CREDIT AGREEMENT dated as of June 23, 2006, among INTERLINE BRANDS, INC., a Delaware corporation, as Holdings INTERLINE BRANDS, INC., a New Jersey corporation as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent,...

ARTICLE I

Definitions

ARTICLE II

The Credits

ARTICLE III

Representations and Warranties

ARTICLE IV

Conditions

ARTICLE V

Affirmative Covenants

ARTICLE VI

Negative Covenants

ARTICLE VII

Events of Default

ARTICLE VIII

The Administrative Agent

ARTICLE IX

Miscellaneous

1. Each of Holdings, Wilmar Financial, Inc. and Wilmar Holdings, Inc. is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Glenwood Acquisition LLC is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. Based solely on certificates of public officials in the respective jurisdictions delivered to you by the Borrower, the Borrower is duly qualified to do business in each of the jurisdictions listed on Schedule 2 hereto.

2. Each Delaware Party has all necessary corporate or limited liability company power and authority, as the case may be, to execute, deliver and perform its obligations under each Document to which it is a party. The execution, delivery and performance by each Delaware Party of each Document to which it is a party have been duly authorized by all necessary corporate or limited liability company action, as the case may be, on the part of such Delaware Party and do not violate its Charter Documents.

3. Each of the Documents has been duly executed and delivered by each Principal Party which is a party to it. Each Document constitutes the legal, valid and binding obligation of each Principal Party which is a party to it, enforceable against that Principal Party in accordance with its terms.

4. The execution and delivery by each Principal Party of each of the Documents to which it is a party, and the performance by such Principal Party of its obligations under the Documents, do not (i) violate any Covered Law (as defined below) (including Regulations U or X of the Board of Governors of the Federal Reserve System of the United States), (ii) violate any order, writ, injunction or decree of which we have knowledge of any Governmental Authority binding upon such Principal Party or to which such Principal Party is subject, (iii) breach or result in a default under any agreement or instrument listed on Schedule 3 to which such Principal Party is a party or by which such Principal Party is bound, or (iv) result in the creation or imposition of any Lien upon any of the assets of such Principal Party under the terms of any such agreement or instrument (except for Liens in favor of the Agent for the benefit of the Lenders contemplated by the Documents).

5. Except for filings which are necessary to perfect the security interests granted under the Documents and any other filings, authorizations or approvals as are specifically provided for in the Documents, no authorizations or approvals of, and no filings with, any Governmental Authority are necessary under any Covered Law for the execution, delivery and performance by any Principal Party of the Documents to which it is a party.

6. None of the Principal Parties is required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

7. After giving effect to the Loans made and the Letters of Credit issued or deemed issued on the date hereof, and assuming that the Agent has, at the date

of this letter, possession of the certificates representing the capital stock of the Principal Parties listed on Schedule 2 to the Collateral Agreement (the “Pledged Stock”) in the State of New York, together with related stock powers which have been duly executed in blank by the Principal Party which owns such Pledged Stock, and maintains continuous possession of the Pledged Stock and stock powers in the State of New York, the Agent has a valid and perfected security interest, for the benefit of the Lenders and the Agent, to secure the Obligations (as defined in the Collateral Agreement), in all right, title and interest of the applicable Principal Party in and to the Pledged Stock owned by it (the “Pledged Stock Security Interest”). Assuming that, on the date of this letter, the Lenders and the Agent do not have notice of any adverse claim to the Pledged Stock, the Pledged Stock Security Interest has priority over any other security interest in the Pledged Stock which can be perfected under the Uniform Commercial Code of the State of New York (the “NY-UCC”).

8. After giving effect to the Loans made and the Letters of Credit issued or deemed issued on the date hereof, the Collateral Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders and the Agent, to secure the Obligations (as defined in the Collateral Agreement), in all right, title and interest of the Principal Parties in and to the Collateral (as defined in the Collateral Agreement), to the extent that Article 9 of the NY-UCC is applicable (the “Security Interest”). For each Delaware Party, the UCC-1 financing statements attached as Exhibit A to this letter (the “Principal Financing Statements”) are in appropriate form for filing and the Office of the Secretary of State of the State of Delaware is the office in the State of Delaware in which filings are required to perfect the Security Interest to the extent that

it can be perfected by filing under the Uniform Commercial Code of the State of Delaware (the “DE-UCC”). Assuming the Principal Financing Statements have been duly transmitted for filing to the Office of the Secretary of State of Delaware with the appropriate filing fees tendered, or duly accepted for filing by that Office, then to the extent that a security interest in the Collateral may be perfected by filing under the DE-UCC, those filings have resulted in the perfection of the Security Interest.

9. Assuming that (i) the Security Interest (the “IP Security Interest”) in and to the registered U.S. trademarks, the registration numbers of which are listed on Schedule I to the Trademark Security Agreement (the “Trademark Agreement”), dated as of the date hereof, among the Principal Parties party thereto and the Agent (the “Trademark Collateral”), and the registered U.S. patents, the numbers of which are listed on Schedule I to the Patent Agreement (the “Patent Agreement”), dated as of the date hereof, among the Principal Parties party thereto and the Agent (the “Patent Collateral” and, together with the Trademark Collateral, the “IP Collateral”) is a perfected security interest under the laws of the States in which each Principal Party is organized is organized, to the extent that such law governs the perfection of a security interest in the IP Collateral, (ii) that each trademark and patent that comprises the IP Collateral is valid and is owned by the applicable Principal Party, (iii) in the case of the Trademark Collateral, the registration of each trademark has been duly effected and maintained in the United States Patent and Trademark Office (the “PTO”) under Title 15 of the United States Code, (iv) in the case of the Patent Collateral, the term of each patent has been duly maintained by timely payment to the PTO of applicable maintenance fees under Title 35 of the United States Code, and (v) each of the Trademark Agreement and the

Patent Agreement is duly acknowledged by the applicable Principal Party and evidence of each of the Trademark Agreement and the Patent Agreement is properly filed with and recorded by the PTO, and payment is made of the required filing fees and charges, within three months after the date of their execution, the IP Security Interest will be a perfected security interest.

CREDIT AGREEMENT dated as of June 23, 2006, among INTERLINE BRANDS, INC., a Delaware corporation, as Holdings INTERLINE BRANDS, INC., a New Jersey corporation as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent,...

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).

SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to

any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender agrees (a)(i) to make an Initial Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Initial Term Loan Commitment and (ii) to make a Delayed Draw Term Loan to the Borrower on the Delayed Draw Funding Date in a principal amount not exceeding its Delayed Draw Term Loan Commitment and (b) to make Revolving Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts prepaid or repaid in respect of Term Loans may not be reborrowed.

SECTION 2.02. Loans and Borrowings. (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder;

provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

SECTION 2.03. Requests for Borrowings. To request a Revolving Borrowing or Term Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing (unless otherwise waived by the Administrative Agent) or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

SECTION 2.04. Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000 or (ii) the aggregate amount of the Lenders’ Revolving Exposures exceeding the total amount of the Lenders’ Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

SECTION 2.05. Letters of Credit. (a) General. Upon satisfaction of the conditions specified in Sections 4.01 and 4.03 on the Effective Date, each Existing Letter of Credit will, automatically without any action on the part of any Person, be deemed to be a Letter of Credit issued hereunder for all purposes of this Agreement and the other

Loan Documents. The Borrower agrees that, with respect to each Existing Letter of Credit issued for the account of any of its Subsidiaries, the Borrower is hereby deemed to be a co-applicant and the Borrower hereby agrees to be jointly and severally liable with such Subsidiary for all obligations of an applicant with respect to such Existing Letter of Credit. In addition, subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own account (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants), in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Revolving Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, any Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City and designated by the Borrower in the applicable Borrowing Request; provided that ABR Revolving Loans and Swingline Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.

SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing and Term Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

SECTION 2.08. Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the Delayed Draw Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (A) the Delayed Draw Funding Date and (B) the Delayed Draw Expiration Date and (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date.

SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the

account of each Lender the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Maturity Date, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the Revolving Maturity Date; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested.

SECTION 2.10. Amortization of Term Loans. (a) Subject to adjustment pursuant to paragraph (c) of this Section, the Borrower shall repay Term Borrowings on each date set forth below in the aggregate principal amount equal to the product of (i) the percentage set forth below opposite such date and (ii) the sum of (A) the aggregate principal amount of the Initial Term Loans made on the Effective Date and (B) if the Delayed Draw Funding Date shall occur, the aggregate principal amount of Delayed Draw Term Loans made on the Delayed Draw Funding Date:

SECTION 2.11. Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to the requirements of this Section.

SECTION 2.12. Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of each Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the last Business Day of each March, June, September and December and on the date on which such Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).

SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

SECTION 2.14. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

SECTION 2.15. Increased Costs. (a) If any Change in Law shall:

SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan or Term Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(f) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then,

in any such event, the Borrower shall compensate each Lender for the loss (other than loss of margin or anticipated profit), cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.17. Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, a Lender or an Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 12:00 noon, New York City time), on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, except payments to be made directly to an Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17

and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in dollars.

SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

SECTION 2.20. Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), (a) at any time prior to the Term Loan Maturity Date, request to add additional term loans (the “Incremental Term Loans”) in minimum principal amounts of $25,000,000 and (b) at any time prior to the Revolving Maturity Date, request to add additional revolving commitments (the “Incremental Revolving Commitments” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) in minimum principal amounts of $25,000,000; provided that immediately prior to and after giving effect to any Incremental Facility Amendment (as defined below), (a) no Default has occurred or is continuing or shall result therefrom and (b) on a Pro Forma Basis, as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, (i) the Borrower shall be in compliance with the covenants contained in Sections 6.12 and 6.13 and (ii) the Net Senior Secured Leverage Ratio shall be less than 2.50 to 1.00. The Incremental Extensions of Credit (a) shall (i) in the case of Incremental Term Loans, be in an aggregate principal amount not exceeding $100,000,000 and (ii) in the case of Incremental Revolving Commitments, be in an aggregate principal amount not exceeding $50,000,000, (b) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans or the Revolving Loans, as the case may be, and (c) other than amortization, pricing and maturity date, shall have the same terms as the Term Loans or Revolving Commitments, as applicable, as in effect immediately prior to the effectiveness of the applicable Incremental Facility Amendment (the “Existing Extensions of Credit”); provided that (i) if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit) relating to any Incremental Extension of Credit exceeds the Applicable Rate relating to the analogous Existing Extensions of Credit by more than 0.25%, the Applicable Rate relating to the analogous Existing Extensions of Credit shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit) relating to the applicable Incremental Extensions of Credit minus 0.25%, (ii) the Incremental Extensions of Credit in the form of Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date and Incremental Extensions of Credit in the form of Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Maturity Date and (iii) the

Incremental Extensions of Credit in the form of Incremental Term Loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Existing Extensions of Credit that are Term Loans. No Lender shall be obligated to provide any Incremental Extension of Credit unless it so agrees. Any additional bank, financial institution, Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution, Lender or other Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted or required by this Section 2.20, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall be Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.20 (including voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.03 (it being understood that all references to “the date of such Borrowing” in such Section 4.03 shall be deemed to refer to the Incremental Facility Closing Date). The proceeds of the Incremental Extensions of Credit shall be used to make Permitted Acquisitions, to repay outstanding Revolving Loans or for general corporate purposes.

SECTION 3.01. Organization; Powers. Each of Holdings, the Borrower and the Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to own or lease its properties and to carry on its business as currently conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 3.02. Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary corporate or company and, if required, stockholder or

member action. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan Party (as the case may be), enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any material applicable law or regulation or the charter, by-laws or other organizational documents of Holdings, the Borrower or any Subsidiary or any material order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon Holdings, the Borrower or any Subsidiary or its assets, or give rise to a right thereunder to require any payment to be made to Holdings, the Borrower or any of the Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any of the Subsidiaries, except Liens created under the Loan Documents.

SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheets as of December 31, 2004 and December 30, 2005, (ii) its consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended December 26, 2003, December 31, 2004 and December 30, 2005, in the case of clauses (i) and (ii), reported on by Deloitte & Touche LLP, independent public accountants, and (iii) its consolidated balance sheet and consolidated statements of income, stockholders’ equity and cash flows as of and for the fiscal quarter and three-month period ended March 31, 2006 (and the comparable period for the prior fiscal year), as reviewed by Deloitte & Touche LLP, independent public accountants, in accordance with Statement on Auditing Standards No. 100 and certified by the chief financial officer of the Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and the Subsidiaries, on a consolidated basis, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (iii) above.

SECTION 3.05. Properties. (a) Each of Holdings, the Borrower and the Subsidiaries has good title to, or valid leasehold interests in, all the real and personal property material to its business (including its Mortgaged Properties), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

SECTION 3.06. Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse

Effect (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents or the Transactions.

SECTION 3.07. Compliance with Laws and Agreements. Each of Holdings, the Borrower and the Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

SECTION 3.08. Investment and Holding Company Status. None of Holdings, the Borrower or any of the Subsidiaries is (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

SECTION 3.09. Taxes. Each of Holdings, the Borrower and the Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which Holdings, the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves to the extent required by GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to result, could reasonably be expected to result in an unsatisfied liability of Holdings, the Borrower and the Subsidiaries in an aggregate amount exceeding $5,000,000 for all periods. The present value of all accumulated benefit obligations under all Plans (based on the assumptions used by such Plan for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan by an amount greater than $5,000,000. The minimum funding standards of ERISA and the Code with respect to each Plan have been satisfied.

SECTION 3.11. Disclosure. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which Holdings, the

Borrower or any of the Subsidiaries is subject, and all other matters known to any of them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, Holdings and the Borrower represent only that such information was prepared in good faith based upon assumptions believed by it to be reasonable at the time.

SECTION 3.12. Subsidiaries. Holdings does not have any subsidiaries other than the Borrower and the Subsidiaries. Schedule 3.12 sets forth the name of, and the ownership interest of the Borrower in, each Subsidiary and identifies each Subsidiary that is a Subsidiary Loan Party, in each case as of the Effective Date.

SECTION 3.13. Insurance. Schedule 3.13 sets forth a description of all insurance maintained by or on behalf of Holdings, the Borrower and the Subsidiaries as of the Effective Date. As of the Effective Date and the Delayed Draw Funding Date, all premiums in respect of such insurance have been paid. The Borrower believes that the insurance maintained by or on behalf of Holdings, the Borrower and the Subsidiaries is adequate.

SECTION 3.14. Labor Matters. As of the Effective Date and the Delayed Draw Funding Date, there are no strikes, lockouts or slowdowns against Holdings, the Borrower or any Subsidiary pending or, to the knowledge of the Borrower, threatened. The hours worked by and payments made to employees of Holdings, the Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters. All payments due from Holdings, the Borrower or any Subsidiary, or for which any claim may be made against Holdings, the Borrower or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of Holdings, the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which Holdings, the Borrower or any Subsidiary is bound.

SECTION 3.15. Solvency. Immediately after (1) the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans and (2) the consummation of the Transactions to occur on the Delayed Draw Funding Date and immediately following the making of each Loan made on the Delayed Draw Funding Date and after giving effect to the application of the proceeds of such Loans, in the case of each of clauses (1) and (2) above, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities,

subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is currently conducted and is proposed to be conducted following the Effective Date or the Delayed Draw Funding Date, as applicable.

SECTION 3.16. Senior Indebtedness; Designated Senior Indebtedness. The Obligations constitute “Senior Indebtedness” and “Designated Senior Indebtedness” under and as defined in the Senior Subordinated Debt Documents and the Subordinated Promissory Note (and to the extent any Additional Senior Subordinated Notes are issued, the documents governing the Additional Senior Subordinated Notes).

SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans and of an Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

SECTION 4.02. Delayed Draw Funding Date. The obligations of the Lenders to make the Delayed Draw Term Loans pursuant to Section 2.01(a)(ii) shall not become effective until (x) the Effective Date has occurred and (y) the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

SECTION 4.03. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:

SECTION 5.01. Financial Statements and Other Information. Holdings and the Borrower will furnish to the Administrative Agent and each Lender through the Administrative Agent:

SECTION 5.02. Notices of Material Events. Holdings and the Borrower will furnish to the Administrative Agent and each Lender through the Administrative Agent prompt written notice of the following:

SECTION 5.03. Information Regarding Collateral. (a) Holdings and the Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s name, (ii) in the jurisdiction of incorporation or organization of any Loan Party, (iii) in any office in which any Loan Party maintains books or records relating to Collateral owned by it, or (iv) in any Loan Party’s organizational identification number. Holdings and the Borrower also agree to promptly provide the Administrative Agent with certified organizational documents reflecting any of the changes described in the preceding sentence. Holdings and the Borrower agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent, for the benefit of the Lenders, to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.

SECTION 5.04. Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each of the Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

SECTION 5.05. Payment of Obligations. Each of Holdings and the Borrower will, and will cause each of the Subsidiaries to, pay its Material Indebtedness and other material obligations, including Tax liabilities, on or before the time that the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto to the extent required by GAAP, (c) such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.06. Maintenance of Properties. Each of Holdings and the Borrower will, and will cause each of the Subsidiaries to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

SECTION 5.07. Insurance. Each of Holdings and the Borrower will, and will cause each of the Subsidiaries to, maintain, with financially sound and reputable insurance companies (a) insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required to be maintained pursuant to the Security Documents. The Borrower will furnish to the Administrative Agent, promptly following its request, information in reasonable detail as to the insurance so maintained.

SECTION 5.08. Casualty and Condemnation. The Borrower (a) will furnish to the Administrative Agent and each Lender, through the Administrative Agent, prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of the Security Documents.

SECTION 5.09. Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each of the Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each of Holdings and the Borrower will, and will cause each of the Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties during normal business hours, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.

SECTION 5.10. Compliance with Laws. Each of Holdings and the Borrower will, and will cause each of the Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, including Environmental Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.11. Use of Proceeds and Letters of Credit. The proceeds of the Term Loans, together with cash on hand and the proceeds of the issuance of the Senior Subordinated Notes, will be used only for the payment of (a) all outstanding indebtedness of the Borrower and its Subsidiaries under the Existing Credit Agreement, (b) the AmSan Acquisition Consideration, (c) the consideration payable in connection with the Debt Tender Offer and (d) fees and expenses in connection with the foregoing. The proceeds of the Revolving Loans will be used only for general corporate purposes in the ordinary course of the Borrower’s business, including Permitted Acquisitions; provided that no more than $70,000,000 (plus the amount of any Incremental Revolving Commitments) of Revolving Loans may be used to effect Permitted Acquisitions as provided in Section 6.04(a). The proceeds of the Swingline Loans will be used only for general corporate purposes in the ordinary course of the Borrower’s business. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only for general corporate purposes.

SECTION 5.12. Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the Effective Date, the Borrower will, within three Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Lenders (through the Administrative Agent) thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Subsidiary Loan Party) and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party (except for Equity Interests in any Foreign Subsidiary other than up to 65% of the outstanding voting Equity Interests and 100% of the nonvoting Equity Interests of a Foreign Subsidiary that is owned directly by a Loan Party) and cause a completed supplement to the Perfection Certificate, dated as of the date on which the Collateral and Guarantee Requirement is satisfied with respect to such Subsidiary, containing all information with respect to such Subsidiary as would be required in the Perfection Certificate with respect to a Grantor (as defined therein), or otherwise in form and substance satisfactory to the Administrative Agent, and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, to be delivered to the Administrative Agent.

SECTION 5.13. Further Assurances. (a) Each of Holdings and the Borrower will, and will cause each Subsidiary Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain

satisfied, all at the expense of the Loan Parties. The Borrower also agrees to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

SECTION 6.01. Indebtedness; Certain Equity Securities. (a) Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

SECTION 6.02. Liens. Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

SECTION 6.03. Fundamental Changes. (a) Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) the Borrower may merge with and into Holdings, (ii) any Person may merge into the Borrower in a transaction in which the surviving entity is a Person organized or existing under the laws of the United States of America, any State thereof or the District of Columbia and, if such surviving entity is not the Borrower, such Person expressly assumes, in writing, all of the obligations of the

Borrower under the Loan Documents, (iii) any Person may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and, if any party to such merger is a Subsidiary Loan Party, is a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings or the Borrower will, nor will they permit any of the Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:

SECTION 6.05. Asset Sales. Neither Holdings nor the Borrower will, nor will they permit any of the Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will Holdings or the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:

SECTION 6.06. Sale and Leaseback Transactions. Neither Holdings nor the Borrower will, and nor will they permit any of the Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for (a) any such sale of any fixed or capital assets that is made for cash consideration in an amount not less than the cost of such fixed or capital asset and is consummated within 90 days after Holdings, the Borrower or such Subsidiary acquires or completes the construction of such fixed or capital asset and (b) any transaction involving the Specified Properties.

SECTION 6.07. Swap Agreements. Neither Holdings nor the Borrower will, and nor will they permit any of the Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which Holdings, the Borrower or any Subsidiary has actual exposure (other than those in respect of Equity Interests of Holdings, the Borrower or any of the Subsidiaries) and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of Holdings, the Borrower or any Subsidiary.

SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness. (a) The Borrower will not, nor will it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each of Holdings and the Borrower may declare and pay dividends with respect to its common stock, payable solely in additional shares of its common stock, and Holdings may declare and pay dividends with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments to Holdings to permit Holdings to make payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings, the Borrower and the Subsidiaries in an aggregate amount not to exceed $7,500,000 during any fiscal year, (iv) Holdings may (A) redeem the Qualified Preferred Stock pursuant to a conversion into common stock of Holdings and (B) make any Restricted Payments in connection with such conversion, in each case, in accordance with the terms of the Qualified Preferred Stock (v) the Borrower may make Restricted Payments to Holdings at such times and in such amounts (A) not exceeding $3,000,000 during any fiscal year, as shall be necessary to permit Holdings to discharge its corporate overhead (including franchise taxes and directors fees) and other permitted liabilities and to make payments permitted by Section 6.09 and (B) as shall be necessary to pay any taxes that are due and payable by Holdings as part of a consolidated group that includes the Borrower, to the extent that such taxes relate to the operations of the Borrower and the Subsidiaries, (vi) so long as no

Default shall have occurred and be continuing or would result therefrom, Holdings may repurchase, redeem or retire its outstanding Equity Interests or make other Restricted Payments (and the Borrower may make Restricted Payments the proceeds of which are to be used by Holdings to effect such repurchases, redemptions or retirements or to redeem or repurchase Existing Senior Subordinated Notes or Senior Subordinated Notes) in an aggregate amount not to exceed (A) in the event the Net Leverage Ratio on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available is greater than or equal to 2.00 to 1.00, (x) $10,000,000 minus (y) the aggregate amount of Restricted Payments and payments relating to the Subordinated Debt previously made pursuant to this clause (vi), (B) in the event the Net Leverage Ratio on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available is less than 2.00 to 1.00 and greater than or equal to 1.50 to 1.00, (x) $25,000,000 minus (y) the aggregate amount of Restricted Payments and payments relating to the Subordinated Debt previously made pursuant to this clause (vi) and (C) in the event the Net Leverage Ratio on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available is less than 1.50 to 1.00, (x) $40,000,000 minus (y) the aggregate amount of Restricted Payments and payments relating to the Subordinated Debt previously made pursuant to this clause (vi) and (vii) so long as no Default shall have occurred and be continuing or would result therefrom, Holdings may make Restricted Payments (and the Borrower may make Restricted Payments the proceeds of which are used by Holdings to make such payments) in an aggregate amount not to exceed $2,000,000 during any fiscal year.

SECTION 6.09. Transactions with Affiliates. Except as set forth on Schedule 6.09, neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business that are at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and the Subsidiary Loan Parties not involving any other Affiliate, (c) any investment permitted by Sections 6.04(d)(ii), (e), (f), (m) or (n) or any Restricted Payment permitted by Section 6.08, (d) customary

compensation and reimbursement of expenses of officers and directors of any Loan Party, including the issuance of Equity Interests of Holdings, in each case in the ordinary course of business and (e) any sale or disposition of inventory by the Borrower or any Subsidiary to wholly owned Foreign Subsidiaries in the ordinary course of business, at a price not less than the cost of such inventory.

SECTION 6.10. Restrictive Agreements. Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Senior Subordinated Debt Document, or the terms of any Additional Senior Subordinated Notes (to the extent such restrictions or conditions are no more restrictive than those with respect to Senior Subordinated Notes), (ii) the foregoing shall not apply to restrictions and conditions existing on or about the date hereof and identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof.

SECTION 6.11. Amendment of Material Documents. Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, amend, modify or waive any of its rights under (a) any Senior Subordinated Debt Document, (b) the Subordinated Promissory Note, (c) its certificate of incorporation, by-laws or other organizational documents (other than to change its name) or (d) the terms of any Additional Senior Subordinated Notes, except for such amendments, modifications or waivers that could not be reasonably expected to effect any change materially adverse to the interests and rights of the Administrative Agent or the Lenders under any Loan Document.

SECTION 6.12. Interest Expense Coverage Ratio. The Borrower will not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Cash Interest Expense, in each case on the last day of any period of four consecutive fiscal quarters ending on or about any date set forth below, to be less than the ratio set forth below opposite such period:

SECTION 6.13. Net Leverage Ratio. The Borrower will not permit the Net Leverage Ratio as of the last day of any fiscal quarter ending on or about any date set forth below to exceed the ratio set forth opposite such period:

SECTION 6.14. Maximum Capital Expenditures. (a) The Borrower will not, nor will it permit any Subsidiary to, incur or make any Capital Expenditures during any fiscal year in an amount exceeding (i) 2.5% of Net Sales for such fiscal year, plus (ii) Retained Excess Cash Flow for the immediately prior fiscal year (to the extent such Retained Excess Cash Flow has not been applied previously to repurchase Subordinated Debt, make Permitted Acquisitions or make Capital Expenditures).

SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.

SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents and their respective Affiliates (including expenses incurred in connection with due diligence), including the reasonable fees, charges and disbursements of counsel for the Agents, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any

counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any such attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, any Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding

and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The applicable Lender shall notify the Borrower and the Administrative Agent of such setoff or application; provided that any failure to give or delay in giving such notice shall not affect the validity of any such setoff or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12. Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees, trustees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than Holdings or the Borrower; provided that such source is not actually known by such disclosing party to be bound by an agreement containing provisions substantially the same as those of this Section. For the purposes of this Section, “Information” means all information received from Holdings and the Borrower relating to Holdings or the Borrower or their business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by Holdings or the Borrower; provided that, in the case of information received from Holdings or the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.14. USA Patriot Act. Each Lender hereby notifies the Borrower that, pursuant to the requirements of the USA 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 USA Patriot Act.

(a) The enforceability of the Documents may be: (i) subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally; (ii) subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity); and (iii) subject to the qualification that certain remedial provisions of the Collateral Agreement are or may be unenforceable in whole or in part under the laws of the State of New York, but the inclusion of such provisions does not make the remedies afforded by the Collateral Agreement inadequate for the practical realization of the rights and benefits purported to be provided by the Collateral Agreement except for the economic consequences resulting from any delay imposed by, or any procedure required by, applicable New York laws, rules, regulations and court decisions and by constitutional requirements in and of the State of New York.

(b) We express no opinion as to: (i) the enforceability of any provisions in the Collateral Agreement purporting to preserve and maintain the liability of any Delaware Subsidiary under the Collateral Agreement despite the fact that the guarantied debt is unenforceable due to illegality; (ii) the enforceability of any provisions

contained in the Documents that purport to establish (or may be construed to establish) evidentiary standards; (iii) the enforceability of any provisions contained in the Collateral Agreement that constitute waivers which are prohibited under Section 9-602 of the NY-UCC; or (iv) the enforceability of forum selection clauses in the federal courts.

(c) With respect to paragraphs 7, 8, and 9, above, we express no opinion as to: (i) any Principal Party’s right, title or interest in or to any Collateral; (ii) the perfection and effect of perfection or non-perfection of a security interest in the Collateral to the extent subject to any laws other than the laws of the State of New York, in the case of paragraph 8 above, the DE-UCC or in the case of paragraph 9 above, federal law; (iii) the perfection of security interests in fixtures, as-extracted collateral, timber to be cut and ownership interests in real property cooperative organizations; or (iv) the creation, validity, perfection, priority or enforceability of any security interest sought to be created in any items of property to the extent that a security interest in them is excluded from the coverage of Article 9 of the NY-UCC or the DE-UCC, except as set forth in paragraph 9 above. With respect to paragraph 9 above, we express no opinion as to the validity, priority or enforceability of the trademarks and patents that comprise the IP Collateral. In addition, (x) except as specifically set forth in paragraphs 7, 8, and 9 above, we express no opinion as to the perfection of any security interest and (y) except as specifically set forth in paragraph 7 above, we express no opinion as to the priority of any security interest.

(d) We wish to point out that in the case of proceeds (as defined in Article 9 of the NY-UCC or the DE-UCC), the continuation of perfection of

any security interest in them is limited to the extent set forth in Section 9-315 of the NY-UCC or the DE-UCC, as applicable.

(e) We call to your attention the fact that (i) Article 9 of the DE-UCC requires the filing of continuation statements within the period of six months prior to the expiration of each five year period from the date of the original filing of financing statements in order to maintain the effectiveness of the filings referred to in this opinion, and (ii) additional filings may be necessary if any of the Delaware Parties changes its name, identity or corporate structure or the jurisdiction in which it is organized.

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(b) Subject to Section 2.14, each Revolving Borrowing and Term Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $2,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. Each Swingline Loan shall be in an amount that is an integral multiple of $250,000 and not less than $500,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten Eurodollar Borrowings outstanding. Notwithstanding anything to the contrary in this Section 2.02(c), an ABR Revolving Borrowing or Swingline Loan may be in an aggregate amount that is (i) equal to the entire unused balance of the total Revolving Commitments or (ii) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e).

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or Term Loan Maturity Date, as applicable.

(b) To request a Swingline Loan, the Borrower shall notify the Swingline Lender of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), amount of the requested Swingline Loan, and the wire transfer instructions for the

account of the Borrower to which proceeds of the Swingline Loan are to be disbursed. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the account of the Borrower specified in the notice (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 12:00 noon, New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank, except that the Issuing Banks in respect of Existing Letters of Credit shall not be required to issue additional Letters of Credit or renew or extend an Existing Letter of Credit unless agreed by them) to the applicable Issuing Bank (which may be any Issuing Bank selected by the Borrower if there is more than one Issuing Bank) and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $40,000,000 and (ii) the aggregate amount of the Lenders’ Revolving Exposures shall not exceed the total amount of the Lenders’ Revolving Commitments.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Maturity Date; provided that any standby Letter of Credit may contain customary automatic renewal provisions agreed upon by the Borrower and the applicable Issuing Bank pursuant to which the expiration date is automatically extended by a specific time period (but not to a date later than the date set forth in clause (ii) above)

unless the applicable Issuing Bank gives notice to the beneficiary of such Letter of Credit at least 60 days prior to the expiration date of such Letter of Credit.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 3:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 3:00 p.m., New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following

receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such applicable Issuing Bank, then to such Lenders and the applicable Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the applicable Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of any Issuing Bank; provided that the foregoing shall not be construed to excuse the applicable Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or wilful misconduct on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. An Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The applicable Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the applicable Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement in accordance with Section 2.05(e).

(h) Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Issuing Banks. Any Issuing Bank may be terminated, and any existing Revolving Lender may become an Issuing Bank, in each case at any time by written agreement among the Borrower, the Administrative Agent and the terminated Issuing Bank or additional Issuing Bank (as applicable). The Administrative Agent shall notify the Lenders of any such additional Issuing Bank. At the time any such termination shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the terminated Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such addition of an Issuing Bank, the additional Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it. After the termination of an Issuing Bank hereunder, the terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such termination, but shall not be required to issue additional Letters of Credit.

(j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposures representing greater than 50% of the total LC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposures as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower

described in clause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposures representing greater than 50% of the total LC Exposures), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on

interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing as of the date of such Borrowing.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02 and paragraph (e) of this Section:

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $5,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the aggregate amount of the Lenders’ Revolving Exposures would exceed the total amount of the Lenders’ Revolving Commitments.

(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which shall promptly notify the Lenders, on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

(b) To the extent not previously paid, all Term Loans shall be due and payable on the Term Loan Maturity Date.

(c) Any prepayment of a Term Borrowing or an Incremental Extension of Credit that is a Term Loan shall be (i) in the case of prepayments made pursuant to

Section 2.11(a), allocated between the Term Borrowings and the Incremental Extensions of Credit that are Term Loans as directed by the Borrower and applied to reduce the remaining subsequent scheduled repayments of the Term Borrowings or Incremental Extensions of Credit that are Term Loans, as applicable, pursuant to this Section in direct order of maturity and (ii) in the case of prepayments made pursuant to Section 2.11(c), Section 2.11(d) or Section 6.01(a)(viii), allocated between the Term Borrowings and Incremental Extensions of Credit that are Term Loans ratably and applied (x) in the case of Term Borrowings, to reduce the subsequent scheduled repayments of the Term Borrowings to be made pursuant to this Section within such Class ratably and (y) in the case of Incremental Extensions of Credit, as agreed in the applicable Incremental Facility Amendment implementing such Incremental Extension of Credit.

(d) Prior to any repayment of any Term Borrowings or Incremental Extensions of Credit that are Term Loans hereunder, the Borrower shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 11:00 a.m., New York City time, (i) three Business Days before the scheduled date of such repayment in the case of Eurodollar Borrowings or (ii) one Business Day before the scheduled date of repayment in the case of ABR Borrowings. Each repayment of a Borrowing shall be applied ratably to the Loans included in the repaid Borrowing. Repayments of Term Borrowings shall be accompanied by accrued interest on the amount repaid.

(b) In the event and on such occasion that the aggregate amount of the Lenders’ Revolving Exposures exceeds the total amount of the Lenders’ Revolving Commitments, the Borrower shall prepay Revolving Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(j)) in an aggregate amount equal to such excess.

(c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall, within three Business Days after such Net Proceeds are received, prepay Term Borrowings and Incremental Extensions of Credit that are Term Loans in an aggregate amount equal to 100% of such Net Proceeds; provided that, in the case of any event described in clauses (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Borrower and the Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 360 days after receipt of such Net Proceeds, to acquire real property, equipment or other tangible assets to be used in the business of the Borrower and the Subsidiaries, and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any

such Net Proceeds therefrom that have not been so applied or committed to be applied pursuant to a bona fide contract by the end of such 360-day period, at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied.

(d) Commencing with the fiscal year ending December 28, 2007, the Borrower shall prepay Term Borrowings and Incremental Extensions of Credit that are Term Loans in an aggregate amount equal to (i) the excess of (A) 50% of Excess Cash Flow over (B) prepayments of Term Loans and Incremental Extensions of Credit under Section 2.11(a) during such fiscal year, for any fiscal year for which the Net Leverage Ratio at the end of such fiscal year is greater than or equal to 4.00 to 1.00, (ii) the excess of (A) 25% of Excess Cash Flow over (B) prepayments of Term Loans and Incremental Extensions of Credit under Section 2.11(a) during such fiscal year, for any fiscal year for which the Net Leverage Ratio at the end of such fiscal year is greater than or equal to 3.25 to 1.00 and less than 4.00 to 1.00 and (iii) 0% of Excess Cash Flow for any fiscal year for which the Net Leverage Ratio at the end of such fiscal year is less than 3.25 to 1.00. Each prepayment pursuant to this paragraph shall be made on or before the date on which financial statements are delivered pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event within 90 days after the end of such fiscal year).

(e) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (f) of this Section.

(f) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing; provided that prepayments of Revolving

Borrowings shall be deemed to be applied first, to Revolving Borrowings used for purposes other than to finance Permitted Acquisitions and second, to Revolving Borrowings used to finance Permitted Acquisitions. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

(g) All voluntary prepayments of the Term Loans effected on or prior to the first anniversary of the Effective Date with the proceeds of a substantially concurrent issuance or incurrence of new term loans under this Agreement, as amended, amended and restated, supplemented, waived or otherwise modified from time to time (excluding a refinancing of all the facilities outstanding under this Agreement in connection with another transaction not permitted by this Agreement (as determined prior to giving effect to any amendment or waiver of this Agreement being adopted in connection with such transaction)), shall be accompanied by a prepayment fee equal to 1.00% of the aggregate amount of such prepayments if the Applicable Rate (or similar interest rate spread) applicable to such new term loans is or, upon the satisfaction of certain conditions, could be less than the Applicable Rate applicable to the Term Loans on the Effective Date.

(b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the applicable Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the applicable Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or

extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees shall be payable on the last Business Day of each March, June, September and December, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Revolving Loans as provided in paragraph (a) of this Section.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the

end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

(b) If any Lender or any Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender or an Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrower shall indemnify the Administrative Agent, each Lender and each Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest error.

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

(e) Each Foreign Lender shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate, pursuant to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement.

(f) If the Administrative Agent or a Lender determines, in its sole good faith discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.17, it shall upon such determination pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c) If any Lender shall, by exercising any right of set-off or counterclaim or by taking a credit against the purchase price payable in respect of Collateral pursuant to Section 5.01 of the Collateral Agreement or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans, Term Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

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

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b), 2.18(d) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

(b) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, each Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received

payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

(b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of March 31, 2006, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Borrower to be reasonable), (ii) is based on the best information available to the Borrower after due

inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of the Borrower and the Subsidiaries, on a consolidated basis, as of March 31, 2006, as if the Transactions had occurred on such date.

(c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of Holdings, the Borrower or the Subsidiaries has, as of the Effective Date and the Delayed Draw Funding Date, any material contingent liabilities, unusual long-term commitments or unrealized losses.

(d) Since December 30, 2005, there has been no material adverse change in the condition (financial or otherwise), assets, operations or business of Holdings, the Borrower and the Subsidiaries, taken as a whole.

(b) Each of Holdings, the Borrower and the Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and, to the knowledge of Holdings or the Borrower, the use thereof by Holdings, the Borrower and the Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(c) Schedule 3.05 sets forth the address of each real property that is owned or leased by Holdings, the Borrower or any of the Subsidiaries as of the Effective Date after giving effect to the Transactions.

(d) As of the Effective Date, none of Holdings, the Borrower or any of the Subsidiaries has received notice of, or has knowledge of, any pending or contemplated condemnation proceeding affecting any Mortgaged Property or any Specified Property or any sale or disposition thereof in lieu of condemnation. Neither any Mortgaged Property or any Specified Property nor any interest therein is subject to any right of first refusal, option or other contractual right to purchase such Mortgaged Property or Specified Property or interest therein.

(b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Borrower or any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each of (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, substantially in the form of Exhibit D-1, and (ii) Dechert LLP, substantially in the form of Exhibit D-2. The Borrower hereby requests such counsel to deliver such opinions.

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03.

(e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.

(f) The Collateral and Guarantee Requirement shall have been satisfied, and the Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released.

(g) The Administrative Agent shall have received evidence that the insurance required by Section 5.07 and the Security Documents is in effect.

(h) The Borrower shall have received gross cash proceeds of not less than $175,000,000 from the issuance of the Senior Subordinated Notes. The Administrative Agent shall have received copies of the Senior Subordinated Debt Documents, certified by a Financial Officer as complete and correct.

(i) The Lenders shall have received a pro forma consolidated capitalization table of the Borrower as of March 31, 2006 reflecting all pro forma adjustments as if the Transactions had been consummated on such date, and such pro forma consolidated capitalization table shall be consistent in all material respects with the forecasts and other information previously provided to the Lenders. After giving effect to the Transactions, neither the Borrower nor any of the Subsidiaries shall have outstanding any shares of preferred stock or any Indebtedness, other than (i) Indebtedness incurred under the Loan Documents, (ii) the Existing Senior Subordinated Notes, (iii) Existing Preferred Stock, (iv) the Senior Subordinated Notes and (v) Indebtedness permitted pursuant to Section 6.01(a)(iv), (v), (vi) or (vii).

(j) The Existing Credit Agreement shall have been terminated (except with respect to those provisions which survive such termination pursuant to the terms of the Existing Credit Agreement), and all loans, interest and other amounts accrued or owing thereunder shall have been repaid in full and all liens granted in respect thereof shall have been released and the terms and conditions of any such release shall be reasonably satisfactory to the Administrative Agent. The Administrative Agent shall

have received a payoff and release letter in form and substance reasonably satisfactory to the Administrative Agent from Credit Suisse.

(k) The Borrower shall have consummated the Debt Tender Offer.

(a) The AmSan Acquisition shall have been consummated in accordance with applicable law and the Securities Purchase Agreement in all material respects substantially simultaneously with the making of the Delayed Draw Term Loans. No material provision of the Securities Purchase Agreement shall have been waived, amended, supplemented or otherwise modified in any respect materially adverse to the Lenders without the consent of the Administrative Agent.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Delayed Draw Funding Date) of each of (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, and (ii) Dechert LLP, and, in the case of each such opinion required by this paragraph, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.

(c) The Administrative Agent shall have received a certificate, dated the Delayed Draw Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03.

(d) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Delayed Draw Funding Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.

(e) The requirements of Section 5.13 of this Agreement shall have been satisfied with respect to AmSan and its subsidiaries.

(a) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, except to the extent such representations and warranties expressly relate to an earlier or later date, as applicable; and

(b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;

(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date (as updated on the Delayed Draw Funding Date) or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period). Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule III to the Collateral Agreement all Intellectual Property (as defined in the Collateral Agreement) in existence on the date thereof and then not listed on such Schedule or previously so identified.

(b) If any material assets (including any owned real property or improvements thereon or any interest therein) are acquired by the Borrower or any Subsidiary Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Agreement that become subject to the Lien of the Collateral Agreement upon acquisition thereof), the Borrower will, within five Business Days after such material asset is acquired, notify the Administrative Agent and the Lenders (through the Administrative Agent) thereof, and, if requested by the Administrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Obligations and will take, and cause the Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section, all at the expense of the Loan Parties; provided that owned real property or improvements thereon acquired by the Borrower or any Subsidiary Loan Party after the Effective Date shall not be required to be subjected to a Lien securing the Obligations unless the book value or market value of such real property and improvements is greater than $5,000,000.

(b) Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, issue any preferred Equity Interests other than Qualified Preferred Stock issued to the Permitted Investors.

Notwithstanding anything herein to the contrary, the Borrower shall not permit to exist any Lien on any Specified Property prior to the date on which a Mortgage is granted on such Specified Property.

(b) The Borrower will not, and Holdings and the Borrower will not permit any of the Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and the Subsidiaries on the Effective Date and businesses reasonably related thereto.

(c) Glenwood Acquisition LLC will not engage in any business or activity other than the ownership of Equity Interests in Buyers Access and activities incidental thereto. Glenwood Acquisition LLC will not own or acquire any assets (other than Equity Interests in Buyers Access, cash and Permitted Investments) or incur any liabilities (other than liabilities under the Loan Documents, liabilities in respect of Guarantees permitted by Section 6.01, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities).

(d) Holdings will not engage in any business or activity, or own or acquire any assets or incur any liabilities, other than in connection with (i) the ownership of all the outstanding Equity Interests in the Borrower, (ii) the maintenance of its corporate existence as a public company, (iii) the consummation of the Transactions (including the payment of customary fees and expenses in connection therewith), (iv) the performance of its obligations under and in connection with the Loan Documents, (v) the consummation of any offering of its Equity Interests permitted under the terms of this Agreement (including the payment of customary fees and expenses in connection therewith), (vi) the ordinary course grant of common stock to employees and directors pursuant to the terms of any employee benefit or stock option plan; provided that, in the event of any merger of the Borrower and Holdings pursuant to clause (a) above, Holdings may engage in the activities permitted under clause (b) above and (vii) investments in its subsidiaries as permitted by Section 6.01 and Section 6.04.

(b) Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any Indebtedness, except:

(c) If, as a result of the receipt of any Net Proceeds by the Borrower or any Subsidiary in connection with any sale, transfer or other disposition pursuant to Section 6.05(c) or (g), the Borrower would be required by the terms of the Senior Subordinated Debt Documents or the terms of any Additional Senior Subordinated Notes to redeem or repurchase (or to make an offer to redeem or repurchase) any Existing Senior Subordinated Notes, Senior Subordinated Notes or Additional Senior Subordinated Notes, then the Borrower shall, or shall cause one or more of its Subsidiaries to, (i) prepay Term Loans in accordance with Section 2.11 as if such sale, transfer or disposition constituted a “Prepayment Event” or (ii) acquire real property, equipment or other tangible assets, in each case in a manner that will eliminate any requirement to redeem or repurchase (or to make an offer to redeem or repurchase) such Existing Senior Subordinated Notes, Senior Subordinated Notes and Additional Senior Subordinated Notes. Any such prepayment or acquisition pursuant to this clause (c) shall be made prior to the first day on which the Borrower would be required to redeem or repurchase (or commence an offer to redeem or repurchase) Existing Senior Subordinated Notes, Senior Subordinated Notes or Additional Senior Subordinated Notes under the Senior Subordinated Debt Documents or the terms of any such Additional Senior Subordinated Notes, as applicable.

(b) The amount of any Capital Expenditures permitted to be made in respect of any fiscal year shall be increased by the unused amount of Capital Expenditures that were permitted to be made during the immediately preceding fiscal year pursuant to Section 6.14(a). Capital Expenditures in any fiscal year shall be deemed to use, first, the amount for such fiscal year set forth in Section 6.14(a) and, second, any amount carried forward to such fiscal year pursuant to this Section 6.14(b).

(c) In addition to the Capital Expenditures permitted pursuant to the preceding paragraphs (a) and (b), the Borrower and the Subsidiaries may make additional Capital Expenditures with the Net Proceeds from the issuance of Equity Interests of Holdings (other than the Initial Public Offering) during the period of four consecutive fiscal quarters ended immediately prior to the date of such Capital Expenditure (to the extent not previously applied to repurchase Subordinated Debt, to make Permitted Acquisitions, to make Capital Expenditures or to make investments under Section 6.04 (m)).

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the Administrative Agent. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

(b) Except as provided in Section 2.20 with respect to an Incremental Facility Amendment, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the

Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees (including the prepayment fee set forth in Section 2.11(g)) payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the maturity of any Loan, or any scheduled date of payment of the principal amount of any Term Loan under Section 2.10, or the required date of reimbursement of any LC Disbursement, or any date for the payment of any interest or fees (including the prepayment fee set forth in Section 2.11(g)) payable hereunder, or reduce the amount of, waive or excuse any such payment, postpone the scheduled date of expiration of any Commitment or permit the expiration date of any Letter of Credit to be after the fifth Business Day prior to the Revolving Maturity Date, without the written consent of each Lender affected thereby, (iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the percentage set forth in the definition of the term “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be), (vi) release Holdings or any Subsidiary Loan Party from its Guarantee under the Collateral Agreement (except as expressly provided in the Collateral Agreement), or limit its liability in respect of such Guarantee, without the written consent of each Lender, (vii) release all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly provided in the Collateral Agreement), without the written consent of each Lender, or (viii) change any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class; provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be, and (B) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Revolving Lenders (but not the Term Loan Lenders) or the Term Loan Lenders (but not the Revolving Lenders) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by Holdings, the Borrower, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Banks and the Swingline Lender) if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment

becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement. In connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”) requiring the consent of all affected Lenders, if the consent of the Required Lenders to such Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 9.02(b) being referred to as a “Non-Consenting Lender”), then, so long as the Lender that is acting as the Administrative Agent is not a Non-Consenting Lender, at the Borrower’s request, any assignee that is acceptable to the Administrative Agent shall have the right, with the Administrative Agent’s consent, to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Borrower’s request, sell and assign to such assignee, at no expense to such Non-Consenting Lender (including any processing and recordation fee as may be applicable pursuant to Section 9.04(b)(ii)(C)), all of the Commitments, Term Loans and Revolving Exposure of such Non-Consenting Lender for an amount equal to the principal balance of all Term Loans and Revolving Loans (and funded participations in Swingline Loans and unreimbursed LC Disbursements) held by such Non-Consenting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment and Assumption in accordance with Section 9.04(b).

(b) The Borrower shall indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of the Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or any Swingline Lender under paragraph (a) or (b) of this Section, (i) in the case of amounts required to be paid to the Administrative Agent, each Lender severally agrees to pay to the Administrative Agent such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount and (ii) in the case of amounts required to be paid to any Issuing Bank or any Swingline Lender, each Revolving Lender severally agrees to pay to the applicable Issuing Bank or applicable Swingline Lender, as the case may be, such Revolving Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the applicable Issuing Bank or the applicable Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time.

(d) To the extent permitted by applicable law, neither Holdings nor the Borrower shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable not later than three Business Days after written demand therefor.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it), with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(c) (i) Any Lender may, without the consent of the Borrower, the Administrative Agent, any Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its

Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.

(d) Any Lender may at any time pledge, assign or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge, assignment or grant to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge, assignment or grant of a security interest; provided that no such pledge, assignment or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee, assignee or grantee for such Lender as a party hereto.

(b) Each of Holdings and the Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, 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 such New York State or, to the 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 or any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against Holdings, the Borrower or their properties in the courts of any jurisdiction.

(c) Each of Holdings and the Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which 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 other Loan Document in any court referred to in paragraph (b) of this Section. 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.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

(i) whether the requested Borrowing is to be a Revolving Borrowing or a Term Borrowing;

(ii) the aggregate amount of such Borrowing;

(iii) the date of such Borrowing, which shall be a Business Day;

(iv) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(v) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that (A) in the case of any Eurodollar Borrowing that is an Initial Term Loan, the initial Interest Period shall be one month and (B) in the case of any Eurodollar Borrowing that is a Delayed Draw Term Loan, the initial Interest Period shall be determined by the Administrative Agent in consultation with the Borrower;

(vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06; and

(vii) in the case of a Revolving Borrowing, whether all or a portion of the proceeds of such Borrowing will be used to finance Permitted Acquisitions and, after giving effect to such Borrowing, the aggregate principal amount of outstanding Revolving Loans used to finance Permitted Acquisitions (which shall be determined as set forth in Section 2.11(f)).

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement to the extent reflected in the Adjusted LIBO Rate) or any Issuing Bank; or

(ii) impose on any Lender or any Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein;

(i) Indebtedness created under the Loan Documents;

(ii) in the case of the Borrower, the Existing Senior Subordinated Notes in an aggregate principal amount not to exceed (x) the aggregate principal amount of the Existing Senior Subordinated Notes outstanding immediately following consummation of the Debt Tender Offer less (y) the aggregate principal amount of Existing Senior Subordinated Notes redeemed, repurchased or retired pursuant to Section 6.08 (and extensions, renewals and replacements of any such Existing Senior Subordinated Notes that do not increase the outstanding principal amount thereof (plus accrued and unpaid interest thereon) or result in an earlier maturity date or decreased weighted average life thereof and that do not have terms less

favorable to the Lenders and the Borrower than the Existing Senior Subordinated Notes);

(iii) in the case of the Borrower, the Senior Subordinated Notes in an aggregate principal amount not to exceed (x) $200,000,000 less (y) the aggregate principal amount of Senior Subordinated Notes redeemed, repurchased or retired pursuant to Section 6.08 (and extensions, renewals and replacements of any such Senior Subordinated Notes that do not increase the outstanding principal amount thereof (plus accrued and unpaid interest thereon) or result in an earlier maturity date or decreased weighted average life thereof and that do not have terms less favorable to the Lenders and the Borrower than the Senior Subordinated Notes);

(iv) Indebtedness existing on the Effective Date (other than the Existing Senior Subordinated Notes and the Senior Subordinated Notes) and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof;

(v) Indebtedness of the Borrower to Holdings or any Subsidiary and of any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (A) Indebtedness of any Subsidiary that is not a Loan Party to the Borrower or any Subsidiary Loan Party shall be subject to Section 6.04 and (B) Indebtedness of the Borrower to any Subsidiary and Indebtedness of any Subsidiary Loan Party to any Subsidiary that is not a Subsidiary Loan Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;

(vi) Guarantees by Holdings, the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; provided that (A) the Indebtedness so guaranteed is permitted by this Section, (B) Guarantees by Holdings, the Borrower or any Subsidiary Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (C) the Subordinated Debt shall not be guaranteed by any Subsidiary that is not a Subsidiary Loan Party and any such Guarantee shall be subordinated to the Obligations of the applicable Subsidiary on the same terms as the Subordinated Debt is subordinated to its Obligations;

(vii) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations (other than Capital Lease Obligations incurred pursuant to clause (xi) of this Section 6.01(a)), and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; provided that (A) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of

Indebtedness permitted by this clause (vi) shall not exceed $20,000,000 at any time outstanding;

(viii) (A) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that (1) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (2) the aggregate principal amount of Indebtedness permitted by this clause (viii) shall not exceed $30,000,000 at any time outstanding and (B) any refinancings, renewals and replacements of any such Indebtedness pursuant to the preceding clause (A) that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof;

(ix) in the case of the Borrower, (A) the Additional Senior Subordinated Notes; provided that the proceeds of such Additional Senior Subordinated Notes shall be used (1) if no Default has occurred and is continuing or would result therefrom, to finance a Permitted Acquisition pursuant to Section 6.04(a), (2) to repay Term Loans or (3) to repay Revolving Loans (but not to reduce Commitments) and (B) extensions, renewals and replacements of any such Additional Senior Subordinated Notes that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof and that do not have terms less favorable to the Lenders and the Borrower than the Additional Senior Subordinated Notes;

(x) [Intentionally Omitted.]

(xi) Indebtedness of the Borrower or any Subsidiary consisting of Capital Lease Obligations incurred in connection with the sale and leaseback transactions relating to the Specified Properties permitted by Section 6.06(b);

(xii) the Subordinated Promissory Note and any pledge of the Equity Interests of Buyers Access owned by Glenwood Acquisition LLC to secure the Subordinated Promissory Note;

(xiii) other unsecured Indebtedness in an aggregate principal amount not exceeding $30,000,000 at any time outstanding; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties permitted by this clause (xiii) shall not exceed $10,000,000 at any time outstanding; and

(xiv) letters of credit or bank guarantees (other than Letters of Credit issued pursuant to Section 2.05) having an aggregate face amount not in excess of $10,000,000.

(i) payment of Indebtedness created under the Loan Documents;

(ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness, other than payments in respect of the Subordinated Debt or the Subordinated Promissory Note prohibited by the subordination provisions thereof;

(iii) refinancings of Indebtedness to the extent permitted by Section 6.01;

(iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(v) [intentionally omitted]

(xx) xxxxxxxxxx, xxxxxxxxxx and retirement of Subordinated Debt (including any premium (if any) and accrued and unpaid interest thereon to the date of such redemption, repurchase or retirement) with the Net Proceeds of any issuance of Equity Interests of Holdings during the period of four consecutive fiscal quarters ended immediately prior to the date of such redemption, repurchase or retirement (to the extent not previously applied to repurchase Subordinated Debt, to make Permitted Acquisitions, to make Capital Expenditures or to make investments under Section 6.04 (m)); and

(vii) redemption, repurchase and retirement of Subordinated Debt (including any premium (if any) and accrued and unpaid interest thereon to the date of such redemption or repurchase), at any time during any fiscal year in an aggregate amount equal to (A) $25,000,000, plus (B) Retained Excess Cash Flow for the previous fiscal year (to the extent such Retained Excess Cash Flow has not been applied previously to make Permitted Acquisitions, to repurchase Subordinated Debt or to make Capital Expenditures) plus (C) the amount of payments permitted to be made under Section 6.08(a)(vi).

(i) if to the Borrower, to it at 000 X. Xxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, Attention of Xxx Xxxxxxxxxxx, Chief Financial Officer (Telecopy No. (000) 000-0000), with a copy to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention of Xxxx Xxxxxxxx (Telecopy No. (000) 000-0000;

(ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 0000 Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx 00000, Attention of Xxxxxx Xxxxxxx, Loan and Agency Services (Telecopy No. (000) 000-0000), with a copy to JPMorgan Chase Bank, N.A., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention of Xxxx Xxxxxx (Telecopy No. (000) 000-0000);

(iii) if to an Issuing Bank, to it at its address (or facsimile number set forth in its Administrative Questionnaire (unless such Issuing Bank has specified another address or facsimile number by notice to the Borrower and the Administrative Agent));

(iv) if to the Swingline Lender, to it at JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 0000 Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx 00000, Attention of Xxxxxx Xxxxxxx, Loan and Agency Services (Telecopy No. (000) 000-0000), with a copy to JPMorgan Chase Bank, N.A., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention of Xxxx Xxxxxx (Telecopy No. (000) 000-0000); and

(v) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

(a) within 90 days (or such shorter period as the SEC shall specify for the filing of annual reports on Form 10-K) after the end of each fiscal year of the Borrower, a copy of its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures as of the end of and for the previous fiscal year, all reported on by Deloitte and Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b) within 45 days (or such shorter period as the SEC shall specify for the filing of quarterly reports on Form 10-Q) after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that the foregoing shall not apply if the Borrower is required to file periodic reports pursuant to the Securities Exchange Act of 1934, as amended, and has filed a quarterly report on Form 10-Q with the SEC, which report shall be furnished to the Administrative Agent promptly following such filing;

(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating whether there has been compliance with Sections 6.12, 6.13 and 6.14 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Borrower’s audited financial statements referred to in Section 3.04 and, if any

such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default and, if such knowledge has been obtained, describing such Default (which certificate may be limited to the extent required by accounting rules or guidelines);

(e) within 120 days after the commencement of each fiscal year of the Borrower commencing with the fiscal year ending December 28, 2007, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget;

(f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SEC, or with any national securities exchange, as the case may be; and

(g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request.

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Holdings, the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in an unsatisfied liability of Holdings, the Borrower and the Subsidiaries in an aggregate amount exceeding $5,000,000; and

(d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

(a) Liens created under the Loan Documents;

(b) Permitted Encumbrances;

(c) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof (plus accrued and unpaid interest thereon);

(d) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (vi) of Section 6.01(a), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary;

(f) Liens that are contractual rights of set-off relating to deposit accounts in favor of banks and other depositary institutions in the ordinary course of business;

(g) Liens of a collection bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon;

(h) Liens disclosed on any title insurance policy in respect of a Mortgaged Property reasonably approved by the Administrative Agent or any Lien of any lessee reasonably approved by the Administrative Agent;

(i) any Lien arising out of the pledge of the Equity Interests owned by Glenwood Acquisition LLC in Buyers Access permitted by clause (xi) of Section 6.01(a);

(j) any interest or title of a lessor under any lease entered into by the Borrower and any Lien arising from precautionary Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to and covering only equipment leased in accordance with any Loan Document;

(k) Liens arising out of sale and leaseback transactions relating to the Specified Properties permitted by Section 6.06(b);

(l) Liens securing obligations in respect of trade-related letters of credit permitted under Section 6.01(xiii), which Liens shall cover only the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof; and

(m) Liens on inventory to secure trade accounts payable owed to General Electric Company and its affiliates in the ordinary course of business, provided that (a) such accounts payable are not overdue and, in any event, are paid within 8 Business Days after incurrence, (b) the aggregate amount of such accounts payable that are secured by such Liens and outstanding at any one time shall not exceed $10,000,000, (c) such Liens are created pursuant to arrangements in existence on December 17, 2004, or entered into after such date on terms no less favorable to the Borrower and the Subsidiaries than those in existence on such date and (d) the inventory subject to such Liens was manufactured by, or sold under a trade name or trademark used by, General Electric Company or its affiliates.

(a) Permitted Acquisitions and the AmSan Acquisition; provided that the aggregate cash consideration paid or required to be paid by the Borrower or a wholly owned Subsidiary in connection with each Permitted Acquisition does not exceed the sum of (A) Retained Excess Cash Flow for the fiscal year ended immediately prior to the date of such Permitted Acquisition (to the extent not previously applied to repurchase Subordinated Debt, to make Permitted Acquisitions or to make Capital Expenditures), plus (B) cash generated in the ordinary course of the business of the Borrower and the Subsidiaries, plus (C) the Net Proceeds from any issuance of Equity Interests of Holdings (other than in connection with the Initial Public Offering) during the period of four consecutive fiscal quarters ended immediately prior to the date of such Permitted Acquisition (to the extent not previously applied to repurchase Subordinated Debt, to make Permitted Acquisitions, to make Capital Expenditures or to make investments under Section 6.04(m)), plus (D) (i) borrowings under the Revolving Facility in an amount equal to (x) $70,000,000 (plus the amount of any Incremental Revolving Commitments), minus (y) the aggregate principal amount of Revolving Loans outstanding immediately prior to the date of such Permitted Acquisition the proceeds of which were applied previously to finance Permitted Acquisitions, plus (E) the proceeds from any Incremental Extensions of Credit (to the extent not previously applied to make Permitted Acquisitions or to prepay Revolving Loans), plus (F) in the event that, on a Pro Forma Basis as of the last day of most recently ended fiscal quarter of the Borrower for which financial statements are available, the Net Leverage Ratio is more than 0.25 below the maximum permitted Net Leverage Ratio as of the end of such fiscal quarter, as set forth in Section 6.13, the Net Proceeds of Additional Senior Subordinated Notes;

(b) Permitted Investments;

(c) investments existing on the date hereof and set forth on Schedule 6.04;

(d) investments by Holdings, the Borrower and the Subsidiaries in Equity Interests in their respective subsidiaries; provided that (i) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary or a Joint Venture referred to in the definition of the term “Collateral and Guarantee Requirement”) and (ii) the aggregate amount of investments by Loan Parties in, and loans and advances by Loan Parties to, and Guarantees by Loan Parties of Indebtedness of, Subsidiaries that are not Loan Parties (including all such investments, loans, advances and Guarantees existing on the Effective Date) shall not exceed $20,000,000 at any time outstanding;

(e) loans or advances made by Holdings or the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (d)(ii) above;

(f) Guarantees constituting Indebtedness permitted by Section 6.01; provided that (i) a Subsidiary shall not Guarantee the Subordinated Debt unless (A) such Subsidiary also has Guaranteed the Obligations pursuant to the Collateral Agreement and (B) such Guarantee of the Subordinated Debt is subordinated to such Guarantee of the Obligations on terms no less favorable to the Lenders than the subordination provisions of the Subordinated Debt and (ii) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (d)(ii) above;

(g) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

(h) receivables owing to the Borrower or a Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances;

(i) investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments;

(j) investments in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(k) loans or advances to employees made in the ordinary course of business of the Borrower or a Subsidiary not exceeding $1,000,000 in the aggregate outstanding at any one time;

(l) investments in the form of Swap Agreements permitted under Section 6.07;

(m) investments by the Borrower or any Subsidiary financed with the Net Proceeds from any issuance of Equity Interests of Holdings during the period of four consecutive fiscal quarters ended immediately prior to the date of such investment (to the extent not previously applied to repurchase Subordinated Debt, to make Permitted Acquisitions, to make Capital Expenditures or to make investments under this clause (m)); and

(n) other investments in an aggregate amount, as valued at cost at the time each such investment is made, not exceeding $30,000,000 in the aggregate for all such investments made from and after the Effective Date plus an amount equal to any repayments, interest, returns, profits, distributions, income and similar amounts actually received in cash in respect of any such investment (which

amount shall not exceed the amount of such investment valued at cost at the time such investment was made).

(a) sales, transfers and dispositions of inventory, used, obsolete, worn out or surplus equipment or property and Permitted Investments in the ordinary course of business;

(b) sales, transfers and dispositions to the Borrower or a Subsidiary; provided that any such sales, transfers or dispositions involving a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.09;

(c) sales, transfers and dispositions of the Specified Properties;

(d) sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof;

(e) sales, transfers and dispositions of investments permitted by Section 6.04(g);

(f) within 360 days after the consummation of a Permitted Acquisition, the sale, transfer or disposition of assets acquired in connection with such Permitted Acquisition and not required in the operation of the business of the Borrower or any of the Subsidiaries;

(g) sales, transfers and dispositions of Equity Interests in Buyers Access;

(h) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless 100% of such Subsidiary) that are not permitted by any other clause of this Section; provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (d) shall not exceed $5,000,000 during any fiscal year of the Borrower;

(i) sales, transfers and dispositions of individual or groups of related assets with a fair value of less than $1,000,000; provided that sales, transfers and dispositions of individual or groups of related assets pursuant to this clause (i) shall not exceed $10,000,000 in the aggregate during the term of this Agreement; and

(j) sales of a non-core line of business for a purchase price not to exceed $10,000,000; provided that sales of non-core lines of business pursuant to this clause (j) shall not exceed $25,000,000 in the aggregate during the term of this Agreement.

(a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;

(c) any representation or warranty made or deemed made by or on behalf of Holdings, the Borrower or any Subsidiary in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification

thereof or waiver thereunder, shall prove to have been incorrect in any material respect on or as of the date when made or deemed made;

(d) Holdings or the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.04 (with respect to the existence of Holdings and the Borrower) or 5.11 or in Article VI;

(e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender);

(f) Holdings, the Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable;

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of Holdings, the Borrower or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) Holdings, the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed

against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any formal action for the purpose of effecting any of the foregoing;

(j) Holdings, the Borrower or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) one or more judgments for the payment of money in an aggregate amount in excess of $15,000,000 shall be rendered against Holdings, the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Holdings, the Borrower or any Subsidiary to enforce any such judgment;

(l) an ERISA Event shall have occurred that, in the reasonable opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in an unsatisfied liability of Holdings, the Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,000 for all periods;

(m) (i) any Loan Document shall for any reason be asserted by Holdings, the Borrower or any Subsidiary Loan Party not to be a legal, valid and binding obligation of any party thereto; (ii) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document, except (A) as a result of the sale or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents or (B) as a result of the Administrative Agent’s failure to maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Collateral Agreement or (iii) the Guarantees pursuant to the Security Documents by the Subsidiary Loan Parties of any of the Obligations shall cease to be in full force and effect (other than in accordance with the terms hereof) or shall be asserted by any Subsidiary Loan Party not to be in effect or not to be legal, valid and binding obligations; or

(n) a Change in Control shall occur;

(ii) Assignments shall be subject to the following conditions:

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive in the absence of clearly demonstrable error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.17(e) as though it were a Lender.

Exhibit 4.2

EXECUTION COPY

CREDIT AGREEMENT

dated as of

June 23, 2006,

among

INTERLINE BRANDS, INC.,
a Delaware corporation,
as Holdings

INTERLINE BRANDS, INC.,
a New Jersey corporation
as Borrower,

The Lenders Party Hereto,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

XXXXXX COMMERCIAL PAPER INC.,

as Syndication Agent

and

CREDIT SUISSE
BANK OF AMERICA, N.A.
WACHOVIA BANK, NATIONAL ASSOCIATION
SUNTRUST BANK
as Co-Documentation Agents

X.X. XXXXXX SECURITIES INC.

and

XXXXXX BROTHERS INC.,

as Joint Bookrunners and Joint-Lead Arrangers

[CS&M Ref. 06701-292]

TABLE OF CONTENTS

		Page

ARTICLE I

Definitions

SECTION 1.01. Defined Terms		2
SECTION 1.02. Classification of Loans and Borrowings		27
SECTION 1.03. Terms Generally		27
SECTION 1.04. Accounting Terms; GAAP		28

ARTICLE II

The Credits

SECTION 2.01. Commitments		28
SECTION 2.02. Loans and Borrowings		28
SECTION 2.03. Requests for Borrowings		29
SECTION 2.04. Swingline Loans		30
SECTION 2.05. Letters of Credit		31
SECTION 2.06. Funding of Borrowings		36
SECTION 2.07. Interest Elections		37
SECTION 2.08. Termination and Reduction of Commitments		38
SECTION 2.09. Repayment of Loans; Evidence of Debt		38
SECTION 2.10. Amortization of Term Loans		39
SECTION 2.11. Prepayment of Loans		41
SECTION 2.12. Fees		43
SECTION 2.13. Interest		44
SECTION 2.14. Alternate Rate of Interest		45
SECTION 2.15. Increased Costs		45
SECTION 2.16. Break Funding Payments		46
SECTION 2.17. Taxes		47
SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs		48
SECTION 2.19. Mitigation Obligations; Replacement of Lenders		50
SECTION 2.20. Incremental Extensions of Credit		51

ARTICLE III

Representations and Warranties

SECTION 3.01. Organization; Powers		52

SECTION 3.02. Authorization; Enforceability		52
SECTION 3.03. Governmental Approvals; No Conflicts		53
SECTION 3.04. Financial Condition; No Material Adverse Change		53
SECTION 3.05. Properties		54
SECTION 3.06. Litigation and Environmental Matters		54
SECTION 3.07. Compliance with Laws and Agreements		55
SECTION 3.08. Investment and Holding Company Status		55
SECTION 3.09. Taxes		55
SECTION 3.10. ERISA		55
SECTION 3.11. Disclosure		55
SECTION 3.12. Subsidiaries		56
SECTION 3.13. Insurance		56
SECTION 3.14. Labor Matters		56
SECTION 3.15. Solvency		56
SECTION 3.16. Senior Indebtedness; Designated Senior Indebtedness		57

ARTICLE IV

Conditions

SECTION 4.01. Effective Date		57
SECTION 4.02. Delayed Draw Funding Date		59
SECTION 4.03. Each Credit Event		60

ARTICLE V

Affirmative Covenants

SECTION 5.01. Financial Statements and Other Information		61
SECTION 5.02. Notices of Material Events		62
SECTION 5.03. Information Regarding Collateral		63
SECTION 5.04. Existence; Conduct of Business		63
SECTION 5.05. Payment of Obligations		64
SECTION 5.06. Maintenance of Properties		64
SECTION 5.07. Insurance		64
SECTION 5.08. Casualty and Condemnation		64
SECTION 5.09. Books and Records; Inspection and Audit Rights		64
SECTION 5.10. Compliance with Laws		65
SECTION 5.11. Use of Proceeds and Letters of Credit		65
SECTION 5.12. Additional Subsidiaries		65
SECTION 5.13. Further Assurances		65

ARTICLE VI

Negative Covenants

SECTION 6.01. Indebtedness; Certain Equity Securities		66
SECTION 6.02. Liens		69
SECTION 6.03. Fundamental Changes		70
SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions		71
SECTION 6.05. Asset Sales		74
SECTION 6.06. Sale and Leaseback Transactions		75
SECTION 6.07. Swap Agreements		75
SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness		75
SECTION 6.09. Transactions with Affiliates		77
SECTION 6.10. Restrictive Agreements		78
SECTION 6.11. Amendment of Material Documents		78
SECTION 6.12. Interest Expense Coverage Ratio		78
SECTION 6.13. Net Leverage Ratio		79
SECTION 6.14. Maximum Capital Expenditures		80

ARTICLE VII

Events of Default

ARTICLE VIII

The Administrative Agent

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices		85
SECTION 9.02. Waivers; Amendments		86
SECTION 9.02.A. Amendment Fees		88
SECTION 9.03. Expenses; Indemnity; Damage Waiver		88
SECTION 9.04. Successors and Assigns		90
SECTION 9.05. Survival		93
SECTION 9.06. Counterparts; Integration; Effectiveness		94
SECTION 9.07. Severability		94
SECTION 9.08. Right of Setoff		94
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process		95
SECTION 9.10. WAIVER OF JURY TRIAL		95
SECTION 9.11. Headings		96
SECTION 9.12. Confidentiality		96
SECTION 9.13. Interest Rate Limitation		97
SECTION 9.14. USA Patriot Act		97

iii

SCHEDULES:

Schedule 1.01(a)	—	Mortgaged Property
Schedule 1.01(b)	—	Specified Properties
Schedule 2.01	—	Commitments
Schedule 2.05	—	Existing Letters of Credit
Schedule 3.05	—	Real Property
Schedule 3.06	—	Disclosed Matters
Schedule 3.12	—	Subsidiaries
Schedule 3.13	—	Insurance
Schedule 6.01	—	Existing Indebtedness
Schedule 6.02	—	Existing Liens
Schedule 6.04	—	Existing Investments
Schedule 6.09	—	Transactions with Affiliates
Schedule 6.10	—	Existing Restrictions

EXHIBITS:

Exhibit A	—	Form of Assignment and Assumption
Exhibit B	—	Form of Borrowing Request
Exhibit C	—	Form of Interest Election Request
Exhibit D-1	—	Form of Opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, LLP
Exhibit D-2	—	Form of Opinion of Dechert LLP
Exhibit E	—	Form of Guarantee and Collateral Agreement
Exhibit F	—	Form of Perfection Certificate

CREDIT AGREEMENT dated as of June 23, 2006, among INTERLINE BRANDS, INC., a Delaware corporation (“Holdings”), INTERLINE BRANDS, INC., a New Jersey corporation (the “Borrower”), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, XXXXXX COMMERCIAL PAPER INC., as Syndication Agent, and CREDIT SUISSE, BANK OF AMERICA, N.A., SUNTRUST BANK and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.

Reference is made to the Amended and Restated Credit Agreement dated as of December 21, 2004 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among Holdings, the Borrower, the lenders party thereto, Credit Suisse, Cayman Islands Branch (formerly known as Credit Suisse First Boston, acting through its Cayman Islands Branch), as Administrative Agent, and JPMorgan Chase Bank, N.A., as Syndication Agent.

On the Effective Date (such term and each other capitalized term used but not defined in this preamble having the meaning assigned thereto in Article I), the Borrower intends to (a) consummate the Debt Tender Offer, (b) issue the Senior Subordinated Notes, (c) pay in full all principal, interest, fees and other amounts outstanding under the Existing Credit Agreement, with the result that the Existing Credit Agreement and all commitments, obligations and security interests thereunder will be terminated and (d) pay fees and expenses in connection with the foregoing. In addition, on the AmSan Acquisition Closing Date, pursuant to the Securities Purchase Agreement and the transactions contemplated thereby, the Borrower will acquire (the “AmSan Acquisition”) all the outstanding Equity Interests in AmSan, LLC, a Delaware limited liability company (“AmSan”), for aggregate cash consideration of approximately $127,500,000 (subject to adjustment as provided in the Securities Purchase Agreement, the “AmSan Acquisition Consideration”).

In connection with the foregoing, the Borrower has requested that the Lenders extend credit in the form of (a)(i) Initial Term Loans on the Effective Date in an aggregate principal amount not in excess of $100,000,000 and (ii) Delayed Draw Term Loans on the Delayed Draw Funding Date in an aggregate principal amount not in excess of $130,000,000 and (b) Revolving Loans and Swingline Loans at any time and from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding not in excess of $100,000,000, including Letters of Credit in an aggregate stated amount at any time outstanding not in excess of $40,000,000.

The Lenders are willing to extend such credit to the Borrower and the Issuing Banks are willing to issue Letters of Credit for the account of the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Additional Senior Subordinated Notes” means any senior subordinated notes issued by the Borrower after the Effective Date and the Indebtedness represented thereby; provided that (a) such senior subordinated notes (i) shall not provide for guarantors, obligors or security in addition to those which apply to the Senior Subordinated Notes, (ii) shall not have a maturity date that is earlier than the date that is 180 days after the Term Loan Maturity Date or provide for any amortization, sinking fund or other scheduled payments (other than regularly scheduled interest payments) prior to the date that is 180 days after the Term Loan Maturity Date and (iii) shall be subordinated to the Obligations on terms not less favorable to the Lenders than the terms in respect of the Senior Subordinated Notes and (b) all other terms (excluding interest rates and redemption premiums) of such senior subordinated notes shall not be materially less favorable to the Lenders than those existing with respect to the Senior Subordinated Notes.

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agents” means the Administrative Agent and the Syndication Agent.

“Agreement” means this Credit Agreement, as the same may be renewed, extended, modified, supplemented or amended from time to time.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and

including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“AmSan” has the meaning assigned to such term in the preamble to this Agreement.

“AmSan Acquisition” has the meaning assigned to such term in the preamble to this Agreement.

“AmSan Acquisition Closing Date” means the date on the which the AmSan Acquisition is consummated pursuant to the terms of the Securities Purchase Agreement.

“AmSan Acquisition Consideration” has the meaning assigned to such term in the preamble to this Agreement.

“Applicable Percentage” means, with respect to any Revolving Lender, the percentage of the total Revolving Commitments represented by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments.

“Applicable Rate” means, for any day (a) with respect to any ABR Loan or Eurodollar Loan that is a Term Loan, the applicable rate per annum set forth below under the caption “Term Loan ABR Spread” or “Term Loan Eurodollar Spread”, as the case may be, and (b) with respect to any ABR Loan or Eurodollar Loan that is a Revolving Loan, (i) the applicable rate per annum set forth below under the caption “Revolving Loan ABR Spread” or “Revolving Loan Eurodollar Spread”, as the case may be, and (ii) with respect to commitment fees payable pursuant to Section 2.12, the applicable rate per annum set forth below under the caption “Commitment Fee”, and based upon the Net Leverage Ratio, in each case, as of the most recent determination date:

Applicable Rates for Term Loans

Net Leverage Ratio:	Term Loan ABR Spread		Term Loan Eurodollar Spread

Category 1 Ratio is greater than 2.75 to 1.00	0.75	%	1.75	%
Category 2 Ratio is less than or equal to 2.75 to 1.00	0.50	%	1.50	%

Applicable Rates for Revolving Loans

Net Leverage Ratio:	Revolving Loan ABR Spread		Revolving Loan Eurodollar Spread		Commitment Fee

Category 1 Ratio is greater than 3.00 to 1.00	0.75	%	1.75	%	0.375	%
Category 2 Ratio is less than or equal to 3.00 to 1.00 but greater than 2.25 to 1.00	0.50	%	1.50	%	0.300	%
Category 3 Ratio is less than or equal to 2.25 to 1.00	0.25	%	1.25	%	0.250	%

For purposes of the foregoing, (i) the Net Leverage Ratio shall be determined as of the end of each fiscal quarter of the Borrower’s fiscal year based upon the Borrower’s consolidated financial statements delivered pursuant to Section 5.01(a) or (b) or, in the case of a fiscal quarter of any fiscal year, a Pricing Certificate, and (ii) each change in the Applicable Rate resulting from a change in the Net Leverage Ratio shall be effective during the period commencing on and including the date that is three Business Days after the date of delivery to the Administrative Agent of such consolidated financial statements or Pricing Certificate indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Net Leverage Ratio shall be deemed to be in Category 1, at the option of the Administrative Agent or at the request of the Required Lenders, (A) at any time that an Event of Default has occurred and is continuing or (B) if the Borrower fails to deliver the consolidated financial statements required to be delivered by it pursuant to Section 5.01(a) or (b), during the period from the expiration of the time for delivery thereof until the third Business Day after such consolidated financial statements are delivered.

“Approved Fund” has the meaning assigned to such term in Section 9.04.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” means Interline Brands, Inc., a New Jersey corporation.

“Borrowing” means (a) Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03 and substantially in the form of Exhibit B, or such other form as shall be approved by the Administrative Agent.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Buyers Access” means Buyers Access LLC, a Delaware limited liability company.

“Capital Expenditures” means, for any period, (a) the additions to property, plant and equipment and other capital expenditures of the Borrower and the Subsidiaries, on a consolidated basis, that are (or would be) set forth in a consolidated statement of cash flows of the Borrower for such period prepared in accordance with GAAP (including expenditures for maintenance and repairs which should be capitalized in accordance with GAAP) and (b) Capital Lease Obligations incurred by the Borrower and the Subsidiaries, on a consolidated basis, during such period; provided that Capital Expenditures shall not include (i) expenditures of proceeds of insurance settlements, condemnation awards and other settlements in respect of lost, destroyed, damaged or condemned assets, equipment or other property to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or other property or otherwise to acquire, maintain, develop, construct, improve or repair assets or properties useful in the business of the Borrower or (ii) investments that constitute a Permitted Acquisition pursuant to clause (a) of Section 6.04.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Certificate of Designation” means the Wilmar Industries, Inc. Certificate of Designation of Senior Preferred Stock dated May 16, 2000, as in effect on the date hereof.

“Change in Control” means (a) the failure by Holdings to own, directly or indirectly, beneficially and of record, Equity Interests in the Borrower representing 100% of each of the aggregate voting power and aggregate equity value represented by the issued and outstanding Equity Interests in the Borrower; (b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934, as amended, and the rules of the SEC thereunder as in effect on the date hereof), other than the Permitted Investors, of Equity Interests representing more than 50% of the aggregate voting power or aggregate equity

value represented by the issued and outstanding Equity Interests in Holdings, which represents a greater percentage of the aggregate ordinary voting power or the aggregate equity value, as applicable, represented by the issued and outstanding Equity Interests in Holdings than the percentage of the aggregate ordinary voting power or the aggregate equity value, as applicable, owned, directly or indirectly, beneficially and of record, by the Sponsors; (c) occupation of a majority of the seats (other than vacant seats) on the board of directors of Holdings by Persons who were neither (i) nominated by the board of directors of Holdings nor (ii) appointed by directors so nominated; (d) the acquisition of direct or indirect Control of Holdings by any Person or group; or (e) the occurrence of a “Change of Control”, as defined in the Senior Subordinated Debt Documents or the terms of any Additional Senior Subordinated Notes.

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Term Loans, Incremental Extensions of Credit or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or any Commitment in respect of an Incremental Extension of Credit.

“CLO” has the meaning assigned to such term in Section 9.04.

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

“Collateral” means any and all “Collateral”, as defined in any applicable Security Document.

“Collateral Agent” means the Administrative Agent or other Person acting as collateral agent for the Secured Parties (as defined in the Collateral Agreement) under the Security Documents.

“Collateral Agreement” means the Guarantee and Collateral Agreement among Holdings, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit E.

“Collateral and Guarantee Requirement” means the requirement that:

(a) the Administrative Agent shall have received from each Loan Party either (i) a counterpart of the Collateral Agreement duly executed and delivered on behalf of such Loan Party or (ii) in the case of any Person that becomes a Loan

Party after the Effective Date, a supplement to the Collateral Agreement, substantially in the form specified therein, duly executed and delivered on behalf of such Loan Party;

(b) all outstanding Equity Interests of (i) the Borrower and (ii) each Subsidiary owned by or on behalf of any Loan Party shall have been pledged pursuant to the Collateral Agreement (except that the Loan Parties shall not be required to pledge (i) more than 65% of the outstanding voting Equity Interests of any Foreign Subsidiary that is not a Loan Party but is owned directly by a Loan Party, (ii) any Equity Interests of a Foreign Subsidiary that is not owned directly by a Loan Party and (iii) any Equity Interests in a Joint Venture or Glenwood Acquisition LLC), and the Administrative Agent shall have received certificates or other instruments representing all such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank;

(c) all Indebtedness of Holdings, the Borrower and each Subsidiary that is owing to any Loan Party shall be evidenced by a promissory note and shall have been pledged pursuant to the Collateral Agreement and the Administrative Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank;

(d) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by the Collateral Agreement and perfect such Liens to the extent required by, and with the priority required by, the Collateral Agreement, shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording;

(e) the Administrative Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid first-priority Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.02, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request, and (iii) such surveys, abstracts, appraisals, legal opinions and other documents as the Administrative Agent may reasonably request with respect to any such Mortgage or Mortgaged Property; and

(f) each Loan Party shall have obtained all consents and approvals required to be obtained by it in connection with the execution and delivery of all Security Documents to which it is a party, the performance of its obligations thereunder and the granting by it of the Liens thereunder.

“Commitment” means a Revolving Commitment, a Term Loan Commitment or any commitment in respect of an Incremental Extension of Credit or any combination thereof (as the context requires).

“Consolidated Cash Interest Expense” means, for any period, the excess of (a) the sum of (i) the interest expense (including imputed interest expense in respect of Capital Lease Obligations) of the Borrower and the Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, (ii) any interest accrued during such period in respect of Indebtedness of the Borrower or any Subsidiary that is required to be capitalized rather than included in consolidated interest expense for such period in accordance with GAAP, plus (iii) any cash payments made during such period in respect of obligations referred to in clause (b)(ii) below that were amortized or accrued in a previous period, minus (b) the sum of (i) to the extent included in such consolidated interest expense for such period, non-cash amounts attributable to amortization of financing costs paid in a previous period, plus (ii) to the extent included in such consolidated interest expense for such period, non-cash amounts attributable to amortization of debt discounts or accrued interest payable in kind for such period plus (iii) interest income for such period.

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) consolidated interest expense of the Borrower and the Subsidiaries for such period, (ii) consolidated income tax expense of the Borrower and the Subsidiaries for such period (including any income tax expense of Holdings for such period to the extent the Borrower has made payment to or for the account of Holdings in respect thereof), (iii) all amounts attributable to depreciation and amortization for such period, (iv) amortization or write-down of intangibles (including goodwill), (v) costs and expenses paid by the Borrower in connection with the Transactions in an aggregate amount not to exceed $15,000,000 in the fiscal year ending December 31, 2006, (vi) non-recurring severance charges in respect of Permitted Acquisitions in an aggregate amount not to exceed $1,000,000 in any period of four consecutive fiscal quarters and (vii) any non-cash charges of the Borrower and the Subsidiaries for such period and minus (b) without duplication and to the extent included in determining such Consolidated Net Income, (i) any extraordinary gains of the Borrower and the Subsidiaries for such period, (ii) any cash disbursements during such period that relate to non-cash charges or losses added to Consolidated Net Income pursuant to clause (a)(vii) of this paragraph in any prior period and (iii) write-up of intangibles (including goodwill), all determined on a consolidated basis in accordance with GAAP. For purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters for testing compliance with Sections 6.12 and 6.13 and for determining the Applicable Rate and compliance with Section 2.11(d), if the Borrower or any consolidated Subsidiary has made any Permitted Acquisition during such period of four consecutive fiscal quarters ending on the date on which the most recent fiscal quarter ended, Consolidated EBITDA for the relevant period shall be calculated after giving pro forma effect thereto (and any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms) as if such Permitted Acquisition had occurred on the first day

of the four consecutive fiscal quarter period for which such calculation is being made (including cost savings (i) that would be permitted to be reflected in pro forma financial information complying with the requirements of GAAP and Article XI of Regulation S-X under the Securities Act (and the interpretations of the SEC thereunder) and (ii) cost savings reasonably expected by a Financial Officer of the Borrower to be realized within 12 months of the consummation of the applicable Permitted Acquisition).

“Consolidated Net Income” means, for any period, the net income or loss of the Borrower and the Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (adjusted to reflect any charge, tax or expense incurred or accrued by Holdings during such period as though such charge, tax or expense had been incurred by the Borrower, to the extent that the Borrower has made or is permitted under the Loan Documents to make any payment to or for the account of Holdings in respect thereof); provided that there shall be excluded (a) the income of any Person (other than a Loan Party) in which any other Person (other than the Borrower or any Subsidiary or any director holding qualifying shares in compliance with applicable law) owns an Equity Interest, except to the extent of the amount of dividends or other cash distributions actually paid to the Borrower or any of the Subsidiaries during such period, and (b) the income or loss of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary or the date that such Person’s assets are acquired by the Borrower or any Subsidiary.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Debt Tender Offer” means the tender offer and consent solicitation in respect of the Existing Senior Subordinated Notes pursuant to which the Borrower will have (i) repurchased Existing Senior Subordinated Notes constituting at least a majority of the aggregate principal amount of the Existing Senior Subordinated Notes outstanding and (ii) amended the Existing Senior Subordinated Notes Indenture to eliminate all significant covenants and events of default, in each case for consideration and on terms satisfactory to the Agents.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Delayed Draw Expiration Date” means the earliest to occur of (a) July 15, 2006, (b) the date on which the Securities Purchase Agreement is terminated in accordance with its terms and (c) the date on which the Delayed Draw Term Loan Commitments shall be terminated pursuant to this Agreement.

“Delayed Draw Funding Date” means the date on which the conditions specified in Section 4.02 are satisfied (or waived in accordance with Section 9.02).

“Delayed Draw Term Loan” means a Loan made pursuant to clause (a)(ii) of Section 2.01.

“Delayed Draw Term Loan Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make a Delayed Draw Term Loan hereunder on the Delayed Draw Funding Date, expressed as an amount representing the maximum principal amount of the Delayed Draw Term Loan to be made by such Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Delayed Draw Term Loan Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Delayed Draw Term Loan Commitment, as applicable. The initial aggregate amount of the Lenders’ Delayed Draw Term Loan Commitments is $130,000,000.

“Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

“dollars” or “$” refers to lawful money of the United States of America.

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, Release or threatened Release of any Hazardous Material or health and safety matters.

“Environmental Liability” means all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs, (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out of or relating to: (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; or (h) the existence of any event or condition that could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” has the meaning assigned to such term in Article VII.

“Excess Cash Flow” means, for any fiscal year, the sum (without duplication) of:

(a) the Consolidated Net Income for such fiscal year, adjusted to exclude any gains or losses attributable to Prepayment Events; plus

(b) the depreciation, amortization and other non-cash charges or losses deducted in determining Consolidated Net Income for such fiscal year; plus

(d) the sum of (i) any non-cash gains included in determining such consolidated net income (or loss) for such fiscal year plus (ii) the amount, if any, by which Net Working Capital increased during such fiscal year; minus

(e) the sum of (i) Capital Expenditures for such fiscal year (except to the extent (A) attributable to the incurrence of Capital Lease Obligations, (B) financed by incurring Long-Term Indebtedness or (C) made pursuant to Section 6.14(a)(ii) or Section 6.14(c)) plus (ii) any consideration paid during such fiscal year to make Permitted Acquisitions or other capital investments to the extent paid using cash generated in the ordinary course of the Borrower’s business; minus

(f) the aggregate principal amount of Long-Term Indebtedness repaid or prepaid by the Borrower and the Subsidiaries, on a consolidated basis, during such fiscal year, excluding (i) Indebtedness in respect of Revolving Loans and Letters of Credit (unless and to the extent that there is a corresponding reduction in the Revolving Commitments), (ii) Term Loans prepaid pursuant to Section 2.11(a), (c) or (d), and (iii) repayments or prepayments of Long-Term Indebtedness financed by incurring other Long-Term Indebtedness.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) net income or franchise taxes imposed by the United States of America, a state, locality or other political subdivision thereof or by any jurisdiction (or political subdivision thereof) under the laws of which such recipient is subject to such taxes as a result of a present or former connection to such jurisdiction, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (a) above and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.19(b)), any withholding tax that (i) is in effect and would apply to amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to any withholding tax pursuant to Section 2.17(a), or (ii) is attributable to such Foreign Lender’s failure to comply with Section 2.17(e).

“Existing Credit Agreement” has the meaning assigned to such term in the preamble to this Agreement.

“Existing Letter of Credit” means each letter of credit previously issued for the account of, or the reimbursement and other obligations in respect of which are guaranteed by, the Borrower or a Subsidiary pursuant to the Existing Credit Agreement that is (a) outstanding on the Effective Date and (b) listed on Schedule 2.05.

“Existing Preferred Stock” means preferred stock of the Borrower issued pursuant to the Certificate of Designation.

“Existing Senior Subordinated Notes” means the 11½% senior subordinated notes due 2011 issued by the Borrower and the Indebtedness represented thereby.

“Existing Senior Subordinated Notes Indenture” means the Indenture dated as of May 23, 2003, among the Borrower, the Subsidiaries listed therein and The Bank of New York, as trustee, in respect of the Existing Senior Subordinated Notes.

“Federal Funds Effective Rate” means, for any day, 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 on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day 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.

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

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

“Foreign Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party or applicant in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term

Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Hazardous Materials” means (a) petroleum products and byproducts, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, radon gas, chlorofluorocarbons and all other ozone-depleting substances; or (b) any chemical, material, substance, waste, pollutant or contaminant that is prohibited, limited or regulated by or pursuant to any Environmental Law.

“Holdings” means Interline Brands, Inc., a Delaware corporation.

“Incremental Extensions of Credit” has the meaning assigned to such term in Section 2.20.

“Incremental Facility Amendment” has the meaning assigned to such term in Section 2.20.

“Incremental Facility Closing Date” has the meaning assigned to such term in Section 2.20.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party or applicant in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. For the avoidance of doubt, “Indebtedness” shall not include post-closing payment adjustments or earn-outs to which the seller in a Permitted Acquisition may be entitled (except to the extent provided under clause (c) of the definition of “Pro Forma Basis”).

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Information Memorandum” means the Confidential Information Memorandum dated June 2006, relating to Holdings, the Borrower and the Transactions.

“Initial Term Loan” means a Loan made pursuant to clause (a)(i) of Section 2.01.

“Initial Term Loan Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make an Initial Term Loan hereunder on the Effective Date, expressed as an amount representing the maximum principal amount of the Initial Term Loan to be made by such Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Initial Term Loan Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Initial Term Loan Commitment, as applicable. The initial aggregate amount of the Lenders’ Initial Term Loan Commitments is $100,000,000.

“Interest Election Request” means a request by the Borrower to convert or continue a Revolving Borrowing or Term Borrowing in accordance with Section 2.07 and substantially in the form of Exhibit C hereto, or such other form as shall be approved by the Administrative Agent.

“Interest Payment Date” means (a) with respect to any ABR Loan (including a Swingline Loan), the last Business Day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“Interest Period” means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or if acceptable to each Lender participating in such Borrowing, nine or twelve months) thereafter, as the Borrower may elect; provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Issuing Bank” means, as the context may require, (a) JPMorgan Chase Bank, N.A., with respect to Letters of Credit issued by it, (b) any other Revolving Lender that becomes an Issuing Bank pursuant to Section 2.05(i), with respect to Letters of Credit issued by it, (c) any Revolving Lender that has issued an Existing Letter of Credit, and in each case, its successors in such capacity as provided in Section 2.05(i) and

(d) each of Wachovia Bank, National Association and Bank of America, N.A., in each case with respect to Letters of Credit issued by it and only for so long as it is a Revolving Lender. An Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“Joint Venture” means (a) Buyers Access and (b) any joint venture arrangement (whether structured as a corporation, limited liability company, partnership or other entity or arrangement), which is not a Subsidiary but in which the Borrower or any Subsidiary owns or controls any Equity Interests.

“LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or an Incremental Facility Amendment, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“Letter of Credit” means any letter of credit (including each Existing Letter of Credit) issued pursuant to this Agreement.

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, by reference to the British Bankers’ Association Interest Settlement Rates (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates) as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the bank serving as the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital

lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Documents” means this Agreement, the promissory notes, if any, executed and delivered pursuant to Section 2.09(e), any Incremental Facility Amendment, the Collateral Agreement and the other Security Documents.

“Loan Parties” means Holdings, the Borrower and the Subsidiary Loan Parties.

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement or an Incremental Facility Amendment.

“Long-Term Indebtedness” means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

“Material Adverse Effect” means a material adverse effect on (a) the condition (financial or otherwise), assets, operations or business of Holdings, the Borrower and the Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under any Loan Document or (c) the rights of or benefits available to the Lenders under any Loan Document.

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and the Subsidiaries in an aggregate principal amount exceeding $15,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

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

“Mortgage” means a mortgage, deed of trust, assignment of leases and rents, leasehold mortgage or other security document granting a Lien on any Mortgaged Property to secure the Obligations. Each Mortgage shall be satisfactory in form and substance to the Collateral Agent.

“Mortgaged Property” means, initially, each parcel of real property and the improvements thereon owned by a Loan Party and identified on Schedule 1.01(a), and includes each other parcel of real property and improvements thereon with respect to which a Mortgage is granted pursuant to Section 5.12 or 5.13.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Leverage Ratio” means, on any date, the ratio of (a) Net Total Indebtedness as of such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter of the Borrower most recently ended prior to such date).

“Net Proceeds” means, with respect to any event (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds, but only as and when received, (ii) in the case of a casualty, insurance proceeds, and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid by Holdings, the Borrower and the Subsidiaries to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made by Holdings, the Borrower and the Subsidiaries as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event, and (iii) the amount of all taxes paid (or reasonably estimated to be payable) by Holdings, the Borrower and the Subsidiaries, and the amount of any reserves established by Holdings, the Borrower and the Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by the chief financial officer of the Borrower).

“Net Sales” means, for any period, the net sales of Holdings, the Borrower and the Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Net Senior Secured Leverage Ratio” means, on any date, the ratio of (a) Net Total Secured Senior Indebtedness as of such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter of the Borrower most recently ended prior to such date).

“Net Total Indebtedness” means, as of any date, the sum of (a) the aggregate principal amount of Indebtedness of the Borrower and the Subsidiaries outstanding as of such date, in the amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP, plus (b) the aggregate principal amount of Indebtedness of the Borrower and the Subsidiaries outstanding as of such date that is not required to be reflected on a balance sheet in accordance with GAAP, determined on a consolidated basis; provided that, for purposes of clause (b) above, the term “Indebtedness” shall not include (i) contingent obligations of the Borrower or any Subsidiary as an account party in respect of any letter of credit or letter of guaranty unless such letter of credit or letter of guaranty supports an obligation that constitutes Indebtedness and (ii) Indebtedness permitted by clause (xi) of Section 6.01(a) to the extent the sole recourse with respect to such Indebtedness is to the

Borrower’s Equity Interests in Buyers Access, minus (c) the aggregate amount of cash and Permitted Investments of Holdings, the Borrower and the Subsidiaries as of such date, provided that the aggregate amount of cash and Permitted Investments permitted to be included in this clause (c) shall not exceed $25,000,000.

“Net Total Senior Secured Indebtedness” means, as of any date, (a) Net Total Indebtedness as of such date minus (b) without duplication, the portion of Net Total Indebtedness as of such date represented by (i) Indebtedness that is expressly subordinated in right of payment to the Obligations and (ii) Indebtedness that is not secured by any Lien.

“Net Working Capital” means, at any date, (a) the consolidated current assets of the Borrower and the Subsidiaries, as of such date (excluding cash and Permitted Investments) minus (b) the consolidated current liabilities of the Borrower and the Subsidiaries as of such date (excluding current liabilities in respect of Indebtedness). Net Working Capital at any date may be a positive or negative number. Net Working Capital increases when it becomes more positive or less negative and decreases when it becomes less positive or more negative.

“Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(b).

“Obligations” has the meaning assigned to such term in the Collateral Agreement.

“Other Taxes” means any and all present or future recording, stamp, documentary, excise, transfer, sales, property or similar taxes, charges or levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

“Participant” has the meaning set forth in Section 9.04.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Perfection Certificate” means a certificate in the form of Exhibit F or any other form approved by the Collateral Agent.

“Permitted Acquisition” means any acquisition by the Borrower or a wholly owned Subsidiary Loan Party of all the outstanding Equity Interests in, all or substantially all the assets of, or all or substantially all the assets constituting a division or line of business of, a Person if (a) such acquisition was not preceded by, or consummated pursuant to, a hostile offer, (b) no Default has occurred and is continuing or would result therefrom, (c) all transactions related thereto are consummated in accordance with applicable laws, (d) all actions required to be taken with respect to such acquired or newly formed Subsidiary or assets under Sections 5.12 and 5.13 shall have been taken, (e) on a Pro Forma Basis, as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, (i) the Borrower is in

compliance with the covenants contained in Sections 6.12 and 6.13 and (ii) the Net Senior Leverage Ratio is less than 2.50 to 1.00, (f) the business of such Person or such assets, as the case may be, constitute a business permitted by Section 6.03(b), and (g) the Borrower has delivered to the Administrative Agent an officers’ certificate to the effect set forth in clauses (a), (b), (c), (d), (e) and (f) above, together with all relevant financial information for the Person or assets to be acquired.

“Permitted Encumbrances” means:

(a) Liens imposed by law for taxes, fees, assessments and other governmental charges that are not yet due or are being contested in compliance with Section 5.05;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 45 days or are being contested in compliance with Section 5.05;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;

(f) easements, zoning restrictions, rights-of-way, minor defects or irregularities of title and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary; and

(g) landlords’ and lessors’ and other like Liens in respect of rent not in default;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“Permitted Investments” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and

credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A1 by S&P or P-1 by Xxxxx’x;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

(e) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Xxxxx’x and (iii) have portfolio assets of at least $5,000,000,000; and

(f) investments in securities with maturities of six months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or “A” by Xxxxx’x.

“Permitted Investors” means Parthenon Capital, Inc., Sterling Investment Partners L.P., Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxx and any Affiliate of the foregoing.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower has any liability or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prepayment Event” means:

(a) any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of the Borrower or any Subsidiary resulting in Net Proceeds of $5,000,000 or more, other than dispositions described in clauses (a), (b), (c), (d), (e) and (g) of Section 6.05; or

(b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary, with a fair value immediately prior to such event equal to or greater than $5,000,000; or

(c) the incurrence by the Borrower or any Subsidiary of any Indebtedness, other than Indebtedness permitted under Section 6.01.

“Pricing Certificate” means a certificate signed by a Financial Officer, certifying the Net Leverage Ratio for any period of four fiscal quarters for which the Net Leverage Ratio is calculated.

“Prime Rate” means the rate of interest per annum determined from time to time by the Administrative Agent as its prime rate in effect for dollars at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Pro Forma Basis” means, with respect to the calculation of any financial ratio for any period of four consecutive fiscal quarters (the “Reference Period”) pursuant to Section 2.20, Section 6.04(a) or Section 6.08(a)(viii):

(a) in making any determination of Consolidated EBITDA, pro forma effect shall be given to any Permitted Acquisition that occurred during such Reference Period or thereafter and through and including the date of consummation of the event requiring the calculation of such financial ratio, as if such Permitted Acquisition occurred on the first day of such Reference Period;

(b) in making any determination of Net Total Indebtedness, Net Total Senior Secured Indebtedness or Consolidated Cash Interest Expense, pro forma effect shall be given to any incurrence, repayment or assumption of Indebtedness that occurred during such Reference Period or thereafter and through and including the date of consummation of the event requiring the calculation of such financial ratio, as if such incurrence, repayment or assumption of Indebtedness occurred on the first day of such Reference Period; and

(c) in making any determination of Net Total Indebtedness or Net Total Senior Secured Indebtedness in connection with any Permitted Acquisition, the term “Indebtedness” shall be deemed to include the Borrower’s good faith estimate, as of the date of consummation of such Permitted Acquisition, of the aggregate amount that will be payable by the Borrower and the Subsidiaries pursuant to any post-closing payment adjustments or earn-outs with respect to

such Permitted Acquisition except to the extent that the obligations of the Borrower and the Subsidiaries to make any such payments are subordinated to the Obligations,

in the case of clauses (a) and (b) with such pro forma adjustments (i) as would be permitted to be reflected in pro forma financial information complying with the requirements of Article 11 of Regulation S-X under the Securities Act (and the interpretations of the SEC thereunder) and (ii) that represent cost savings reasonably expected by such Financial Officer to be realized within 12 months of the consummation of the applicable Permitted Acquisition.

“Proposed Change” has the meaning assigned to such term in Section 9.02(b).

“Qualified Preferred Stock” means, with respect to Holdings, preferred stock of Holdings that (a) does not require cash dividends to be paid on or prior to the date that is 180 days after the Term Loan Maturity Date, (b) is not mandatorily redeemable pursuant to a sinking fund obligation or otherwise prior to the date that is 180 days after the Term Loan Maturity Date, (c) does not contain any maintenance covenants, other covenants adverse to the Lenders or remedies (other than voting rights and increases in dividend rates) and (d) is convertible only into common stock or other securities that would constitute Qualified Preferred Stock.

“Register” has the meaning set forth in Section 9.04.

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

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture.

“Required Lenders” means, at any time, Lenders having Revolving Exposures, Term Loans, Loans in respect of Incremental Extensions of Credit, if any, and unused Commitments representing more than 50% of the sum of the total Revolving Exposures, outstanding Term Loans, Loans in respect of Incremental Extensions of Credit, if any, and unused Commitments at such time.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Holdings, the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any Equity Interests in Holdings, the Borrower or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests in Holdings, the Borrower or any Subsidiary.

“Retained Excess Cash Flow” means, with respect to any fiscal year ending on or after December 28, 2007, the amount of Excess Cash Flow for such fiscal year that the Borrower was not required to use to prepay the Term Loans pursuant to Section 2.11(d).

“Revolving Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Revolving Maturity Date and the date of termination of the Revolving Commitments.

“Revolving Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Lenders’ Revolving Commitments is $100,000,000.

“Revolving Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and Swingline Exposure at such time.

“Revolving Lender” means a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Exposure.

“Revolving Loan” means a Loan made pursuant to clause (b) of Section 2.01.

“Revolving Maturity Date” means June 23, 2012.

“S&P” means Standard & Poor’s Ratings Group, Inc.

“SEC” means the Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Purchase Agreement” means the securities purchase agreement dated as of May 23, 2006, by and among American Sanitary Incorporated, a Delaware corporation, Golder, Thoma, Xxxxxxx, Xxxxxx Fund V, L.P., a Delaware limited partnership, GTCR Associates V, a Delaware partnership, GTCR Capital Partners, L.P., a Delaware limited partnership, AmSan and the Borrower.

“Security Documents” means the Collateral Agreement, the Mortgages (if any) and each other security agreement or other instrument or document executed and delivered pursuant to Section 5.12 or 5.13 to secure any of the Obligations.

“Senior Subordinated Debt Documents” means the Existing Senior Subordinated Notes Indenture, the Senior Subordinated Notes Indenture and all other instruments, agreements and other documents evidencing or governing the Existing Senior Subordinated Notes or the Senior Subordinated Notes or providing for any Guarantee or other right in respect thereof.

“Senior Subordinated Notes” means the 8-1/8% senior subordinated notes due 2014 issued by the Borrower prior to the Effective Date and the Indebtedness represented thereby.

“Senior Subordinated Notes Indenture” means the First Supplemental Indenture dated as of June 23, 2006, among Holdings, the Borrower, the Subsidiaries listed therein and The Bank of New York Trust Company, N.A., as trustee, in respect of the Senior Subordinated Notes.

“Shareholders Agreement” means the amended and restated shareholders’ agreement dated as of September 29, 2000, among the Borrower and certain shareholders of the Borrower, as amended on December 21, 2004.

“Specified Properties” means the properties (and the improvements thereon) owned by the Borrower and the Subsidiaries and set forth on Schedule 1.01(b).

“Sponsors” means Parthenon Capital, Inc. and its Controlled Affiliates.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the bank serving as the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subordinated Debt” means the Existing Senior Subordinated Notes, the Senior Subordinated Notes and the Additional Senior Subordinated Notes and the Indebtedness represented thereby.

“Subordinated Promissory Note” means the 4% Nonrecourse Subordinated Promissory Note due 2010 issued by Glenwood Acquisition LLC, in the aggregate principal amount of $3,275,000.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the partnership interests are, as of such date, owned, controlled or held.

“Subsidiary” means any subsidiary of the Borrower. For the avoidance of doubt, Buyers Access shall not be deemed a Subsidiary.

“Subsidiary Loan Party” means any wholly owned Subsidiary that is not a Foreign Subsidiary.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.

“Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder.

“Swingline Loan” means a Loan made pursuant to Section 2.04.

“Syndication Agent” means Xxxxxx Commercial Paper Inc.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“Term Loan” means an Initial Term Loan or a Delayed Draw Term Loan. Notwithstanding anything to the contrary herein, upon the initial borrowing of the Delayed Draw Term Loans pursuant to Section 2.01(a)(ii), the Initial Term Loans and the Delayed Draw Term Loans shall constitute the same Term Loans.

“Term Loan Commitment” means an Initial Term Loan Commitment or a Delayed Draw Term Loan Commitment.

“Term Loan Lender” means a Lender with a Term Loan Commitment or an outstanding Term Loan.

“Term Loan Maturity Date” means June 23, 2013.

“Transactions” means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party, the borrowing of the Loans, the use of proceeds thereof and the issuance of Letters of Credit hereunder, (b) the termination of the Existing Credit Agreement and the payment in full of all principal, interest, fees and other amounts outstanding thereunder and the release of all liens granted in respect thereof on terms and conditions satisfactory to the Administrative Agent, (c) the execution, delivery and performance by each Loan Party of the Senior Subordinated Debt Documents to which it is to be a party, the issuance of the Senior Subordinated Notes and the use of proceeds thereof, (d) the consummation of the Debt Tender Offer (e) the consummation of the AmSan Acquisition and (f) the payment of fees and expenses in connection with the foregoing.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“USA Patriot Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

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

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

Date	Amount
September 29, 2006	0.25	%
December 29, 2006	0.25	%
March 30, 2007	0.25	%
June 29, 2007	0.25	%
September 28, 2007	0.25	%
December 28, 2007	0.25	%
March 28, 2008	0.25	%
June 27, 2008	0.25	%
September 26, 2008	0.25	%
December 26, 2008	0.25	%
March 27, 2009	0.25	%
June 26, 2009	0.25	%
September 25, 2009	0.25	%
December 25, 2009	0.25	%
March 26, 2010	0.25	%
June 25, 2010	0.25	%
September 24, 2010	0.25	%
December 31, 2010	0.25	%
March 25, 2011	0.25	%
June 24, 2011	0.25	%
September 30, 2011	0.25	%
December 30, 2011	0.25	%
March 30, 2012	0.25	%
June 29, 2012	0.25	%
September 28, 2012	0.25	%
December 28, 2012	0.25	%
March 29, 2013	0.25	%
June 23, 2013	93.25	%

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (which notice the Administrative Agent agrees to give promptly after such circumstances cease to exist), (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or any Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received

or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Each of Holdings and the Borrower represents and warrants to the Lenders that:

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of an Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on June 23, 2006 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

The Administrative Agent shall notify the Borrower and the Lenders of the Delayed Draw Funding Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make the Delayed Draw Term Loans shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on July 15, 2006 (and, in the event such conditions are not so satisfied or waived, the Delayed Draw Term Loan Commitments shall terminate at such time).

provided, however, that for purposes of determining the satisfaction of the conditions set forth in this Section 4.03 in connection with the making of the Delayed Draw Term Loans on the Delayed Draw Funding Date, (i) the reference in Section 3.04(d) of this Agreement to a “material adverse change” shall be deemed to refer solely to a “Material Adverse Effect” (as defined in the Securities Purchase Agreement) and (ii) the accuracy of all representations and warranties set forth in the Loan Documents (other than (A) representations and warranties of AmSan relating to due organization, execution, delivery and enforceability of the Loan Documents and (B) such other representations and warranties of AmSan in the Securities Purchase Agreement as are relevant to the interests of the Lenders, but, in the case of the immediately preceding clause (B), only to the extent that a breach of such representations and warranties would result in a failure of a condition to the consummation of the AmSan Acquisition) and the absence of a Default shall be determined before giving effect to the AmSan Acquisition. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full

and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, each of Holdings and the Borrower covenants and agrees with the Lenders that:

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, each of the Holdings and the Borrower covenants and agrees with the Lenders that:

provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by clauses (b), (d), (g) and (i) above) shall be made for fair value and for at least 80% cash consideration.

Period		Ratio
September 29, 2006		2.75 to 1.00
December 29, 2006		2.75 to 1.00
March 30, 2007		2.75 to 1.00
June 29, 2007		2.75 to 1.00
September 28, 2007		2.75 to 1.00
December 28, 2007		3.00 to 1.00
March 28, 2008		3.00 to 1.00
June 27, 2008		3.00 to 1.00
September 26, 2008		3.00 to 1.00
December 26, 2008		3.00 to 1.00
March 27, 2009		3.00 to 1.00
June 26, 2009		3.00 to 1.00
September 25, 2009		3.00 to 1.00
December 25, 2009		3.00 to 1.00
March 26, 2010		3.00 to 1.00
June 25, 2010		3.00 to 1.00
September 24, 2010		3.00 to 1.00
December 31, 2010		3.00 to 1.00
Thereafter		3.00 to 1.00

Period		Ratio
September 29, 2006		4.50 to 1.00
December 29, 2006		4.50 to 1.00
March 30, 2007		4.00 to 1.00
June 29, 2007		4.00 to 1.00
September 28, 2007		4.00 to 1.00
December 28, 2007		4.00 to 1.00
March 28, 2008		4.00 to 1.00
June 27, 2008		4.00 to 1.00
September 26, 2008		4.00 to 1.00
December 26, 2008		3.50 to 1.00
March 27, 2009		3.50 to 1.00
June 26, 2009		3.50 to 1.00
September 25, 2009		3.50 to 1.00
December 25, 2009		3.50 to 1.00
March 26, 2010		3.50 to 1.00
June 25, 2010		3.50 to 1.00
September 24, 2010		3.50 to 1.00
December 31, 2010		3.50 to 1.00
Thereafter		3.50 to 1.00

If any of the following events (“Events of Default”) shall occur:

then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all

fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Holdings, the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents and except for documents, notices and other information to be provided to the Lenders through the Administrative Agent, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings, the Borrower or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall not be

deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by Holdings, the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for Holdings or the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time upon 30 days’ notice to the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor, which successor shall be approved by the Borrower in writing, such approval not to be unreasonably withheld. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall

be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

SECTION 9.02.A. Amendment Fees. In the event that this Agreement is amended at any time on or prior to the first anniversary of the Effective Date and such amendment to this Agreement reduces the Applicable Rate in respect of any Type of Term Loan, or adds any step-downs to the Applicable Rate in respect of any Type of Term Loan in a manner favorable to the Borrower, the Borrower agrees to pay to the Administrative Agent for the account of each Term Loan Lender a fee in an amount equal to 1.00% of such Lender’s Term Loans outstanding on the effective date of such amendment. Notwithstanding Section 9.02 hereof, this Section 9.02A shall not be waived, amended or modified without the written consent of each Term Loan Lender adversely affected thereby. For the avoidance of doubt, in connection with any transaction in respect of which a fee is paid pursuant to Section 2.11(g), no fee shall be required to be paid pursuant to this Section 9.02A.

(A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, or if such assignment is made in connection with the syndication of the Revolving Commitments and the Term Loans by the Agents, any other assignee;

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and

(C) the Issuing Banks; provided that no consent of the Issuing Banks shall be required for an assignment of all or any portion of a Term Loan.

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $2,500,000 (or, in the case of the Term Loans, $1,000,000) unless each of the Borrower and the Administrative Agent otherwise consent (such consent not to be unreasonably withheld or delayed), provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing, and provided further that, for purposes of determining compliance with the minimum assignment amounts set forth in this Section 9.04(b)(ii)(A), simultaneous assignments by an assigning Lender to two Approved Funds of such Lender shall be aggregated;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(C) the parties to each assignment shall (1) electronically execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (which initially shall be ClearPar, LLC) or (2) if no such system shall be acceptable to the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that only one such fee shall be payable in connection with simultaneous assignments to or by two or more Approved Funds; and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

For purposes of this Section 9.04(b), the terms “Approved Fund” and “CLO” have the following meanings:

“Approved Fund” means (a) a CLO and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“CLO” means any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its investing activities and is administered or managed by a Lender or an Affiliate of such Lender.

EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALL INFORMATION, INCLUDING WAIVERS AND AMENDMENTS, FURNISHED BY HOLDINGS, THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO HOLDINGS, THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

[remainder of page intentionally left blank]

INTERLINE BRANDS, INC., a Delaware corporation,

	by	/s/ Xxxxxx X. Xxxxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxxxx
		Title: Chief Financial Officer

INTERLINE BRANDS, INC., a New Jersey corporation,

	by	/s/ Xxxxxx X. Xxxxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxxxx
		Title: Chief Financial Officer

WILMAR HOLDINGS, INC.,

	by	/s/ Xxxxxx X. Xxxxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxxxx
		Title: Chief Financial Officer

WILMAR FINANCIAL, INC.,

	by	/s/ Xxxxxx X. Xxxxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxxxx
		Title: Chief Financial Officer

GLENWOOD ACQUISITION LLC,

	by	/s/ Xxxxxx X. Xxxxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxxxx
		Title: Chief Financial Officer

JPMORGAN CHASE BANK, N.A., as Administrative Agent,

	by	/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Managing Director

XXXXXX COMMERCIAL PAPER INC., as Syndication Agent,

	by	/s/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx
		Title: Authorized Signatory

CREDIT SUISSE, as Co-Documentation Agent,

	by	/s/ Xxxxx X. Xxxxxxxx	/s/ Xxxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx	Xxxxxx X. Xxxxxxxx
		Title: Director	Vice President

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

	by	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Vice President

SUNTRUST BANK, as Co-Documentation Agent,

	by	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Vice President

WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent,

	by	/s/ Xxxxxxx X. Xxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxx
		Title: Senior Vice President

SCHEDULE 1.01(a) TO
Credit Agreement

MORTGAGED PROPERTY

None.

SCHEDULE 1.01(b) to
Credit Agreement

SPECIFIED PROPERTIES

1. 0000 Xxxxxxxx Xxxxx

Xxxxxxxxxx, XX

2. 00 Xxxxx Xxxxx

Xxxxxxxxx, XX 00000

3. 000 X. Xxx Xxxxxx

Xxxxxxxxxxxx, XX 00000

SCHEDULE 2.01 to
Credit Agreement

COMMITMENTS

Lender	Revolving Commitment		Initial Term Loan Commitment		Delayed Draw Term Loan Commitment

—JPMorgan Chase Bank, N.A.	$	17,000,000.00	$	50,000,000.00	$	65,000,000.00
—Xxxxxx Commercial Paper Inc.	$	17,000,000.00	$	50,000,000.00	$	65,000,000.00
—Bank of America, N.A.	$	14,000,000.00	$	0.00	$	0.00
—Sun Trust Bank	$	14,000,000.00	$	0.00	$	0.00
—Credit Suisse, Cayman Islands Branch	$	14,000,000.00	$	0.00	$	0.00
—Wachovia Bank, National Association	$	14,000,000.00	$	0.00	$	0.00
—Branch Banking and Trust Company	$	5,000,000.00	$	0.00	$	0.00
—The Bank of New York	$	5,000,000.00	$	0.00	$	0.00
Total	$	100,000,000.00	$	100,000,000.00	$	130,000,000.00

SCHEDULE 2.05 to

Credit Agreement

LETTERS OF CREDIT

Issuer	Face Amount			Beneficiary	Banker’s Acceptance Number	Maturity
Bank of America	$	233,000.00		Travelers Casualty & Surety Co.	SM1305028	January 9, 0000
Xxxx xx Xxxxxxx	$	750,000.00		Royal Indemnity Company	SM1304118	September 1, 0000
Xxxx xx Xxxxxxx	$	1,823,000.00		American Casualty Company	SM1458513	October 31, 0000
Xxxx xx Xxxxxxx	USD		1,225,000.00	The Travelers Indemnity Company	68010458	December 13, 2006
JPMorgan Chase Bank, N.A.	USD		247,189.04	Commonwealth of Pennsylvania	206003	October 7, 0000
Xxxx xx Xxxxxxx	$	79,299.00		Paulite International Corp.	5191592	July 30, 0000
Xxxx xx Xxxxxxx	$	33,454.24		Hangzhou Guardson Hardware Co., Ltd.	5191593	July 3, 0000
Xxxx xx Xxxxxxx	$	31,335.55		Whiterock Corporation USA	5191594	July 13, 0000
Xxxx xx Xxxxxxx	$	61,884.89		A-Lite, Inc.	5191595	July 20, 0000
Xxxx xx Xxxxxxx	$	137,505.98		A-Lite, Inc.	5191596	August 5, 0000
Xxxx xx Xxxxxxx	$	154,214.88		L and C Lighting Technology Corp.	5191598	August 5, 0000
Xxxx xx Xxxxxxx	$	124,225.93		Sunco	5191602	August 2, 0000
Xxxx xx Xxxxxxx	$	77,997.73		Sunstar Heating Products, Inc.	5191605	August 4, 0000
Xxxx xx Xxxxxxx	$	31,140.48		K.D.W. Company Ltd.	5191606	July 26, 0000
Xxxx xx Xxxxxxx	$	12,910.00		Blooam Lighting Co., Ltd.	5191608	July 20, 2006

See attached for additional material.

Interline Brands Inc

Outstanding LC’s as of 0/00/00

	Xxxx Xxxx Xxxxxxxx		XX Xxxxxxxx		Xxxx Xxxx Acceptance		US Deferred

Wachovia

XXXXXXX /INTERLINE	$	2,468,930.92	$	587,742.68	$	3,363,556.19	$	412,902.77

US LOCK	$	137,079.26	$	217,290.30	$	10,276.80

FLORIDA LIGHTING	$	925,276.02	$	0.00

Bank of American	$	110,083.40	$	63,113.59

Fleet Bank-Now BOfA

TRAVELERS-SM1305028 7/1/03			$	233,000.00

ROYAL INDEMNITY-SM1304118 05/24/05			$	750,000.00

AMERICAN CASUALTY-SM1458513 02/06/05			$	1,823,200.00

THE TRAVELERS-68010458 12/15/05-12/13/06			$	1,225,000.00

JPMorgan Chase Bank

Commonwealth of PA-TPTS-206003 10/11/05-10/07/06			$	247,189.04

Total	$	3,641,369.60	$	5,146,535.61	$	3,373,832.99	$	412,902.77

Total LCs 5/30/06	$	12,574,640.97

Wachovia Bank, N.A. Page: 1 Date 05/30/2006

For Applicant: XXXXXXX INC.

WACHOVIA

Transactions Expiring from 05/30/2006

Applicant name: AF LIGHTING, DBA INTERLINE BRANDS

Expiry Dt
/ Maturity

L/C / Accpt
Bank Ref

Site

Trans

L/C Customer Ref

Beneficiary

Curr

Rate

Outstanding
Amount

Outstanding
USD
Amount

6/4/2006

IC603551H

HNK

IM-LC

II042806A80AFLLI

PAULITE INTERNATIONAL CORP

USD

95,550.00

6/4/2006

IC602982H

HNK

IM-LC

II0417068C0BFLLI

BLOSSOM LIGHTING CO., LTD.

USD

29,100.00

6/4/2006

IC602983H

HNK

IM-LC

II0417068C0FFLL1

ART XXXX INTERNATIONAL COR

USD

19,599.00

6/4/2006

IC602987H

HNK

IM-LC

II0417068C19FLLI

PAULITE INTERLNATIONAL CORP

USD

15,066.00

6/4/2006

IC602985H

HNK

IM-LC

II0417068C16FLLI

BELLITE ELECTRICAL MFG CO LT

USD

12,720.00

6/9/2006

IC603002H

HNK

IM-LC

II0418068DD5FLLI

L AND C LIGHTING TECHNOLOGY

USD

140,631.06

6/9/2006

IC603009H

HNK

IM-LC

II0418068E20FLLI

A-LITE INC.

USD

116,529.94

6/15/2006

IC603549H

HNK

IM-LC

II042806A7E9FLLI

A-LITE INC.

USD

73,997.94

73,997.08

6/20/2006

IC601787H

HNK

IM-LC

II03220658D6FLLI

L AND C LIGHTING TECHNOLOGY

USD

118,251.90

6/22/2006

IC603545H

HNK

IM-LC

II042806A7C1FLLI

L AND C LIGHTING TECHNOLOGY

USD

55,687.32

7/6/2006

IC604398H

HNK

IM-LC

II051606C838FLLI

L AND C LIGHTING TECHNOLOGY

USD

108,484.92

7/7/2006

IC604431H

HNK

IM-LC

II051606C83BFLLI

A-LITE INC.

USD

139,658.80

Appl. Name Total:

925,276.02

Applicant name: XXXXXXX INC - HONG KONG ISSUANCE

Expiry Dt
/ Maturity

L/C / Accpt
Bank Ref

Site

Trans

L/C Customer Ref

Beneficiary

Curr

Rate

Outstanding
Amount

Outstanding
USD
Amount

5/30/2006

IC607901H

HNK

IM-LC

II0414068A30BNXX

SHENZHEN GLOBE UNION INDUS

USD

5,640.40

5/30/2006

IC602904H

HNK

IM-LC

II0414068A38BNXX

JINAN XXXXX CASTING CL, LTD

USD

3,380.41

5/30/2006

IC602910H

HNK

IM-LC

II0414068A46BNXX

K.D.W. COMPANY LTD

USD

168.41

6/1/2006

IC500646S

HNK

ACCPT

II020806FCF3BNXX

PACIFIC USA CORPORATION

USD

142,476.60

6/1/2006

IC601293H

HNK

ACCPT

II0309063B99BNXX

HANGZHOU GUARDSON HARDW

USD

26,124.26

6/2/2006

IC603024H

HNK

IM-LC

II0418068E92BNXX

HONWELL UNION INTERNATION

USD

4,498.12

6/3/2006

IC600907H

HNK

IM-LC

II0414068A3DBNXX

TAIWAN MAIN FINE INTERNATION

USD

58,873.98

6/3/2006

IC603538H

HNK

IM-LC

II042806A79BBNXX

TAIWAN MAIN FINE INTERNATION

USD

3,721.56

6/3/2006

IC602905H

HNK

IM-LC

II0414068A3BBNXX

TAIWAN MAIN FINE INTERNATION

USD

1,487.49

6/3/2006

IC600354H

HNK

IM-LC

II042806A7A0BNXX

TAIWAN MAIN FINE INTERNATION

USD

826.54

6/4/2006

IC602902H

HNK

IM-LC

II0414068A33BNXX

VALVOSANITARIA BUGATTI SPA

USD

106,912.62

6/4/2006

IC602912H

HNK

IM-LC

II0414068A50BNXX

KAMBO SECURITY PRODUCTS LT

USD

1,704.37

6/5/2006

IC601296H

HNK

ACCPT

II0309063BA4BNXX

TAIWAN MAIN FINE INTERNATION

USD

55,385.58

6/6/2006

IC600388H

HNK

ACCPT

II0217061226BNXX

TAIWAN MAIN FINE INTERNATION

USD

97,638.92

6/6/2006

IC600389H

HNK

ACCPT

II0217061227BNXX

TAIWAN MAIN FINE INTERNATION

USD

39,571.11

6/6/2006

IC601297H

HNK

ACCPT

II0309063BACBNXX

TAIWAN MAIN FINE INTERNATION

USD

28,526.45

6/11/2006

IC602911H

HNK

IM-LC

II0414068A4FBNXX

XXX XXXX LAMP CO

USD

20,250.83

6/12/2006

IC500671S

HNK

ACCPT

II020806FD55BNXX

SHENZHEN GLOBE UNION INDUS

USD

141,498.30

6/12/2006

IC600388H

HNK

ACCPT

II0217061226BNXX

TAIWAN MAIN FINE INTERNATION

USD

93,880.39

6/12/2006

IC602912H

HNK

ACCPT

II0414068A50BNXX

KAMBO SECURITY PRODUCTS LT

USD

85,218.41

6/12/2006

IC602904H

HNK

ACCPT

II0414068A38BNXX

JINAN XXXXX CASTING CO LTD.

USD

63,495.17

6/12/2006

IC600389H

HNK

ACCPT

II0217061227BNXX

TAIWAN MAIN FINE INTERNATION

USD

54,737.81

6/12/2006

IC500667S

HNK

ACCPT

II020806FD41BNXX

TAIWAN MAIN FINE INTERNATION

USD

49,950.74

6/12/2006

IC601296H

HNK

ACCPT

II0309063BA4BNXX

TAIWAN MAIN FINE INTERNATION

USD

36,000.36

6/13/2006

IC603536H

HNK

IM-LC

II042806A797BNXX

HONWELL UNION INTERNATION

USD

223,126.20

6/15/2006

IC603927H

HNK

IM-LC

II050506B4DCBNXX

PACIFIC USA CORPORATION

USD

115,877.30

6/16/2006

IC603024H

HNK

ACCPT

II0418068E92BNXX

HONWELL UNION INTERNATION

USD

110,203.70

6/17/2006

IC603539H

HNK

IM-LC

II042806A79EBNXX

TAIWAN MAIN FINE INTERNATION

USD

88,458.14

6/17/2006

IC603543H

HNK

IM-LC

II043806A7A9BNXX

TAIWAN MAIN FINE INTERNATION

USD

63,024.22

6/17/2006

IC603541H

HNK

IM-LC

II042806A7A4BNXX

TAIWAN MAIN FINE INTERNATION

USD

18,799.01

6/19/2006

IC602994H

HNK

ACCPT

II0414068A38BNXX

JINAN XXXXX CASTING CO LTD.

USD

105,525.19

6/19/2006

IC601297H

HNK

ACCPT

II0309063BACBNXX

TAIWAN MAIN FINE INTERNATION

USD

29,980.52

6/19/2006

IC600383H

HNK

ACCPT

II0317061205BNXX

XXX XXXX LAMP CO

USD

19,348.73

6/19/2006

IC602310H

HNK

ACCPT

II0414068A46BNXX

K.D.W. COMPANY LTD

USD

8,420.64

6/20/2006

IC595013H

HNK

ACCPT

II12130586B6BNXX

VALVOSANITARIA BUGATTI SPA

USD

81,461.60

6/24/2006

IC603542H

HNK

IM-LC

II042806A7A8BNXX

TAIWAN MAIN FINE INTERNATION

USD

29,379.45

6/25/2006

IC603911H

HNK

IM-LC

II050506B4BABNXX

K.L. AND LING INTERNATIONAL

USD

16,295.33

6/26/2006

IC603903H

HNK

ACCPT

II050506B4AFBNXX

JINAN XXXXX CASTING CO LTD.

USD

127,536.17

6/26/2006

IC601756H

HNK

ACCPT

II03210656A5BNXX

TAIWAN MAIN FINE INTERNATION

USD

95,556.70

6/27/2006

IC603902H

HNK

IM-LC

II058506B4AFBNXX

JINAN XXXXX CASTING CO LTD.

USD

2,550.72

6/28/2006

IC508664S

HNK

ACCPT

II020806ED3ABNXX

VALVOSANITARIA BUGATTI SPA

USD

69,490.24

6/28/2006

IC595013H

HNK

ACCPT

II12130589B6BNXX

VALVOSANITARIA BUGATTI SPA

USD

44,565.68

6/30/2006

IC604339H

HNK

IM-LC

II051506C565BNXX

UNIONWEST LIMITED

USD

52,839.05

7/1/2006

IC604343H

HNK

IM-LC

II05I506C5BCBNXX

TAIWAN MAIN FINE INTERNATION

USD

147,467.71

7/1/2006

IC604341H

HNK

IM-LC

II051506C5B2BNXX

TAIWAN MAIN FINE INTERNATION

USD

138,320.57

7/1/2006

IC604342H

HNK

IM-LC

II051506C5BBBNXX

TAIWAN MAIN FINE INTERNATION

USD

56,708.01

7/4/2006

IC604344H

HNK

IM-LC

II051506C5BFBNXX

XXX XXXX LAMP CO

USD

19,609.00

7/5/2006

IC601757H

HNK

ACCPT

II03210656A7BNXX

TAIWAN MAIN FINE INTERNATION

USD

113,814.27

7/5/2006

IC601308H

HNK

ACCPT

II0309063BFCBNXX

SHENZHEN GLOBE UNION INDUS

USD

11,329.20

7/9/2006

IC604826H

HNK

IM-LC

II052406D9D7BNXX

TAIWAN MAIN FINE INTERNATION

USD

86,685.71

7/9/2006

IC604824H

HNK

IM-LC

II052406D9D2BNXX

TAIWAN MAIN FINE INTERNATION

USD

74,871.77

7/10/2006

IC604348H

HNK

IM-LC

II051506C5EBBNXX

HONWELL UNION INTERNATIONAL

USD

266,211.86

7/10/2006

IC604818H

HNK

IM-LC

II052406D9C6BNXX

SHENZHEN GLOBE UNION INDUS

USD

208,292.61

7/11/2006

IC604345H

HNK

IM-LC

II051506C5E7BNXX

JINAN XXXXX CASTING CO LTD.

USD

146,249.84

7/12/2006

IC601308H

HNK

ACCPT

II0309063BFCBNXX

SHENZHEN GLOBE UNION INDUS

USD

146,306.04

7/14/2006

IC604820H

HNK

IM-LC

II052406D9CEBNXX

PACIFIC USA CORPORATION

USD

106,686.02

7/17/2006

IC604819H

HNK

IM-LC

II052406D9CDBNXX

SHENZHEN GLOBE UNION INDUS

USD

369,642.43

7/17/2006

IC601747H

HNK

ACCPT

II032106565BBNXX

XXX XXXX LAMP CO

USD

19,282.86

7/20/2006

IC604817H

HNK

IM-LC

II052496D9B8BNXX

ROYAL H AND G PRODUCTS CORP

USD

30,371.24

7/24/2006

IC602909H

HNK

ACCPT

II0414068A44BNXX

TAIWAN MAIN FINE INTERNATION

USD

114,489.23

7/24/2006

IC602907H

HNK

ACCPT

II0414068A3DBNXX

TAIWAN MAIN FINE INTERNATION

USD

101,776.13

7/24/2006

IC603819H

HNK

ACCPT

II0418068E4FBNXX

TAIWAN MAIN FINE INTERNATION

USD

69,104.41

7/24/2006

IC602905H

HNK

ACCPT

II0414068AJBBNXX

TAIWAN MAIN FINE INTERNATION

USD

37,979.97

7/26/2006

IC602909H

HNK

ACCPT

II0414068A44BNXX

TAIWAN MAIN FINE INTERNATION

USD

29,174.10

7/31/2006

IC595013H

HNK

ACCPT

II12130589B6BNXX

VALVOSANITARIA BUGATTI SPA

USD

18,789.60

8/1/2006

IC603538H

HNK

ACCPT

II042806A79BBNXX

TAIWAN MAIN FINE INTERNATION

USD

186,078.03

8/1/2006

IC603541H

HNK

ACCPT

II042806A7A4BNXX

TAIWAN MAIN FINE INTERNATION

USD

57,176.57

8/1/2006

IC603540H

HNK

ACCPT

II042806A7A0BNXX

TAIWAN MAIN FINE INTERNATION

USD

41,326.29

8/2/2006

IC601782H

HNK

ACCPT

II03220658A4BNXX

VALVOSANITARIA BUGATTI SPA

USD

29,948.00

8/2/2006

IC500664S

HNK

ACCPT

II020806FD3ABNXX

VALVOSANITARIA BUGATTI SPA

USD

28,451.84

8/7/2006

IC604341H

HNK

ACCPT

II03130645B2BNXX

TAIWAN MAIN FINE INTERNATION

USD

17,914.95

8/8/2006

IC603543H

HNK

ACCPT

II042806A7A9BNXX

TAIWAN MAIN FINE INTERNATION

USD

57,417.56

8/8/2006

IC602905H

HNK

ACCPT

II0414068A3BBNXX

TAIWAN MAIN FINE INTERNATION

USD

36,394.48

8/8/2006

IC603539H

HNK

ACCPT

II042806A79EBNXX

TAIWAN MAIN FINE INTERNATION

USD

28,599.79

8/8/2006

IC602911H

HNK

ACCPT

II0414068A4FBNXX

XXX XXXX LAMP CO

USD

18,730.63

8/8/2006

IC604341H

HNK

ACCPT

II051596C5B2BNXX

TAIWAN MAIN FINE INTERNATION

USD

18,653.85

8/10/2006

IC509671S

HNK

ACCPT

II020806FD55BNXX

SHENZHEN GLOBE UNION INDUS

USD

292,205.04

8/21/2006

IC602901H

HNK

ACCPT

II0414068A30BNXX

SHENZHEN GLOBE UNION INDUS

USD

282,020.08

Appl. Name Total:

5,832,487.11

Applicant name: XXXXXXX INC - US ISSUANCE

Expiry Dt
/ Maturity

L/C / Accpt
Bank Ref

Site

Trans

L/C Customer Ref

Beneficiary

Curr

Rate

Outstanding
Amount

Outstanding
USD
Xxxxxx

0/00/0000

0000000

XXX

DFRD

II012506E183BNXX

SUNCO

USD

35,808.05

5/30/2006

5957991

USA

DFRD

II012506E181BNXX

WHITEROCK CORPORATION USA

USD

30,159.84

6/4/2006

IC015697U

USA

IM-LC

II0418068E59BNXX

GRANDLITE INTL CORP

USD

24,029.55

6/12/2006

5958307

USA

DFRD

II021706120BBNXX

WHITEROCK CORPORATION USA

USD

67,051.10

6/12/2006

5958268

USA

DFRD

II0217061200BNXX

SUNCO

USD

33,683.90

6/12/2006

IC015686U

USA

IM-LC

II0414068A35BNXX

SUNCO

USD

423.95

6/13/2006

5958466

USA

XXXX

XX0000000XX0XXXX

WHITEROCK CORPORATION USA

USD

31,676.95

6/15/2006

IC015796U

USA

IM-LC

II042806A78EBNXX

WHITEROCK CORPORATION USA

USD

67,729.76

6/15/2006

IC015797U

USA

IM-LC

II042806A79EBNXX

GRANDLITE INTL CORP

USD

34,520.37

6/19/2006

5958401

USA

DFRD

II0217061200BNXX

SUNCO

USD

32,850.90

6/26/2006

5958527

USA

DFRD

II0217061200BNXX

SUNCO

USD

31,774.64

6/26/2006

5958930

USA

DFRD

II0217061200BNXX

SUNCO

USD

30,296.15

7/3/2006

5958766

USA

XXXX

XX0000000X0XXXX

SUNCO

USD

31,607.18

7/5/2006

IC015869U

USA

IM-LC

II050506B4D7BNXX

WHITEROCK CORPORATION USA

USD

155,863.67

7/5/2006

IC015862U

USA

IM-LC

II050506B46CBNXX

SUNCO

USD

23,039.72

7/10/2006

5959050

USA

DFRD

II0414068ASEBNXX

WHITEROCK CORPORATION USA

USD

41,331.80

7/10/2006

5959085

USA

XXXX

XX0000000X0XXXX

SUNCO

USD

33,876.86

7/10/2006

5959049

USA

DFRD

II0414068A2EBNXX

WHITEROCK CORPORATION USA

USD

31,592.81

7/10/2006

5959829

USA

DFRD

II0414068A2EBNXX

WHITEROCK CORPORATION USA

USD

31,036.50

7/12/2006

IC016040U

USA

IM-LC

II052406D9CFBNXX

SUNCO

USD

31,532.73

7/15/2006

IC016038U

USA

IM-LC

II052496D9B5BNXX

WHITEROCK CORPORATION USA

USD

71,041.53

7/20/2006

IC015867U

USA

IM-LC

II050506B4B6BNXX

GMS INDUSTRIES, INC.

USD

108,519.87

7/20/2006

5959287

USA

DFRD

II0414068A35BNXX

SUNCO

USD

10,419.37

7/26/2006

5959475

USA

DFRD

II0414068A35BNXX

SUNCO

USD

10,778.25

Appl. Name Total:

1,000,645.45

Applicant name: U.S. LOCK CORP.

Expiry Dt
/ Maturity

L/C / Accpt
Bank Ref

Site

Trans

L/C Customer Ref

Beneficiary

Curr

Rate

Outstanding
Amount

Outstanding
USD
Amount

5/30/2006

IC015668U

USA

IM-LC

II0414068A49BNXX

PACIFIC USA CORP

USD

217,290.30

Appl. Name Total:

217,290.30

Applicant name: U.S. LOCK CORP.

Expiry Dt
/ Maturity

L/C / Accpt
Bank Ref

Site

Trans

L/C Customer Ref

Beneficiary

Curr

Rate

Outstanding
Amount

Outstanding
USD
Amount

6/19/2006

IC603535H

HNK

IM-LC

II042806A792BNXX

TONG LUNG METAL INDUSTRY C

USD

137,079.26

7/17/2006

IC602903H

HNK

ACCPT

II0414068A37BNXX

XXXXX DO CO LTD.

USD

10,276.80

Appl. Name Total:

147,356.06

BANK OF AMERICA

Transaction Type

Customer Reference

Bank Reference

Sequence

Status

Amount

Expiry or
Value Date

Import L/C Application

5191594

Processed

31335.55

13 Jul 2006

Import L/C Application

TD605500089004-6

Processed

52767.48

13 Jul 2006

Import L/C Application

TD605500089002-6

Processed

31603.80

30 Jun 2006

Import L/C Application

TD605500089003-6

Processed

25712.12

15 Jul 2006

Import L/C Application

5191593

Processed

31778.04

03 Jul 2006

173196.99

SCHEDULE 3.05 to

Credit Agreement

REAL PROPERTY

I. Interline Brands, Inc.

Mailing Address		Owned/Leased

0000 X. Xxxxxxx Xxxx		Xxxxxx
Xxxxxxx, Xxxxxxx 00000

000 Xxxxxxxx Xxxxxx, Xxxxx 000		Leased
Xxxxxxxxxx, Xxxxxxxx 00000

0000X Xxxx Xxxxxx Xxxx, Xxxxx 000		Leased
Xxxxxxxxx, Xxxxxxx 00000

0000X Xxxxxxxxx Xxxxx		Xxxxxx
Xxxxxx, Xxxxxxxx 00000

000 Xxxxxxxxx Xxx		Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxx 00000

0000 Xxxx Xxxxxx Xxxxx, Xxxxx 000		Xxxxxx
Xxxxxxxxxx, Xxxx 00000

Xxxxxxx 000 Xxxxxxxxxx Xxxx		Leased
0000 Xxxxxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000

00000 Xxxxx Xxxx		Xxxxxx
Xxxxxx, Xxxxxxxx 00000

23975 Research Drive		Leased
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000

8707 North By X.X. Xxxxxxxxx, Xx. 000		Xxxxxx
Xxxxxxx, Xxxxxxx 00000; and
8707 North By X.X. Xxxxxxxxx, Xx. 000		Xxxxxx
Xxxxxxx, Xxxxxxx 00000

00000 Xxxxxxxx Xxx
Xxxxxxxx, Xxxxxxxxxx 00000		Leased

Mailing Address		Owned/Leased

0000 X.X. 00xx Xxxxxx		Xxxxxx
Xxxxxxxxx, Xxxxxxx 00000

0000 Xxxxxxxx Xxx Xxxxxx		Xxxxxx
Xxxxxxx, Xxxxxxx 00000

000 Xxxx Xxxx Xxxxx		Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxxxx 00000

0000 Xxxxxx Xxxx, Xxxxx 000		Leased
Xxxxx, Xxxxxxx 00000

000 Xxxxxxxxx Xxxxxxxxxx Xxxxx		Leased
Xxxxxxxxx, Xxxxxxxxxxxx 00000

0000 Xxxxxx Xxxxx, Xxxxx 000		Xxxxxx
Xxx Xxxxxxx, Xxxxx 00000

0000 Xxxxxxx Xxxxx		Xxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000

00000 Xxxxxxxxx Xxxx		Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000

0000 Xxxxxxx Xxxx Xxxx		Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000; and

0000 Xxxxxxx Xxxx Xxxx		Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000

0000 Xxx Xxxxxx Xxxxxxxxxx Xxxxx		Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000

0000 Xxxxxxx Xxxxxxxxx		Xxxxxx
Xxxxx, Xxxxxxx 00000

000 Xxxxxx Xxxxx Xxxxxxxxxx,		Xxxxxx
Xxx Xxxxxx 00000

0000 Xxxxxxxx Xxxxxx		Xxxxxx
Xxxxx, Xxx Xxxx 00000

0000 Xxxxxxx Xxxxxx		Leased
Xxxxxxxxx, Xxxxxxxxx 00000

		Leased

Mailing Address		Owned/Leased
0000 Xxxxx Xxxxx Xxxx. X		Leased
Xxxxxxxxx, Xxxxxxxx 00000

000 00xx Xxxxxx		Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000

00 X Xxxxxxx Xxxxxx		Leased
Xxxxxxxxx, Xxxxxxxxxxxxx 00000

0000 Xxxxxxxx Depew Ind. Pk.		Leased
Xxxxx, Xxx Xxxx 00000

0000-X Xxxxxx Xxxx		Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000

000 Xxxxxx Xxxxx, Xxxxx 0		Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000

0000 Xxxx 000xx Xxxxxx		Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000

00000 Xxxxx Xxxxx, Xxxxx 000		Xxxxxx
Xxxxxx, Xxxxx 00000

0000 Xxxxxx Xxxxxx, Xxxx X		Leased
Xxxxxx, Xxxxxxxx 00000

00000 Xxxxxxxxxxx Xxxx #000		Xxxxxx
Xxxxxxx, Xxxxxxxx 00000

0000 Xxxxxxxxxx Xxx. “Rear”		Leased
Xx Xxxx, Xxxxx 00000

000 Xxxxx Xxxxx Xxxxxx		Xxxxxx
Xxxx Xxxxx, Xxxxx 00000

0000 Xxx Xxxx Xxxx		Xxxxxx
Xxxxxxx, Xxxxx 00000

0000 Xxxxx Xxxxxx		Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000

00000 Xxxx 000xx Xxxxxxx		Xxxxxx
Xxxxxx, Xxxxxx 00000

Mailing Address		Owned/Leased
0000 Xxxxxxxxxx Xxxxxx Xxxxx #000		Xxxxxx
Xxxxx Xxx Xxxxx, Xxxxxx 00000

0000 Xxxxxxxxx Xxxxxx		Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000

0000 Xxxxxxxx Xxxx		Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000

0000 Xxxxxxxx Xxxxx		Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000

0000 X.X. 000xx Xxxxxx		Xxxxxx
Xxxxx, Xxxxxxx 00000

00000 Xxxx Xxxxxx Xxxxxx Xxxxx		Leased
Xxxxxx, Xxxxxxxxx 00000

00 Xxxxxxxx Xxxxx		Xxxxxx
XxXxxxxx, Xxxxxxxxx 00000

00 X Xxxxxxx Xxxxxx, Xxxxx X		Leased
Harahan, Louisiana 70123

IS Xxxxxxxxx Xxxxx		Xxxxxx
Xxxx Xxxxx, Xxx Xxxxxx 00000

4130 Xxxx Xxxxxx Parkway		Leased
Xxxxxxxx Xxxx, Xxxxxxxx 00000

1526 Grundy’s Lane		Leased
Xxxxxxx, Xxxxxxxxxxxx 00000

0000 Xxx Xxxxxx Xxxxxx		Leased
Xxxxxxxxxx, Xxxxxxxxxxxx 00000

Calle C Xxx 0 Xxxxxx Xxx. Xxxx		Xxxxxx
Xxxx Xxxxx, Xxxxxx Xxxx 00000

0000 Xxxxxxx Xxxx Xxxxxx		Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000

000 Xxxxx 00xx Xxxxxx		Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxx 00000

Mailing Address		Owned/Leased
000 X. Xxx Xxxxxx		Xxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000

00 Xxxxx Xxxxx		Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Owned

0000 X. Xxxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000		Leased
Xxxxx Xxxxxxx, Xxxxx 00000; and

0000 X. Xxxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000		Leased
Xxxxx Xxxxxxx, Xxxxx 00000

0000 Xxxxxx Xxxx.		Leased
Xxxxxxxxxxxx, Xxxxxxx 00000

00000 Xxxxxxxxx Xxxxxxx		Leased
Xxxxxxxxxxxxx, Xxxxxxxx 00000

000 Xxxxxxx Xxxx Xxx.		Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000

0000 Xxxxxxxx Xxxxx		Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000

0000 X. Xxxxxxx Xxxx		Xxxxxx
Xxxxxxxx, Xxxxxxx X0X0X0

00000 000xx Xxxxxx		Xxxxxx
Xxxxxxxx, Xxxxxxx T562X6

0000 Xxxxxxxx Xxxxxxxx Xxxx		Xxxxxx
Xxxxxxxx, Xxxxx Xxxxxxxx 00000

000 Xxxxxx Xxxxxx		Xxxxxx
Xxxxx, Xxx Xxxx 00000

II. Wilmar Financial, Inc.

Mailing Address		Owned/Leased
000 Xxxxxxxx Xxxxxx, Xxxxx 000		Leased
Xxxxxxxxxx, XX 00000

III. Wilmar Holdings, Inc.

Mailing Address		Owned/Leased
000 Xxxxxxxx Xxxxxx, Xxxxx 000		Leased
Xxxxxxxxxx, XX 00000

IV. Glenwood Acquisition LLC

None.

SCHEDULE 3.06 to

Credit Agreement

DISCLOSED MATTERS

None.

SCHEDULE 3.12 to

Credit Agreement

SUBSIDIARIES

Name	Ownership Interest of Borrower

Wilmar Financial, Inc. (Subsidiary Loan Party)	100	%
Wilmar Holdings, Inc. (Subsidiary Loan Party)	100	%
Glenwood Acquisition LLC (Subsidiary Loan Party)	100	%
Xxxxxxx Ltd.	100	%
Xxxxxxx of the Caribbean Inc.	100	%

SCHEDULE 3.13 to

Credit Agreement

INSURANCE

Type	Coverage			Insurance Carrier	Policy No.

Property	Loss Limit:	$	50,000,000	St. Xxxx Fire & Marine	144SP1586
	Accounts Receivable	$	1,000,000
	Building Ordinance or Law:	$	1,000,000
	Contingent Business Interruption:	$	25,000
	Earthquake excluding location in CA, HI, PR, AK, New Madrid, Pacific NW:	$	10,000,000
	Fine Arts (aggregate):	$	50,000
	Flood Zones, A, B, V, Shaded X and in Florida:	$	10,000,000
	Newly Acquired Real & Business Personal Property:	$	1,000,000
	Pollutant Clean Up:	$	25,000
	Property in Transit:	$	25,000
	Service Interruption excluding Locations in CA, HI, PR, AK, New Madrid, Pacific NW:	$	1,000,000
	Unnamed Locations:	$	500,000
	Valuable Papers:	$	1,000,000

	Deductible
	Property Damage:	$	100,000
	Property in Transit/Fine Arts:	$	10,000
	Flood (Per occurance):	$	100,000
	Earthquake (Per occurance):	$	100,000
	Wind in Florida, Tier 1

Type	Coverage			Insurance Carrier	Policy No.

	and Houston Locations:	5% of TIV, no
		less than
		$	250,000

Boiler & Machinery	Property Damage:	$	50,000,000	Zurich American Insurance Company	BM 9307250-00
	Expediting Expense:	$	100,000	Zurich American Insurance Company	BM 9307250-00
	Spoilage Damage:	$	100,000
	Utility Interruption:	$	1,000,000
	Ammonia Contamination:	$	100,000
	Water Damage:	$	100,000
	Hazardous Substances:	$	100,000

	Deductible:	$	5,000

General Liability
	General			Xxxxxxxx	00XXXXX0000
	Each Occurrence:	$	1,000,000
	General Aggregate:	$	2,000,000
	Products/Completed Operations Aggregate:	$	2,000,000
	Personal & Advertising Injury:	$	1,000,000
	Fire Legal Liability:	$	300,000
	Medical Expenses Per Person:	$	10,000
	Employee Benefits Liability Aggregate:	$	1,000,000
	Employee Benefits Liability Per Claim:	$	1,000,000

	Deductible:	$	1,000

Type	Coverage			Insurance Carrier	Policy No.

Automobile Liability	Combined Single Limit:	$	3,000,000	Royal and Sun Alliance	P2TT468042 (All states except MA and TX),
	Personal Injury Protection:	Statutory Minimum			P2TT468042 (All states except MA and TX),
	Medical payments Per Person:	$	5,000
	Uninsured Motorists:	$	1,000,000		P2TW464711 (MA only),
	Underinsured Motorists:	$	1,000,000		P2TW464711 (MA only),

					P2TT 468043 (TX only)
					P2TT 468043 (TX only)

Workers Compensation	Employer’s Liability each Occurrence:			Royal Indemnity	R2TO464707 (Deductible Program Policy) R2AP002896 (Retro Program Policy: WI, OR, HI) R21J000607 (Foreign Voluntary Policy)
	Employer’s Liability Disease	$	500,000
	Aggregate:	$	500,000
	Employer’s Liability each Employee:	$	500,000
	Deductible:	$	250,000

Umbrella Liability	Each Occurrence:	$	25,000,000	The St. Xxxx Company	QKO9000045
	Products/Complete Operations-Annual Aggregate:	$	25,000,000
	Other -Annual Aggregate:	$	25,000,000

Excess Liability	Each Occurrence:	$	25,000,000	Ohio Casualty	ECO03 52897407
	General Aggregate:	$	25,000,000
	Products/Completed Operations:	$	25,000,000

Puerto Rico Liability and Property	Commercial General Liability			Seguros Triple-S, Inc.	30-CPP-0020243-1/001
Puerto Rico Liability and Property	General Aggregate:	$	1,000,000

Type	Coverage			Insurance Carrier	Policy No.

	Premises Operations & Products Completed:	$	1,000,000
	Personal Injury and Advertising Injury:	$	1,000,000
	Each Occurrence:	$	1,000,000
	Fire Damage Legal Liability:	$	50,000
	Medical Expense Limit:	$	5,000
	Employee Benefits Liability — Each Claim:	$	1,000,000
	Employee Benefits Liability — Aggregate:	$	1,000,000

	Property Coverages
	Business Personal Property:	$	1,4000,000

	Business Income with Extra Expense:	$	200,000

SCHEDULE 6.01 to

Credit Agreement

EXISTING INDEBTEDNESS

None.

SCHEDULE 6.02 to

Credit Agreement

EXISTING LIENS

None.

SCHEDULE 6.04 to

Credit Agreement

EXISTING INVESTMENTS

1. Investment in Buyers Access LLC in the amount of $3,275,000 by Glenwood Acquisition LLC.

SCHEDULE 6.09 to

Credit Agreement

TRANSACTIONS WITH AFFILIATES

1. Shareholders Agreement

SCHEDULE 6.10 to

Credit Agreement

EXISTING RESTRICTIONS

1. 4% Nonrecourse Subordinated Promissory Note made by Glenwood Acquisition LLC in favor of AIMCO/NHP Holdings, Inc. in the original principal amount of $3,275,000.(2)

2. Purchase and Contribution Agreement, dated as of April 16, 2003, by and among Apartment Investment and Management Company, AIMCO/NHP Holdings, Inc., Interline Brands, Inc., Glenwood Acquisition LLC and Buyers Access LLC.

3. Limited Liability Company Agreement, dated April 16, 2003, by and among Xxxxx X. Xxxxxxx, AIMCO/NHP Holdings, Inc., Glenwood Acquisition LLC and Buyers Access LLC.

4. Pledge Agreement by and among Glenwood Acquisition LLC and AIMCO/NHP Holdings, Inc.

EXHIBIT A

[FORM OF]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the date set forth below (the “Effective Date”) and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Credit Agreement dated as of June 23, 2006, (as amended, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), among Interline Brands, Inc., a Delaware corporation, Interline Brands, Inc., a New Jersey corporation (the “Company”), the Lenders party thereto, JPMorgan Chase Bank, N.A., a New York banking corporation, as Administrative Agent (in such capacity, the “Administrative Agent”), Xxxxxx Commercial Paper Inc., as Syndication Agent, and Credit Suisse, Bank of America, N.A., SunTrust Bank and Wachovia Bank, N.A., as Co-Documentation Agents. Receipt of a copy of the Credit Agreement is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the facility identified below (including any Letters of Credit or Swingline Loans included in such facility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor (the “Assignor”):

2. Assignee (the “Assignee”):

3. Assigned Interest:

			Percentage
	Aggregate Amount of	Amount of	Assigned of
	Commitment/Loans of	Commitment/Loans	Commitment/
Class of Loan	all Lenders	Assigned	Loans(1)
Revolving Loan	$	$		%
Term Loan	$	$		%

Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].

(1) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

The terms set forth in this Assignment and Assumption are hereby agreed to:

	[NAME OF ASSIGNOR], as Assignor,

	by

		Name:
		Title:

	[NAME OF ASSIGNEE], as Assignee,

	by

		Name:
		Title:

[Consented to and](2) Accepted:

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

by
	Name:
	Title:

[Consented to:

INTERLINE BRANDS, INC., a New Jersey corporation,

by
	Name:
	Title:](3)


[Consented to:

JPMORGAN CHASE BANK, N.A.,

as Swingline Lender,

by
	Name:
	Title:](4)

(2) To the extent required by the Credit Agreement.

(3) To the extent required by the Credit Agreement.

(4) To the extent required by the Credit Agreement.

[Consented to:

[ISSUING BANKS]

as Issuing Banks,

by

	Name:
	Title:](5)

(5) To the extent required by the Credit Agreement.

ANNEX 1

CREDIT AGREEMENT(1)

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim created by the Assignor and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.04 of the Credit Agreement or delivered pursuant to Section 5.01 of the Credit Agreement, 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 Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and (v) if it is a

(1) Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Credit Agreement dated as of June [23], 2006 (as amended, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), among Interline Brands, Inc., a Delaware corporation (“Holdings”), Interline Brands, Inc., a New Jersey corporation (the “Borrower”), the Lenders party thereto, JPMorgan Chase Bank, N.A., a New York banking corporation, as administrative agent (in such capacity, the “Administrative Agent”), Xxxxxx Commercial Paper Inc., as Syndication Agent, and Credit Suisse, Bank of America, N.A., SunTrust Bank and Wachovia Bank, N.A., as Co-Documentation Agents.

Foreign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.17(e) of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the law of the State of New York.

EXHIBIT B

[FORM OF]

BORROWING REQUEST

JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below,

270 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

Attention of Agency Group

[Date]

Ladies and Gentlemen:

The undersigned, Interline Brands, Inc., a New Jersey corporation (the “Borrower”), refers to the Credit Agreement dated as of June 23, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Interline Brands, Inc., a Delaware corporation, the Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., a New York banking corporation, as Administrative Agent (in such capacity, the “Administrative Agent”), Xxxxxx Commercial Paper Inc., as Syndication Agent, and Credit Suisse, Bank of America, N.A., SunTrust Bank and Wachovia Bank, N.A., as Co-Documentation Agents. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made:

(A)	Date of Borrowing
	(which is a Business Day)

(B)	Principal Amount of Borrowing

(C)	Class of Borrowing

(D)	Type of Borrowing (1)

(E)	Interest Period and the last day thereof (2)

(1) Specify Eurodollar Borrowing or ABR Borrowing.

(F) Funds are requested to be disbursed to the Borrower’s account as follows

(Account No. ).

(G) Amount to be used to finance Permitted Acquisitions(3)

The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, on the date of this Borrowing Request and on the date of the related Borrowing, the conditions to lending specified in Section 4.03 of the Credit Agreement have been satisfied.

	INTERLINE BRANDS, INC., a New Jersey corporation,

	by

		Name:
		Title: [Responsible Officer]

(2) Which shall be subject to the definition of “Interest Period” and the proviso to Section 2.03(v) of the Credit Agreement and end not later than the Revolving Maturity Date or the Term Loan Maturity Date, as applicable (applicable for Eurodollar Borrowings only).

(3) If a Revolving Borrowing, indicate amount that will be used to finance Permitted Acquisitions as well as the aggregate principal amount of outstanding Revolving Loans used to finance Permitted Acquisitions, after giving effect to this Borrowing.

EXHIBIT C

[FORM OF]

INTEREST ELECTION REQUEST

JPMorgan Chase Bank, N.A.,

as Administrative Agent

270 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

Attention of Agency Services Group

[Date]

Dear Sirs:

Reference is made to the Credit Agreement dated as of June 23, 2006 (as amended and in effect on the date hereof, the “Credit Agreement”), among Interline Brands, Inc., a Delaware corporation, the undersigned, as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., a New York banking corporation, as Administrative Agent (in such capacity, the “Administrative Agent”), Xxxxxx Commercial Paper Inc., as Syndication Agent, and Credit Suisse, Bank of America, N.A., SunTrust Bank and Wachovia Bank, N.A., as Co-Documentation Agents. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes an Interest Election Request, and the Borrower hereby requests the conversion or continuation of a Borrowing under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to the Borrowing to be converted or continued as requested hereby:

	(A)	Borrowing to which this request applies(1) :

	(B)	Principal amount of the Borrowing to be converted/continued:

	(C)	Effective date of election (which is a Business Day):

	(D)	Interest rate basis of resulting Borrowing(2) :

	(E)	Interest Period of resulting Borrowing(3) :

(1) Specify existing Class, Type and last day of current Interest Period. If different options are being elected with respect to different portions of the Borrowing use separate form for each portion.

(2) Eurodollar Borrowing or ABR Borrowing.

	Very truly yours,

	INTERLINE BRANDS, INC., a New Jersey corporation,

	By:

		Name:
		Title:

(3) If a Eurodollar Borrowing, the Borrower must comply with the definition of “Interest Period” and the proviso to Section 2.03(v) of the Credit Agreement.

EXHIBIT D-1

June 23, 2006

To the Lenders party to the
Credit Agreement referred
to below and JPMorgan Chase
Bank, N.A., as Administrative Agent

Ladies and Gentlemen:

We have acted as special counsel to Interline Brands, Inc., a New Jersey corporation (the “Borrower”), Interline Brands, Inc., a Delaware corporation (“Holdings”), and each subsidiary of the Borrower, the name and jurisdiction of organization of which are set forth on Schedule 1 to this letter (the “Delaware Subsidiaries” and, together with the Borrower and Holdings, the “Principal Parties”), in connection with the Credit Agreement (the “Credit Agreement”), dated as of June 23, 2006, by and among Holdings, the Borrower, the lenders party thereto from time to time (the “Lenders”), JPMorgan Chase Bank, N.A., a national banking association, as Administrative Agent (the “Agent”), and Xxxxxx Commercial Paper, Inc., as Syndication Agent. This opinion is being furnished to you at the request of the Borrower and

Holdings as provided in Section 4.01 of the Credit Agreement. Capitalized terms used herein and not otherwise defined have the respective meanings given those terms in the Credit Agreement.

In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, each dated as of the date of this opinion except as otherwise noted (collectively, the “Documents”):

1. the Credit Agreement;

2. the Notes issued on the date hereof; and

3. the Collateral Agreement.

In addition, we have examined: (i) those corporate or limited liability company records of Holdings and the Delaware Subsidiaries (collectively, the “Delaware Parties”) that we have considered appropriate, including copies of the certificate of incorporation and by-laws or limited liability company agreement and certificate of formation, as the case may be, of each Delaware Party certified by it as in effect on the date of this letter (collectively, the “Charter Documents”) and copies of resolutions of the board of directors or member consents, as the case may be, of each Delaware Party certified by it; and (ii) those other certificates, agreements and documents that we deemed relevant and necessary as a basis for our opinion. We have also relied upon the factual matters contained in the representations and warranties of the Principal Parties made in the Documents and upon certificates of public officials and the Principal Parties.

In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of

all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete. We have also assumed, without independent investigation, the enforceability of the Documents against each party other than the Principal Parties.

In addition, in the case of the Borrower, we have assumed, without independent investigation, that (i) the Borrower is validly existing and in good standing under the laws of its jurisdiction of organization, (ii) the Borrower has all necessary corporate power and authority to execute, deliver and perform its obligations under each Document to which it is a party, (iii) the execution, delivery and performance of each Document to which it is a party have been duly authorized by all necessary corporate action and do not violate its charter or other organizational documents or the laws of its jurisdiction of organization and (iv) each Document to which it is a party has been duly executed and delivered by it under the laws of its jurisdiction of organization.

Whenever we indicate that our opinion is based upon our knowledge or words of similar import our opinion is intended to indicate that those attorneys in this firm responsible for preparing this opinion (“Opinion Preparers”) have no actual knowledge of the inaccuracy of such statement, after consultation with such other attorneys in the firm as the Opinion Preparers considered appropriate, including all of the attorneys in this firm who are representing the Borrower in connection with the Credit

Agreement, and review of such documents in their possession which the Opinion Preparers after such consultation considered appropriate, but without any additional or independent investigation or verification.

Based upon the foregoing, and subject to the assumptions, exceptions and qualifications stated below, we are of the opinion that:

This opinion is subject to the following assumptions, exceptions and qualifications:

This opinion is limited to the General Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of Delaware, the Uniform Commercial Code of the State of Delaware and the laws of the State of New York and the federal laws of the United States of America that, in each case, in our experience, are normally applicable to credit transactions of the type contemplated by the Credit Agreement (collectively, the “Covered Laws”). This opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect. Please be advised that no member of this firm is admitted to practice in the State of Delaware.

This opinion is furnished by us solely for your benefit in connection with the transactions referred to in the Credit Agreement and may not be circulated to, or relied upon by, any other Person, except that it may be circulated to any prospective Lender in accordance with the Credit Agreement and may be relied upon by any person who, in the future, becomes a Lender and may be disclosed by you to any regulatory

agency having authority over you upon its request or as required by law or compulsory legal process.

	Very truly yours,


	XXXX, WEISS, RIFKIND, XXXXXXX & XXXXXXXX LLP

SCHEDULE 1

SUBSIDIARIES
WHICH ARE
PRINCIPAL PARTIES

Name of Subsidiary	Type of Entity	Jurisdiction of Organization
Wilmar Financial, Inc.	Corporation	Delaware
Wilmar Holdings, Inc.	Corporation	Delaware
Glenwood Acquisition LLC	Limited Liability Company	Delaware

SCHEDULE 2

Borrower:

Alabama		Arizona
California		Colorado
Florida		Georgia
Indiana		Iowa
Kansas		Kentucky
Louisiana		Maryland
Massachusetts		Michigan
Minnesota		Mississippi
Missouri		Nevada
New Jersey		New York
North Carolina		North Dakota
Ohio		Oklahoma
Pennsylvania		South Carolina
Tennessee		Texas
Xxxxxxxx		Xxxxxxxxxx
Wisconsin

SCHEDULE 3

AGREEMENTS

1.		Agreement and Plan of Merger dated December 21, 2004, by and among Holdings, the Borrower and Interline Subsidiary, Inc.

2.		Stock Purchase and Sale Agreement, dated as of July 7, 2005, by and among Xxxxxxxxxxx, the shareholders listed therein and the Borrower.

3.		Indenture, dated as of June 26, 2006, among the Borrower, the Subsidiary Guarantors thereto and The Bank of New York, as Trustee.

4.		Indenture, dated as of May 23, 2003, among the Borrower, the Subsidiary Guarantors thereto and The Bank of New York, as Trustee, as supplemented by a Supplemental Indenture, dated as of July 8, 2005, among the Borrower, CCS Enterprises, Inc., Xxxxxxxxxxx Chimney Supply, Inc., Riverton Machine & Foundry, Inc., the other subsidiary guarantors thereto and the Bank of New York, as trustee.

5.		Amended and Restated Shareholders Agreement, dated as of September 29, 2000, among the Borrower and certain of its shareholders, as amended by an Amendment No. 1 to Amended and Restated Shareholders’ Agreement, dated as of March 15, 2004, and as further amended by an Amendment No. 2 to Amended and Restated Shareholders’ Agreement dated as of December 21, 2004 among the Borrower and certain of its shareholders.

6.		Incentive Stock Option Agreement, dated as of May 16, 2000, by and between Wilmar Industries, Inc. and Xxxxxxx X. Xxxxxxx.

7.		Incentive Stock Option Agreement of Xxxxxxx X. Xxxxx, dated as of May 16, 2000.

8.		Restricted Stock Award Agreement under the 2000 Stock Award Plan, dated as of September 29, 2000, between Xxxxxxx X. Xxxx and Xxxxxx Industries, Inc.

9.		2000 Stock Award Plan, as amended and restated, July, 2000.

10.		Employment Agreement, dated as of January 7, 2004, by and between the Borrower and Xxxx Xxxxx.

11.		Employment Agreement, dated as of January 7, 2004, by and between the Borrower and Xxxxxx X. Xxxxxxx.

12.		The Parent’s 2004 Equity Incentive Plan.

13.		Employment Agreement, dated as of May 17, 2004, by and between the Borrower and Xxxxxxxx Xxxxxx.

14.		Employment Agreement, dated as of June 18, 2004, by and between Holdings and Xxxxxxx Xxxxxxxx.

15.		Separation Agreement and Release of All Claims, dated March 17, 2005, by and between Holdings and Xxxxxxx Xxxxxxxx.

16.		Employment Agreement, dated as of August 13, 2004, by and between Holdings and Xxxxxxx X. Xxxxxxx, as amended by an Amendment to Employment Agreement, dated as of December 2, 2004, by and between Holdings and Xxxxxxx X. Xxxxxxx.

17.		Employment Agreement, dated as of August 13, 2004, by and between Holdings and Xxxxxxx X. Xxxxx, as amended by an Amendment to Employment Agreement, dated as of December 2, 2004, by and between Holdings and Xxxxxxx X. Xxxxx.

18.		Employment Agreement, dated as of September 23, 2004 by and between Holdings and Xxxxxxx X. Xxxx, as amended by an Amendment and Restated Employment Agreement, dated as of December 15, 2004, by and between Holdings and Xxxxxxx X. Xxxx.

19.		Amendment to Employment Agreement, dated September 27, 2004, by and between Holdings and Xxxxxxxx X. Xxxxxx.

20.		Amendment to Employment Agreement, dated as of September 27, 2004, by and between Holdings and Xxxxxx X. Xxxxxxx.

21.		Amendment to Employment Agreement, dated as of December 2, 2004, by and between Holdings and Xxxxxx X. Xxxxxxx.

22.		Amendment to Employment Agreement, dated September 27, 2004, by and between Holdings and Xxxx Xxxxx.

23.		Amendment to Employment Agreement, dated as of December 2, 2004, by and between Holdings and Xxxx Xxxxx.

24.		Management Agreement, dated May 16, 2000, by and between Wilmar Industries, Inc. and Parthenon Capital, Inc., as amended by an Amendment to Management Agreement dated September 29, 2000, by and between Wilmar Industries, Inc. and Parthenon Capital, Inc.

25.		Employment Agreement, dated July 25, 2005, between the Borrower and Xxxxxx X. Xxxxxxxxxxx.

26.		Form of Executive Stock Option Agreement.

27.		Form of Non-Employee Directors Restricted Stock Agreement.

28.		Amendment, dated September 9, 2005, to Employment Agreement, dated as of December 15, 2004, between the Borrower and Xxxxxxx X. Xxxx.

29.		Form of Deferred Stock Unit Agreement and Notice of Election for Non-employee Directors.

30.		Securities Purchase Agreement dated May 23, 2006 by and among the Borrower, American Sanitary Incorporated, Golder, Thoma, Xxxxxxx, Xxxxxx Fund V, L.P., GTCR Associates V, GTCR Capital Partners, L.P. and AmSan, LLC.

EXHIBIT A

PRINCIPAL FINANCING STATEMENTS

See attached.

EXHIBIT D-2

June 23, 2006

The Persons named as Lenders under the Credit Agreement referred to below and JPMorgan Chase Bank, N.A. as Administrative Agent

Ladies and Gentlemen:

We have acted as special New Jersey counsel to Interline Brands, Inc., a New Jersey corporation (the “Company”), in connection with the execution and delivery of the Credit Agreement (the “Credit Agreement”), dated as of June 23, 2006, by and among Interline Brands, Inc., a Delaware corporation (“Holdings”), the Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Xxxxxx Commercial Paper Inc., as syndication agent, Credit Suisse, Bank of America, N.A., SunTrust Bank and Wachovia Bank, N.A., as co-documentation agents, and X.X. Xxxxxx Securities Inc. and Xxxxxx Brothers Inc., as joint bookrunners and joint-lead arrangers. This opinion is being delivered pursuant to Section 4.01(b)(ii) of the Credit Agreement. Unless otherwise indicated, capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement or the Collateral Agreement (as defined below), as the case may be. The Uniform Commercial Code, as amended and in effect in the State of New Jersey as of the date hereof, is referred to herein as the “NJUCC.” Terms used herein that are defined in Article 9 of the NJUCC and not otherwise defined herein have the meanings assigned to such terms therein.

With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals, or certified, conformed or reproduction copies, of such agreements, instruments, documents and records of the Company, such certificates of public officials and such other documents, and (iii) received such information from officers and representatives of the Company and others, all as we have deemed necessary or appropriate for the purposes of this opinion. We have examined, among other documents, the following:

(a) the Credit Agreement;

(b) the Guarantee and Collateral Agreement (the “Collateral Agreement”), dated as of June 23, 2006, among the Company, Holdings, the subsidiaries of the Company identified therein and JPMorgan Chase Bank, N.A., as collateral agent (the “Collateral Agent”);

(c) an unfiled copy of a UCC-1 financing statement (the “NJ Financing Statement”) naming the Company as debtor and the Collateral Agent as secured party for the benefit of the Secured Parties, a copy of which is attached hereto as Exhibit A, which NJ Financing

Statement is to be filed with the New Jersey Department of Treasury/Office of the Treasurer/Division of Revenue, Uniform Commercial Code Section (the “NJ Filing Office”); and

(d) the officer’s certificate of the Company delivered to us in connection with this opinion, a copy of which is attached hereto as Exhibit B.

The documents referred to in items (a) and (b) above are referred to herein as the “Financing Documents” and the documents referred to in items (a) through (d) above, inclusive, are referred to herein as the” Documents”.

In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to authentic original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in the Documents and certificates and oral or written statements and other information of or from representatives of the Company and others and assume compliance on the part of all parties to the Financing Documents with their covenants and agreements contained therein. With respect to the opinions expressed in paragraph 1 below, we have relied solely upon certificates of public officials. Insofar as statements herein are based upon our knowledge, such phrase means and is limited to the conscious awareness of facts or other information by lawyers in this firm who gave substantive attention to representation of the Company in connection with the Financing Documents. With respect to the opinions expressed in clauses (a) and (c) of paragraph 3 below, our opinions are limited to our review of only those laws and regulations that, in our experience, are normally applicable to transactions of the type contemplated by the Financing Documents, and are based solely upon the business activities and properties of the Company described in an officer’s certificate in respect of such matters.

To the extent it may be relevant to the opinions expressed herein, we have assumed (i) that all of the parties to the Financing Documents (other than the Company) are validly existing and in good standing under the laws of their respective jurisdiction of organization, have the power and authority to execute and deliver the Financing Documents, to perform their obligations thereunder and to consummate the transactions contemplated thereby, (ii) that the Financing Documents (x) have been duly executed and delivered by all of the parties thereto (other than the Company), (y) have been duly authorized by all parties thereto (other than the Company) and (z) constitute the legal, valid and binding obligation of all the parties thereto, enforceable against such parties in accordance with their respective terms, and (iii) that all of the parties to the Financing Documents will comply with all laws applicable thereto.

Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:

1. The Company is a validly existing corporation in good standing under the laws of the State of New Jersey.

2. The Company has the corporate power to execute, deliver and perform the Financing Documents, has taken all corporate action necessary to authorize the execution, delivery and

performance of the Financing Documents and has duly executed and delivered the Financing Documents.

3. The execution and delivery by the Company of the Financing Documents, the performance by the Company of its obligations thereunder, and the granting by the Company of the security interests pursuant to the Collateral Agreement (a) do not require under the laws of the State of New Jersey any filing or registration by the Company with, or approval or consent to the Company of, any governmental agency or authority of the State of New Jersey that has not been made or obtained except (x) any filings, registrations, approvals or consents as are specifically provided for in the Financing Documents and (y) the filing of the NJ Financing Statement as set forth in paragraph 4 below, (b) do not contravene any provision of the Second Amended and Restated Certificate of Incorporation or the Second Amended and Restated By-laws of the Company and (c) do not violate any existing law, or existing regulation of any governmental agency or authority of the State of New Jersey (other than state securities or Blue Sky laws, as to which we do not express any opinion) known by us to be applicable to the Company or its properties.

4. The NJ Financing Statement is in appropriate form for filing. For the Company, the NJ Filing Office is the office in the State of New Jersey in which filings are required to perfect the security interest (which may be perfected by filing the NJ Financing Statement) created by the Collateral Agreement. Assuming that the Collateral Agreement creates in favor of the Collateral Agent for the benefit of the Secured Parties, as security for the Obligations, a security interest in the Company’s rights in the Collateral in which a security interest may be created under Article 9 of the Uniform Commercial Code, as amended, and in effect in the State of New York (the “Article 9 Collateral”), upon filing of the NJ Financing Statement with the NJ Filing Office, the Collateral Agent will have for the benefit of the Secured Parties a perfected security interest in the Company’s rights in that portion of the Article 9 Collateral in which a security interest may be perfected by filing a financing statement under the NJUCC.

We have assumed for purposes of our opinions in paragraph 4 the following:

(i) The Company has (or has the power to transfer) sufficient rights in the collateral for the security interests in favor of the Collateral Agent for the benefit of the Secured Parties to attach and value has been given by the Secured Parties for the security interests granted by the Company to the Collateral Agent for the benefit of the Secured Parties; and

(ii) (x) the Second Amended and Restated Certificate of Incorporation of the Company has not been amended since December 10, 2004, (y) the name and jurisdiction of organization of the Company is true and accurate in accordance with the records of the Secretary of State of the State of New Jersey, and (z) there are no proceedings for the merger, consolidation, dissolution, liquidation, termination, change of jurisdiction of organization or change of name of the Company.

The opinions set forth above are subject to the following qualifications:

We express no opinion as to:

(i) the right, title or interest of the Company (or the power of the Company to transfer rights) in or to any collateral under the Financing Documents or any other property; whether

any property constitutes a particular type of collateral under the NJUCC; or the validity or effectiveness for any purpose of any such collateral or any other property;

(ii) the priority or other effect of perfection or non-perfection of any security interest created under any of the Financing Documents or except as expressly stated in paragraph 4 above, the creation, attachment, validity, binding effect, enforceability or perfection of any security interest, mortgage, pledge, lien or other encumbrance that may be created under any of the Financing Documents;

(iii) the creation, attachment, validity, binding effect, enforceability, perfection, priority or other effect of perfection or non-perfection of any security interest in: (1) the proceeds of any collateral other than in accordance with, and subject to the limitations set forth in, Section 9-315 of the NJUCC, (2) commingled goods arising from any collateral other than in accordance with, and subject to the limitations set forth in, Section 9-336 of the NJUCC, (3) consumer goods, (4) commercial tort claims, (5) rights to demand payment or performance under a letter of credit, (6) commodity accounts or commodity contracts, (7) as-extracted collateral, (8) farm products, (9) goods that are or are to become fixtures, (10) health care insurance receivables, (11) manufactured homes, (12) standing timber or timber to be cut, (13) any item of collateral which is subject to restriction on or prohibition against transfer (except to the extent expressly provided in Sections 9-401, 9-406, 9-407, 9-408 or 9-409 of the NJUCC) contained in an agreement, instrument, document or applicable law governing, evidencing or otherwise relating to such item, or (14) any obligations of the United States of America or any agency or instrumentality thereof; and

(iv) any filings or other actions required after the date of this opinion to maintain perfection of the security interests under the Financing Documents in any collateral under the Financing Documents.

The opinions expressed herein are limited to the laws of the State of New Jersey, and, to the extent relevant to paragraph 4 above, the NJUCC, as currently in effect. Our opinion in paragraph 4 above is limited to Article 9 of the NJUCC, and, therefore, that opinion does not address (i) laws of jurisdictions other than the State of New Jersey, and of the State of New Jersey except for Article 9 of the NJUCC, and (ii) collateral of a type not subject to Article 9 of the NJUCC.

The opinions expressed herein are given only as of the date hereof, and we undertake no responsibility to update or supplement this opinion letter after the date hereof for any reason.

The opinions expressed herein are being furnished only to you and solely for your benefit in connection with the execution and delivery of the Financing Documents and neither our opinions expressed herein nor this opinion letter may be used, circulated, quoted, relied upon or otherwise referred to for any other purpose without our prior written consent, except that this opinion letter (i) may be circulated to any prospective Lender in accordance with the Credit Agreement, (ii) may be relied upon by any person who in the future becomes a Lender and (iii) may be disclosed by you to any regulatory agency having authority over the Lender upon such regulatory agency’s request or to the extent required by law or compulsory legal process.

Very truly yours,

DECHERT LLP

Exhibit A

Unfiled Copy of NJ Financing Statement

Exhibit B

Company Officer’s Certificate

INTERLINE BRANDS, INC.

OFFICER’S CERTIFICATE

The undersigned officer of Interline Brands, Inc., a corporation incorporated under the laws of the State of New Jersey (the “Company”), hereby certifies, for and on behalf of the Company, in connection with the legal opinion of Dechert LLP (“Dechert”) delivered pursuant to the Credit Agreement (the “Credit Agreement”), dated as of June 23, 2006, by and among Interline Brands, Inc., a Delaware corporation (“Holdings”), the Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Xxxxxx Commercial Paper Inc., as syndication agent, Credit Suisse, Bank of America, N.A., SunTrust Bank and Wachovia Bank, N.A., as co-documentation agents, and X.X. Xxxxxx Securities Inc. and Xxxxxx Brothers Inc., as joint bookrunners and joint-lead arrangers, as follows (capitalized terms used herein and defined in the Credit Agreement shall have such defined meanings when used herein unless otherwise defined herein):

1. No proceeding is pending in any jurisdiction for the dissolution, change of jurisdiction of organization, change of name or liquidation of the Company, and the Company has not filed any certificate or order of dissolution. No event has occurred that has adversely affected the good standing of the Company under the laws of the state of its incorporation, and the Company has paid all taxes, if any, and taken all other action required by state law to maintain such good standing. To the best knowledge of the Company, no grounds exist for the revocation or forfeiture of the Company’s charter.

2. Dechert LLP may rely upon the accuracy of the representations and warranties of the Company contained in the Credit Agreement and in all documents and certificates referred to therein or delivered in connection therewith.

3. The Company does not engage or propose to engage in any other industry or business or activity, or own property or assets, that cause or would cause it to be subject to special local, state or federal regulation not applicable to business corporations generally, and the Company is not engaged in any business not permitted pursuant to those provisions of its Second Amended and Restated Certificate of Incorporation specifying the permitted business purposes of the Company.

4. To the best knowledge of the Company, there is no law, regulation, order, writ, injunction, arbitration award or decree binding upon or applicable to the Company or its property that would be violated by, or a default under which would occur as a result of, or that would require any action by, or order, approval, consent or authorization of, or filing or registration with, any governmental or public body, agency or authority in connection with, or as a prerequisite to, the execution, delivery or performance by the Company of the Credit Agreement or the terms thereof.

IN WITNESS WHEREOF, I have executed this Certificate on behalf of the Company on this 23rd day of June, 2006.

	By:	/s/ Xxxxxxxx X. Xxxxxx
	Name:	Xxxxxxxx X. Xxxxxx
	Title:	Vice President, General Counsel and Secretary

I, Xxxxxx X. Xxxxxxxxxxx, Chief Financial Officer of the Company, do hereby certify that Xxxxxxxx X. Xxxxxx is the duly elected and qualified Vice President, General Counsel and Secretary of the Company and that the signature set forth above is his genuine signature.

IN WITNESS WHEREOF, I have executed this Certificate on this 23rd day of June, 2006.

	By:	/s/ Xxxxxx X. Xxxxxxxxxxx
	Name:	Xxxxxx X. Xxxxxxxxxxx
	Title:	Chief Financial Officer

EXHIBIT E

[FORM OF]

GUARANTEE AND COLLATERAL AGREEMENT

See attached.

Please refer to the Guarantee and Collateral Agreement, dated as of June 23, 2006, among Interline Brands, Inc., a Delaware corporation, Interline Brands, Inc., a New Jersey corporation (“Interline New Jersey”), certain subsidiaries of Interline New Jersey and JPMorgan Chase Bank, N.A., as collateral agent, which is furnished as Exhibit 4.3 to this Annual Report for the fiscal year ended December 25, 2009.

EXHIBIT F

[FORM OF]

PERFECTION CERTIFICATE

Reference is made to the Credit Agreement dated as of June 23, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Interline Brands, Inc., a Delaware corporation (“Holdings”), Interline Brands, Inc., a New Jersey corporation (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), Xxxxxx Commercial Paper Inc., as Syndication Agent, and Bank of America, N.A., SunTrust Bank and Wachovia Bank, N.A., as Co-Documentation Agents. Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement or the Guarantee and Collateral Agreement referred to therein, as applicable.

The undersigned, a Financial Officer, hereby certifies to the Administrative Agent and each other Secured Party as follows:

1. Names. (a) The exact legal name of each Grantor, as such name appears in its respective certificate of formation, is as follows:

(b) Set forth below is each other legal name each Grantor has had in the past five years, together with the date of the relevant change:

Grantor	Other Legal Names within the Past 5 Years	Date of Change

(c) Except as set forth in Schedule 1 hereto, no Grantor has changed its identity or corporate structure in any way within the past five years.(1)

(d) The following is a list of all other names (including trade names or similar appellations) used by each Grantor or any of its divisions or other business units in connection with the conduct of its business or the ownership of its properties at any time during the past five years:

(1) Changes in identity or corporate structure would include mergers, consolidations and acquisitions, as well as any change in the form, nature or jurisdiction of organization. If any such change has occurred, include in Schedule 1 the information required by Sections 1 and 2 of this certificate as to each acquiree or constituent party to a merger or consolidation.

(e) Set forth below is the Organizational Identification Number, if any, issued by the jurisdiction of formation of each Grantor that is a registered organization:

Grantor		Organizational Identification Number

(f) Set forth below is the Federal Taxpayer Identification Number of each Grantor: [only necessary for filing in North Dakota and South Dakota.]

Grantor		Federal Taxpayer Identification Number

2. Current Locations. (a) The chief executive office of each Grantor is located at the address set forth opposite its name below:

(b) Set forth below opposite the name of each Grantor are all locations where such Grantor maintains any books or records relating to any Accounts Receivable (with each location at which chattel paper, if any, is kept being indicated by an “*”):

(c) The jurisdiction of formation of each Grantor that is a registered organization is set forth opposite its name below:

Grantor:		Jurisdiction:

(d) Set forth below opposite the name of each Grantor are all the locations where such Grantor maintains any Equipment or other Collateral not identified above:

(e) Set forth below opposite the name of each Grantor are all the places of business of such Grantor not identified in paragraph (a), (b), (c) or (d) above:

(f) Attached hereto as Schedule 2(f) is a list of all real property held by each Grantor, whether owned or leased, the name of the Grantor that owns or leases said property and the fair market value apportioned to each site.

(g) Set forth below opposite the name of each Grantor are the names and addresses of all Persons other than such Grantor that have possession of any of the Collateral of such Grantor:

3. Unusual Transactions. All Accounts have been originated by the Grantors and all Inventory has been acquired by the Grantors in the ordinary course of business.

4. File Search Reports. File search reports have been obtained from each Uniform Commercial Code filing office identified with respect to such Grantor in Section 2 hereof, and such search reports reflect no liens against any of the Collateral other than those permitted under the Credit Agreement.

5. UCC Filings. Financing statements in substantially the form of Schedule 5 hereto have been prepared for filing in the proper Uniform Commercial Code filing office in the jurisdiction in which each Grantor is located and, to the extent any of the collateral is comprised of fixtures, timber to be cut or as extracted collateral from the wellhead or minehead, in the proper local jurisdiction, in each case as set forth with respect to such Grantor in Section 2 hereof.

6. Schedule of Filings. Attached hereto as Schedule 6 is a schedule setting forth, with respect to the filings described in Section 5 above, each filing and the filing office in which such filing is to be made.

7. Stock Ownership and other Equity Interests. Attached hereto as Schedule 7 is a true and correct list of all the issued and outstanding stock, partnership interests, limited liability company membership interests or other equity interests owned by the Borrower, Holdings and each Subsidiary and the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests. Also set forth on Schedule 7 is each equity investment of Holdings, the Borrower or any Subsidiary that represents 50% or more of the equity of the entity in which such investment was made.

8. Debt Instruments. Attached hereto as Schedule 8 is a true and correct list of all promissory notes and other evidence of indebtedness held by Holdings, the Borrower and each Subsidiary that are required to be pledged under the Collateral Agreement, including all intercompany notes between Holdings and each Subsidiary of Holdings and each Subsidiary of Holdings and each other such Subsidiary.

9. Advances. Attached hereto as Schedule 9 is (a) a true and correct list of all advances made by the Borrower to any Subsidiary of the Borrower or made by any Subsidiary of the Borrower to the Borrower or to any other Subsidiary of the Borrower (other than those identified on Schedule 8), which advances will be on and after the date hereof evidenced by one or more intercompany notes pledged to the Administrative Agent under the Collateral Agreement and (b) a true and correct list of all unpaid intercompany transfers of goods sold and delivered by or to the Borrower or any Subsidiary of the Borrower.

10. Mortgage Filings. Attached hereto as Schedule 10 is a schedule setting forth, with respect to each Mortgaged Property, (a) the exact name of the Person that owns such property as such name appears in its certificate of incorporation or other organizational document, (b) if different from the name identified pursuant to clause (a), the exact name of the current record owner of such property reflected in the records of the filing office for such property identified pursuant to the following clause and (c) the filing office in which a Mortgage with respect to such property must be filed or recorded in order for the Administrative Agent to obtain a perfected security interest therein.

11. Intellectual Property. Attached hereto as Schedule 11(A) in proper form for filing with the United States Patent and Trademark Office is a schedule setting forth all of each Grantor’s Patents, Patent licenses and Patent applications, including the name of the registered owner, type, registration or application number and the expiration date (if already registered) of each Patent, Patent license and Patent application owned by any Grantor.

Attached hereto as Schedule 11(B) in proper form for filing with the United States Patent and Trademark Office is a schedule setting forth all of each Grantor’s Trademarks, Trademark licenses and Trademark applications, including the name of the registered owner, the registration or application number and the expiration date (if already registered) of each Trademark, Trademark license and Trademark application owned by any Grantor.

Attached hereto as Schedule 11(C) in proper form for filing with the United States Copyright Office is a schedule setting forth all of each Grantor’s Copyrights (including

the name of the registered owner, title and the registration number), Copyright licenses and Copyright applications (including the name of the registered owner and title) of each Copyright, Copyright license or Copyright application owned by any Grantor.

12. Commercial Tort Claims. Attached hereto as Schedule 12 is a true and correct list of commercial tort claims in excess of $250,000 held by any Grantor, including a brief description thereof.

13. Deposit Accounts. Attached hereto as Schedule 13 is a true and correct list of deposit accounts maintained by each Grantor, including the name and address of the depositary institution, the type of account and the account number.

14. Securities Accounts. Attached hereto as Schedule 14 is a true and correct list of securities accounts maintained by each Grantor, including the name and address of the intermediary institution, the type of account and the account number.

IN WITNESS WHEREOF, the undersigned have duly executed this certificate on this [ ] day of [ ], 20[ ].

	[ ],

	by

		Name:
		Title: [Financial Officer]

Grantor

Mailing Address

County