, together with copies of the financial statements referred to in Section 4.01(g), (h) and (i) of the Existing Credit Agreement, the financial statements delivered pursuant to Section 5.03 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lenders, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (d) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. The Commitments of each New Lender after giving effect to this Amendment shall be as set forth on Schedule I to the Credit Agreement as amended hereby.

4.2 Assignment and Assumption. The Existing Lenders hereby sell and assign, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume,

without recourse, from the Existing Lenders, effective as of the Amendment No. 5 Effective Date, such interests in the Existing Lenders’ rights and obligations under the Existing Credit Agreement and the other Loan Documents (including, without limitation, the Revolving Credit Commitments of the Existing Lenders on the Amendment No. 5 Effective Date and the Revolving Credit Advances owing to the Existing Lenders which are outstanding on the Amendment No. 5 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Credit Commitments, effected by the amendment to Schedule I to the Existing Credit Agreement pursuant to Section 2.2 hereof.

Each Existing Lender hereby represents and warrants (a) that it is the lawful owner of the interests being assigned hereby, free and clear of any lien or other adverse claim and (b) that it is legally authorized to enter into this Amendment and this Amendment is the legal, valid and binding obligation of such Existing Lender, enforceable against it in accordance with its terms. The New Lenders shall make payment in exchange for such interests in the Existing Lenders’ rights and obligations under the Existing Credit Agreement and the other Loan Documents on the Amendment No. 5 Effective Date in the amounts and in accordance with the percentages set forth in Schedule I, as amended hereby, and the instructions of the Administrative Agent. Each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Administrative Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part 4 and as required by Section 8.07 of the Existing Credit Agreement.

4.3 Loan Party Agreement. Each of the Loan Parties agrees that, as of the Amendment No. 5 Effective Date, each New Lender shall (i) be a party to the Amended Credit Agreement and the other Loan Documents, (ii) be a “Lender” for all purposes of the Amended Credit Agreement and the other Loan Documents, and (iii) have the rights and obligations of a Lender under the Amended Credit Agreement and the other Loan Documents.

4.4 Notices. The applicable address, facsimile number and electronic mail address of each New Lender for purposes of Section 8.02 of the Amended Credit Agreement are as set forth in the administrative questionnaire delivered by each New Lender to the Administrative Agent on or before the Amendment No. 5 Effective Date or to such other address, facsimile number and electronic mail address as shall be designated by any New Lender in a notice to the Administrative Agent.

PART 5

CONSUMMATION OF THE ACQUISITION

5.1 Acquisition. It is hereby understood and agreed that the Acquisition will be consummated by the CMC Acquisition Parent on or before March 14, 2007 (the “Acquisition Date”) in accordance with the terms and conditions of the Acquisition Agreement without any waiver, modification or consent thereunder that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) unless approved by the Administrative Agent. In the event that the Acquisition is not consummated on or before the Acquisition Date,

the Borrower hereby agrees to prepay the entire amount of the US Term Loan Advance, including all principal, interest, charges, expenses, fees and other amounts payable thereunder, on the Acquisition Date (the “US Term Loan Mandatory Prepayment”).

5.2 Escrow Arrangement. The US Term Loan Advance will be funded by the US Term Loan Lenders to the Administrative Agent on the Amendment No. 5 Effective Date. The Administrative Agent will hold the proceeds of the US Term Loan Advance in escrow in a non-interest bearing deposit account until the Acquisition Date. Concurrently with the consummation of the Acquisition, the Administrative Agent will release the proceeds of the US Term Loan Advance to the Borrower.

It is hereby understood and agreed that if the Acquisition is not consummated on or before the Acquisition Date as contemplated above, the Administrative Agent will apply the proceeds of the US Term Loan Advance so held by the Administrative Agent on the Acquisition Date to prepay the US Term Loan Advance on behalf of the Borrower and the Borrower shall remain responsible for the remaining principal, interest, charges, expenses, fees and other amounts payable pursuant to Sections 5.1 and 5.3.

5.3 Canadian Dollar Conversion. The documentation for the Acquisition requires that the consideration paid to the Seller in connection with the Acquisition be in Canadian Dollars. In order to facilitate the closing of the Acquisition, it is hereby understood and agreed that the Administrative Agent shall be entitled, at the request of the Borrower, to convert the proceeds of the US Term Loan Advance to Canadian Dollars prior to consummation of the Acquisition, on terms and conditions reasonably satisfactory to the Administrative Agent and the Borrower (such proceeds to at all times be held in escrow by the Administrative Agent as described above until consummation of the Acquisition). If the Acquisition is not consummated on or before the Acquisition Date, the Administrative Agent will convert any such Canadian Dollars to U.S. dollars prior to applying the US Term Loan Advance proceeds to the prepayment of the US Term Loan Advance required by Section 5.2. It is here hereby understood and agreed that the Borrower will be responsible for, and shall reimburse the Administrative Agent and the Lenders for and indemnify the Administrative Agent and the Lenders against, any loss resulting from fluctuations in the foreign currency exchange rates and any costs, fees, expenses, charges or other amounts incurred in connection with the conversion contemplated hereby.

PART 6

MISCELLANEOUS

6.1 Amended Terms. All references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.

6.2 Representations and Warranties. Each Loan Party represents and warrants as follows as of the date hereof:

(a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(b) This Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party’s valid and legally binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c) No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority or third party is required in connection with the execution, delivery or performance by such Loan Party of this Amendment.

(d) The representations and warranties set forth in Article IV of the Credit Agreement are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date).

(e) There have been no changes to the organization documents (including, as applicable, articles of incorporation, articles of formation, bylaws, operating agreement or equivalent organizational documents) of any Subsidiary Guarantor since the Effective Date, other than the following: (i) in December 2005, Auxitrol Co. changed its name to Esterline Sensor Services Americas, Inc. and (ii) in August 2003, Excellon Automation Co. changed its name to EA Technologies Corporation.

6.3 Loan Document. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.

6.4 Entirety. This Amendment and the other Loan Documents embody the entire agreement between the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

6.5 Counterparts; Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy shall be effective as an original and shall constitute a representation that an original will be delivered.

6.6 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

6.7 Consent to Jurisdiction; Waiver of Jury Trial. The jurisdiction and waiver of jury trial provisions set forth in Sections 8.13 and 8.15 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

6.8 Fees. The Borrower agrees to pay all fees and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the fees and expenses of Xxxxx & Xxx Xxxxx PLLC.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF the Borrower, the Lenders, and the Administrative Agent have caused this Amendment to be duly executed on the date first above written.


BORROWER:	XXXXXXXXX TECHNOLOGIES CORPORATION,
	a Delaware corporation

	By:	/s/ XXXXXX X. XXXXXX
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President, Chief Financial Officer, Secretary and Treasurer

ADMINISTRATIVE AGENT,

COLLATERAL AGENT,

ISSUING BANK,

SWINGLINE BANK AND


EXISTING LENDER:	WACHOVIA BANK,
	NATIONAL ASSOCIATION,

	By:	/s/ XXXXXXX X. XXX
	Name:	Xxxxxxx X. Xxx
	Title:	Director


EXISTING LENDERS:	Xxxxx Fargo Bank, N.A.

	By:	/s/ XXXX XXXXXX
	Name:	Xxxx Xxxxxx
	Title:	VP / Relationship Manager


EXISTING LENDERS:	The Bank of New York,

	By:	/s/ XXXXXXXXX X. XXXX
	Name:	Xxxxxxxxx X. Xxxx
	Title:	Managing Director


EXISTING LENDERS:	KEYBANK NATIONAL ASSOCIATION

	By:	/s/ XXXXX X. XXXXXX
	Name:	Xxxxx X. Xxxxxx
	Title:	Vice President


EXISTING LENDERS:	Bank of America, N.A.

	By:	/s/ G XXXXX XXXXXXX
	Name:	G Xxxxx Xxxxxxx
	Title:	Vice President


EXISTING LENDERS:	U.S. Bank National Association

	By:	/s/ XXXXX X. XXXXXXX
	Name:	Xxxxx X. Xxxxxxx
	Title:	Vice President


NEW LENDERS:	CALYON NEW YORK BRANCH

	By:	/s/ XXX XXXXX
	Name:	Xxx Xxxxx
	Title:	Managing Director

	By:	/s/ XXXXXXX XXXXXXX
	Name:	Xxxxxxx Xxxxxxx
	Title:	Managing Director


NEW LENDERS:	BMO Capital Markets Financing, Inc.

	By:	/s/ XXXXXXX XXXXXXXXX
	Name:	Xxxxxxx XxXxxxxxx
	Title:	Managing Director


NEW LENDERS:	HSBC BANK USA, N.A.

	By:	/s/ XXXXXX X. XXXXX
	Name:	Xxxxxx X. Xxxxx
	Title:	Vice President


NEW LENDERS:	The Bank of Nova Scotia

	By:	/s/ XXXX XXXXXXX
	Name:	Xxxx Xxxxxxx
	Title:	Director


NEW LENDERS:	Societe Generale

	By:	/s/ R.D. XXXX XXXXXX
	Name:	R.D. Xxxx Xxxxxx
	Title:	Vice President

NEW LENDERS:

COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Lender

By:

/s/ YANGLING J. SI

Name:

Yangling J. SI

Title:

Assistant Vice President

By:

/s/ XXXXXXX XXXXXX

Name:

Xxxxxxx Xxxxxx

Title:

Assistant Treasurer

NEW LENDERS:

Barclays Bank PLC

By:

/s/ XXXXX XXXXXXX

Name:

Xxxxx Xxxxxxx

Title:

Director

NEW LENDERS:

Bear Xxxxxxx Corporate Lending Inc.

By:

/s/ XXXXXX XXXXXXXXXXXX

Name:

Xxxxxx Xxxxxxxxxxxx

Title:

Vice President


NEW LENDERS:	Union Bank of California, N.A.

	By:	/s/ XXX XXXX
	Name:	Xxx Xxxx
	Title:	Vice President

ACKNOWLEDGMENT AND CONSENT

The undersigned do hereby acknowledge and consent to the foregoing Amendment. The undersigned do hereby confirm and agree that, after giving effect to such Amendment, the Subsidiary Guaranty and each other Loan Document to which each of the undersigned is a party is and shall continue to be in full force and effect and is hereby confirmed and ratified in all respects.


ADVANCED INPUT DEVICES, INC.
AMTECH AUTOMATED MANUFACTURING TECHNOLOGY
ANGUS ELECTRONICS CO.
ARMTEC COUNTERMEASURES CO.
ARMTEC COUNTERMEASURES TNO CO.
ARMTEC DEFENSE PRODUCTS CO.
AVISTA, INCORPORATED
BVR TECHNOLOGIES CO.
EA TECHNOLOGIES CORPORATION
ESTERLINE SENSORS SERVICES AMERICAS, INC. (formerly known as Auxitrol Co.)
EQUIPMENT SALES CO.
H.A. SALES CO.
XXXXXX, INC.
HYTEK FINISHES CO.
XXXXX CORPORATION
KIRKHILL-TA CO.
KORRY ELECTRONICS CO.
XXXXX HOLDING CORPORATION
XXXXX INTERNATIONAL CORPORATION
XXXXX TECHNOLOGY GROUP, INC.
XXXXX ELECTRIC CO.
MC TECH CO.
MEMTRON TECHNOLOGIES CO.
NORWICH AERO PRODUCTS, INC.
PALOMAR PRODUCTS, INC.
PRESSURE SYSTEMS, INC.
PRESSURE SYSTEMS INTERNATIONAL, INC.
SURFTECH FINISHES CO.
UMM ELECTRONICS INC.
ESTERLINE CANADIAN HOLDING CORPORATION

By:		/s/ XXXXXX X. XXXXXX
Name:		Xxxxxx X. Xxxxxx
Its:		Secretary

EXHIBIT A TO AMENDMENT NO. 5

CUSIP NUMBER:

CREDIT AGREEMENT

Dated as of June 11, 2003

and amended as of March 13, 2007

Among

XXXXXXXXX TECHNOLOGIES CORPORATION,

as Borrower,

THE INITIAL LENDERS, ISSUING BANK AND

SWING LINE BANK NAMED HEREIN,

as Initial Lenders, Issuing Bank and Swing Line Bank,

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Collateral Agent,

XXXXX FARGO BANK, N.A.,

as Syndication Agent,

and

KEYBANK NATIONAL ASSOCIATION

and

BANK OF AMERICA, N.A.

as Co-Documentation Agents

WACHOVIA CAPITAL MARKETS, LLC

(f/k/a Wachovia Securities, LLC),

as Co-Lead Arranger and Sole Bookrunner

and

XXXXX FARGO BANK, N.A.,

as Co-Lead Arranger

T A B L E O F C O N T E N T S


Section		Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms		2
SECTION 1.02. Computation of Time Periods; Other Definitional Provisions		25
SECTION 1.03. Accounting Terms		25
SECTION 1.04. Currency Equivalents Generally		25

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES AND THE LETTERS OF CREDIT

SECTION 2.01. The Advances and the Letters of Credit		26
SECTION 2.02. Making the Advances		27
SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of Credit		30
SECTION 2.04. Repayment of Advances		32
SECTION 2.05. Termination or Reduction of the Commitments		34
SECTION 2.06. Prepayments		35
SECTION 2.07. Interest		37
SECTION 2.08. Fees		38
SECTION 2.09. Conversion of Advances		39
SECTION 2.10. Increased Costs, Etc		40
SECTION 2.11. Payments and Computations		41
SECTION 2.12. Taxes		44
SECTION 2.13. Sharing of Payments, Etc		46
SECTION 2.14. Use of Proceeds		46
SECTION 2.15. Evidence of Debt		46
SECTION 2.16. Defaulting Lenders		47

ARTICLE III CONDITIONS OF LENDING AND ISSUANCES OF LETTERS OF CREDIT

SECTION 3.01. Conditions Precedent to Initial Extension of Credit		48
SECTION 3.02. Conditions Precedent to Each Borrowing and Issuance and Renewal		52

ARTICLE IV REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Loan Parties		53

ARTICLE V COVENANTS OF THE LOAN PARTIES

SECTION 5.01. Affirmative Covenants		59
SECTION 5.02. Negative Covenants		63
SECTION 5.03. Reporting Requirements		71
SECTION 5.04. Financial Covenants		74

ARTICLE VI EVENTS OF DEFAULT

SECTION 6.01. Events of Default		74
SECTION 6.02. Actions in Respect of the Letters of Credit upon Default		77



ARTICLE VII THE AGENTS

SECTION 7.01. Authorization and Action		77
SECTION 7.02. Agents’ Reliance, Etc		78
SECTION 7.03. Wachovia and Affiliates		78
SECTION 7.04. Lender Party Credit Decision		79
SECTION 7.05. Indemnification		79
SECTION 7.06. Successor Agents.		80
SECTION 7.07. Bookrunner/ Co-Arranger, Co-Arranger, Syndication Agent and Documentation Agent Have No Liability		80

ARTICLE VIII MISCELLANEOUS

SECTION 8.01. Amendments, Etc.		80
SECTION 8.02. Notices, Etc.		82
SECTION 8.03. No Waiver; Remedies; Entire Agreement		82
SECTION 8.04. Costs and Expenses		82
SECTION 8.05. Right of Set-off		84
SECTION 8.06. Binding Effect		84
SECTION 8.07. Assignments and Participations		84
SECTION 8.08. Execution in Counterparts		87
SECTION 8.09. No Liability of the Issuing Bank		87
SECTION 8.10. Confidentiality		87
SECTION 8.11. Judgment Currency		88
SECTION 8.12. Release of Collateral		88
SECTION 8.13. Jurisdiction, Etc.		88
SECTION 8.14. GOVERNING LAW		89
SECTION 8.15. WAIVER OF JURY TRIAL		89

SCHEDULES


Schedule I	–	Commitments and Applicable Lending Offices
Schedule II	–	Financial Covenant Items
Schedule III	–	Subsidiary Guarantors
Schedule IV	–	Existing Letters of Credit
Schedule 4.01(b)	–	Subsidiaries
Schedule 4.01(d)	–	Authorizations, Approvals, Actions, Notices and Filings
Schedule 4.01(q)	–	Open Years
Schedule 4.01(s)	–	Existing Debt
Schedule 4.01(t)	–	Surviving Debt
Schedule 4.01(u)	–	Liens
Schedule 4.01(v)	–	Owned Real Property
Schedule 4.01(w)	–	Leased Real Property
Schedule 4.01(x)	–	Investments
Schedule 4.01(y)	–	Intellectual Property
Schedule 4.01(z)	–	Material Contracts

EXHIBITS


Exhibit A-1	–	Form of Revolving Credit Note
Exhibit A-2	–	Form of Swing Line Note
Exhibit A-3	–	Form of Sterling Term Note
Exhibit A-4	–	Form of US Term Note
Exhibit B	–	Form of Notice of Borrowing
Exhibit C	–	Form of Assignment and Acceptance
Exhibit D	–	Form of Security Agreement
Exhibit E	–	Form of Subsidiary Guaranty
Exhibit F	–	Form of Solvency Certificate
Exhibit G	–	Form of Opinion of Counsel to the Loan Parties
Exhibit H	–	Form of Notice of Conversion

iii

CREDIT AGREEMENT

CREDIT AGREEMENT dated as of June 11, 2003 (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) among XXXXXXXXX TECHNOLOGIES CORPORATION, a Delaware corporation (the “Borrower”), the banks, financial institutions and other lenders listed on the signature pages hereof as the Initial Lenders (the “Initial Lenders”), the bank listed on the signature pages hereof as the Issuing Bank (as further defined below, the “Issuing Bank”), the bank listed on the signature pages hereof as the Swing Line Bank (as further defined below, the “Swing Line Bank” and, together with the Initial Lenders and the Issuing Bank, the “Initial Lender Parties”), WACHOVIA BANK, NATIONAL ASSOCIATION, as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, in such capacity, the “Collateral Agent”) for the Secured Parties (as hereinafter defined), WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, in such capacity, the “Administrative Agent”) for the Lender Parties (as hereinafter defined), WACHOVIA CAPITAL MARKETS, LLC (f/k/a Wachovia Securities, LLC), as sole bookrunner and co-lead arranger (in such capacity, the “Bookrunner/ Co-Arranger”), XXXXX FARGO BANK, N.A., as co-lead arranger (in such capacity, the “Co-Arranger”), XXXXX FARGO BANK, N.A., as syndication agent, and KEYBANK NATIONAL ASSOCIATION and BANK OF AMERICA, N.A., as co-documentation agents.

PRELIMINARY STATEMENTS:

(1) The Borrower has requested that the Lender Parties establish a revolving credit facility (with subfacilities for letters of credit and swingline loans) for the benefit of the Borrower in an aggregate amount equal to $100,000,000 to refinance and replace the Borrower’s existing credit facilities and to finance the ongoing working capital and other general corporate purposes of the Borrower and its subsidiaries. The Lender Parties have indicated their willingness to agree to establish such revolving credit facility, but only on the terms and conditions of this Agreement, including the granting of the Collateral pursuant to the Collateral Documents and the guarantees pursuant to the Subsidiary Guaranty (each, and all other capitalized terms used in these Preliminary Statements, as defined below).

(2) It is a condition to the obligations of the Initial Lender Parties and the effectiveness of this Agreement that, among other conditions, (a) the Borrower acquire (the “Acquisition”) all of the Equity Interests comprising the Acquired Businesses from the Sellers pursuant to the Agreement for the Sale and Purchase of the Acquired Businesses by and among the Sellers and the Buyers dated as of May 22, 2003 (the “Acquisition Agreement”) and (b) to provide a portion of the financing for the Acquisition, the Borrower shall have either (i) issued the Senior Subordinated Notes in an aggregate principal amount of at least $175,000,000 or (ii) incurred the Bridge Loans in an aggregate principal amount of at least $85,000,000.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms. As used in this Agreement (including the Preliminary Statements), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Acquisition Agreement” has the meaning specified in the Preliminary Statements to this Agreement.

“Acquired Businesses” means all of the Equity Interests (and related assets) of Pressure Systems International Limited, a private limited company organized under the laws of England and Wales, Pressure Systems Inc., a Virginia corporation, Norwich Aero Products Inc., a New York corporation, and Weston Aerospace, a private unlimited company organized under the laws of England and Wales.

“Acquisition” has the meaning specified in the Preliminary Statements to this Agreement.

“Acquisition Documents” means the Acquisition Agreement and all schedules thereto, employment agreements, the Tax Deed (as defined in the Acquisition Agreement), and each other document related to the Acquisition.

“Administrative Agent” has the meaning specified in the Preliminary Statements to this Agreement.

“Administrative Agent’s Account” means the account of the Administrative Agent maintained by the Administrative Agent with Wachovia Bank, National Association, at its office at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxxx 0^xx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Account No. 5000000040942, Attention: Agency Services – Xxxxxxx Xxxxxxxx, or such other account as the Administrative Agent shall specify in writing to the Lender Parties.

“Advance” means a Revolving Credit Advance, the Sterling Term Loan Advance, the US Term Loan Advance, a Swing Line Advance or a Letter of Credit Advance.

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to vote 10% or more of the Voting Interests of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Interests, by contract or otherwise.

“Agents” means the Administrative Agent, the Collateral Agent and the Bookrunner/ Co-Arranger.

“Agreement” has the meaning specified in the Preliminary Statements to this Agreement.

“Agreement Value” means, for each Hedge Agreement, on any date of determination, an amount equal to all obligations thereunder (includes the amount of any termination payments that would payable on such date if the Hedge Agreement were terminated).

“Amendment No. 3 Effective Date” means the effective date of that certain Amendment No. 3 to Credit Agreement dated as of November 14, 2005, among the Borrower, the Lenders and the Administrative Agent.

“Amendment No. 4 Effective Date” means the effective date of that certain Amendment No. 4 to Credit Agreement dated as of February 10, 2006, among the Borrower, the Lenders and the Administrative Agent.

“Amendment No. 5 Effective Date” means the effective date of that certain Amendment No. 5 to Credit Agreement dated as of March 13, 2007, among the Borrower, the Lenders and the Administrative Agent.

“Applicable Commitment Fee Percentage” means, for any period, a rate equal to (i) 0.300% per annum if the Leverage Ratio is >4.5, (ii) 0.250% per annum if the Leverage Ratio is <4.5 but >3.0, (iii) 0.225% per annum if the Leverage Ratio is <3.0 but >2.0, (iv) 0.175% per annum if the Leverage Ratio is <2.0.

“Applicable Lending Office” means, with respect to each Lender Party, such Lender Party’s Domestic Lending Office in the case of a Base Rate Advance and such Lender Party’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance or a LIBOR Market Index Rate Advance.

“Applicable Margin” means, at any time, a percentage per annum determined by reference to the Leverage Ratio as of the end of the Fiscal Quarter most recently ended prior to such time, as set forth below:


Leverage Ratio	Base Rate Advances		LIBOR Market Index Rate Advances		Eurodollar Rate Advances
Greater than or equal to 4.5	0.250	%	1.250	%	1.250	%
Greater than or equal to 3.0 but less than 4.5	0.000	%	1.000	%	1.000	%
Greater than or equal to 2.0 but less than 3.0	0.000	%	0.875	%	0.875	%
Greater than or equal to 1.0 but less than 2.0	0.000	%	0.750	%	0.750	%
less than 1.0	0.000	%	0.625	%	0.625	%

“Appropriate Lender” means, at any time, with respect to (a) the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility at such time, (b) the Letter of Credit Facility, (i) the Issuing Bank and (ii) if the other Revolving Credit Lenders have made Letter of Credit Advances pursuant to Section 2.03(c) that are outstanding at such time, each such other Revolving Credit Lender, (c) the Swing Line Facility, (i) the Swing Line Bank and (ii) if the other Revolving Credit Lenders have made Swing Line Advances pursuant to Section 2.02(b) that are outstanding at such time, each such other Revolving Credit Lender, (d) with respect to the Sterling Term Loan Advance, each Sterling Term Loan Lender and (e) with respect to the US Term Loan Advance, each US Term Loan Lender.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender Party, (b) an Affiliate of a Lender Party or (c) an entity or an Affiliate of an entity that administers or manages a Lender Party.

“Acquisition Date” means the date the CMC Acquisition is consummated, which shall be on or before March 14, 2007.

“Asset Disposition” means the disposition of any or all of the assets (including, without limitation, the Equity Interests of a Subsidiary or any ownership interest in a joint venture) of any Loan Party or any Subsidiary whether by sale, lease, transfer or otherwise, in a single transaction or in a series of transactions. The term “Asset Disposition” shall not include (a) the sale, lease, transfer or other disposition of assets permitted by Section 5.02(e)(i), (ii) or (iii) hereof or (b) any Equity Issuance.

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender Party and an Eligible Assignee, and accepted by the Administrative Agent, in accordance with Section 8.07 and in substantially the form of Exhibit C hereto.

“Available Amount” of any Letter of Credit means, at any time, the maximum Dollar Amount available to be drawn under such Letter of Credit at such time (assuming compliance at such time with all conditions to drawing).

“Bankruptcy Law” means any proceeding of the type referred to in Section 6.01(f) or Title II, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.

“Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of:

(a) the rate of interest per annum then most recently publicly announced by Wachovia in Charlotte, North Carolina, from time to time, as Wachovia’s prime rate for Dollars loaned in the United States; and

(b) ¹/2 of 1% per annum above the Federal Funds Rate.

The Base Rate is an index rate and is not necessarily intended to be the lowest or best rate of interest charged to other customers in connection with extensions of credit or to other banks.

“Base Rate Advance” means an Advance that bears interest as provided in Section 2.07(a)(i).

“Bookrunner/Co-Arranger” has the meaning specified in the Preliminary Statements to this Agreement.

“Borrower” has the meaning specified in the Preliminary Statements to this Agreement.

“Borrower’s Account” means the account of the Borrower maintained by the Borrower with Wachovia Bank, National Association, at its office at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx Plaza 8^th Floor, Charlotte, North Carolina 28288, Attention: Agency Services, Account No. 5000000040942, or such other account as the Borrower shall specify in writing to the Administrative Agent.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, the Sterling Term Loan Advance or the US Term Loan Advance.

“Bridge Loans” means loans in a principal amount of up to $85,000,000 lent to the Borrower to finance the consummation of the Acquisition if the Senior Subordinated Notes cannot be issued due to market conditions, such loans to be made pursuant to a senior unsecured bridge loan facility on terms (including terms for and relating to exchange notes therefor) and under documents reasonably satisfactory to the Administrative Agent (“Bridge Documentation”).

“Bridge Documentation” has the meaning specified therefor in the definition of “Bridge Loans”.

“British Pounds Sterling” means British pounds sterling, the lawful currency of the United Kingdom.

“Business Day” means a day of the year on which banks are not required or authorized by law to close in New York, New York or Charlotte, North Carolina and, if the applicable Business Day relates to any Eurodollar Rate Advances or LIBOR Market Index Rate Advances, on which dealings are carried on in the London interbank market.

“Buyers” means Xxxxxxxxx Technologies Corporation, a Delaware corporation, and Xxxxxxxxx Technologies Acquisition Limited, a private limited company organized under the laws of England and Wales.

“Canadian Dollars” means Canadian dollars, the lawful currency of Canada.

“Capital Expenditures” means, for any Person for any period, the sum of, without duplication, (a) all expenditures made, directly or indirectly, by such Person or any of its Subsidiaries during such period for equipment, fixed assets, real property or improvements, or for replacements or substitutions therefor or additions thereto, that have been or should be, in accordance with GAAP, reflected as additions to property, plant or equipment on a Consolidated balance sheet of such Person or have a useful life of more than one year plus (b) the aggregate principal amount of all Debt (including Obligations under Capitalized Leases) assumed or incurred in connection with any such expenditures. For purposes of this definition, the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount of such purchase price less the credit granted by the seller of such equipment for the equipment being traded in at such time or the amount of such proceeds, as the case may be.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

“Cash Equivalents” means any of the following, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens other than Liens created under the Collateral Documents and having a maturity of not greater than 180 days from the date of issuance thereof: (a) readily marketable direct obligations of the Government of the United States or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the Government of the United States, (b) insured certificates of deposit of or time deposits with

any commercial bank that is a Lender Party or a member of the Federal Reserve System, issues (or the parent of which issues) commercial paper rated as described in clause (c) below, is organized under the laws of the United States or any State thereof and has combined capital and surplus of at least $1 billion, (c) commercial paper in an aggregate amount of no more than $5,000,000 per issuer outstanding at any time, issued by any corporation organized under the laws of any State of the United States and rated at least “Prime-1” (or the then equivalent grade) by Xxxxx’x Investors Service, Inc. (“Moody’s”) or “A-1” (or the then equivalent grade) by Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (d) Investments, classified in accordance with GAAP as Current Assets of the Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition.

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

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“CFC” means a controlled foreign corporation as defined in Section 957(a) of the Internal Revenue Code.

“Change of Control” means the occurrence of any of the following: (a) any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities and Exchange Act of 1934) directly or indirectly, of Voting Interests of the Borrower (or other securities convertible into such Voting Interests) representing 30% or more of the combined voting power of all Voting Interests of the Borrower; or (b) during any period of up to 24 consecutive months, commencing after the date hereof, individuals who at the beginning of such 24-month period were directors (or directors who were nominated or approved by such directors) of the Borrower shall cease for any reason to constitute a majority of the board of directors of the Borrower; (c) any Person or two or more Persons acting in concert shall have acquired by contract (other than customary employment contracts for seniors officers) or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management policies of the Borrower; or (d) any “Change of Control” or similar occurrence as defined in the Senior Subordinated Notes (so long as any Obligations are outstanding under the Senior Subordinated Notes), the 2007 Senior Notes (so long as any Obligations are outstanding under the 2007 Senior Notes) or in any other instrument relating to Material Debt.

“Chief Financial Officer” means the officer of the Borrower or other Loan Parties holding such title, such holder as of the date hereof being Xx. Xxxxxx X. Xxxxxx.

“CMC” means CMC Electronics Holding Inc., a Canadian company.

“CMC Acquisition” means the Acquisition by the CMC Acquisition Parent of all of the equity interests of CMC on the Acquisition Date.

“CMC Acquisition Parent” means Esterline Canadian Acquisition Corporation, a Canadian company, a Canadian company.

“CMC Acquisition Parent Creditor” has the meaning specified in Section 5.02(r).

“Co-Arranger” has the meaning specified in the Preliminary Statements to this Agreement.

“Collateral” means all “Collateral” referred to in the Collateral Documents and all other property that is or is intended to be subject to any Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“Collateral Agent” has the meaning specified in the Preliminary Statements to this Agreement.

“Collateral Documents” means the Security Agreement, the Intellectual Property Security Agreement, the U.K. Security Documents, each of the collateral documents, instruments and agreements delivered pursuant to Section 5.01(j) or (k), and each other agreement that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“Commitment” means a Revolving Credit Commitment, a Sterling Term Loan Commitment, a US Term Loan Commitment, a Swing Line Commitment or a Letter of Credit Commitment.

“Confidential Information” means information that any Loan Party furnishes to any Agent or any Lender Party in a writing designated as confidential, but does not include any such information that is or becomes generally available to the public or that is or becomes available to such Agent or such Lender Party from a source other than the Loan Parties.

“Consolidated” refers to the consolidation of accounts in accordance with GAAP.

“Consolidated Interest Expense” means, for any period, all interest expense (including amortization of debt discount and premium and the interest component under Capitalized Leases) for such period of the Borrower and its Subsidiaries on a Consolidated basis.

“Consolidated Net Income” and “Consolidated Net Loss” means, respectively, for any period, the aggregate net income or loss from continuing operations of the Borrower and its Subsidiaries on a Consolidated basis.

“Consolidated Working Capital” means, at any date of determination, (a) all current assets of the Borrower and its Subsidiaries on a Consolidated basis minus (b) all current liabilities of the Borrower and its Subsidiaries on a Consolidated basis.

“Contingent Obligation” means, with respect to any Person, any Obligation or arrangement of such Person to guarantee or intended to guarantee any Debt, leases, dividends or other payment Obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, (a) the direct or indirect guarantee, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the Obligation of a primary obligor, (b) the Obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement or (c) any Obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working

capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

“Conversion”, “Convert” and “Converted” each refer to a conversion of Advances of one Type into Advances of another Type pursuant to Section 2.09 or 2.10.

“Current Assets” of any Person means all assets of such Person that would, in accordance with GAAP, be classified as current assets of a company conducting a business the same as or similar to that of such Person.

“Debt” of any Person means, without duplication for purposes of calculating financial ratios, (a) all indebtedness of such Person for borrowed money, (b) all Obligations of such Person for the deferred purchase price of property or services (other than trade payables not overdue by more than 60 days incurred in the ordinary course of such Person’s business), (c) all Obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all Obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Obligations of such Person as lessee under Capitalized Leases, (f) all Obligations of such Person under acceptances, letters of credit or other similar arrangements or credit support facilities, (g) all Obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests in such Person or any other Person or any warrants, rights or options to acquire such Equity Interests, valued, in the case of Redeemable Preferred Interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (h) all Obligations of such Person in respect of Hedge Agreements, valued at the Agreement Value thereof, (i) all Contingent Obligations and Off-Balance Sheet Obligations of such Person and (j) all indebtedness and other payment Obligations referred to in clauses (a) through (i) above of another Person secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness or other payment Obligations.

“Debt for Borrowed Money” of any Person means, at any date of determination, all items that, in accordance with GAAP, would be classified as indebtedness on a Consolidated balance sheet of such Person and all Off-Balance Sheet Obligations of such Person at such date.

“Debt Issuance” means the issuance of any Debt by any Loan Party or any of its Subsidiaries. The term “Debt Issuance” shall not include (a) any Debt of any Loan Party and its Subsidiaries permitted to be incurred pursuant to Sections 5.02(b)(i), 5.02(b)(ii) and 5.02(b)(iii)(A), (B), (C), (D), (E), (F) and (G) hereof (provided that the aggregate amount of Debt under clause (G) to be excluded shall not exceed $20,000,000) or (b) any Equity Issuance.

“Default” means any Event of Default or any event that would constitute an Event of Default but for the passage of time or the requirement that notice be given or both.

“Default Interest” has the meaning set forth in Section 2.07(b).

“Defaulting Lender” has the meaning set forth in Section 2.16.

“Deposit Account” has the meaning specified in the Security Agreement.

“Dollar Amount” means (a) with respect to U.S. dollars or an amount denominated in U.S. dollars, such amount and (b) with respect to an amount of any Foreign Currency or an amount denominated in such Foreign Currency, the equivalent amount thereof in U.S. dollars as determined by the Administrative Agent as of the most recent Revaluation Date on the basis of the Spot Rate (determined as of the most recent Revaluation Date) applicable to such Foreign Currency.

“Domestic Lending Office” means, with respect to any Lender Party, the office of such Lender Party specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender Party, as the case may be, or such other office of such Lender Party as such Lender Party may from time to time specify to the Borrower and the Administrative Agent.

“Domestic Subsidiary” means any Subsidiary organized under the laws of any state of the United States of America.

“EBITDA” means, for any period, (a) Consolidated Net Income or Consolidated Net Loss, as the case may be, for such period plus (b) the sum of (i) interest expense, (ii) income tax expense, (iii) depreciation expense, (iv) amortization expense and (v) non cash items, in each case, which were deducted in determining Consolidated Net Income or Consolidated Net Loss, as the case may be, of the Borrower and its Subsidiaries on a Consolidated basis for such period.

“Effective Date” means the first date on which the conditions set forth in Article III shall have been satisfied.

“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; (d) a commercial bank organized under the laws of the United States, or any State thereof, and having total assets in excess of $5 billion, (e) a finance company, insurance company or other financial institution or fund (whether a corporation, partnership, trust or other entity) that is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and having total assets in excess of $300,000,000 and (f) any other Person (other than a natural person) approved by (i) the Bookrunner/Co-Arranger and the Administrative Agent, (ii) in the case of any assignment of a Revolving Credit Commitment, the Issuing Bank and the Swing Line Bank, in each case, with notice to the Bookrunner/Co-Arranger, Administrative Agent and the Borrower, and (iii) unless a Default has occurred and is continuing or if determined by the Bookrunner/Co-Arranger (after consultation with the Borrower) to be necessary to achieve a successful initial syndication of the Facilities, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

“EMU” means Economic and Monetary Union as contemplated in the Treaty on European Union.

“EMU Legislation” means legislative measures of the European Council (including without limitation European Council regulations) for the introduction of, changeover to or operation of a single or unified European currency (whether known as the Euro or otherwise), being in part the implementation of the third stage of EMU.

“Environmental Action” means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, any Environmental Permit or Hazardous Material or arising from alleged injury or threat to health, safety or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

“Environmental Law” means any Federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, writ, judgment, injunction, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“Equity Issuance” means any issuance by any Loan Party or any Subsidiary to any Person which is not a Loan Party of (a) shares or interests of its Equity Interests, (b) any shares or interests of its Equity Interests pursuant to the exercise of options or warrants or other similar rights, (c) any shares or interests of its Equity Interests pursuant to the conversion of any debt securities to equity or (d) warrants or options or other similar rights which are exercisable for or convertible into shares or interests of its Equity Interests. The term “Equity Issuance” shall not include (i) any Asset Disposition or (ii) any Debt Issuance.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a member of the controlled group of any Loan Party, or under common control with any Loan Party, within the meaning of Section 414 of the Internal Revenue Code.

“ERISA Event” means (a) unless the applicable 30-day notice requirement with respect to such event has been waived by the PBGC, (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan or (ii) the requirements of Section 4043(b) of ERISA apply with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of any Loan Party or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by any Loan Party or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for imposition of a lien under Section 302(f) of ERISA shall have been met with respect to any Plan; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, such Plan.

“Euro” means the single currency of Participating Member States of the European Union.

“Eurocurrency Liabilities” has the meaning specified in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Eurodollar Lending Office” means, with respect to any Lender Party, the office of such Lender Party specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender Party (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender Party as such Lender Party may from time to time specify to the Borrower and the Administrative Agent.

“Eurodollar Rate” means, for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing, an interest rate per annum determined by the Administrative Agent to be equal to the rate per annum obtained by dividing (a) (i) (A) the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on, in the case of U.S. dollars, Telerate Page 3750 as the London interbank offered rate for deposits in U.S. dollars and, in the case of a Foreign Currency, the appropriate page of the Telerate screen which displays British Bankers Association Interest Settlement Rates for deposits in such Foreign Currency (or, in each case, (i) such other page or service as may replace such page on such system or service for the purpose of displaying such rates and (ii) if more than one rate appears on such screen, the arithmetic mean for all such rates) at approximately 11:00 A.M. (London time) two Business Days before the first day of such Interest Period for a period equal to such Interest Period (provided that, if for any reason such rate is not available, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in the applicable currency at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates), or (B) if such rate is for any reason not available, the rate per annum equal to the rate at which the Administrative Agent or its designee is offered deposits in the applicable currency at or about

11:00 A.M. (London time) two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market for delivery on the first day of such Interest Period for the number of days comprised therein and in the amount requested to be outstanding, plus (ii) with respect to any Eurodollar Rate Advance denominated in British Pounds Sterling, for any Interest Period, the Mandatory Cost Rate for such Interest Period by (b) a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such Interest Period.

“Eurodollar Rate Advance” means an Advance that bears interest as provided in Section 2.07(a)(ii).

“Eurodollar Rate Reserve Percentage” for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Rate Advances is determined) having a term equal to such Interest Period.

“Events of Default” has the meaning specified in Section 6.01.

“Excess Cash Flow” means, with respect to any fiscal year of the Borrower, for the Borrower and its Subsidiaries on a Consolidated basis, an amount equal to (a) EBITDA for such period minus (b) Capital Expenditures for such period minus (c) Scheduled Funded Debt Payments made during such period minus (d) Consolidated Interest Expense (excluding any Consolidated Interest Expense associated with intercompany indebtedness) for such period minus (e) amounts paid in cash in respect of federal, state, local and foreign income taxes of the Borrower and its Subsidiaries with respect to such period minus (f) increases in Consolidated Working Capital during such period plus (g) decreases in Consolidated Working Capital during such period minus (h) the total cash consideration paid by or on behalf of the Borrower and its Subsidiaries for acquisitions permitted pursuant to Section 5.02(f)(viii).

“Existing Debt” means Debt of each Loan Party and its Subsidiaries outstanding immediately before the occurrence of the Effective Date.

“Existing Letters of Credit” means each of the letters of credit described by date of issuance, amount, purpose and the date of expiry on Schedule IV hereto.

“Facility” means any of the Revolving Credit Facility, the Swing Line Facility, the Sterling Term Loan Advance, the US Term Loan Advance or the Letter of Credit Facility.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for 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 November 2, 2005, among the Borrower, the Administrative Agent and the Bookrunner/Co-Arranger.

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

“Fiscal Year” means a fiscal year of the Borrower and its Consolidated Subsidiaries ending on the last Friday of October in any calendar year.

“Foreign Currency” means Revolving Foreign Currency and Letter of Credit Foreign Currency.

“Fund” means any Person (other than an individual) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” has the meaning specified in Section 1.03.

“Governmental Authority” means any nation or government, any state, province, city, municipal entity or other political subdivision thereof, and any governmental, executive, legislative, judicial, administrative or regulatory agency, department, authority, instrumentality, commission, board, bureau or similar body, whether xxxxxxx, xxxxx, xxxxxxxxxx, xxxxxxxxxxx, local or foreign.

“Governmental Authorization” means any authorization, approval, consent, franchise, license, order, ruling, permit, certification, exemption, notice, declaration or similar right, undertaking or other action of, to or by, or any filing, qualification or registration with, any Governmental Authority.

“Hazardous Materials” means (a) petroleum or petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.

“Hedge Agreements” means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other hedging agreements.

“Hedge Bank” means any Person in its capacity as a party to a Secured Hedge Agreement that was a Lender Party or an Affiliate of a Lender Party at the time such Hedge Agreement was entered into.

“Indemnified Party” has the meaning specified in Section 8.04(b).

“Initial Extension of Credit” means the earlier to occur of the initial Borrowing and the initial issuance of a Letter of Credit hereunder.

“Initial Lender Parties” and “Initial Lenders” each has the meaning specified in the Preliminary Statements to this Agreement.

“Insufficiency” means, with respect to any Plan, the amount, if any, by which its benefit liabilities, as defined in Section 4001(a)(16) of ERISA, determined using the actuarial assumptions used for funding purposes in the most recent actuarial report prepared for such Plan, exceeds the fair market value of such Plan’s assets.

“Intellectual Property Security Agreement” has the meaning specified in Section 3.01(a)(v).

“Interest Coverage Ratio” means, for any Measurement Period, the ratio of (a) Pro Forma EBITDA for such Measurement period to (b) Consolidated Interest Expense for such Measurement Period.

“Interest Period” means, for each Eurodollar Rate Advance comprising part of the same Borrowing, the period commencing on the date of such Eurodollar Rate Advance or the date of the Conversion of any Base Rate Advance or LIBOR Market Index Rate Advance into such Eurodollar Rate Advance, and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three or six months, as the Borrower may select, upon notice received by the Administrative Agent not later than 2:00 P.M. (New York City time) on (i) in the case of Advances denominated in U.S. dollars, the third Business Day prior to the first day of such Interest Period and (ii) in the case of Advances denominated in Foreign Currencies, the fourth Business Day prior to the first day of such Interest Period; provided, however, that:

(a) the Borrower may not select any Interest Period with respect to any Eurodollar Rate Advance that ends after the applicable Termination Date;

(b) Interest Periods commencing on the same date for Eurodollar Rate Advances comprising part of the same Borrowing shall be of the same duration;

(c) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(d) whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time (including any successor law).

“Inventory” means all Inventory referred to in Section 1(b) of the Security Agreement.

“Investment” in any Person means any loan or advance to such Person, any purchase or other acquisition of any Equity Interests or Debt or the assets comprising a division or business

unit or a substantial part or all of the business of such Person, any capital contribution to such Person or any other direct or indirect investment in such Person, including, without limitation, any acquisition by way of a merger or consolidation (or similar transaction) and any arrangement pursuant to which the investor incurs Debt of the types referred to in clause (i) or (j) of the definition of “Debt” in respect of such Person.

“Issuing Bank” means (a) with respect to Letters of Credit issued pursuant to Section 2.01(c) hereof, the Issuing Bank referred to in the Preliminary Statements to this Agreement and any Eligible Assignees to which all or a portion of the Letter of Credit Commitment hereunder has been assigned pursuant to Section 8.07 so long as each such Eligible Assignee expressly agrees to perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as the Issuing Bank and notifies the Administrative Agent of its Applicable Lending Office and the amount of its Letter of Credit Commitment (which information shall be recorded by the Administrative Agent in the Register), for so long as the Issuing Bank or Eligible Assignee, as the case may be, shall have a Letter of Credit Commitment and (b) with respect to the Existing Letters of Credit only, the applicable Lender that is the issuer of such Existing Letter of Credit.

“L/C Related Documents” has the meaning specified in Section 2.04(c)(ii).

“Lender Party” means the Initial Lender Parties and any other Person that becomes a Lender, the Issuing Bank or the Swing Line Bank.

“Lenders” means the Initial Lenders and each Person that shall become a Lender hereunder pursuant to Section 8.07 for so long as such Initial Lender or Person, as the case may be, shall be a party to this Agreement.

“Letter of Credit Advance” means an advance made by the Issuing Bank or any Revolving Credit Lender pursuant to Section 2.03(d).

“Letter of Credit Agreement” has the meaning specified in Section 2.03(a).

“Letter of Credit Commitment” means, with respect to the Issuing Bank at any time, the amount set forth opposite the Issuing Bank’s name on Schedule I hereto under the caption “Letter of Credit Commitment” or, if the Issuing Bank has entered into an Assignment and Acceptance, set forth for the Issuing Bank in the Register maintained by the Administrative Agent pursuant to Section 8.07(d) as the Issuing Bank’s “Letter of Credit Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“Letter of Credit Facility” means, at any time, an amount equal to the amount of the Issuing Bank’s Letter of Credit Commitment at such time, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“Letter of Credit Foreign Currency” means (a) Euros, (b) British Pounds Sterling and (c) Canadian Dollars.

“Letters of Credit” has the meaning specified in Section 2.01(c).

“Leverage Ratio” means, at any date of determination, the ratio of (a) (i) Consolidated total Debt for Borrowed Money at such date plus (ii) the face amount of all outstanding Letters of Credit (other than (1) trade Letters of Credit, (2) performance based Letters of Credit and (3)

Letters of Credit which are cash collateralized) at such date less (A) if Advances under the Revolving Credit Facility in an aggregate principal Dollar Amount of $10,000,000 or less are outstanding, cash and Cash Equivalents on hand or (B) if Advances under the Revolving Credit Facility in an aggregate principal Dollar Amount greater than $10,000,000 are outstanding, cash and Cash Equivalents on hand in an amount not to exceed $5,000,000, in each case of the Borrower and its Subsidiaries to (b) Pro Forma EBITDA for the most recently completed Measurement Period.

“LIBOR Market Index Rate” shall mean, for any day, the rate for one month interbank offered rate for deposits in the applicable Foreign Currency appearing on Telerate Page 3750 (or any successor page) or such other Telerate screen on which rates for deposits in such Foreign Currency are displayed at approximately 11:00 A.M. (London time) on such day, or if such day is not a London business day, then the immediately preceding London business day (or if not so reported, then as determined by the Administrative Agent from another recognized source or interbank quotation).

“LIBOR Market Index Rate Advance” means an Advance that bears interest as provided in Section 2.07(a)(iii).

“Lien” means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

“Loan Documents” means (a) this Agreement (including all amendments thereto), (b) the Notes, (c) the Subsidiary Guaranty, (d) the Collateral Documents, (e) the Fee Letter, (f) each Letter of Credit Agreement and (g) each Secured Hedge Agreement, in each case as amended.

“Loan Parties” means the Borrower and the Subsidiary Guarantors.

“Mandatory Cost Rate” means, with respect to any Eurodollar Rate Advance for any Interest Period, a rate per annum reflecting the cost to the Lenders of complying with all reserve, special deposit, capital adequacy, solvency, liquidity ratios, fees or other requirements of or imposed by the Bank of England, the Financial Services Authority, the European Central Bank or any other governmental or regulatory authority for such Interest Period attributable to such Eurodollar Rate Advance (rounded up if necessary to 4 decimal places) as conclusively determined by the Administrative Agent, absent manifest error.

“Margin Stock” has the meaning specified in Regulation U.

“Material Acquisition” means any purchase or other acquisition by a Loan Party of all of the Equity Interests in, or all or a substantial portion of the property and assets of or line of business, division or product line of, any Person (any such property, assets or Person, a “Material Target”) that (a) is permitted pursuant to Section 5.02(f), (b) is in excess of $100,000,000 in total purchase consideration and (c) after giving effect thereto on a pro forma basis, the Leverage Ratio (as determined by the Administrative Agent) of the Borrower and its Subsidiaries exceeds 4.0:1.0.

“Material Adverse Change” means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower and its Subsidiaries, taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower and its Subsidiaries, taken as a whole, (b) the rights and remedies of any Agent or any Lender Party under any Loan Document or (c) the ability of any Loan Party to perform its Obligations under any Loan Document to which it is or is to be a party.

“Material Contract” means, with respect to the Borrower or its Subsidiaries, each contract to which such Person is a party involving aggregate consideration payable to or by such Person in excess of 10% of Consolidated revenues in any year of the Borrower and its Subsidiaries, taken as a whole, or otherwise material to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower and its Subsidiaries, taken as a whole.

“Material Debt” means Debt for Borrowed Money in an aggregate principal amount in excess of $25,000,000.

“Material Target” has the meaning specified in the definition of Material Acquisition.

“Measurement Period” means, at any date of determination, the most recently completed four consecutive Fiscal Quarters of the Borrower ending on or prior to such date; provided, that for any Fiscal Quarter commenced prior to the Initial Extension of Credit, the amount of any item included in the calculation of a financial ratio or financial covenant, during any such Fiscal Quarter shall be as set forth on Schedule II hereto.

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any Loan Party or any ERISA Affiliate and at least one Person other than the Loan Parties and the ERISA Affiliates or (b) was so maintained and in respect of which any Loan Party or any ERISA Affiliate could reasonably be expected to have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“Net Cash Proceeds” means the aggregate cash proceeds received by any Loan Party or any Subsidiary in respect of any Asset Disposition, Equity Issuance, Debt Issuance or Recovery Event, net of (a) direct costs paid or payable as a result thereof (including, without limitation, reasonable legal, accounting and investment banking fees, and sales commissions), (b) taxes paid or payable as a result thereof and (c) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Debt (other than the Advances) that is secured by a Lien on the Equity Interests or assets at issue and that is required to be repaid under the terms thereof as a result of any Asset Disposition; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received by any Loan Party or any Subsidiary in respect of any Asset Disposition, Equity Issuance, Debt Issuance or Recovery Event.

“Note” means a Swing Line Note, a Sterling Term Note, a US Term Note or a Revolving Credit Note.

“Notice of Borrowing” has the meaning specified in Section 2.02(a).

“Notice of Conversion” has the meaning specified in Section 2.09(a).

“Notice of Issuance” has the meaning specified in Section 2.03(a).

“Notice of Renewal” has the meaning specified in Section 2.01(c).

“Notice of Swing Line Borrowing” has the meaning specified in Section 2.02(b).

“Notice of Termination” has the meaning specified in Section 2.01(c).

“NPL” means the National Priorities List under CERCLA.

“Obligation” means, with respect to any Person, any payment, performance or other obligation of such Person of any kind, including, without limitation, any liability of such Person on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding referred to in Section 6.01(f). Without limiting the generality of the foregoing, the Obligations of any Loan Party under the Loan Documents include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by such Loan Party under any Loan Document and (b) the obligation of such Loan Party to reimburse any amount in respect of any of the foregoing that any Lender Party, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

“Off Balance Sheet Obligation” means, with respect to any Person, any Obligation of such Person under a synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing classified as an operating lease in accordance with GAAP, if such Obligations would give rise to a claim against such Person in a proceeding referred to in Section 6.01(f).

“Open Year” has the meaning specified in Section 4.01(q)(iii).

“Other Taxes” has the meaning specified in Section 2.12(b).

“Participating Member State” means each country so described in any EMU Legislation.

“PBGC” means the Pension Benefit Guaranty Corporation (or any successor).

“Permitted Liens” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (a) Liens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 5.01(b); (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations that (i) are not overdue for a period of more than 30 days and (ii) individually or together with all other Permitted Liens outstanding on any date of determination do not materially adversely affect the use of the property to which they relate; (c) pledges or deposits (i) to secure obligations under workers’ compensation laws or similar legislation or to secure letters of credit supporting such obligations or (ii) to secure public or

statutory obligations; (d) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; and (e) Liens of a collection bank in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in any relevant jurisdiction.

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Plan” means a Single Employer Plan or a Multiple Employer Plan.

“Pledged Debt” has the meaning specified in the Security Agreement.

“Preferred Interests” means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

“Pro Forma EBITDA” means, for any period, Consolidated EBITDA adjusted to give effect to the Acquisition or any other acquisition consummated by the Borrower or any of its Subsidiaries in accordance with this Agreement as if it had occurred on the first day of such period; provided, it is hereby agreed that the adjustment to Consolidated EBITDA with respect to the CMC Acquisition shall be (a) for the Measurement Period as of the Amendment No. 5 Effective Date, an increase of $16,500,000, (b) for the Measurement Period as of the first Fiscal Quarter end following the Amendment No. 5 Effective Date, an increase of $12,375,000, (c) for the Measurement Period as of the second Fiscal Quarter end following the Amendment No. 5 Effective Date, an increase of $8,250,000 and (d) for the Measurement Period as of the third Fiscal Quarter end following the Amendment No. 5 Effective Date, an increase of $4,125,000.

“Pro Rata Share” of any amount means, with respect to any Revolving Credit Lender at any time, the product of such amount times a fraction the numerator of which is the amount of such Lender’s Revolving Credit Commitment at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, such Lender’s Revolving Credit Commitment as in effect immediately prior to such termination) and the denominator of which is the Revolving Credit Facility at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, the Revolving Credit Facility as in effect immediately prior to such termination).

“Receivables” means all Receivables referred to in Section 1(c) of the Security Agreement.

“Recovery Event” means the receipt by any Loan Party or any of its Subsidiaries of any cash insurance proceeds or condemnation or expropriation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their property or assets.

“Redeemable” means, with respect to any Equity Interest, any Debt or any other right or Obligation, any such Equity Interest, Debt, right or Obligation that (a) the issuer has undertaken to redeem at a fixed or determinable date or dates, whether by operation of a sinking fund or otherwise, or upon the occurrence of a condition not solely within the control of the issuer or (b) is redeemable at the option of the holder.

“Register” has the meaning specified in Section 8.07(d).

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Required Lenders” means, at any time, Lenders owed or holding at least a majority in interest of the sum of (a) the aggregate principal Dollar Amount of the Advances outstanding at such time, (b) the aggregate Available Amount of all Letters of Credit outstanding at such time and (c) the aggregate Unused Revolving Credit Commitments at such time. For purposes of this definition, the aggregate principal amount of Swing Line Advances owing to the Swing Line Bank and of Letter of Credit Advances owing to the Issuing Bank and the Available Amount of each Letter of Credit shall be considered to be owed to the Revolving Credit Lenders ratably in accordance with their respective Revolving Credit Commitments.

“Reserved Available Amount” of any Letter of Credit means, at any time, (a) the maximum Dollar Amount available to be drawn under such Letter of Credit at such time (assuming compliance at such time with all conditions to drawing) plus (b) if such Letter of Credit is denominated in a Foreign Currency, an amount equal to 5% of maximum Dollar Amount available to be drawn under such Letter of Credit at such time (assuming compliance at such time with all conditions to drawing).

“Responsible Officer” means any officer of any Loan Party or any of its Subsidiaries.

“Restricted Payment” has the meaning specified in Section 5.02(g).

“Revaluation Date” means each of the following: (a) the Business Day any Advance is extended; (b) each date a Letter of Credit is issued, renewed or amended pursuant to Section 2.03; (c) the date of any reduction of any of the Letter of Credit Facility or the Unused Revolving Commitments pursuant to the terms of Section 2.05; and (d) such additional dates as the Administrative Agent or the Required Lenders shall deem necessary.

“Revolving Credit Advance” has the meaning specified in Section 2.01(a).

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Advances of the same Type made by the Revolving Credit Lenders.

“Revolving Credit Commitment” means, with respect to any Revolving Credit Lender at any time, the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “Revolving Credit Commitment” or, if such Lender has entered into one or more Assignment and Acceptances, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(d) as such Lender’s “Revolving Credit Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Lender” means any Lender that has a Revolving Credit Commitment.

“Revolving Credit Note” means a promissory note of the Borrower payable to the order of any Revolving Credit Lender, in substantially the form of Exhibit A-1 hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Revolving Credit Advances, Letter of Credit Advances and Swing Line Advances made by such Lender, as amended, endorsed or replaced.

“Revolving Foreign Currency” means (a) Euros and (b) British Pounds Sterling.

“Scheduled Funded Debt Payments” means, for any period, the sum of all scheduled payments of principal on Debt made in cash for such period of the Borrower and its Subsidiaries on a Consolidated basis (including the principal component of payments due on Capitalized Leases during the applicable period ending on the date of determination).

“Secured Hedge Agreement” means any Hedge Agreement required or permitted under Article V that is entered into by and between any Loan Party and any Hedge Bank and that is secured by the Collateral Documents.

“Secured Obligations” has the meaning specified in Section 2 of the Security Agreement.

“Secured Parties” means the Agents, the Lender Parties and the Hedge Banks.

“Security Agreement” has the meaning specified in Section 3.01(a)(iii).

“Sellers” means, collectively, Roxboro Overseas Limited, a private limited company organized under the laws of England and Wales, Roxboro Holdings, Inc., a Delaware corporation, Weston Group Limited, a private limited company organized under the laws of England and Wales, and The Roxboro Group plc, a private limited company organized under the laws of England and Wales.

“Senior Leverage Ratio” means, at any date of determination, the ratio of (a) (i) Consolidated total Debt for Borrowed Money (excluding Subordinated Debt) at such date plus (ii) the face amount of all outstanding Letters of Credit (other than (1) trade Letters of Credit, (2) performance based Letters of Credit and (3) Letters of Credit which are fully cash collateralized) at such date less (A) if Advances under the Revolving Credit Facility in an aggregate principal Dollar Amount of $10,000,000 or less are outstanding, cash and Cash Equivalents on hand or (B) if Advances under the Revolving Credit Facility in an aggregate principal Dollar Amount greater than $10,000,000 are outstanding, cash and Cash Equivalents on hand in an amount not to exceed $5,000,000, in each case of the Borrower and its Subsidiaries to (b) Pro Forma EBITDA for the most recently completed Measurement Period.

“Senior Subordinated Indenture” means the Indenture dated as of June 11, 2003, among Xxxxxxxxx Technologies Corporation, as issuer, the subsidiary guarantors party thereto, and The Bank of New York, as trustee, pursuant to which the Senior Subordinated Notes shall have been issued, as amended or otherwise modified to the extent permitted under Section 5.02(j).

“Senior Subordinated Notes” means the senior subordinated notes of the Borrower in an aggregate principal amount of $175,000,000 to be issued pursuant to the Senior Subordinated Indenture.

“Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any Loan Party or any ERISA Affiliate and no

Person other than the Loan Parties and the ERISA Affiliates or (b) was so maintained and in respect of which any Loan Party or any ERISA Affiliate could reasonably be expected to have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“Solvent” and “Solvency” mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Spot Rate” means, with respect to any Foreign Currency, the rate quoted by Wachovia as the spot rate for the purchase by Wachovia of such Foreign Currency with U.S. dollars through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made.

“Sterling Term Loan Advance” has the meaning specified in Section 2.01(d).

“Sterling Term Loan Commitment” means, with respect to any Sterling Term Loan Lender at any time, the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “Sterling Term Loan Commitment”.

“Sterling Term Loan Lender” means any Lender that holds a Sterling Term Loan Commitment or a portion of the outstanding Sterling Term Loan Advance.

“Sterling Term Note” means a promissory note of the Borrower payable to the order of any Sterling Term Loan Lender, in substantially the form of Exhibit A-3 hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Sterling Term Loan Advance of such Sterling Term Loan Lender, as amended, endorsed or replaced.

“Subordinated Debt” means any Debt of the Borrower or any of its Subsidiaries which by its terms is subordinated in right of payment to the prior payment of the Obligations of the Borrower under or in respect of the Loan Documents and contains subordination and other terms reasonably acceptable to the Administrative Agent, and shall include, without limitation, the Senior Subordinated Notes.

“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors 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), (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“Subsidiary Guarantors” mean the Subsidiaries of the Borrower listed on Schedule III hereto and each other Subsidiary of the Borrower that shall be required to execute and deliver a guaranty pursuant to Section 5.01(j) or (k).

“Subsidiary Guaranty” has the meaning specified in Section 3.01(a)(iv), together with each other guaranty and guaranty supplement delivered pursuant to Section 5.01(j) or (k), in each case as amended.

“Surviving Debt” means Debt of each Loan Party and its Subsidiaries outstanding immediately after giving effect to the occurrence of the Amendment No. 5 Effective Date (giving pro forma effect to the CMC Acquisition as of such date) and described in Schedule 4.01(t) attached hereto, and shall include the 2007 Senior Notes.

“Swing Line Advance” means an advance made by (a) the Swing Line Bank pursuant to Section 2.01(b) or (b) any Revolving Credit Lender pursuant to Section 2.02(b).

“Swing Line Bank” means the Swing Line Bank referred to in the Preliminary Statements to this Agreement and any Eligible Assignees to which the Swing Line Commitment hereunder has been assigned pursuant to Section 8.07 so long as such Eligible Assignee expressly agrees to perform in accordance with their terms all obligations that by the terms of this Agreement are required to be performed by it as a Swing Line Bank and notifies the Administrative Agent of its Applicable Lending Office and the amount of its Swing Line Commitment (which information shall be recorded by the Administrative Agent in the Register), for so long as such Swing Line Bank or Eligible Assignee, as the case may be, shall have a Swing Line Commitment.

“Swing Line Borrowing” means a borrowing consisting of a Swing Line Advance made by the Swing Line Bank pursuant to Section 2.01(b) or the Revolving Credit Lenders pursuant to Section 2.02(b).

“Swing Line Commitment” means, with respect to the Swing Line Bank at any time, the amount set forth opposite the Swing Line Bank’s name on Schedule I hereto under the caption “Swing Line Commitment” or, if the Swing Line Bank has entered into an Assignment and Acceptances, set forth for the Swing Line Bank in the Register maintained by the Administrative Agent pursuant to Section 8.07(d) as the Swing Line Bank’s “Swing Line Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“Swing Line Facility” has the meaning specified in Section 2.01(b).

“Swing Line Note” means a promissory note of the Borrower payable to the order of the Swing Line Bank and any other Lender that has made Swing Line Advances, in substantially the form of Exhibit A-2 hereto, evidencing the indebtedness of the Borrower to such Lender resulting from Swing Line Advances made by such Lender, as amended, endorsed or replaced.

“Taxes” has the meaning specified in Section 2.12(a).

“Tax Returns” means all returns, reports, statements, declarations and schedules required to be filed with a governmental or taxing authority with respect to any taxes.

“Termination Date” means the earliest of (a) the date of termination in whole of the Revolving Credit Commitments, the Letter of Credit Commitment and the Swing Line

Commitment and the acceleration of the Advances pursuant to Section 6.01, (b) the date of termination in whole of the Revolving Credit Commitments, the Letter of Credit Commitment and the Swing Line Commitment and the prepayment of the Advances pursuant to Sections 2.05 and 2.06 and (c) (i) with respect to the Sterling Term Loan Advance, November 14, 2010 and (ii) with respect to all other Advances, the fifth anniversary of the Amendment No. 5 Effective Date.

“Treasurer” means the officer of certain of the Loan Parties holding such title, such holder as of the date hereof being Xx. Xxxxxx X. Xxxxxx.

“Treasury Regulations” means Treasury regulations promulgated under the Internal Revenue Code.

“Treaty on European Union” means the Treaty of Rome of March 25, 1957, as amended by the Single Xxxxxxxx Xxx 0000 and the Maastricht Treaty (which was signed at Maastricht on February 1, 1992 and came into force on November 1, 1993), as amended from time to time.

“2007 Indenture” means the note purchase agreement among the Borrower, certain of its Subsidiaries and the Trustee party thereto dated as of March 1, 2007, pursuant to which the 2007 Senior Notes were issued, as amended or otherwise modified to the extent permitted under Section 5.02(j).

“2007 Senior Notes” means the senior notes of the Borrower in an aggregate principal amount of $175,000,000, issued pursuant to the 2007 Indenture.

“Type” refers to the distinction between Advances bearing interest at the Base Rate, Advances bearing interest at the Eurodollar Rate and Advances bearing Interest at the LIBOR Market Index Rate.

“U.K. Security Documents” means each of the charge over shares between Advanced Input Devices, Inc. and the Collateral Agent and the charge over shares between Kirkhill-TA Co. and the Collateral Agent each dated on or about the date hereof.

“Unused Revolving Credit Commitment” means, with respect to any Revolving Credit Lender at any time, an amount equal to (a) such Lender’s Revolving Credit Commitment at such time minus (b) the sum of (i) the aggregate principal Dollar Amount of all Revolving Credit Advances, Swing Line Advances and Letter of Credit Advances made by such Lender (in its capacity as a Lender) and outstanding at such time plus (ii) if any Revolving Credit Advance is denominated in a Foreign Currency, an amount equal to 5% of the Dollar Amount of such Revolving Credit Advance plus (iii) such Lender’s Pro Rata Share of (A) the aggregate Reserved Available Amount of all Letters of Credit outstanding at such time, (B) the aggregate principal amount of all Letter of Credit Advances made by the Issuing Bank pursuant to Section 2.03(c) and outstanding at such time and (C) the aggregate principal amount of all Swing Line Advances made by the Swing Line Bank pursuant to Section 2.01(b) and outstanding at such time.

“US Term Loan Advance” has the meaning specified in Section 2.01(e).

“US Term Loan Commitment” means, with respect to any US Term Loan Lender at any time, the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “US Term Loan Commitment”.

“US Term Loan Lender” means any Lender that holds a US Term Loan Commitment or a portion of the outstanding US Term Loan Advance.

“US Term Note” means a promissory note of the Borrower payable to the order of any US Term Loan Lender, in substantially the form of Exhibit A-4 hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the US Term Loan Advance of such US Term Loan Lender, as amended, endorsed or replaced.

“Voting Interests” means shares of capital stock issued by a corporation, or equivalent Equity Interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

“Wachovia” has the meaning specified in the Preliminary Statements to this Agreement.

“Withdrawal Liability” has the meaning specified in Part 1 of Subtitle E of Title IV of ERISA.

SECTION 1.02. Computation of Time Periods; Other Definitional Provisions. In this Agreement and the other Loan Documents in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”. References in the Loan Documents to any agreement or contract “as amended” means and be a reference to such agreement or contract as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms. References in the Loan Documents to the term “date hereof” means June 11, 2003 unless otherwise specified.

SECTION 1.03. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those in effect in the United States as of the Amendment No. 3 Effective Date (“GAAP”).

SECTION 1.04. Currency Equivalents Generally. Any amount specified in this Agreement (other than in Articles II, VII and IX) or any of the other Loan Documents to be in U.S. dollars shall also include the equivalent of such amount in any currency other than U.S. dollars, such equivalent amount to be determined at the rate of exchange quoted by Wachovia in New York, New York at the close of business on the Business Day immediately preceding any date of determination thereof, to prime banks in New York, New York for the spot purchase in the New York foreign exchange market of such amount in U.S. dollars with such other currency.

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

AND THE LETTERS OF CREDIT

SECTION 2.01. The Advances and the Letters of Credit. (a) The Revolving Credit Advances. Each Revolving Credit Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances (each, a “Revolving Credit Advance”) in U.S. dollars and in Revolving Foreign Currencies to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in respect of the Revolving Credit Facility in a Dollar Amount for each such Advance not to exceed such Lender’s Unused Revolving Credit Commitment at such time; provided, that the aggregate Dollar Amount of all Revolving Credit Advances denominated in a Foreign Currency shall not exceed $25,000,000. Each Revolving Credit Borrowing shall be in an aggregate Dollar Amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (other than a Borrowing the proceeds of which shall be used solely to repay or prepay in full outstanding Swing Line Advances or outstanding Letter of Credit Advances) and shall consist of Revolving Credit Advances made simultaneously by the Revolving Credit Lenders ratably according to their Revolving Credit Commitments. Within the limits of each Revolving Credit Lender’s Unused Revolving Credit Commitment in effect from time to time, the Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(a).

(b) The Swing Line Advances. The Swing Line Bank agrees, on the terms and conditions hereinafter set forth, to make Swing Line Advances in U.S. dollars to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in respect of the Revolving Credit Facility (i) in an aggregate amount not to exceed at any time outstanding the Swing Line Commitment (the “Swing Line Facility”) and (ii) in an amount for each such Swing Line Borrowing not to exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $100,000 or an integral multiple of $25,000 in excess thereof and shall be made as a Base Rate Advance. Within the limits of the Swing Line Facility and within the limits referred to in clause (ii) above, the Borrower may borrow under this Section 2.01(b), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(b).

(c) The Letters of Credit. The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue (or cause any of its Affiliates that constitute a commercial bank to issue on its behalf) letters of credit in U.S. dollars and in Letter of Credit Foreign Currencies for the account of the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in respect of the Revolving Credit Facility (provided that any Letter of Credit maturing later than five Business days prior to the Termination Date in respect of the Revolving Credit Facility shall be cash-collateralized in the applicable currency in an amount equal to 110% of the face amount of such Letter of Credit no later than five Business Days prior to the Termination Date in respect of the Revolving Credit Facility) in an aggregate Reserved Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) the Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than 30 days before the Termination Date in respect of the Revolving Credit Facility, but may by its terms be renewable annually upon written notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed

renewal of such Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Letter of Credit (a “Notice of Termination”); provided that the terms of each Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Letter of Credit to give the beneficiary named in such Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Letter of Credit prior to the date such Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, such Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c). The defined term “Letters of Credit”, as used in this Agreement, shall include each letter of credit issued pursuant to this Section 2.01(c) and each of the Existing Letters of Credit.

Notwithstanding anything to the contrary set forth in this Agreement, a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided that, notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit and such statement shall not affect the Borrower’s obligations hereunder with respect to such Letter of Credit.

(d) The Sterling Term Loan Advance. Each Sterling Term Loan Lender severally agrees, on the terms and conditions hereinafter set forth, to make an advance (the “Sterling Term Loan Advance”) to the Borrower on the Amendment No. 4 Effective Date in an amount denominated in British Pounds Sterling equal to such Lender’s Sterling Term Loan Commitment.

(e) The US Term Loan Advance. Each US Term Loan Lender severally agrees, on the terms and conditions hereinafter set forth, to make an advance (the “US Term Loan Advance”) to the Borrower on the Amendment No. 5 Effective Date in an amount denominated in U.S. dollars equal to such Lender’s US Term Loan Commitment.

SECTION 2.02. Making the Advances. (a) Except as otherwise provided in Section 2.02(b), 2.02(h), 2.02(i) or 2.03, each Borrowing (other than the Sterling Term Loan Advance and the US Term Loan Advance) shall be made on notice, given not later than 2:00 P.M. (New York City time) on the (i) third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances denominated in U.S. dollars, (ii) fourth Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances denominated in Foreign Currencies or (iii) the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances denominated in U.S. dollars, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iv) aggregate amount of such Borrowing, (iv) the applicable currency of such Borrowing and (vi) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, before 2:00 X.X.

(Xxx Xxxx Xxxx time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds and in the applicable currency, such Lender’s ratable portion of such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account; provided, however, that, in the case of any Revolving Credit Borrowing denominated in U.S. dollars, the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bank, as the case may be, and by any other Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as the case may be, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances.

(b) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier, specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). The Swing Line Bank will make the amount of the requested Swing Line Advances available to the Administrative Agent at the Administrative Agent’s Account, in same day funds. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account. Upon written demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent, or in any event automatically upon the maturity of each Swing Line Advance, each other Revolving Credit Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such other Revolving Credit Lender, such other Lender’s Pro Rata Share of such outstanding Swing Line Advance as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Swing Line Bank, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Lender. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by the Swing Line Bank, or in any event automatically upon the maturity of each Swing Line Advance, provided that notice of such demand is given not later than 2:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Swing Line Bank to any other Revolving Credit Lender of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other Lender that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility or recourse with respect to such Swing Line Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount on such Business Day.

(c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for the initial Borrowing hereunder or for any Borrowing if the aggregate Dollar Amount of such Borrowing is less than $5,000,000 or if the obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09 or 2.10, (ii) the Revolving Credit Advances may not be outstanding as part of more than 5 separate Borrowings, (iii) the Borrower may not request that any Advances be made as LIBOR Market Index Rate Advances and (iv) all Revolving Credit Advances denominated in a Foreign Currency shall be made as Eurodollar Rate Advances.

(d) Each Notice of Borrowing and each Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Appropriate Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

(e) Unless the Administrative Agent shall have received written notice from an Appropriate Lender prior to the date of any Borrowing under a Facility under which such Lender has a Commitment that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance as part of such Borrowing for all purposes.

(f) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

(g) The Administrative Agent may conclusively rely on the purported genuineness of all telephonic notices, without any responsibility or liability, except for its own gross negligence or willful misconduct.

(h) The Sterling Term Loan Advance shall be made on the Amendment No. 4 Effective Date as a Eurodollar Rate Advance. Each Appropriate Lender shall, before 2:00 P.M. (New York City time) on the Amendment No. 4 Effective Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account (or such

other account as directed by the Administrative Agent), in same day funds and in British Pounds Sterling, such Lender’s ratable portion of the Sterling Term Loan Advance in accordance with the respective Sterling Term Loan Commitments. After the Administrative Agent’s receipt of such funds, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account.

(i) The US Term Loan Advance shall be made on the Amendment No. 5 Effective Date as a Eurodollar Rate Advance. Each Appropriate Lender shall, before 2:00 P.M. (New York City time) on the Amendment No. 5 Effective Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account (or such other account as directed by the Administrative Agent), in same day funds and in U.S. dollars, such Lender’s ratable portion of the US Term Loan Advance in accordance with the respective US Term Loan Commitments. After the Administrative Agent’s receipt of such funds, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account.

SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of Credit. (a) Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to the Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telecopier or electronic communication. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, or telecopier or electronic communication, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit (which amount shall not be less than $50,000 or shall be otherwise acceptable to the Issuing Bank), (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit, (v) currency and face amount of such Letter of Credit and (vi) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as the Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (together with such application and agreements with respect to the Existing Letters of Credit, each a “Letter of Credit Agreement”). If (A) the requested form of such Letter of Credit is acceptable to the Issuing Bank in its sole discretion and (B) it has not received notice of objection to such issuance from the Required Lenders, the Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 8.02 or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.

(b) Letter of Credit Reports. The Issuing Bank shall furnish (i) to the Administrative Agent on the first Business Day of each week a written report summarizing issuance and expiration dates of Letters of Credit issued during the previous week and drawings during such week under all Letters of Credit, (ii) to each Revolving Credit Lender on the first Business Day of each month a written report summarizing issuance and expiration dates of Letters of Credit issued during the preceding month and drawings during such month under all Letters of Credit and (iii) to the Administrative Agent and each Revolving Credit Lender on the first Business Day of each calendar quarter a written report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit.

(c) Participations in Letters of Credit. The Issuing Bank shall be deemed, without further action by any party hereto, (i) with respect to Letters of Credit issued pursuant to Section 2.01(c) hereof, upon the issuance of a Letter of Credit by the Issuing Bank and (ii) with respect to the Existing Letters of Credit, on the Amendment No. 5 Effective Date, to have sold to each Revolving Credit Lender,

and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each Letter of Credit Advance made by the Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(c) (or which has been so reimbursed but must be returned or restored by the Issuing Bank because of the occurrence of an event specified in Section 6.01(f) or otherwise) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds and in U.S. dollars, an amount equal to such Lender’s Pro Rata Share of such Letter of Credit Advance. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such Letter of Credit Advance is due pursuant to Section 2.04(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

(d) Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance denominated in U.S. dollars, in the Dollar Amount of such draft.

(e) Failure to Make Letter of Credit Advances. The failure of any Lender to make the Letter of Credit Advance to be made by it on the date specified in Section 2.03(c) shall not relieve any other Lender of its obligation hereunder to make its Letter of Credit Advance on such date, but no Lender shall be responsible for the failure of any other Lender to make the Letter of Credit Advance to be made by such other Lender on such date.

(f) Applicability of ISP98. Unless otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Letter of Credit.

(g) Existing Letters of Credit. The Borrower’s reimbursement obligations in respect of each Existing Letter of Credit, and each Revolving Credit Lender’s participation obligations in connection therewith, shall be governed by the terms of this Agreement.

SECTION 2.04. Repayment of Advances. (a) Revolving Credit Advances. The Borrower shall repay to the Administrative Agent for the ratable account of the Revolving Credit Lenders on the Termination Date in respect of the Revolving Credit Facility the aggregate principal amount of the Revolving Credit Advances then outstanding.

(b) Swing Line Advances. The Borrower shall repay to the Administrative Agent for the account of the Swing Line Bank and each other Revolving Credit Lender that has made a Swing Line Advance the outstanding principal amount of each Swing Line Advance made by each of them on the earlier of the maturity date specified in the applicable Notice of Swing Line Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing) and the Termination Date in respect of the Revolving Credit Facility.

(c) Letter of Credit Advances. (i) The Borrower shall repay to the Administrative Agent in U.S. dollars for the account of the Issuing Bank and each other Revolving Credit Lender that has made a Letter of Credit Advance on the earlier of demand and the Termination Date in respect of the Revolving Credit Facility the outstanding principal amount of each Letter of Credit Advance made by each of them.

(ii) The Obligations of the Borrower and the Revolving Credit Lenders under this Agreement, any Letter of Credit Agreement and any other agreement or instrument relating to any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, such Letter of Credit Agreement and such other agreement or instrument under all circumstances, including, without limitation, the following circumstances:

(A) any lack of validity or enforceability of any Loan Document, any Letter of Credit Agreement, any Letter of Credit or any other agreement or instrument relating thereto (all of the foregoing being, collectively, the “L/C Related Documents”);

(B) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the Borrower in respect of any L/C Related Document or any other amendment or waiver of or any consent to departure from all or any of the L/C Related Documents;

(C) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), the Issuing Bank or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction;

(D) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(E) payment by the Issuing Bank under a Letter of Credit against presentation of a draft, certificate or other document that does not strictly comply with the terms of such Letter of Credit;

(F) any exchange, release or non-perfection of any Collateral or other collateral, or any release or amendment or waiver of or consent to departure from the Subsidiary Guaranties or any other guarantee, for all or any of the Obligations of the Borrower in respect of the L/C Related Documents;

(G) any fluctuation in currency exchange rates; or

(H) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or a guarantor.

(d) Sterling Term Loan Advance. The principal amount of the Sterling Term Loan Advance shall be repaid to the Sterling Term Loan Lenders in sixteen (16) consecutive quarterly installments denominated in British Pounds Sterling (as reduced pursuant to Section 2.06(a) or 2.06(b)) based on the following percentages of the initial amount (expressed in British Pounds Sterling) of the Sterling Term Loan Advance:


Principal Amortization Payment Date		Principal Amortization Payment
March 31, 2007		1.25%

June 30, 2007		1.25%

September 30, 2007		1.25%

December 31, 2007		1.25%

March 31, 2008		2.50%

June 30, 2008		2.50%

September 30, 2008		2.50%

December 31, 2008		2.50%

March 31, 2009		5.00%

June 30, 2009		5.00%

September 30, 2009		5.00%

December 31, 2009		5.00%

March 31, 2010		16.25%

June 30, 2010		16.25%

September 30, 2010		16.25%

Termination Date in respect of the Sterling Term Loan Advance		16.25% or the remaining amount of the Sterling Term Loan Advance

(e) US Term Loan Advance. The principal amount of the US Term Loan Advance shall be repaid to the US Term Loan Lenders in sixteen (16) consecutive quarterly installments denominated in U.S. dollars on the following dates and based on the following percentages of the initial amount (expressed in U.S. dollars) of the US Term Loan Advance (as reduced pursuant to Section 2.06(a) or 2.06(b)):


Principal Amortization Payment Date		Principal Amortization Payment
June 30, 2008		1.25%

September 30, 2008		1.25%

December 31, 2008		1.25%

March 31, 2009		1.25%

June 30, 2009		2.50%

September 30, 2009		2.50%

December 31, 2009		2.50%

March 31, 2010		2.50%

June 30, 2010		2.50%

September 30, 2010		2.50%

December 31, 2010		2.50%

March 31, 2011		2.50%

June 30, 2011		5.00%

September 30, 2011		5.00%

December 31, 2011		5.00%

Termination Date in respect of the US Term Loan Advance		60.00% or the remaining amount of the US Term Loan Advance

SECTION 2.05. Termination or Reduction of the Commitments. (a) Optional. The Borrower may, upon at least five Business Days’ written notice to the Administrative Agent, terminate in whole or reduce in part the unused portions of the Swing Line Facility and the Letter of Credit Facility and the Unused Revolving Credit Commitments; provided, however, that each partial reduction of a Facility (i) shall be in an aggregate Dollar Amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (ii) shall be made ratably among the Appropriate Lenders in accordance with their Commitments with respect to such Facility.

(b) Mandatory. (i) The Letter of Credit Facility shall be permanently reduced from time to time on the date of each reduction in the Revolving Credit Facility by the amount, if any, by which the amount of the Letter of Credit Facility exceeds the Revolving Credit Facility after giving effect to such reduction of the Revolving Credit Facility.

(ii) The Swing Line Facility shall be permanently reduced from time to time on the date of each reduction in the Revolving Credit Facility by the amount, if any, by which the amount of the Swing Line Facility exceeds the Revolving Credit Facility after giving effect to such reduction of the Revolving Credit Facility.

SECTION 2.06. Prepayments. (a) Optional. The Borrower may, upon at least (i) one Business Day’s notice (which may be telephonic, with prompt written notice to confirm such notice and with no liability on the part of the Administrative Agent for acting on such notice) in the case of Base Rate Advances and LIBOR Market Index Rate Advances denominated in U.S. dollars, (ii) three Business Days’ notice in the case of Eurodollar Rate Advances denominated in U.S. dollars and (iii) four Business Days’ notice in the case of Advances denominated in Foreign Currencies, in each case to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding aggregate principal amount of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the aggregate principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal Dollar Amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or, if less, the aggregate amount of Revolving Credit Borrowings then outstanding) and (ii) if any prepayment of a Eurodollar Rate Advance is made on a date other than the last day of an Interest Period for such Advance, the Borrower shall also pay any amounts owing pursuant to Section 8.04(c). To the extent the Borrower elects to prepay the Sterling Term Loan Advance or the US Term Loan Advance, amounts prepaid under this Section 2.06(a) shall be applied ratably to the remaining principal installments thereof.

(b) Mandatory. (i) The Borrower shall, on each applicable Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances and deposit an amount in the Deposit Account in an amount equal to the amount by which (A) the sum of the aggregate principal Dollar Amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding plus the aggregate Reserved Available Amount of all Letters of Credit then outstanding exceeds (B) the Revolving Credit Facility on such Business Day.

(ii) The Borrower shall, on each applicable Business Day, pay to the Administrative Agent for deposit in the Deposit Account an amount sufficient to cause the aggregate amount on deposit in the Deposit Account to equal the amount by which the aggregate Reserved Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day.

(iii) Promptly upon receipt by any Loan Party or any Subsidiary of proceeds from any Debt Issuance, the Borrower shall prepay the Advances and cash collateralize the Letters of Credit in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Debt Issuance (such prepayment to be applied as set forth in clause (viii) below); provided, however, that the Borrower shall not be required to prepay the Advances or cash collateralize the Letters of Credit with the Net Cash Proceeds of any Debt Issuance (A) to the extent such proceeds are used within twelve (12) months of such Debt Issuance to consummate an acquisition permitted pursuant to Section 5.02(f)(viii) or (ix) hereof so long as, immediately after giving effect to such Debt Issuance and such acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 5.04, such compliance to be determined on the basis of the financial information most recently delivered to the

Administrative Agent pursuant to Section 5.03 as though such Debt Issuance and such acquisition had been consummated as of the first day of the fiscal period covered thereby or (B) if, after giving effect thereto on a pro forma basis, the Senior Leverage Ratio (as determined by the Administrative Agent) of the Borrower and its Subsidiaries is less than 3.5:1.0.

(iv) Promptly upon receipt by any Loan Party or any Subsidiary of proceeds from any Equity Issuance, the Borrower shall prepay the Advances and cash collateralize the Letters of Credit in an amount equal to fifty percent (50%) of the Net Cash Proceeds of such Equity Issuance (such prepayment to be applied as set forth in clause (viii) below); provided, however, that the Borrower shall not be required to prepay the Advances or cash collateralize the Letters of Credit with the Net Cash Proceeds of any Equity Issuance if, after giving effect, on a pro forma basis, to the Equity Issuance as well as any permitted acquisition to be financed in whole or in part by the Equity Issuance, the Senior Leverage Ratio (as determined by the Administrative Agent) of the Borrower and its Subsidiaries is less than 3.5:1.0.

(v) Promptly following any Asset Disposition or related series of Asset Dispositions for which the Net Cash Proceeds exceeds $20,000,000, the Borrower shall prepay the Advances and cash collateralize the Letters of Credit in an amount equal to one hundred percent (100%) of the Net Cash Proceeds derived from such Asset Disposition (or related series of Asset Dispositions) (such prepayment to be applied as set forth in clause (viii) below); provided, however, that so long as no Default or Event of Default has occurred and is continuing at the time of such Asset Disposition, such Net Cash Proceeds shall not be required to be so applied to the extent the Borrower delivers to the Administrative Agent promptly following such Asset Disposition a certificate stating that it intends to use such Net Cash Proceeds to acquire like assets used in the primary business of the Borrower and its Subsidiaries within 365 days of the receipt of such Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested within such 365 day period shall be applied to prepay the Advances and cash collateralize the Letters of Credit immediately thereafter (such prepayment to be applied as set forth in clause (viii) below).

(vi) Promptly upon receipt by any Loan Party of proceeds from any Recovery Event in excess of $20,000,000, the Borrower shall prepay the Advances and cash collateralize the Letters of Credit in an amount equal to one hundred percent (100%) of such cash proceeds; provided, however, that, so long as no Default or Event of Default has occurred and is continuing at the time of such Recovery Event, no prepayment of any such Net Cash Proceeds shall be required to the extent the Borrower delivers to the Administrative Agent promptly following such Recovery Event a certificate stating that it intends to use such Net Cash Proceeds to repair the damaged assets or acquire like assets used in the primary business of the Borrower and its Subsidiaries within 365 days of the receipt of such Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested within such 365 day period shall be applied to prepay the Advances and cash collateralize the Letters of Credit immediately thereafter (such prepayment to be applied as set forth in clause (viii) below).

(vii) Within 30 days after the receipt by the Administrative Agent of the financial statements required by Section 5.03(b) for any fiscal year of the Borrower (commencing with the fiscal year ending October 26, 2007), if the Leverage Ratio of the Borrower and its Subsidiaries exceeds 3.0:1.0 as of the end of such fiscal year, the Borrower shall prepay the Advances and cash collateralize the Letters of Credit in an amount equal to (A) fifty percent (50%) of the Excess Cash Flow for such fiscal year minus (B) optional prepayments of the Sterling Term Loan Advance or the US Term Loan Advance during such period (such prepayments to be applied as set forth in clause (viii) below).

(viii) (A) Prepayments of the Revolving Credit Facility made pursuant to clause (i) shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such

Advances are paid in full, and third applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and fourth deposited in the Deposit Account to cash collateralize 100% of the Reserved Available Amount of the Letters of Credit then outstanding. Upon the drawing of any Letter of Credit for which funds are on deposit in the Deposit Account, such funds shall be applied to reimburse the Issuing Bank or Revolving Credit Lenders, as applicable.

(B) Prepayments made pursuant to clauses (ii)-(vii) above shall be first applied to the US Term Loan Advance (pro rata to the remaining scheduled principal payments), second applied to the Sterling Term Loan Advance (pro rata to the remaining scheduled principal payments), third applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, fourth applied to prepay Swing Line Advances then outstanding until such Advances are paid in full (without a corresponding reduction of the Swing Line Commitment), fifth applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full (without a corresponding reduction of the aggregate Revolving Credit Commitments) and sixth deposited in the Deposit Account to cash collateralize 100% of the Reserved Available Amount of the Letters of Credit then outstanding (without a corresponding reduction of the Letter of Credit Commitment).

(ix) All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 8.04(c). If any payment of Eurodollar Rate Advances otherwise required to be made under this Section 2.06(b) would be made on a day other than the last day of the applicable Interest Period therefor, the Borrower may direct the Administrative Agent to (and if so directed, the Administrative Agent shall) deposit such payment in the Deposit Account until the last day of the applicable Interest Period at which time the Administrative Agent shall apply the amount of such payment to the prepayment of such Advances; provided, however, that such Advances shall continue to bear interest as set forth in Section 2.07 until the last day of the applicable Interest Period therefor.

SECTION 2.07. Interest. (a) Scheduled Interest. The Borrower shall pay interest on the unpaid principal amount of each Advance owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

(i) Base Rate Advances. During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (A) the Base Rate in effect from time to time plus (B) the Applicable Margin in effect from time to time, payable in arrears quarterly on the last day of each February, May, August and November during such periods and on the date such Base Rate Advance shall be Converted or paid in full.

(ii) Eurodollar Rate Advances. During such periods as such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (A) the Eurodollar Rate for such Interest Period for such Advance plus (B) the Applicable Margin in effect on the first day of such Interest Period, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurodollar Rate Advance shall be Converted or paid in full.

(iii) LIBOR Market Index Rate Advances. During such period as such Advance is a LIBOR Market Index Rate Advance, a rate per annum equal at all times to the sum of (A) the LIBOR Market Index Rate in effect from time to time plus (B) the Applicable Margin in effect from time to time, payable in arrears quarterly on the last day of each February, May, August and November during such periods and on the date such LIBOR Market Index Rate Advance shall be Converted or paid in full.

(b) Default Interest. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the request of the Required Lenders shall, require that the Borrower pay interest (“Default Interest”) on (i) the unpaid principal amount of each Advance owing to each Lender Party, payable in arrears on the dates referred to in clause (i), (ii) or (iii) of Section 2.07(a), as applicable, and on demand, at a rate per annum equal at all times to 2% per annum above the highest rate per annum pursuant to the definition of “Applicable Margin”, and (ii) to the fullest extent permitted by applicable law, the amount of any interest, fee or other amount payable under this Agreement or any other Loan Document to any Agent or any Lender Party that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid, in the case of interest, on the Type of Advance on which such interest has accrued pursuant to clause (i), (ii) or (iii) of Section 2.07(a), as applicable, and, in all other cases, on Base Rate Advances pursuant to clause (i) of Section 2.07(a); provided, however, that following the acceleration of the Advances, or the giving of notice by the Administrative Agent to accelerate the Advances, pursuant to Section 6.01, Default Interest shall accrue and be payable hereunder whether or not previously required by the Administrative Agent.

(c) Notice of Interest Period and Interest Rate. Promptly after receipt of a Notice of Borrowing pursuant to Section 2.02(a), a Notice of Conversion pursuant to Section 2.09 or a notice of selection of an Interest Period pursuant to the terms of the definition of “Interest Period”, the Administrative Agent shall give notice to the Borrower and each Appropriate Lender of the applicable Interest Period and the applicable interest rate determined by the Administrative Agent for purposes of clause (a)(i), (a)(ii) or (a)(iii) above.

SECTION 2.08. Fees. (a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of the Lenders a commitment fee, from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date in respect of the Revolving Credit Facility, payable in arrears quarterly on the last day of each February, May, August and November, commencing August 30, 2003, and on the Termination Date in respect of the applicable Facility, at the Applicable Commitment Fee Percentage of the average daily Unused Revolving Credit Commitment of such Lender.

(b) Letter of Credit Fees, Etc. (i) The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender a commission, payable in arrears quarterly on the last day of each February, May, August and November, commencing August 30, 2003, and on the Termination Date in respect of the Letter of Credit Facility, on such Lender’s Pro Rata Share of the average daily aggregate Available Amount during such quarter of all Letters of Credit of the Applicable Margin for Eurodollar Rate Advances under the Revolving Credit Facility. Upon the occurrence and during the continuance of an Event of Default, the amount of commission payable by the Borrower under this clause (b)(i) shall be increased by 2% per annum (without duplication of amounts payable under Section 2.07(b)).

(ii) The Borrower shall pay to the Issuing Bank, for its own account, such commissions, issuance fees, fronting fees, transfer fees and other fees and charges in connection with the issuance or administration of each Letter of Credit as the Borrower and the Issuing Bank shall agree, with the initial fronting fee equal to 0.125% per annum on the Available Amount of all Letters of Credit issued by the Issuing Bank payable quarterly in arrears on the last day of each February, May, August and November, commencing August 30, 2003.

(c) Agents’ Fees. The Borrower shall pay to each Agent for its own account such fees as may from time to time be agreed between the Borrower and such Agent, including the fees set forth in the Fee Letter.

SECTION 2.09. Conversion of Advances. (a) Optional. The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion in the case of a Conversion of Advances denominated in U.S. dollars subject to the provisions of Sections 2.07 and 2.10, Convert all or any portion of the Advances of one Type comprising the same Borrowing into Advances of another Type; provided, however, that (A) any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurodollar Rate Advances, (B) any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(c), (C) no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(c), (D) each Conversion of Advances comprising part of the same Borrowing under any Facility shall be made ratably among the Appropriate Lenders in accordance with their Commitments under such Facility, (E) the Borrower shall not have the option to Convert any Advances into LIBOR Market Index Rate Advances and (F) no Advance denominated in a Foreign Currency may be Converted into Base Rate Advances. Each such notice of Conversion (a “Notice of Conversion”) shall be substantially in the form of Exhibit H hereto and shall, within the restrictions specified above, specify (1) the date of such Conversion, (2) the Advances to be Converted and (3) if such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for such Advances. Each Notice of Conversion shall be irrevocable and binding on the Borrower.

(b) Mandatory. (i) On the date on which the aggregate unpaid principal Dollar Amount of Eurodollar Rate Advances comprising any Borrowing (other than the Sterling Term Loan Advance or the US Term Loan Advance) shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically, on the last day of the then existing Interest Period therefor, (A) in the case of all Advances other than Advances denominated in Foreign Currencies, Convert into Base Rate Advances and (B) in the case of Advances denominated in Foreign Currencies (or any portion thereof), be repaid and reborrowed (at the option of the Borrower) as Base Rate Advances denominated in U.S. dollars.

(ii) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Appropriate Lenders, whereupon each such Eurodollar Rate Advance shall automatically, on the last day of the then existing Interest Period therefor, (A) in the case of all Advances other than Advances denominated in Foreign Currencies, Convert into Base Rate Advances and (B) in the case of Advances denominated in Foreign Currencies (or any portion thereof), be continued as Eurodollar Rate Advances with an Interest Period of one month.

(iii) Upon the occurrence and during the continuance of any Default, (A) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (1) in the case of all Advances other than Advances denominated in Foreign Currencies, Convert into Base Rate Advances, (2) in the case of the Revolving Credit Advances denominated in Foreign Currencies (or any portion thereof), (I) at the request of the Administrative Agent (acting upon the direction of the Required Lenders), be repaid and reborrowed (at the option of the Borrower) as a Base Rate Advance denominated in U.S. dollars or (II) be continued as Eurodollar Rate Advances with an

Interest Period of one month and (3) in the case of the Sterling Term Loan Advance, be continued as Eurodollar Rate Advances with an Interest Period of one month and (B) upon written notice from the Administrative Agent (in its discretion or as required by the Required Lenders in writing) to the Borrower, the obligation of the Lenders to make Advances denominated in Foreign Currencies or to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

SECTION 2.10. Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances, Advances denominated in Foreign Currencies or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.12 shall govern exclusively) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office, in each case including any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost; provided, however, that a Lender Party claiming additional amounts under this Section 2.10(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error.

(b) If, due to either (i) the introduction or effectiveness of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Lender Party or any corporation controlling such Lender Party as a result of or based upon the existence of such Lender Party’s commitment to lend or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s commitment to lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error.

(c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least 51% of the then aggregate unpaid principal amount thereof notify the Administrative Agent in good faith that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the

last day of the then existing Interest Period therefor, (A) in the case of all Advances other than Advances denominated in Foreign Currencies, Convert into Base Rate Advances, (B) in the case of the Revolving Credit Advances denominated in Foreign Currencies (or any portion thereof), be repaid and reborrowed (at the option of the Borrower) as a Base Rate Advance denominated in U.S. dollars and (C) in the case of the Sterling Term Loan Advance, be Converted to a LIBOR Market Index Rate Advance and (ii) the obligation of the Appropriate Lenders to make Advances denominated in Foreign Currencies or make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. Upon such notification, all LIBOR Market Index Rate Advances arising as a result of such circumstances shall automatically Convert to Eurodollar Rate Advances with an Interest Period of one month unless otherwise designated by the Borrower.

(d) Notwithstanding any other provision of this Agreement, if the introduction or effectiveness of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, (A) in the case of all Advances other than Advances denominated in Foreign Currencies, Convert into Base Rate Advances, (B) in the case of the Revolving Credit Advances denominated in Foreign Currencies (or any portion thereof), be repaid and reborrowed (at the option of the Borrower) as a Base Rate Advance denominated in U.S. dollars and (C) in the case of the Sterling Term Loan Advance, be Converted to a LIBOR Market Index Rate Advance and (ii) the obligation of the Appropriate Lenders to make Advances denominated in Foreign Currencies and to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist. Upon such notification, all LIBOR Market Index Rate Advances arising as a result of such circumstances shall automatically Convert to Eurodollar Rate Advances with an Interest Period of one month unless otherwise designated by the Borrower. Before making any demand under this Section 2.10(c), each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.

SECTION 2.11. Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), not later than 2:00 P.M. (New York City time) on the day when due to the Administrative Agent at the Administrative Agent’s Account (or such other account as directed by the Administrative Agent) in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. Without limiting the terms of the preceding sentence, the principal of, and the accrued interest on, any Advances denominated in U.S. dollars shall be payable in U.S. dollars and any Advances denominated in a Foreign Currency shall be payable in the same Foreign Currency as such Advance. The Administrative Agent will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable

Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due.

(c) All computations of interest based on the Base Rate (to the extent based on Wachovia’s prime rate) or based on amounts denominated in British Pounds Sterling shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or commissions are payable. Each determination by the Administrative Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error.

(d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment or letter of credit fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at the Federal Funds Rate.

(f) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agents and the Lender Parties under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Agents and the Lender Parties in the following order of priority:

(i) first, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Agents (solely in their respective capacities as Agents) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Agents on such date;

(ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing Bank and the Swing Line Bank (solely in their respective capacities as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Bank and the Swing Line Bank on such date;

(iii) third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Sections 8.04 hereof, Section 21 of the Security Agreement and any similar section of any of the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date;

(iv) fourth, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.10 and 2.12 hereof on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date;

(v) fifth, to the payment of all of the fees that are due and payable to the Lenders under Section 2.08(a) on such date, ratably based upon the respective aggregate Commitments of the Lenders under the Facilities on such date;

(vi) sixth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in respect of the Loan Documents that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date;

(vii) seventh, to the payment of all of the accrued and unpaid interest on the Advances that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(a) and all Obligations arising under Secured Hedge Agreements on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date;

(viii) eighth, to the payment of the principal amount of all of the outstanding Advances that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal owing to the Administrative Agent and the Lender Parties on such date; and

(ix) ninth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date.

(g) If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to

each of the Lender Parties in accordance with such Lender Party’s ratable share of the sum of (a) the aggregate principal Dollar Amount of all Advances outstanding at such time and (b) the aggregate Available Amount of all Letters of Credit outstanding at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party.

SECTION 2.12. Taxes. (a) Any and all payments by any Loan Party to or for the account of any Lender Party or any Agent hereunder or under the Notes or any other Loan Document shall be made, in accordance with Section 2.11 or the applicable provisions of such other Loan Document, if any, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender Party and each Agent, taxes that are imposed on its overall net income by the United States and taxes that are imposed on its overall net income (and franchise or similar taxes imposed in lieu thereof) by the state or foreign jurisdiction under the laws of which such Lender Party or such Agent, as the case may be, is organized or any political subdivision thereof and, in the case of each Lender Party, taxes that are imposed on its overall net income (and franchise taxes imposed in lieu thereof) by the state or foreign jurisdiction of such Lender Party’s Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under the Notes being hereinafter referred to as “Taxes”). If any Loan Party shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note or any other Loan Document to any Lender Party or any Agent, (i) the sum payable by the Borrower shall be increased as may be necessary so that after such Loan Party and the Administrative Agent have made all required deductions (including deductions applicable to additional sums payable under this Section 2.12) such Lender Party or such Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make all such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

(b) In addition, a Loan Party shall pay any present or future stamp, documentary, excise, property or similar taxes, charges or levies that arise from any payment made by such Loan Party hereunder or under any Notes or any other Loan Documents or from the execution, delivery or registration of, performance under, or otherwise with respect to, this Agreement, the Notes or the other Loan Documents (hereinafter referred to as “Other Taxes”).

(c) The Loan Parties shall indemnify each Lender Party and each Agent for and hold them harmless against the full amount of Taxes and Other Taxes, and for the full amount of taxes of any kind imposed or asserted by any jurisdiction on amounts payable under this Section 2.12, imposed on or paid by such Lender Party or such Agent (as the case may be) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from the date such Lender Party or such Agent (as the case may be) makes written demand therefor.

(d) Within 30 days after the date of any payment of Taxes, the appropriate Loan Party shall furnish to the Administrative Agent, at its address referred to in Section 8.02, the original or a certified copy of a receipt evidencing such payment, to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. In the case of any payment hereunder or under the Notes or the other Loan Documents by or on behalf of a Loan Party through an account or branch outside the United States or by or on behalf of a Loan Party by a payor that is not a United States person, if such Loan Party determines that no Taxes are payable in respect thereof, such Loan Party shall furnish, or shall cause such payor to furnish, to the Administrative Agent, at such address, an opinion of counsel acceptable to the Administrative Agent stating that such payment is exempt from Taxes. For purposes of subsections (d) and (e) of this Section 2.12, the terms “United States” and “United States person” shall have the meanings specified in Section 7701 of the Internal Revenue Code.

(e) Each Lender Party organized under the laws of a jurisdiction outside the United States shall, on or prior to the date of its execution and delivery of this Agreement in the case of each Initial Lender Party and on the date of the Assignment and Acceptance pursuant to which it becomes a Lender Party in the case of each other Lender Party, and from time to time thereafter as reasonably requested in writing by the Borrower (but only so long thereafter as such Lender Party remains lawfully able to do so), provide each of the Administrative Agent and the Borrower with two original Internal Revenue Service Forms W-8BEN or W-8EC1 or (in the case of a Lender Party that has certified in writing to the Administrative Agent that it is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Internal Revenue Code, (ii) a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of the Borrower or (iii) a CFC related to the Borrower (within the meaning of Section 864(d)(4) of the Internal Revenue Code), Internal Revenue Service Form W-8BEN, as appropriate) any successor or other form prescribed by the Internal Revenue Service, certifying that such Lender Party is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement or the Notes or any other Loan Document or such other Internal Revenue Service form as may be applicable to a Lender Party which will entitle the Lender Party to an exemption from or a reduced rate of withholding tax on payments pursuant to this Agreement or the Notes or any other Loan Document. If the forms provided by a Lender Party at the time such Lender Party first becomes a party to this Agreement indicate a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Lender Party provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms; provided, however, that if, at the effective date of the Assignment and Acceptance pursuant to which a Lender Party becomes a party to this Agreement, the Lender Party assignor was entitled to payments under subsection (a) of this Section 2.12 in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to the Lender Party assignee on such date. If any form or document referred to in this subsection (e) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service Form W-8BEN or W-8ECI or the related certificate described above, that the applicable Lender Party reasonably considers to be confidential, such Lender Party shall give notice thereof to the Borrower and shall not be obligated to include in such form or document such confidential information.

(f) For any period with respect to which a Lender Party has failed to provide the Borrower with the appropriate form, certificate or other document described in subsection (e) above (other than if such failure is due to a change in law, or in the interpretation or application thereof, occurring after the date on which a form, certificate or other document originally was required to be provided or if such form, certificate or other document otherwise is not required under subsection (e) above), such Lender Party shall not be entitled to indemnification under subsection (a) or (c) of this Section 2.12 with respect to Taxes imposed by the United States by reason of such failure; provided, however, that should a Lender Party become subject to Taxes because of its failure to deliver a form, certificate or other document required hereunder, the Loan Parties shall take such steps as such Lender Party shall reasonably request to assist such Lender Party to recover such Taxes.

(g) Any Lender Party claiming any additional amounts payable pursuant to this Section 2.12 agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party.

SECTION 2.13. Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 8.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the Dollar Amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate Dollar Amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the Dollar Amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate Dollar Amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the Dollar Amount of such other Lender Party’s required repayment to (ii) the total Dollar Amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Borrower in the amount of such interest or participating interest, as the case may be.

SECTION 2.14. Use of Proceeds. The proceeds of the Advances and issuances of Letters of Credit shall be available (and the Borrower agrees that it shall use such proceeds and Letters of Credit) solely to refinance certain Existing Debt of the Borrower, and to finance the ongoing working capital and other general corporate purposes of the Borrower and its Subsidiaries. The proceeds of any Advances may not be used to finance the CMC Acquisition and any Investment or acquisition permitted under Section 5.02(f) unless such Investment or acquisition is made on a consensual basis (approved by the board of directors or analogous governing body of any Person to be acquired or all or substantially all of whose assets are to be acquired).

SECTION 2.15. Evidence of Debt. (a) Each Lender Party shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance owing to such Lender Party from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. The Borrower agrees

that upon notice by any Lender Party to the Borrower (with a copy of such notice to the Administrative Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender Party to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender Party, the Borrower shall promptly execute and deliver to such Lender Party, with a copy to the Administrative Agent, a Revolving Credit Note, a Sterling Term Note, a US Term Note and a Swing Line Note, as applicable, in substantially the form of Exhibits X-0, X-0, X-0 and A-4 hereto, respectively, payable to the order of such Lender Party in a principal amount equal to the Revolving Credit Commitment, the Swing Line Commitment, the Sterling Term Loan Commitment and the US Term Loan Commitment, respectively, of such Lender Party. All references to Notes in the Loan Documents means Notes, if any, to the extent issued hereunder.

(b) The Register maintained by the Administrative Agent pursuant to Section 8.07(d) shall include a control account, and a subsidiary account for each Lender Party, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender Party hereunder, and (iv) the amount of any sum received by the Administrative Agent from the Borrower hereunder and each Lender Party’s share thereof.

(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender Party in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender Party and, in the case of such account or accounts, such Lender Party, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender Party to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement.

SECTION 2.16. Defaulting Lenders. Notwithstanding anything in this Agreement to the contrary, as to any Lender which (a) has refused (which refusal has not been retracted) to make available its portion of any Borrowing or to fund its portion of any unreimbursed (or disgorged) payment under Section 2.03(c) or (b) has given notice to the Administrative Agent and/or the Borrower that it does not intend to comply with its obligations under Section 2.01 or under Section 2.03(c) (a “Defaulting Lender”):

(i) such lender shall not be deemed a Required Lender hereunder and such Lender’s (A) Revolving Credit Notes, (B) Revolving Commitments, (C) Sterling Term Notes, (D) US Term Notes, (E) Advances and (F) Letter of Credit Advances shall be excluded from the calculations set forth in the definition of Required Lenders above,

(ii) such Lender shall not be entitled to receive any portion of (A) Letter of Credit fees, (B) interest payable with respect to any Letter of Credit Advances or (C) amounts received in respect of Letter of Credit Advances; and

(iii) such Lender shall not be entitled to receive any commitment fee payable in respect of the Revolving Credit Commitments.

In addition to the foregoing, and notwithstanding Section 2.01(c), if any Lender shall fall within the description set forth in clause (a) or (b) above, the Issuing Bank shall not be required to issue any Letter of Credit unless arrangements reasonably satisfactory to the Issuing Bank have been entered into (the

Issuing Bank having made a good faith effort to enter into such arrangements) to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit by such Lender, including cash collateralizing such Lender’s Letter of Credit commitment. The provisions of this Section 2.16 are not in lieu of any other claim the Borrower may have against such Defaulting Lender.

ARTICLE III

CONDITIONS OF LENDING AND

ISSUANCES OF LETTERS OF CREDIT

SECTION 3.01. Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make an Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent before or concurrently with the Initial Extension of Credit:

(a) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party:

(i) The Notes payable to the order of the Lenders to the extent requested by the Lenders pursuant to the terms of Section 2.15.

(ii) Evidence satisfactory to it that either (i) Senior Subordinated Notes in a principal amount of $175,000,000 have been issued pursuant to the Senior Subordinated Indenture, together with true and complete copies of the Senior Subordinated Indenture or (ii) Bridge Loans in a principal amount of at least $85,000,000 are outstanding, together with true and complete copies of the Bridge Documentation.

(iii) A security agreement in substantially the form of Exhibit D hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with:

(A) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank,

(B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement,

(C) completed requests for information, dated on or before the date of the Initial Extension of Credit, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party, the Acquired Businesses or their respective Subsidiaries as debtor, together with copies of such other financing statements,

(D) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect and protect the security interest created thereunder,

(E) evidence of the insurance required by the terms of the Security Agreement,

(F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the liens and security interests, and the priority thereof, created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements).

(iv) A guaranty substantially in the form of Exhibit E hereto (together with each other guaranty and guaranty supplement delivered pursuant to Section 5.01(j), in each case as amended, the “Subsidiary Guaranty”), duly executed by each Subsidiary Guarantor.

(v) An intellectual property security agreement in substantially the form of Exhibit C to the Security Agreement (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 5.01(j), in each case as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Intellectual Property Security Agreement has been taken.

(vi) Certified copies of the resolutions of the Board of Directors of each Loan Party approving the transactions contemplated hereby and each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions contemplated hereby and each Loan Document to which it is or is to be a party.

(vii) A copy of a certificate of the Secretary of State of the jurisdiction of organization of each Loan Party, dated reasonably near the date of the Initial Extension of Credit, certifying (A) as to a true and correct copy of the charter or other constitutive document of such Loan Party and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such Loan Party’s charter or other constitutive document on file in such Secretary’s office, (2) such Loan Party has paid all franchise taxes to the date of such certificate and (3) such Loan Party is duly organized and in good standing or presently subsisting under the laws of the State of the jurisdiction of its organization.

(viii) A certificate of each Loan Party, signed on behalf of such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the date of the Initial Extension of Credit (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the charter or other constitutive document of such Loan

Party since the date of the Secretary of State’s certificate referred to in Section 3.01(a)(v), (B) a true and correct copy of the bylaws or other governing document of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(a)(iv) were adopted and on the date of the Initial Extension of Credit, (C) the due organization and good standing or valid existence of such Loan Party under the laws of the jurisdiction of its organization, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default.

(ix) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder.

(x) Copies of the Acquisition Documents, which shall be in form and substance satisfactory to the Lender Parties, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall request.

(xi) Certificate in substantially the form of Exhibit F hereto, attesting to the Solvency of the Loan Parties, before and after giving effect to the Acquisition and the transactions contemplated hereby, from its Chief Financial Officer or Treasurer, as the case may be.

(xii) Such financial, business and other information regarding each Loan Party, the Acquired Businesses and their respective Subsidiaries as the Administrative Agent shall have requested, including, without limitation: (A) audited combined financial statements of the Acquired Businesses and their respective Subsidiaries for the fiscal year ended December 31, 2002, (B) an unaudited income statement of the Acquired Businesses and their respective Subsidiaries for the Fiscal Quarter ended March 31, 2003, (C) pro forma Consolidated balance sheet of the Borrower and its Subsidiaries giving effect to the Acquisition for the Fiscal Quarter ending immediately prior to closing, which in each case, shall meet the requirements of Regulation S-X under the Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder, and (D) a written certification from the Chief Financial Officer that the pro forma financial statements delivered pursuant to clause (C) above and the forecasts heretofore delivered to the Administrative Agent were prepared in good faith on the basis of the assumptions stated therein, which assumptions are fair and reasonable in light of then existing conditions.

(xiii) Evidence of insurance naming the Collateral Agent as additional insured and loss payee with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Lender Parties, including, without limitation, business interruption insurance with a reputable insurer and on terms and in amounts reasonably acceptable to the Administrative Agent.

(xiv) Copies of each employment agreement and other compensation arrangement with each executive officer of any Loan Party or any of its Subsidiaries as the Administrative Agent shall request.

(xv) Copies of all Material Contracts of each Loan Party and its Subsidiaries as the Administrative Agent shall request.

(xvi) A Notice of Borrowing or Notice of Issuance, as applicable, relating to the Initial Extension of Credit.

(xvii) A favorable opinion of Xxxxxxx Coie LLP, counsel for the Loan Parties, in substantially the form of Exhibit G hereto and as to such other matters as the Administrative Agent may reasonably request.

(b) The Administrative Agent shall be reasonably satisfied with, after giving effect to the Acquisition (and other related transactions, including any related mergers), the corporate and legal structure and capitalization of each Loan Party and each of its Subsidiaries, including the terms and conditions of the charter, bylaws or other constitutive documents and each class of Equity Interest in each Loan Party and each such Subsidiary and of each agreement or instrument relating to such structure or capitalization.

(c) The Administrative Agent shall be satisfied that all Existing Debt, other than Surviving Debt, has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished from cash on hand of the Borrower and all commitments relating thereto terminated and that all Surviving Debt shall be on terms and conditions satisfactory to the Administrative Agent.

(d) There shall have occurred no Material Adverse Change since January 31, 2003.

(e) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party, the Acquired Businesses or any of their respective Subsidiaries pending or threatened before any Governmental Authority that (i) could be reasonably likely to have a Material Adverse Effect, (ii) purports to affect the legality, validity or enforceability of any Loan Document, (iii) seeks to enjoin, restrain, restrict, set aside or prohibit, to impose material conditions upon, or to obtain substantial damages in respect of, the consummation of the Acquisition or the transactions relating thereto or contemplated hereby or (iv) in the reasonable opinion of the Bookrunner/Co-Arranger, is material to the Borrower and its Subsidiaries, taken as a whole, or any of their respective assets, business operations or financial condition.

(f) There shall be no pending or threatened litigation, proceeding, bankruptcy or insolvency, injunction, order or claim with respect to the Borrower, the Acquired Businesses or any of their respective Subsidiaries that is material to the Borrower and its Subsidiaries, taken as a whole.

(g) All Governmental Authorizations and third party consents and approvals necessary in connection with the Acquisition (and any related mergers) and the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect; all applicable waiting periods in connection with the transactions contemplated hereby shall have expired without any action being taken by any competent authority, and no law or regulation shall be applicable in the judgment of the Lender Parties, in each case that restrains, prevents or imposes materially adverse conditions upon the Acquisition (and any related mergers) and the transactions contemplated hereby or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

(h) The Borrower shall have paid all accrued fees of the Agents and the Lender Parties and all accrued expenses of the Agents (including the accrued fees and expenses of counsel to the Administrative Agent and local counsel to the Lender Parties).

(i) The Acquisition and related transactions shall have been consummated for a purchase price not in excess of £55,000,000 (excluding transaction costs and expenses) strictly in accordance with the terms of the Acquisition Agreement, without any waiver or amendment not consented to by the Administrative Agent of any term, provision or condition set forth therein, and in compliance with all applicable laws. The Administrative Agent shall be reasonably satisfied with the Acquisition Documents and all legal, tax and other matters relating to the Acquisition or to the Borrower and its Subsidiaries after giving effect thereto. The Acquisition Agreement shall be in full force and effect.

(j) Neither the Administrative Agent nor the Bookrunner/ Co-Arranger shall have become aware of any information, event, change or other matter that is inconsistent with any confidential information or other matter previously disclosed to them.

(k) The Bookrunner/ Co-Arranger and the Administrative Agent shall be reasonably satisfied that (i) Pro Forma EBITDA (as determined by the Administrative Agent) of the Borrower and its Subsidiaries for the four consecutive quarterly periods ending with the last calendar quarter immediately preceding the date hereof shall not be less than $75,000,000; and (ii) the Leverage Ratio (as determined by the Administrative Agent) of the Borrower and its Subsidiaries (after giving effect to the Acquisition on a pro forma basis as if the Acquisition had been consummated on the first day of the most recently completed four consecutive Fiscal Quarters) shall not exceed 2.5:1.0 as of the date hereof.

SECTION 3.02. Conditions Precedent to Each Borrowing and Issuance and Renewal. The obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance made by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Revolving Credit Lender pursuant to Section 2.02(b)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation of each Issuing Bank to issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit and the right of the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that on the date of such Borrowing or issuance or renewal (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance or Notice of Renewal and the acceptance by the Borrower of the proceeds of such Borrowing or of such Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or issuance or renewal such statements are true):

(i) the representations and warranties contained in each Loan Document are correct in all material respects on and as of such date, before and after giving effect to such Borrowing or issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their express terms, refer to a specific date other than the date of such Borrowing or issuance or renewal, in which case as of such specific date; and

(ii) no Default has occurred and is continuing, or would result from such Borrowing or issuance or renewal or from the application of the proceeds therefrom.

(b) The Administrative Agent shall have received such other approvals, opinions, documents or information as the Administrative Agent may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows:

(a) Each Loan Party and each of its Subsidiaries (i) is a duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed could not be reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate power and authority (including, without limitation, all Governmental Authorizations) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable.

(b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of all Subsidiaries of each Loan Party, showing as of the Amendment No. 5 Effective Date (giving pro forma effect to the CMC Acquisition as of such date) (as to each such Subsidiary) the jurisdiction of its organization, the number of shares of each class of its Equity Interests authorized, and the number outstanding, on the Amendment No. 5 Effective Date (giving pro forma effect to the CMC Acquisition as of such date) and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights as of the Amendment No. 5 Effective Date (giving pro forma effect to the CMC Acquisition as of such date). All of the outstanding Equity Interests in each Loan Party’s Subsidiaries owned by such Loan Party have been validly issued, are fully paid and non-assessable and are owned by such Loan Party or one or more of its Subsidiaries free and clear of all Liens, except those created under the Collateral Documents.

(c) The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party, and the consummation of the transactions contemplated hereby, are within such Loan Party’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such Loan Party’s constitutive or governing documents, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties, including, without limitation, the Senior Subordinated Indenture or the 2007 Senior Notes or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which could be reasonably likely to have a Material Adverse Effect.

(d) No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party in the United States is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of any Loan Document to which it is or is to be a party, or for the consummation of the transactions contemplated hereby, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, except with respect to liens permitted under Section 5.02(a)(ii)), or (iv) the exercise by any Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect. All applicable waiting periods in connection with the transactions contemplated hereby have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the transactions contemplated hereby or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. The Acquisition has been consummated in accordance with the Acquisition Agreement and applicable law.

(e) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Loan Document when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.

(f) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or threatened before any Governmental Authority or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby.

(g) The Consolidated balance sheet of the Borrower and its Subsidiaries as at October 25, 2002, and the related Consolidated and consolidating statements of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by (in the case of Consolidated statements) an unqualified opinion of Ernst & Young, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at January 31, 2003, and the related Consolidated and consolidating statements of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the Chief Financial Officer, copies of which have been furnished to each Lender Party, fairly present the Consolidated and consolidating financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated and consolidating results of operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles applied on a consistent basis, and (i) for the period through the Effective Date, since October 25, 2002, and (ii) for the period after the Effective Date, since the Effective Date, there has been no Material Adverse Change.

(h) The Consolidated pro forma balance sheet of the Borrower and its Subsidiaries as at January 31, 2003, and the related Consolidated and consolidating pro forma statements of income

and cash flows of the Borrower and its Subsidiaries for the three months then ended, certified by the Chief Financial Officer, copies of which have been furnished to each Lender Party, fairly present the Consolidated and consolidating pro forma financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, in each case giving effect to the Acquisition and the transactions contemplated hereby, all in accordance with GAAP.

(i) Reserved.

(j) Reserved.

(k) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance or drawings under any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock.

(l) Neither any 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. Neither any Loan Party nor any of its Subsidiaries is a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. Neither the making of any Advances, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision of any such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder.

(m) Neither any Loan Party nor any of its Subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter (or constitutive) or corporate restriction that could be reasonably likely to have a Material Adverse Effect.

(n) All filings and other actions necessary or desirable in the United States to perfect and protect the security interest in the Collateral created under the Collateral Documents as of the date hereof have been duly made or taken and are in full force and effect, other than the entering into of deposit account control agreements in accordance with Section 9-312(b)(1) and (2) of the UCC. The Collateral Documents create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral to the extent such security interest can be perfected in the United States (except to the extent that deposits account control agreements have not been entered into and for the liens permitted under the Loan Documents) securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest in the United States have been duly taken. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Loan Documents.

(o) The Loan Parties and their Subsidiaries, taken as a whole, are Solvent.

(p)(i) The operations and properties of each Loan Party and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental

Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without any material ongoing obligations or costs, and no circumstances exist that could be reasonably likely to (A) form the basis of an Environmental Action against any Loan Party or any of its Subsidiaries or any of their properties that could reasonably be expected to have a Material Adverse Effect or (B) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law.

(ii)(A) None of the properties currently or formerly owned or operated by any Loan Party or any of its Subsidiaries is listed on the NPL, or on the CERCLIS, or, to the best of our knowledge, on any analogous foreign, state or local list, or, to the best of our knowledge, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list; (B) except as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or any of its Subsidiaries or, to the best of its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (C) except as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (D) except as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries.

(iii) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law that could reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Loan Party or any of its Subsidiaries.

(q)(i) Neither any Loan Party nor any of its Subsidiaries is party to any tax sharing agreement other than a tax sharing agreement approved by the Required Lenders.

(ii) Each Loan Party and each of its Subsidiaries and Affiliates has filed, has caused to be filed or has been included in all Tax Returns required to be filed and has paid all taxes shown thereon to be due, together with applicable interest and penalties.

(iii) Set forth on Schedule 4.01(q) hereto is a complete and accurate list, as of the date hereof, of each taxable year of each Loan Party and each of its Subsidiaries and Affiliates for which Federal income tax returns have been filed and for which the expiration of the applicable statute of limitations for assessment or collection has not occurred by reason of extension or otherwise (an “Open Year”).

(iv) As of the date hereof, no issues have been raised by the Internal Revenue Service in any manner whatsoever, whether by proposed adjustment or otherwise, with respect to federal income tax liability of the Loan Parties of any of their respective Subsidiaries and Affiliates for any Open Years that, in the aggregate, could be reasonably likely to have a Material Adverse Effect.

(v) As of the date hereof, no issues have been raised by any state, local and foreign taxing authority in any manner whatsoever, whether by proposed adjustment or otherwise, with respect to the state, local and foreign tax liability of the Loan Parties or any of their respective Subsidiaries and Affiliates for any Open Year that, in the aggregate, could be reasonably likely to have a Material Adverse Effect.

(vi) The Acquisition will not be taxable to the Borrower or any of its Subsidiaries or Affiliates.

(vii) No “ownership change” as defined in Section 382(g) of the Internal Revenue Code, and no event that would result in the application of the “separate return limitation year” or “consolidated return change of ownership” limitations under the applicable Treasury Regulations, has occurred with respect to the Borrower.

(r) Neither the business nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that could be reasonably likely to have a Material Adverse Effect.

(s) Set forth on Schedule 4.01(s) hereto is a complete and accurate list of all Existing Debt (other than Surviving Debt), showing as of the date hereof the obligor and the principal amount outstanding thereunder.

(t) Set forth on Schedule 4.01(t) hereto is a complete and accurate list of all Surviving Debt, showing as of the Amendment No. 5 Effective Date (giving pro forma effect to the CMC Acquisition as of such date) the obligor and the principal amount outstanding thereunder, the maturity date thereof and the amortization schedule therefor.

(u) Set forth on Schedule 4.01(u) hereto is a complete and accurate list of all Liens of each U.S. Loan Party on the property or assets located in the United States of any such Loan Party or any of its U.S. Subsidiaries, showing as of Amendment No. 5 Effective Date (giving pro forma effect to the CMC Acquisition as of such date) the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto.

(v) Set forth on Schedule 4.01(v) hereto is a complete and accurate list of all real property owned by any Loan Party or any of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and replacement value thereof. Each Loan Party or such Subsidiary has good, marketable and insurable fee simple title to such real property, free and clear of all Liens, other than Liens created or permitted by the Loan Documents.

(w) Set forth on Schedule 4.01(w) hereto is a complete and accurate list of all leases of real property under which any Loan Party or any of its Subsidiaries is the lessee, showing as of the date hereof the street address, city or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease that is material to the business of the Loan Parties is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

(x) Set forth on Schedule 4.01(x) hereto is a complete and accurate list of all Investments held by any Loan Party or any of its Subsidiaries on the Amendment No. 5 Effective Date (giving pro forma effect to the CMC Acquisition as of such date), showing as of the Amendment No. 5 Effective Date (giving pro forma effect to the CMC Acquisition as of such date) the amount, obligor or issuer and maturity, if any, thereof.

(y) Set forth on Schedule 4.01(y) hereto is a complete and accurate list of all U.S. patents, trademarks, trade names, service marks and copyrights, and all applications therefor and licenses thereof, of each U.S. Loan Party or any of its U.S. Subsidiaries, showing as of the date hereof, if registered, the jurisdiction in which registered, the registration number, the date of registration and the expiration date.

(z) Set forth on Schedule 4.01(z) hereto is a complete and accurate list of all Material Contracts of each Loan Party and its Subsidiaries, showing as of the date hereof the parties, subject matter and term thereof. Each such Material Contract has been duly authorized, executed and delivered by all parties thereto, has not been amended or otherwise modified, is in full force and effect and is binding upon and enforceable against all parties thereto in accordance with its terms, and there exists no default under any Material Contract by any party thereto.

(aa)(i) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan.

(ii) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Lender Parties, is complete and accurate in all material respects and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status.

(iii) Neither any Loan Party nor any ERISA Affiliate has incurred or is reasonably expected to incur any material Withdrawal Liability to any Multiemployer Plan.

(iv) Neither any Loan Party nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA.

(bb) The Obligations of the Borrower under this Agreement constitute “Senior Debt” and “Designated Senior Debt” under and for all purposes of the Senior Subordinated Indenture.

ARTICLE V

COVENANTS OF THE LOAN PARTIES

SECTION 5.01. Affirmative Covenants. So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have any Commitment hereunder, each Loan Party will:

(a) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply, in all material respects, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970, as amended, except to the extent that any non-compliance, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(b) Payment of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all material taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge, levy or claim that is being contested in good faith and by appropriate proceedings and as to which adequate reserves in accordance with GAAP are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

(c) Compliance with Environmental Laws. Comply, and cause each of its Subsidiaries and all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew, and cause each of its Subsidiaries to obtain and renew, all Environmental Permits necessary for its operations and properties; and conduct, and cause each of its Subsidiaries to conduct, any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances.

(d) Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which any Loan Party or any of its Subsidiaries operates.

(e) Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower may consummate the Acquisition and any other merger or consolidation expressly permitted under Section 5.02(d) or liquidate or dissolve any Subsidiary that has no assets or has sold, disposed of or otherwise disposed of all of its assets to a Loan Party.

(f) Visitation Rights. At any reasonable time and from time to time, upon reasonable notice, permit any of the Agents or any of the Lender Parties, or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries with any of their officers or directors and with their independent certified public accountants, which shall be at the expense of the Borrower only if an Event of Default has occurred and is continuing.

(g) Keeping of Books. Keep, and cause each of its Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower and each such Subsidiary in accordance with generally accepted accounting principles in effect from time to time.

(h) Maintenance of Properties, Etc. Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted.

(i) Transactions with Affiliates. Conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise permitted under the Loan Documents with any of their Affiliates on terms that are fair and reasonable and no less favorable to the Borrower or such Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate.

(j) Covenant to Guarantee Obligations and Give Security.

(i) Upon the formation or acquisition of any new direct or indirect Domestic Subsidiaries by any Loan Party, then at the Borrower’s expense, within 30 days after such formation or acquisition, cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary that is formed under the laws of the United States (if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance satisfactory to the Collateral Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents;

(ii) Within 15 Business Days after any Material Acquisition, furnish to the Collateral Agent a description of the real and personal properties of the Material Target of such Material Acquisition in detail satisfactory to the Collateral Agent;

(iii) Within 30 days after any Material Acquisition of assets by any Loan Party, duly execute and deliver, and cause such Loan Party to duly execute and deliver, to the Collateral Agent such additional mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance satisfactory to the Collateral Agent, with respect to the Material Target of such Material Acquisition;

(iv) Within 30 days after any Material Acquisition of any new Subsidiary, (A) duly execute and deliver to the Collateral Agent pledges of the Equity Interests of the Material Target of such Material Acquisition and (B) deliver any certificates representing such pledged Equity Interests, together with appropriate stock powers, to the Collateral Agent, in each case as specified by, and in form and substance satisfactory to the Collateral Agent, securing payment of all of the obligations of the Loan Parties under the Loan Documents; provided that if the Material Target of such Material Acquisition is a CFC, only 65% of such Equity Interests shall be pledged in favor of the Secured Parties;

(v) Within 30 days after any Material Acquisition of any new Domestic Subsidiary, cause the Material Target of such Material Acquisition to (A) duly execute and deliver to the Collateral Agent mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements with respect to all tangible and intangible assets of such Material Target, as specified by, and in form and substance satisfactory to the Collateral Agent, securing payment of all of the obligations of the Loan Parties under the Loan Documents and (B) take, whatever action (including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms;

(vi) Within 30 days after any Material Acquisition or the formation or acquisition of any new direct or indirect Domestic Subsidiaries by any Loan Party, deliver to the Collateral Agent, upon the request of the Collateral Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Collateral Agent as to (1) the matters contained in clauses (i), (iii), (iv) and (v) above, (2) such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, (3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (4) such other matters as the Collateral Agent may reasonably request; and

(vii) At any time and from time to time, promptly execute and deliver, and cause each Loan Party to execute and deliver, any and all further instruments and documents and take, and cause each Loan Party to take, all such other action as the Collateral Agent may deem reasonably necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements.

(k) Further Assurances. (i) Promptly upon request by any Agent, or any Lender Party through the Administrative Agent, correct, and cause each of its Subsidiaries promptly to correct, any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and

(ii) Promptly upon request by any Agent, or any Lender Party through the Administrative Agent, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages (to the extent required), deeds of trust (to the extent required), trust deeds (to the extent required), assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as any Agent, or any Lender Party through the Administrative Agent, may reasonably require from time to time in order to

(A) carry out more effectively the purposes of the Loan Documents, (B) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (C) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (D) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

(l) Performance of Acquisition Documents. Perform and observe, and cause each of its Subsidiaries to perform and observe, all of the terms and provisions of each Acquisition Document to be performed or observed by it, maintain each such Acquisition Document in full force and effect, enforce such Acquisition Document in accordance with its terms, take all such action to such end as may be from time to time reasonably requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Acquisition Document such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Acquisition Document.

(m) Compliance with Terms of Leaseholds. Make all payments and otherwise perform all obligations in respect of all leases of real property to which the Borrower or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled, notify the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

(n) Cash Concentration Accounts. Within three months of the date hereof, maintain, and cause each of its Subsidiaries to maintain, main cash concentration accounts with a Lender Party.

(o) Performance of Material Contracts. Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

SECTION 5.02. Negative Covenants. So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have any Commitment hereunder, the Borrower will not, at any time:

(a) Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names the

Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except:

(i) Liens created under the Loan Documents;

(ii) Permitted Liens;

(iii) Liens existing on the date hereof and described on Schedule 4.01(u) hereto and, with respect to any Liens described on Schedule 4.01(u) that secure Surviving Debt, any extensions, renewals or replacements of such Liens in connection with refinancing or replacement of Surviving Debt permitted under Section 5.02(b)(iii)(D) provided that no such Lien shall extend to or cover any additional property;

(iv) purchase money Liens upon or in real property or equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment (and, to the extent segregated and identifiable, the proceeds thereof) being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(B) at any time outstanding;

(v) Liens arising in connection with Capitalized Leases of the Borrower permitted under Section 5.02(b)(iii)(C); provided that no such Lien shall extend to or cover any Collateral or assets other than the assets subject to such Capitalized Leases;

(vi) Liens on the assets of any Person that becomes a Subsidiary of the Borrower securing Debt permitted under Section 5.02 (b)(iii)(E) (other than Liens incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower); and

(vii) other Liens securing Debt of the Borrower outstanding in an aggregate principal amount not to exceed $30,000,000; provided that no such Lien shall extend to or cover any Collateral or may be granted when any Default shall have occurred and be continuing.

(b) Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except:

(i) in the case of the Borrower,

(A) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates, and not for speculative purposes, incurred in the ordinary course of business and consistent with prudent business practice, and

(B) Debt owed to a wholly owned Subsidiary of the Borrower, which Debt (x) shall be on subordinated terms reasonably acceptable to the Administrative Agent and (y) shall be evidenced by promissory notes in form and substance reasonably satisfactory to the Administrative Agent.

(ii) in the case of any Subsidiary of the Borrower, Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower, provided that, in each case, such Debt (x) shall be on terms reasonably acceptable to the Administrative Agent and (y) shall be evidenced by promissory notes in form and substance reasonably satisfactory to the Administrative Agent; and

(iii) in the case of the Borrower and its Subsidiaries,

(A) Debt under the Loan Documents (which, in the case of Secured Hedge Agreements, should be consistent with the terms of Section 5.02(b)(i)(A)),

(B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $30,000,000 at any time outstanding,

(D) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt and any Debt in respect of the Senior Subordinated Notes or the 2007 Senior Notes, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are not otherwise prohibited by the Loan Documents, provided further that the principal amount of such Surviving Debt or Debt in respect of the Senior Subordinated Notes or the 2007 Senior Notes shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate,

(E) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 5.02(f) which Debt does not exceed $10,000,000 in the aggregate and is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower),

(F) Contingent Obligations in respect of Debt or other obligations of a Loan Party, and

(G) unsecured Debt of the Borrower not otherwise permitted under this Section 5.02(b); provided that no Event of Default shall then exist or would exist after giving effect to the incurrence thereof on a pro forma basis.

(c) Change in Nature of Business. Make, or permit any of its Subsidiaries to make, any material change in the nature of its business as carried on at the date hereof.

(d) Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that:

(i) the Borrower may consummate the Acquisition;

(ii) any Subsidiary of the Borrower may merge into or consolidate with any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor;

(iii) in connection with any sale or other disposition permitted under Section 5.02(e)(v), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it;

(iv) any merger of a Subsidiary of the Borrower, pursuant to which the survivor is a Subsidiary Guarantor, in order to consummate an Investment expressly permitted in Section 5.03(f)(viii) or (ix);

(v) any merger of a Subsidiary Guarantor into the Borrower so long as the survivor is the Borrower;

provided, however, that in each case, immediately before and after giving effect thereto, no Default shall have occurred and be continuing.

(e) Sales, Etc., of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except:

(i) sales of Inventory in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire Inventory in the ordinary course of its business;

(ii) in a transaction authorized by Section 5.02(d)(ii);

(iii) sales, transfers or other dispositions of assets among the Borrower and Subsidiary Guarantors or among a Subsidiary Guarantor and other Subsidiary Guarantors;

(iv) so long as no Default has occurred is continuing, the sale of the stock or assets of W.A. Whitney Co., W.A. Whitney Italia Co. or Excellon Automation Co. and their respective direct and indirect Subsidiaries for fair market value;

(v) the sale of any assets by the Borrower or any Subsidiary (other than a bulk sale of Inventory and a sale of Receivables other than delinquent accounts for collection purposes only) pursuant to one asset sale or a series of related asset sales so long as (A) no Default has occurred and is continuing, (B) the purchase price paid to the Borrower or such Subsidiary for such asset shall be no less than the fair market value of such asset at the time of such sale, (C) the purchase price for such asset shall be paid to the Borrower or such Subsidiary shall consist of at least 40% cash (other than in connection with asset sales involving aggregate Investments not exceeding $10,000,000 in the aggregate at any time) and (D) the aggregate purchase price paid to the Borrower or any Subsidiary for any such assets shall not exceed $75,000,000;

(vi) sales, transfers and dispositions of assets by any Subsidiary Guarantor to any Subsidiary that is not a Subsidiary Guarantor (A) if the terms of such sale, transfer or disposition, and consideration therefor, are on an arm’s-length basis, would be fair and reasonable for non-Affiliated transactions and are for 100% cash or (B) to the extent permitted by Section 5.02(f); and

(vii) so long as no Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of clause (iv) or (v) above.

(f) Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except:

(i)(A) equity Investments by the Borrower and its Subsidiaries in their Subsidiaries outstanding on the Amendment No. 5 Effective Date (giving pro forma effect to the CMC Acquisition as of such date), (B) additional equity Investments in Loan Parties and equity Investments in newly-formed, wholly-owned Subsidiaries that become Subsidiary Guarantors upon formation thereof, (C) additional equity Investments in wholly owned Subsidiaries that are not Loan Parties in an aggregate amount invested from the Amendment No. 5 Effective Date (giving pro forma effect to the CMC Acquisition as of such date) not to exceed $50,000,000 and (D) equity Investments by Subsidiaries that are not Subsidiary Guarantors in Subsidiaries;

(ii) loans and advances to employees in the ordinary course of the business of the Borrower and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 at any time outstanding;

(iii) Investments by the Borrower and its Subsidiaries in Cash Equivalents;

(iv) Investments existing on the Amendment No. 5 Effective Date (giving pro forma effect to the CMC Acquisition as of such date) and described on Schedule 4.01(x) hereto;

(v) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b);

(vi) Investments consisting of intercompany Debt permitted under Section 5.02(b);

(vii) Contingent Obligations permitted under Section 5.02(b)(iii)(F);

(viii) the purchase or other acquisition of all of the Equity Interests in, or all or a substantial portion of the property and assets of or line of business, division or product line of, any Person that, upon the consummation thereof, will be wholly owned directly by the Borrower or one or more of its wholly owned Subsidiaries (including, without limitation, as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this clause (viii):

(A) any such newly created or acquired Subsidiary shall comply with the requirements of Section 5.01(j);

(B) the lines of business of the Person to be (or the property and assets of which are to be) so purchased or otherwise acquired shall be substantially the same or similar lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course;

(C) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or prospects of the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or the persons performing similar functions) of the Borrower or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer);

(D)(1) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) (a) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 5.04, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 5.03 as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby and (b) the Administrative Agent shall have received, with respect to any such purchase or other acquisition or series of related purchases or acquisitions, the total cash and noncash consideration (excluding Equity Interests of the Borrower) paid by or on behalf of the Borrower and its Subsidiaries for which exceeds $75,000,000, (i) within 30 days after the consummation of such purchase or acquisition, a description of each Person so purchased or acquired, (ii) within 30 days after the consummation of such purchase or acquisition, a copy of summary financial information and, to the extent available, audited financial statements of each Person so purchased or acquired for the quarter and year most recently ended and (iii) prior to the consummation of such purchase or acquisition, a certificate from the Borrower certifying that immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 5.04; and

(E) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lender Parties, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (viii) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; and

(ix) Investments by the Borrower and its Subsidiaries not otherwise permitted under this Section 5.02(f) in an aggregate amount not to exceed $100,000,000 at any time outstanding; provided that, with respect to each Investment made pursuant to this clause (ix):

(A) such Investment shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or prospects of the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or persons performing similar functions) of the Borrower or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer);

(B) such Investment shall be in property and assets which are part of, or in lines of business which are, substantially the same lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course;

(C) any determination of the amount of such Investment shall include all cash and noncash consideration (including, without limitation, the fair market value of all Equity Interests issued or transferred to the sellers thereof (excluding Equity Interests of the Borrower), all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and assets and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries in connection with such Investment; and

(D) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing.

(x)(A) The Borrower may equitize up to $24,000,000 of the principal amount owed to it by Xxxxxxxxx Technologies Denmark ApS under the demand promissory note dated October 30, 2012, (B) Weston Aerospace may equitize up to £44,000,000 of the principal amount owed to it by Angelchance Limited under the demand promissory note dated the date hereof, (C) Xxxxxxxxx Technologies Acquisition Limited may equitize up to £950,000 of the principal amount owed to it by Angelchance Limited under the demand promissory note dated the date hereof, each referred to in Schedule 4.01(x) hereto and (D) additional equitization of intercompany Debt approved by the Administrative Agent, which approval shall not be unreasonably withheld.

(g) Restricted Payments. Declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests now or hereafter outstanding, return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any distribution of assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such (each of the foregoing a “Restricted Payment”), or permit any of its Subsidiaries to do any of the foregoing, or permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any Equity Interests in the Borrower or to issue or sell any Equity Interests therein, except dividends payable to the Borrower; provided, that the Borrower shall be permitted to make Restricted Payments in an aggregate amount not to exceed $20,000,000 in any 12-month period so long as no Default or Event of Default shall then exist or would exist after giving effect to such Restricted Payment.

(h) Amendments of Constitutive Documents. Amend, or permit any of its Subsidiaries to amend, its certificate of incorporation or bylaws or other constitutive or governing documents other than amendments that could not be reasonably expected to have a Material Adverse Effect or adversely affect the rights and interests of the Lender Parties.

(i) Accounting Changes. Make or permit, or permit any of its Subsidiaries to make or permit, any change in (i) accounting policies or reporting practices, except as required by generally accepted accounting principles, or (ii) Fiscal Year.

(j) Prepayments, Etc., of Debt. (A) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, the Senior Subordinated Notes, (B) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, the principal under the 2007 Senior Notes or (C) amend, modify or change in any manner any term or condition of or relating to the 2007 Senior Notes, any Surviving Debt, the Senior Subordinated Indenture or, if the Bridge Loans are issued, the Bridge Loan Documentation in any manner that would (1) increase the interest rate or change (to earlier dates) the dates upon which principal and interest are due thereon; (2) alter the redemption, prepayment or subordination provisions thereof; (3) alter the covenants or events of default in a manner that would make such provisions more onerous or restrictive to the Borrower or any such Subsidiary; or (4) otherwise increase the obligations of the Borrower or any Subsidiary thereunder, or permit any of its Subsidiaries to do any of the foregoing, other than to prepay any Debt payable to the Borrower or a Subsidiary Guarantor. Notwithstanding the foregoing, the Borrower shall be permitted to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, unsecured Debt; provided that, after giving effect to such prepayment on a pro forma basis (I) the Senior Leverage Ratio (as determined by the Administrative Agent) of the Borrower and its Subsidiaries is less than 3.0:1.0 and (II) the Borrower shall have at least $25,000,000 of borrowing availability under the Revolving Credit Facility.

(k) Amendment, Etc., of Acquisition Documents. Cancel or terminate any Acquisition Document or consent to or accept any cancellation or termination thereof, amend, modify or change in any manner any term or condition of any Acquisition Document or give any consent, waiver or approval thereunder, waive any default under or any breach of any term or condition of any Acquisition Document, agree in any manner to any other amendment, modification or change of any term or condition of any Acquisition Document or take any other action in connection with any Acquisition Document that would materially impair the value of the interest or rights of any Loan Party thereunder or that would impair the rights or interests of any Agent or any Lender Party, or permit any of its Subsidiaries to do any of the foregoing.

(l) Negative Pledge. Enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except (i) in favor of the Secured Parties, (ii) in connection with (A) any Debt incurred under the Senior Subordinated Indenture, the Bridge Loan Documentation or the 2007 Senior Notes (or any refinancing thereof permitted under Section 5.02(b)(iii)(D)), (B) any Surviving Debt as in effect on the Effective Date (or any refinancing thereof permitted under Section 5.02(b)(iii)(D)), (C) any purchase money Debt permitted by Section 5.02(b)(iii)(B) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, (D) any Capitalized Lease permitted by Section 5.02(b)(iii)(C) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or (E) any Debt outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower), (iii) agreements relating to prohibitions on easements, rights of way or other encumbrances on title to real property and (iv) customary provisions in leases in the ordinary course of business.

(m) Partnerships, Etc. Become a general partner in any general or limited partnership or joint venture, or permit any of its Subsidiaries to do so.

(n) Speculative Transactions. Engage, or permit any of its Subsidiaries to engage, in any transaction involving commodity options or futures contracts or any similar speculative transactions.

(o) Formation of Subsidiaries. Organize or invest, or permit any of its Subsidiaries to organize or invest, in any new Subsidiary except (i) as permitted under Section 5.02(f)(i), (viii) or (ix) or (ii) if the new Subsidiary is a Subsidiary Guarantor and complies with the requirement of a Subsidiary Guarantor set forth herein.

(p) Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) the Senior Subordinated Indenture, (ii) the Loan Documents, (iii) any agreement or instrument evidencing Surviving Debt, (iv) the 2007 Note Indenture and (v) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower.

(q) Amendment, Etc., of Material Contracts. Cancel or terminate any Material Contract or consent to or accept any cancellation or termination thereof, amend or otherwise modify any Material Contract or give any consent, waiver or approval thereunder, waive any default under or breach of any Material Contract, agree in any manner to any other amendment, modification or change of any term or condition of any Material Contract or take any other action in connection with any Material Contract that would impair the value of the interest or rights of any Loan Party thereunder or that would impair the interest or rights of any Agent or any Lender Party, or permit any of its Subsidiaries to do any of the foregoing, unless, so long as no Event of Default has

occurred and is continuing, such cancellation, termination, consent, acceptance, amendment, modification, waiver, approval, agreement or action could not reasonably be expected to result in a Material Adverse Effect.

(r) Covenants Related to CMC Acquisition. Permit:

(i) the CMC Acquisition Parent to incur any Debt other than Debt owed to another Subsidiary of the Borrower (any such Subsidiary, a “CMC Acquisition Parent Creditor”);

(ii) any CMC Acquisition Parent Creditor to incur any Debt other than Debt owed to a Loan Party;

(iii) the CMC Acquisition Parent to hold any assets (other than the Equity Interests of CMC) or conduct any business, operations or activities other than those directly related to payments on Debt owed to a CMC Acquisition Parent Creditor;

(iv) the CMC Acquisition Parent to fail to own 100% of the Equity Interests of CMC at any time, unless such interests are owned by the Borrower at such time;

(v) any CMC Acquisition Parent Creditor to hold any assets (other than the Debt owed by the CMC Acquisition Parent) or conduct any business, operations or activities other than those directly related to payments on Debt owed to a Loan Party or Debt owed by the CMC Acquisition Parent; or

(vi) the Equity Interests of CMC Acquisition Parent to be held by any Person other than the Borrower or the Equity Interests of any CMC Acquisition Parent Creditor to be held by any Person other than a Loan Party.

SECTION 5.03. Reporting Requirements. So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have any Commitment hereunder, the Borrower will furnish to the Agents and the Lender Parties:

(a) Default Notice. As soon as possible and in any event within three Business Days after the occurrence of each Default or any event, development or occurrence reasonably likely to have a Material Adverse Effect continuing on the date of such statement, a statement of the Chief Financial Officer setting forth details of such Default or such event, development or occurrence and the action that the Borrower has taken and proposes to take with respect thereto.

(b) Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young or other independent public accountants of recognized standing acceptable to the Required Lenders, together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or

if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

(c) Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, Consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Quarter and ending with the end of such Fiscal Quarter and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the Chief Financial Officer as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

(d) Reserved.

(e) Litigation. Promptly after the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings before any Governmental Authority affecting any Loan Party or any of its Subsidiaries of the type described in Section 4.01(f).

(f) Securities Reports. Promptly after the sending or filing thereof, copies of all proxy statements, financial statements and reports that any Loan Party or any of its Subsidiaries sends to its stockholders, and copies of all regular, periodic and special reports, and all registration statements, that any Loan Party or any of its Subsidiaries files with the Securities and Exchange Commission or any governmental authority that may be substituted therefor, or with any national securities exchange.

(g) Creditor Reports. Promptly after the furnishing thereof, copies of any statement or report furnished to any holder of Debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lender Parties pursuant to any other clause of this Section 5.03.

(h) Agreement Notices. Promptly upon receipt thereof, copies of all notices, requests and other documents received by any Loan Party or any of its Subsidiaries under or pursuant to any Acquisition Document or Material Contract or instrument, indenture, loan or credit or similar agreement regarding or related to any breach or default by any party thereto or any other event that could materially impair the value of the interests or the rights of any Loan Party or otherwise have a Material Adverse Effect and copies of any amendment, modification or waiver of any provision of any Acquisition Document or Material Contract or instrument, indenture, loan or credit or similar agreement and, from time to time upon request by the Administrative Agent, such information and reports regarding the Acquisition Documents, the Material Contracts and such instruments, indentures and loan and credit and similar agreements as the Administrative Agent may reasonably request.

(i) Revenue Agent Reports. Within 10 days after receipt, copies of all Revenue Agent Reports (Internal Revenue Service Form 886), or other written proposals of the Internal Revenue Service, that propose, determine or otherwise set forth positive adjustments to the Federal income tax liability of the affiliated group (within the meaning of Section 1504(a)(1) of the Internal Revenue Code) of which the Borrower is a member aggregating $1,000,000 or more.

(j) Notice as to Certain Tax Matters. Promptly after any such determination, notice of the Borrower’s determination to take any action inconsistent with the last two sentences of Section 8.10.

(k) Environmental Conditions. Promptly after the assertion or occurrence thereof, notice of any Environmental Action against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to have a Material Adverse Effect.

(l) Insurance. As soon as available and in any event within 30 days after the end of each Fiscal Year, a certificate evidencing the insurance coverage (specifying type, amount and carrier) in effect for each Loan Party and its Subsidiaries and containing such additional information as any Agent, or any Lender Party through the Administrative Agent, may reasonably specify.

(m) Other Information. Such other information respecting the business, condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party or any of its Subsidiaries as any Agent, or any Lender Party through the Administrative Agent, may from time to time reasonably request.

(n) ERISA. (i) ERISA Events and ERISA Reports. (A) Promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a statement of the Chief Financial Officer of the Borrower describing such ERISA Event and the action, if any, that such Loan Party or such ERISA Affiliate has taken and proposes to take with respect thereto and (B) on the date any records, documents or other information must be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA, a copy of such records, documents and information.

(ii) Plan Terminations. Promptly and in any event within three Business Days after receipt thereof by any Loan Party or any ERISA Affiliate, copies of each notice from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan.

(iii) Plan Annual Reports. Promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan.

(iv) Multiemployer Plan Notices. Promptly and in any event within ten Business Days after receipt thereof by any Loan Party or any ERISA Affiliate from the sponsor of a Multiemployer Plan, copies of each notice concerning (A) the imposition of Withdrawal Liability by any such Multiemployer Plan, (B) the reorganization or termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan or (C) the amount of liability incurred, or that may be incurred, by such Loan Party or any ERISA Affiliate in connection with any event described in clause (A) or (B).

SECTION 5.04. Financial Covenants. So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have any Commitment hereunder, the Borrower will:

(a) Maximum Leverage Ratio. Maintain for each Measurement Period a maximum Leverage Ratio, as measured on the last day of each Fiscal Quarter occurring during the periods indicated below, less than the following:


Period		Maximum Leverage Ratio
Amendment No. 5 Effective Date through January 25, 2008		5.00 to 1.00
January 26, 2008 through January 30, 2009		4.75 to 1.00
January 31, 2009 through January 29, 2010		4.50 to 1.00
January 30, 2010 and thereafter		4.25 to 1.00

(b) Interest Coverage Ratio. Maintain for each Measurement Period a minimum Interest Coverage Ratio, as measured on the last day of each Fiscal Quarter occurring during the periods indicated below, greater than the following:


Period		Minimum Interest Coverage Ratio
Amendment No. 5 Effective Date through January 25, 2008		2.75 to 1.00
January 26, 2008 and thereafter		3.00 to 1.00

ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.01. Events of Default. If any of the following events (“Events of Default”) shall occur and be continuing:

(a)(i) the Borrower shall fail to pay any principal of any Advance when the same shall become due and payable or (ii) the Borrower shall fail to pay any interest on any Advance, or any Loan Party shall fail to make any other payment under any Loan Document, in each case under this clause (ii) within 3 Business Days after the same shall become due and payable; or

(b) any representation or warranty made by any Loan Party (or any of its officers) under or in connection with any Loan Document shall prove to have been incorrect in any material respect when made; or

(c) the Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 2.14, 5.01(e), (f), (i) or (j), 5.02, 5.03 or 5.04; or

(d) any Loan Party shall fail to perform or observe any other term, covenant or agreement contained in any Loan Document on its part to be performed or observed if such failure shall remain unremedied for 30 days after the earlier of the date on which (i) a Responsible Officer of the Borrower becomes aware of such failure or (ii) written notice thereof shall have been given to the Borrower by any Agent or any Lender Party; or

(e) any Loan Party or any of its Subsidiaries shall fail to pay any principal of, premium or interest on or any other amount payable in respect of any Debt of such Loan Party or such Subsidiary (as the case may be) that is outstanding in a principal amount (or, in the case of any Hedge Agreement, an Agreement Value) of at least $20,000,000 either individually or in the aggregate for all such Loan Parties and Subsidiaries (but excluding Debt outstanding hereunder), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt or otherwise to cause, or to permit the holder thereof to cause, such Debt to mature; or any such Debt shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or

(f) any Loan Party or any of its Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against any Loan Party or any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it) that is being diligently contested by it in good faith, either such proceeding shall remain undismissed or unstayed for a period of 30 days or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or any substantial part of its property) shall occur; or any Loan Party or any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (f); or

(g) any judgments or orders, either individually or in the aggregate, for the payment of money in excess of $20,000,000 shall be rendered against any Loan Party or any of its Subsidiaries and either (i) enforcement proceedings shall have been commenced and not stayed or discontinued by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a

pending appeal or otherwise, shall not be in effect; provided, however, that any such judgment or order shall not give rise to an Event of Default under this Section 6.01(g) if and for so long as (A) the amount of such judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer, which shall be rated at least “A” by A.M. Best Company, covering full payment thereof and (B) such insurer has been notified, and has not disputed the claim made for payment, of the amount of such judgment or order; or

(h) any non-monetary judgment or order shall be rendered against any Loan Party or any of its Subsidiaries that could be reasonably likely to have a Material Adverse Effect, and there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(i) any provision of any Loan Document after delivery thereof pursuant to Section 3.01 or 5.01(j) shall for any reason cease to be valid and binding on or enforceable against any Loan Party party to it, or any such Loan Party shall so state in writing; or

(j) any Collateral Document or financing statement after delivery thereof pursuant to Section 3.01 or 5.01(j) shall for any reason (other than any failure to act on the part of the Collateral Agent to the extent an action by the Collateral Agent would be required to perfect a security interest) cease to create a valid and perfected first priority lien (except to the extent any liens permitted under Section 5.02(a)(ii) would be superior by application of law) on and security interest in the Collateral purported to be covered thereby; or

(k) any ERISA Event shall have occurred with respect to a Plan and the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Event shall have occurred and then exist (or the liability of the Loan Parties and the ERISA Affiliates related to such ERISA Event) exceeds $5,000,000 unless any other agreement or instrument governing Material Debt sets forth a lower amount, then such amount; or

(l) any Loan Party or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan in an amount that, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Loan Parties and the ERISA Affiliates as Withdrawal Liability (determined as of the date of such notification), exceeds $5,000,000 unless any other agreement or instrument governing Material Debt sets forth a lower amount, then such lower amount or requires payments exceeding $1,000,000 per annum, unless any other agreement or instrument governing Material Debt sets forth a lower amount, then such lower amount; or

(m) any Loan Party or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, and as a result of such reorganization or termination the aggregate annual contributions of the Loan Parties and the ERISA Affiliates to all Multiemployer Plans that are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan years of such Multiemployer Plans immediately preceding the plan year in which such reorganization or termination occurs by an amount exceeding $5,000,000 unless any other agreement or instrument governing Material Debt sets forth a lower amount, then such lower amount; or

(n) any default under, or an “Event of Default” as defined in, the Senior Subordinated Indenture shall have occurred and be continuing under Senior Subordinated Indenture;

(o) any default under, or an “Event of Default” as defined in, the 2007 Indenture shall have occurred and be continuing; or

(p) a Change of Control shall occur;

then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare all or any portion of the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.03(c) and Swing Line Advances by a Revolving Credit Lender pursuant to Section 2.02(b)) and of the Issuing Bank to issue Letters of Credit to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare all or any portion of the Notes, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents (other than Secured Hedge Agreements unless the applicable Hedge Bank otherwise agrees) to be forthwith due and payable, whereupon all or such portion, as applicable, of the Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, (x) the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.03(c) and Swing Line Advances by a Revolving Credit Lender pursuant to Section 2.02(b)) and of the Issuing Bank to issue Letters of Credit shall automatically be terminated and (y) the Notes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

SECTION 6.02. Actions in Respect of the Letters of Credit upon Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand the Borrower will, pay to the Collateral Agent on behalf of the Lender Parties in same day funds at the Collateral Agent’s office designated in such demand, for deposit in the Deposit Account, an amount equal to the aggregate Reserved Available Amount of all Letters of Credit then outstanding. If at any time the Administrative Agent or the Collateral Agent determines that any funds held in the Deposit Account are subject to any right or claim of any Person other than the Agents and the Lender Parties or that the total amount of such funds is less than the aggregate Reserved Available Amount of all Letters of Credit, the Borrower will, forthwith upon demand by the Administrative Agent or the Collateral Agent, pay to the Collateral Agent, as additional funds to be deposited and held in the Deposit Account, an amount equal to the excess of (a) such aggregate Reserved Available Amount over (b) the total amount of funds, if any, then held in the Deposit Account that the Administrative Agent or the Collateral Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the Deposit Account, such funds shall be applied to reimburse the Issuing Bank or Revolving Credit Lenders, as applicable, to the extent permitted by applicable law.

ARTICLE VII

THE AGENTS

SECTION 7.01. Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable), the Issuing Bank (if applicable) and on behalf of itself and its

Affiliates as potential Hedge Banks) hereby appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of the Notes), no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders (or, if required hereby, all Lenders), and such instructions shall be binding upon all Lender Parties and all holders of Notes; provided, however, that no Agent shall be required to take any action that exposes such Agent to personal liability or that is contrary to this Agreement or applicable law. Each Agent agrees to give to each Lender Party prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

SECTION 7.02. Agents’ Reliance, Etc. Neither any Agent nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, each Agent: (a) may treat the payee of any Note as the holder thereof until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 7.03. Wachovia and Affiliates. With respect to its Commitments, the Advances made by it and the Notes issued to it, if any, Wachovia shall have the same rights and powers under the Loan Documents as any other Lender Party and may exercise the same as though it were not an Agent; and the term “Lender Party” or “Lender Parties” shall, unless otherwise expressly indicated, include Wachovia in its individual capacity. Wachovia and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with, any Loan Party, any of its Subsidiaries and any Person that may do business with or own securities of any Loan Party or any such Subsidiary, all as if Wachovia was not an Agent and without any duty to account therefor to the Lender Parties. No Agent shall have any duty to disclose any information obtained or received by it or any of its Affiliates relating to any Loan Party or any of its Subsidiaries to the extent such information was obtained or received in any capacity other than as such Agent.

SECTION 7.04. Lender Party Credit Decision. Each Lender Party acknowledges that it has, independently and without reliance upon any Agent or any other Lender Party and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender Party also acknowledges that it will, independently and without reliance upon any Agent or any other Lender Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

SECTION 7.05. Indemnification. (a) Each Lender Party severally agrees to indemnify each Agent (to the extent not reimbursed by the Borrower) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against such Agent in any way relating to or arising out of the Loan Documents or any action taken or omitted by such Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided, however, that no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the foregoing, each Lender Party agrees to reimburse each Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 8.04, to the extent that such Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 7.05 applies whether any such investigation, litigation or proceeding is brought by any Lender Party or any other Person.

(b) Each Lender Party severally agrees to indemnify the Issuing Bank (to the extent not reimbursed by the Borrower) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Issuing Bank in any way relating to or arising out of the Loan Documents or any action taken or omitted by the Issuing Bank under the Loan Documents; provided, however, that no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Issuing Bank’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the foregoing, each Lender Party agrees to reimburse the Issuing Bank promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 8.04, to the extent that the Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrower.

(c) For purposes of this Section 7.05, the Lender Parties’ respective ratable shares of any amount shall be determined, at any time, according to the sum of (i) the aggregate principal Dollar Amount of the Advances outstanding at such time and owing to the respective Lender Parties, (ii) their respective Pro Rata Shares of the aggregate Available Amount of all Letters of Credit outstanding at such time and (iii) the aggregate unused portions of their respective Revolving Credit Commitments at such time; provided that the aggregate principal Dollar Amount of Swing Line Advances owing to the Swing Line Bank and of Letter of Credit Advances owing to the Issuing Bank shall be considered to be owed to the Revolving Credit Lenders ratably in accordance with their respective Revolving Credit Commitments. The failure of any Lender Party to reimburse any Agent or the Issuing Bank, as the case may be, promptly upon demand for its ratable share of any Dollar Amount required to be paid by the Lender Parties to such Agent or the Issuing Bank, as the case may be, as provided herein shall not relieve any other Lender Party of its obligation hereunder to reimburse such Agent or the Issuing Bank, as the case may be, for its ratable

share of such amount, but no Lender Party shall be responsible for the failure of any other Lender Party to reimburse such Agent or the Issuing Bank, as the case may be, for such other Lender Party’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender Party hereunder, the agreement and obligations of each Lender Party contained in this Section 7.05 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents.

SECTION 7.06. Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45^th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

SECTION 7.07. Bookrunner/ Co-arranger, Co-Arranger, Syndication Agent and Documentation Agent Have No Liability. It is understood and agreed that none of the Bookrunner/ Co-Arranger, the Co-Arranger, the Syndication Agent or the Documentation Agent have any duties, responsibilities or liabilities under this Agreement whatsoever.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes or any other Loan Document (other than Secured Hedge Agreements), nor consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or by the Administrative Agent on their behalf upon its receipt of the consent thereof) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a) waive any of the conditions, in the case of the Initial Extension of Credit, specified in Section 3.02, without the written consent of each Lender (other than any Lender that is, at such time, a Defaulting Lender);

(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Article VI) without the written consent of such Lender;

(c) postpone any date scheduled for any payment of principal or interest under Section 2.04 or 2.07, or any date fixed by the Administrative Agent for the payment of fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby;

(d) reduce the principal of, or the rate of interest specified herein on, any Advance, or (subject to clause (v) of the second proviso to this Section 8.01) any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Margin that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Advance or to reduce any fee payable hereunder;

(e) change the order of application of any prepayment of Loans between the Facilities from the application thereof set forth in the applicable provisions of Section 2.06(a) and (b) respectively, in any manner that materially and adversely affects the Lenders under such Facilities;

(f) change any provision of this Section 8.01 without the written consent of each Lender, or change (i) the definition of “Required Lenders” without the written consent of each Lender or (ii) any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(g) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; or

(h) release all or substantially all of the Subsidiary Guarantors from the Subsidiary Guaranty, without the written consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank, in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank in addition to the Lenders required above, affect the rights or duties of the Swing Line Bank under this Agreement; (iv) Section 8.07(k) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Advances are being funded by an SPC at the

time of such amendment, waiver or other modification; and (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

SECTION 8.02. Notices, Etc. All notices and other communications provided for hereunder shall be in writing (including fax or e-mail communication) and mailed, e-mailed, faxed or delivered, if to the Borrower, at its address at 000 000^xx Xxxxxx XX, Xxxxxxxx, Xxxxxxxxxx 00000, Attention: Chief Financial Officer; if to any Initial Lender Party, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender Party, at its Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender Party; if to the Administrative Agent or the Collateral Agent, at its address at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx Plaza 8^th Floor, Charlotte, North Carolina 28288, Attention: Agency Services; or, as to any party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and other communications shall, when mailed, e-mailed or faxed, be effective when deposited in the mails or transmitted by fax or e-mail, except that notices and communications to any Agent pursuant to Article II, III or VII shall not be effective until received by such Agent. Delivery by fax of an executed counterpart of a signature page to any amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of an original executed counterpart thereof. Electronic mail and Internet and intranet websites may be used by the Administrative Agent and/or the Agents to distribute communications, such as financial statements and other information as provided in Section 5.03, and to distribute Loan Documents for execution by the parties thereto, and the Administrative Agent and the Agents shall not be responsible for any losses, costs, expenses and liabilities that may arise by reason of the use thereof, except for their own gross negligence or willful misconduct. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices) purportedly given by or on behalf of the Borrower even if (a) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any form of notice specified herein, or (b) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower in accordance with this Agreement, other than, with respect to any Agent or Lender, the losses, costs, expenses and liabilities that result from the gross negligence or willful misconduct of such Agent or Lender. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

SECTION 8.03. No Waiver; Remedies; Entire Agreement. No failure on the part of any Lender Party or any Agent to exercise, and no delay in exercising, any right hereunder or under any Note or any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. This Agreement and the other Loan Documents constitute the entire agreement of the parties with respect hereto.

SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to pay on demand (i) all costs and expenses of each Agent in connection with the preparation, execution, delivery, administration, modification and amendment of, or any consent or waiver under, the Loan Documents (including, without limitation, (A) all due diligence, collateral review, arrangement, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable fees and expenses of counsel for each Agent with respect thereto, with respect to

advising such Agent as to its rights and responsibilities, or the perfection, protection, interpretation or preservation of rights or interests, under the Loan Documents, with respect to negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of each Agent and each Lender Party in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent and each Lender Party with respect thereto). The Borrower further agrees to pay any stamp or other taxes that may be payable in connection with the execution or delivery of any Loan Document.

(b) The Borrower agrees to indemnify, defend and save and hold harmless each Agent, each Lender Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Facilities, the actual or proposed use of the proceeds of the Advances or the Letters of Credit, the Loan Documents or any of the transactions contemplated thereby, including, without limitation, any acquisition or proposed acquisition (including, without limitation, the Acquisition) by the Borrower or any of its Subsidiaries or Affiliates of all or any portion of the Equity Interests in or Debt securities or substantially all of the assets of the Company or any of its Subsidiaries or (ii) the actual or alleged presence of Hazardous Materials on any property of any Loan Party or any of its Subsidiaries or any Environmental Action relating in any way to any Loan Party or any of its Subsidiaries, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the Acquisition or the transactions contemplated hereby are consummated. The Borrower also agrees not to assert any claim against any Agent, any Lender Party or any of their Affiliates, or any of their respective officers, directors, employees, agents and advisors, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Facilities, the actual or proposed use of the proceeds of the Advances or the Letters of Credit, the Loan Documents or any of the transactions contemplated by the Loan Documents.

(c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by the Borrower to or for the account of a Lender Party other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.06, 2.09(b)(i) or 2.10(d), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender Party other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a), or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such

Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance.

(d) If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender Party, in its sole discretion.

(e) Without prejudice to the survival of any other agreement of any Loan Party hereunder or under any other Loan Document, the agreements and obligations of the Borrower contained in Sections 2.10 and 2.12 and this Section 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under any of the other Loan Documents.

SECTION 8.05. Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01 or otherwise with the consent of the Required Lenders, each Agent and each Lender Party and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender Party or such Affiliate to or for the credit or the account of the Borrower against any and all of the Obligations of the Borrower now or hereafter existing under the Loan Documents, irrespective of whether such Agent or such Lender Party shall have made any demand under this Agreement or such Note or Notes and although such Obligations may be unmatured. Each Agent and each Lender Party agrees promptly to notify the Borrower after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender Party and their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender Party and their respective Affiliates may have.

SECTION 8.06. Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and each Agent and the Administrative Agent shall have been notified by each Initial Lender Party that such Initial Lender Party has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender Party and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lender Parties.

SECTION 8.07. Assignments and Participations. (a) Each Lender may and, so long as no Default shall have occurred and be continuing, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon at least five Business Days’ notice to such Lender and the Administrative Agent will, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments and Advances being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 (or, in each case, such lesser amount as shall be approved by the

Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) under each Facility for which a Commitment or Advance is being assigned, (ii) each such assignment shall be to an Eligible Assignee and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and (except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate or an Approved Fund of the assigning Lender) a processing and recordation fee of $3,500.

(b) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender or the Issuing Bank, as the case may be, hereunder and (ii) the Lender or the Issuing Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.10, 2.12 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Lender’s or the Issuing Bank’s rights and obligations under this Agreement, such Lender or the Issuing Bank shall cease to be a party hereto).

(c) By executing and delivering an Assignment and Acceptance, each Lender Party assignor thereunder and each assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender Party makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender Party makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon any Agent, such assigning Lender Party or any other Lender Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender or the Issuing Bank, as the case may be.

(d) The Administrative Agent shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lender Parties and the Commitment under each Facility of, and principal amount of the Advances owing under each Facility to, each Lender Party from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents and the Lender Parties may treat each Person whose name is recorded in the Register as a Lender Party hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Agent or any Lender Party at any reasonable time and from time to time upon reasonable prior notice.

(e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender Party and an assignee, together with any Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower and each other Agent. In the case of any assignment by a Lender, within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Commitment assumed by it under each Facility pursuant to such Assignment and Acceptance and, if any assigning Lender has retained a Commitment hereunder under such Facility, a new Note to the order of such assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit X-0, X-0 or A-3 hereto, as the case may be.

(f) The Issuing Bank may assign to an Eligible Assignee all or a portion of its rights and obligations under the undrawn portion of its Letter of Credit Commitment at any time; provided, however, that (i) each such assignment shall be to an Eligible Assignee and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500.

(g) Each Lender Party may sell participations to one or more Persons (other than any Loan Party or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it and the Note or Notes (if any) held by it); provided, however, that (i) such Lender Party’s obligations under this Agreement (including, without limitation, its Commitments) shall remain unchanged, (ii) such Lender Party shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender Party shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, the Agents and the other Lender Parties shall continue to deal solely and directly with such Lender Party in connection with such Lender Party’s rights and obligations under this Agreement and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or release all or substantially all of the Collateral.

(h) Any Lender Party may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Lender Party by or on behalf of the Borrower; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Lender Party.

(i) Notwithstanding any other provision set forth in this Agreement, any Lender Party may at any time create a security interest in all or any portion of its rights under this Agreement and

the other Loan Documents (including, without limitation, the Advances owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

(j) Notwithstanding anything to the contrary contained herein, any Lender that is a fund that invests in bank loans may create a security interest in all or any portion of the Advances owing to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 8.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

SECTION 8.08. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery by fax of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement.

SECTION 8.09. No Liability of the Issuing Bank. The Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither the Issuing Bank nor any of its officers or directors shall be liable or responsible for: (a) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Issuing Bank against presentation of documents that do not comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except that the Borrower shall have a claim against the Issuing Bank, and the Issuing Bank shall be liable to the Borrower, to the extent of any direct, but not consequential, damages suffered by the Borrower that the Borrower proves were caused by (i) the Issuing Bank’s willful misconduct or gross negligence as determined in a final, non-appealable judgment by a court of competent jurisdiction in determining whether documents presented under any Letter of Credit comply with the terms of the Letter of Credit or (ii) the Issuing Bank’s willful failure to make lawful payment under a Letter of Credit after the presentation to it of a draft and certificates strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.

SECTION 8.10. Confidentiality. Neither any Agent nor any Lender Party shall disclose any Confidential Information to any Person without the consent of the Borrower, other than (a) to such Agent’s or such Lender Party’s Affiliates and their officers, directors, employees, agents and advisors and to actual or prospective Eligible Assignees and participants, and then only on a confidential basis, (b) as required by any law, rule or regulation or judicial process, (c) as requested or required by any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any similar organization or quasi-regulatory authority) regulating such Lender Party, (d) to any rating agency when required by it, provided that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Confidential Information relating to the Loan Parties received by it from such Lender Party, (e) in connection with any litigation or proceeding to which such Agent or such Lender Party or any of its Affiliates may be a party or (f) in connection with the exercise of

any right or remedy under this Agreement or any other Loan Document; provided, that, any Agent and any Lender Party (and each employee, representative or other agent of such Agent or such Lender Party, as applicable) may disclose to any and all Persons, without limitation of any kind, the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the Acquisition and the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Agent or such Lender Party relating to such tax treatment and tax structure, except that, with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this proviso shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the Acquisition and the transactions contemplated hereby. The Borrower does not intend to treat the Advances and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). Each Loan Party acknowledges that one or more of the Lender Parties may treat the Advances as part of a transaction that is subject to Treasury Regulation Section 1.6011-4 or Section 301.6112-1, and the Administrative Agent and such Lender Party or Lender Parties, as applicable, may file such IRS forms or maintain such lists and other records as they may determine is required by such Treasury Regulations.

SECTION 8.11. Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each of the Loan Parties in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than U.S. dollars, be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender may in accordance with normal banking procedures purchase U.S. dollars with the Judgment Currency. If the amount of U.S. dollars so purchased is less than the sum originally due to the Administrative Agent or such Lender in U.S. dollars, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender or the Person to whom such obligation was owing against such loss. If the amount of U.S. dollars so purchased is greater than the sum originally due to the Administrative Agent or such Lender in such currency, the Administrative Agent and the Lenders agree to apply such excess to any Obligations hereunder then due and payable.

SECTION 8.12. Release of Collateral. Upon the sale, lease, transfer or other disposition of any item of Collateral of any Loan Party (including, without limitation, as a result of the sale, in accordance with the terms of the Loan Documents, of a Subsidiary Guarantor that owns such Collateral) in accordance with the terms of the Loan Documents, the Collateral Agent will, at the Borrower’s expense, execute and deliver to such Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents in accordance with the terms of the Loan Documents and, if applicable, the release of such Subsidiary Guarantor from its obligations under the Subsidiary Guaranty.

SECTION 8.13. Jurisdiction, Etc. (a) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION OR

ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS IN THE COURTS OF ANY JURISDICTION.

(b) EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY IN ANY NEW YORK STATE OR FEDERAL COURT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

SECTION 8.14. GOVERNING LAW. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 8.15. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE AGENTS AND THE LENDER PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE ADVANCES, THE LETTERS OF CREDIT OR THE ACTIONS OF ANY AGENT OR ANY LENDER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

SECTION 8.16. PATRIOT ACT NOTICE. Each Lender subject to the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001 (the “Patriot Act”), hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.


XXXXXXXXX TECHNOLOGIES CORPORATION

By
Name:		Xxxxxx X. Xxxxxx
Title:		Vice President, Chief Financial Officer, Secretary and Treasurer

WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent

By
Title:

WACHOVIA BANK, NATIONAL ASSOCIATION, as Collateral Agent

By
Title:

XXXXX FARGO BANK, N.A., as Syndication Agent

By
Title:

KEYBANK NATIONAL ASSOCIATION, as Co-Documentation Agent

By
Title:


BANK OF AMERICA, N.A.,
as Co-Documentation Agent

By
Title:

WACHOVIA CAPITAL MARKETS, LLC
(f/k/a Wachovia Securities, LLC), as Bookrunner/Co-Lead Arranger

By
Title:

XXXXX FARGO BANK, N.A.,
as Co-Lead Arranger

By
Title:


Initial Lenders

WACHOVIA BANK, NATIONAL ASSOCIATION, as Initial Lender, Issuing Bank and Swing Line Bank

By
Title:

THE BANK OF NEW YORK

By
Title:

KEY BANK NATIONAL ASSOCIATION

By
Title:

U.S. BANK NATIONAL ASSOCIATION

By

XXXXX FARGO BANK, N.A.

By
Title:

SCHEDULE I

COMMITMENTS AND APPLICABLE LENDING OFFICES


Name of Initial Lender	Revolving Credit Commitment	Swing Line Commitment	Letter of Credit Commitment	Sterling Term Loan Commitment	US Term Loan Commitment	Lending Office
Wachovia Bank, National Association	$24,499,975.56	$10,000,000	$50,000,000	£6,982,493.03	$12,249,987.78	See Section 8.02 of Exhibit A

Xxxxx Fargo Bank, N.A.	$24,499,975.56	—	—	£6,982,493.03	$12,249,987.78	000 0^xx Xxxxxx, 00^xx Xxxxx Xxxxxxx, XX 00000 Attn.: Xxxx Xxxxxx tel.: (000) 000-0000 fax.: (000) 000-0000

The Bank of New York	$14,633,484.27	—	—	£4,170,543.02	$7,316,742.13	Xxx Xxxx Xx., 00^xx Xxxxx Xxx Xxxx, XX 00000 Attn.: Xxxx Xxxxxxxx tel.: (000) 000-0000 fax: (000) 000-0000

KeyBank National Association	$21,792,360.43	—	—	£6,210,822.72	$10,896,180.22	000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000 Attn.: Xxxxx Xxxxxx tel.: (000) 000-0000 fax.: (000) 000-0000

Bank of America, N.A.	$21,792,360.43	—	—	£6,210,822.72	$10,896,180.22	000 Xxxxx Xxxx Xxxxxx, Mail Code: CA9-193-28-05 Xxx Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxxxx tel.: (000) 000-0000 fax.: (000) 000-0000


U.S. Bank National Association	$17,890,097.96	—	—	£5,098,677.92	$8,945,048.98	0000 Xxxxx Xxxxxx, 00^xx Xxxxx Xxxxxxx, Xxxxxxxxxx 00000 Attn.: Xxxxx X. Xxxxxxx tel.: (000) 000-0000 fax.: (000) 000-0000

Calyon New York Branch	$12,233,233.34	—	—	£3,486,471.50	$6,116,616.67	0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attn: Yuri Muzichenko tel: (000) 000-0000 fax: (000) 000-0000

BMO Capital Markets Financing, Inc.	$9,794,319.29	—	—	£2,791,381.00	$4,897,159.65	000 Xxxx Xxxxxx Xxxxxx, 00^xx Xxxxx Xxxxxxx, XX 00000 Attn: Xxxxxxx Xxxxxxxxxxx tel: (000) 000-0000 fax: (000) 000-0000

HSBC Bank USA, N.A.	$13,696,581.77	—	—	£3,903,525.80	$6,848,290.88	000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxxx X. Xxxxx tel: (000) 000-0000 fax: (000) 000-0000



The Bank of Nova Scotia	$7,345,739.47	—	—	£2,093,535.75	$3,672,869.74	000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxx Xxxxxxx tel: (000) 000-0000 fax: (000) 000-0000

Societe Generale	$7,345,739.47	—	—	£2,093,535.75	$3,672,869.74	000 Xxxx Xxxxxxx Xxxxxx Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxxx tel: (000) 000-0000 fax: (000) 000-0000

Commerzbank AG, New York and Grand Cayman Branches	$7,345,739.47	—	—	£2,093,535.75	$3,672,869.74	000 Xxxx 0^xx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attn: Xxxx Xxxxxx tel: (000) 000-0000 fax: (000) 000-0000

Barclays Bank PLC	$4,897,159.65	—	—	£1,395,690.50	$2,448,579.82	Xxxxx 00 0 Xxxxxxxxx Xxxxx, Xxxxxx X00 0XX Attn: Xxxx Xxxxx tel: x00 0000 000 000 fax: x00 00 0000 0000

Bear Xxxxxxx Corporate Lending Inc.	$4,897,159.65	—	—	£1,395,690.50	$2,448,579.82	000 Xxxxxxx Xxxxxx, 0^xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxxx Xxxxxxxxx tel.: (000) 000-0000 fax: (000) 000-0000


Union Bank of California	$7,336,073.69	—	—	£2,090,781.00	$3,668,036.85	0000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Xxx Xxxx tel: (000) 000-0000 fax: (000) 000-0000

TOTAL	$200,000,000	$10,000,000	$50,000,000	£57,000,000	$100,000,000

EXHIBIT A-3

FORM OF

STERLING TERM NOTE

STERLING TERM NOTE

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the Sterling Term Loan Advance made by the Lender to the Borrower under that certain Credit Agreement, dated as of June 11, 2003 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among the Borrower, the Lenders and agents from time to time party thereto, Wachovia Bank, National Association, as Administrative Agent, Swing Line Bank and Issuing Bank.

The Borrower promises to pay interest on the unpaid principal amount of the Sterling Term Loan Advance from the date of such Advance until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in British Pounds Sterling in immediately available funds at the Administrative Agent’s Account (or such other account as directed by the Administrative Agent). If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Sterling Term Note is one of the Sterling Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Sterling Term Note is also entitled to the benefits of the Subsidiary Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Sterling Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The Lender may also attach schedules to this Sterling Term Note and endorse thereon the date, amount and maturity of its Sterling Term Loan Advance and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Sterling Term Note.

THIS STERLING TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


XXXXXXXXX TECHNOLOGIES CORPORATION

By:
Name:		Xxxxxx X. Xxxxxx
Title:		Vice President, Chief Financial Officer, Secretary and Treasurer

ADVANCES AND PAYMENTS WITH RESPECT THERETO

Date

Type of

Advance

Made

Amount of

Advance

Made

End of

Interest

Period

Amount of
Principal or
Interest Paid

This Date

Outstanding
Principal

Balance This

Date

Notation

Made By

EXHIBIT A-4

FORM OF US

TERM NOTE

US TERM NOTE

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the US Term Loan Advance made by the Lender to the Borrower under that certain Credit Agreement, dated as of June 11, 2003 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among the Borrower, the Lenders and agents from time to time party thereto, Wachovia Bank, National Association, as Administrative Agent, Swing Line Bank and Issuing Bank.

The Borrower promises to pay interest on the unpaid principal amount of the US Term Loan Advance from the date of such Advance until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in U.S. dollars in immediately available funds at the Administrative Agent’s Account (or such other account as directed by the Administrative Agent). If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This US Term Note is one of the US Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This US Term Note is also entitled to the benefits of the Subsidiary Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this US Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The Lender may also attach schedules to this US Term Note and endorse thereon the date, amount and maturity of its US Term Loan Advance and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this US Term Note.

THIS US TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


XXXXXXXXX TECHNOLOGIES CORPORATION

By:
Name:		Xxxxxx X. Xxxxxx
Title:		Vice President, Chief Financial Officer, Secretary and Treasurer

ADVANCES AND PAYMENTS WITH RESPECT THERETO

Date

Type of

Advance

Made

Amount of

Advance

Made

End of

Interest

Period

Amount of

Principal or

Interest Paid

This Date

Outstanding
Principal

Balance This

Date

Notation

Made By

EXHIBIT C

FORM OF

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Credit Agreement dated as of June 11, 2003 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein, unless otherwise defined herein, being used herein as therein defined) among Xxxxxxxxx Technologies Corporation, a Delaware corporation (the “Borrower”), the Lender Parties party thereto, Wachovia Bank, National Association, as Collateral Agent and as Administrative Agent for the Lender Parties.

Each “Assignor” referred to on Schedule 1 hereto (each, an “Assignor”) and each “Assignee” referred to on Schedule 1 hereto (each, an “Assignee”) agrees severally with respect to all information relating to it and its assignment hereunder and on Schedule 1 hereto as follows:

(1) Such Assignor hereby sells and assigns, without recourse except as to the representations and warranties made by it herein, to such Assignee, and such Assignee hereby purchases and assumes from such Assignor, an interest in and to such Assignor’s rights and obligations under the Credit Agreement as of the date hereof equal to the percentage interest specified on Schedule 1 hereto of all outstanding rights and obligations under the Credit Agreement. After giving effect to such sale and assignment, such Assignee’s Commitments and the amount of the Advances owing to such Assignee will be as set forth on Schedule 1 hereto.

(2) Such Assignor (i) represents and warrants that its name set forth on Schedule 1 hereto is its legal name, that it is the legal and beneficial owner of the interest or interests being assigned by it hereunder and that such interest or interests are free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; and (iv) attaches the Note or Notes held by such Assignor and requests that the Administrative Agent exchange such Note or Notes for a new Note or Notes payable to the order of such Assignee in an amount equal to the Commitments assumed by such Assignee pursuant hereto or new Notes payable to the order of such Assignee in an amount equal to the Commitments assumed by such Assignee pursuant hereto and such Assignor in an amount equal to the Commitments retained by such Assignor under the Credit Agreement, respectively, as specified on Schedule 1 hereto.

(3) Such Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own credit

analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon any Agent, any Assignor or any other Lender Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) represents and warrants that its name set forth on Schedule 1 hereto is its legal name; (iv) confirms that it is an Eligible Assignee; (v) appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to such Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (vi) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender Party; and (vii) attaches any U.S. Internal Revenue Service forms required under Section 2.12 of the Credit Agreement.

(4) Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date for this Assignment and Acceptance (the “Effective Date”) shall be the date of acceptance hereof by the Administrative Agent, unless otherwise specified on Schedule 1 hereto.

(5) Upon such acceptance and recording by the Administrative Agent, as of the Effective Date, (i) such Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender Party thereunder and (ii) such Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement (other than its rights and obligations under the Loan Documents that are specified under the terms of such Loan Documents to survive the payment in full of the Obligations of the Advance Parties under the Loan Documents to the extent any claim thereunder relates to an event arising prior to the Effective Date of this Assignment and Acceptance) and, if this Assignment and Acceptance covers all of the remaining portion of the rights and obligations of such Assignor under the Credit Agreement, such Assignor shall cease to be a party thereto.

(6) Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement and the Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to such Assignee. Such Assignor and such Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the Notes for periods prior to the Effective Date directly between themselves.

(7) This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York.

(8) This Assignment and Acceptance may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by fax shall be effective as delivery of an original executed counterpart of this Assignment and Acceptance.

IN WITNESS WHEREOF, each Assignor and each Assignee have caused Schedule 1 to this Assignment and Acceptance to be executed by their officers thereunto duly authorized as of the date specified thereon.

SCHEDULE 1

ASSIGNMENT AND ACCEPTANCE


ASSIGNORS:
*Revolving Credit Facility*
Percentage interest assigned	%	%	%	%	%
Revolving Credit Commitment assigned	$	$	$	$	$
Aggregate outstanding principal amount of Revolving Credit Advances assigned	$	$	$	$	$
Principal amount of Revolving Credit Note payable to Assignor	$	$	$	$	$
*Letter of Credit Facility*
Letter of Credit Commitment assigned	$	$	$	$	$
Letter of Credit Commitment retained	$	$	$	$	$
*Sterling Term Loan Advance*
Aggregate outstanding principal amount of Sterling Term Loan Advance assigned	£	£	£	£	£
*US Term Loan Advance*
Aggregate outstanding principal amount of Sterling Term Loan Advance assigned	$	$	$	$	$

ASSIGNEES:
*Revolving Credit Facility*
Percentage interest assumed	%	%	%	%	%
Revolving Credit Commitment assumed	$	$	$	$	$
Aggregate outstanding principal amount of Revolving Credit Advances assumed	$	$	$	$	$
Principal amount of Revolving Credit Note payable to Assignee	$	$	$	$	$
*Letter of Credit Facility*
Letter of Credit Commitment assumed	$	$	$	$	$
*Sterling Term Loan Advance*
Aggregate outstanding principal amount of Sterling Term Loan Advance assumed	£	£	£	£	£
*US Term Loan Advance*
Aggregate outstanding principal amount of US Term Loan Advance assumed	$	$	$	$	$

Effective Date (if other than date of acceptance by Administrative Agent):

⁷ ,


Assignors

		, as Assignor
[Type or print legal name of Assignor]


By
Title:
Dated:		,


		, as Assignor
[Type or print legal name of Assignor]


By
Title:
Dated:		,

⁷	This date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance to the Administrative Agent.


Assignees

, as Assignee
[Type or print legal name of Assignee]

By
Title:

Dated:		,

Domestic Lending Office:

Eurodollar Lending Office:

, as Assignee
[Type or print legal name of Assignee]

By
Title:

Dated:		,

Domestic Lending Office:

Eurodollar Lending Office:


Accepted this
day of ,

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent

By


Title:

[Approved this day
of ,


[XXXXXXXXX TECHNOLOGIES CORPORATION]

By


Title: ]¹

¹	If no Event of Default has occurred, the approval of the Borrower shall be required.

EXHIBIT H

FORM OF

NOTICE OF CONVERSION

Wachovia Bank, National Association,

as Administrative Agent

under the Credit Agreement

referred to below

000 Xxxxx Xxxxxxx Xxxxxx, 0^xx Xxxxx

Xxxxxxxxx, Xxxxx Xxxxxxxx 00000

[Date]

Attn:

Ladies and Gentlemen:

The undersigned Xxxxxxxxx Technologies Corporation, refers to the Credit Agreement dated as of June 11, 2003 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined), among the undersigned, the Lender Parties party thereto, Wachovia Bank, National Association, as Collateral Agent and as Administrative Agent for the Lender Parties, and hereby gives you notice, irrevocably, pursuant to Section 2.09 of the Credit Agreement that the undersigned hereby requests a Conversion under the Credit Agreement, and in that connection sets forth below the information relating to such Conversion (the "Proposed Conversion") as required by Section 2.09 of the Credit Agreement

Facility

Currency

Type of Advance

Interest Period

Date

Amount to be
Converted

Requested Interest
Rate (Base
Rate/Eurodollar
Rate)

Requested Interest
Period (one, two,
three or six
months – for
Eurodollar
Rate only)

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Conversion:

(A) The representations and warranties contained in each Loan Document are correct in all material respects on and as of the date of the Proposed Conversion, before and after giving effect to the Proposed Conversion and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their express terms, refer to a specific date other than the date of the Proposed Conversion, in which case, as of such specific date.

(B) No Default has occurred and is continuing, or would result from such Proposed Conversion or from the application of the proceeds therefrom.

Delivery of an executed counterpart of this Notice of Conversion by fax shall be effective as delivery of an original executed counterpart of this Notice of Conversion.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


Very truly yours,

XXXXXXXXX TECHNOLOGIES CORPORATION, a Delaware corporation

By:
Name:
Title:

XXXXXXXXX TECHNOLOGIES HOLDINGS LIMITED

/s/ XXXXXX X. XXXXXX

Xxxxxx X. Xxxxxx