CREDIT AGREEMENT Dated as of June 10, 2011 AMONG FTD GROUP, INC., as Company, THE LENDERS LISTED HEREIN, as Lenders, Wells FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent WELLS FARGO SECURITIES, LLC, as Lead Arranger

Exhibit 10.1

EXECUTION COPY

CREDIT AGREEMENT

Dated as of June 10, 2011

AMONG

FTD GROUP, INC.,

as Company,

THE LENDERS LISTED HEREIN,

as Lenders,

Xxxxx FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

XXXXX FARGO SECURITIES, LLC,

as Lead Arranger

TABLE OF CONTENTS

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EXHIBITS

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SCHEDULES

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CREDIT AGREEMENT

This CREDIT AGREEMENT (this “Agreement”) is dated as of June 10, 2011 and entered into by and among FTD GROUP, INC., a Delaware corporation (“Company”), THE FINANCIAL INSTITUTIONS PARTY HERETO FROM TIME TO TIME AS LENDERS, XXXXX FARGO SECURITIES, LLC, as sole lead arranger and sole book runner (in such capacity, “Lead Arranger”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for Lenders (in such capacity, “Administrative Agent”).

RECITALS

WHEREAS, Lenders, at the request of Company, have agreed to extend certain credit facilities to Company, the proceeds of which will be used to (i) refinance certain existing Indebtedness (capitalized terms used in these recitals without definition shall have the meanings assigned to such terms in Section 1), (ii) pay fees, commissions and expenses in connection with such refinancing and (iii) provide financing for working capital and other general corporate purposes of Company and its Restricted Subsidiaries;

WHEREAS, Company desires to secure all of the Obligations hereunder and under the other Loan Documents by granting to Administrative Agent, on behalf of Lenders, a First Priority Lien on substantially all of its real, personal and mixed property, including a pledge of all of the Capital Stock of its Domestic Subsidiaries and 66% of the Capital Stock of its first tier Foreign Subsidiaries, subject to exceptions contained in the Loan Documents; and

WHEREAS, Holdings and Subsidiary Guarantors have agreed to guarantee the Obligations hereunder and under the other Loan Documents and to secure their guaranties by granting to Administrative Agent, on behalf of Lenders, a First Priority Lien on substantially all of their real, personal and mixed property, including a pledge of all of the Capital Stock of their Domestic Subsidiaries and 66% of the Capital Stock of their first tier Foreign Subsidiaries, subject to exceptions contained in the Loan Documents:

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, Company, Lenders, Lead Arranger and Administrative Agent agree as follows:

SECTION 1.                                                 DEFINITIONS.

Section 1.1. Certain Defined Terms.

The following terms used in this Agreement shall have the following meanings:

“Additional Lender” means any bank or other financial institution that agrees to provide any portion of any Other Loan Commitments and Other Loans pursuant to a Refinancing Amendment in accordance with subsection 2.12; provided that (i) Administrative Agent, the

Issuing Lender and the Swing Line Lender shall have consented (not to be unreasonably withheld) in the applicable Refinancing Amendment to such Additional Lender if such Additional Lender will be providing an Other Revolving Loan Commitment or Other Revolving Loans and if such consent would be required under subsection 10.1B(iii) for an assignment of Loans or Revolving Loan Commitments, as applicable, to such Additional Lender, (ii) Company shall have consented to such Additional Lender and (iii) if such Additional Lender is an Affiliated Lender, such Additional Lender must comply with the limitations and restrictions set forth in subsection 10.1F.

“Additional Mortgaged Property” has the meaning assigned to that term in subsection 6.9.

“Additional Mortgages” has the meaning assigned to that term in subsection 6.9.

“Administrative Agent” has the meaning assigned to that term in the introduction to this Agreement and also means and includes any successor Administrative Agent appointed pursuant to subsection 9.5A.

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

“Affected Lender” has the meaning assigned to that term in subsection 2.6C.

“Affected Loans” has the meaning assigned to that term in subsection 2.6C.

“Affiliate,” as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person.  For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

“Affiliated Lender” means any Affiliate of Company other than the Loan Parties and their respective Subsidiaries.

“Agents” means Administrative Agent and Lead Arranger.

“Aggregate Amounts Due” has the meaning assigned to that term in subsection 10.5.

“Annual Basket Amount” means, at any date of determination, an amount determined on a cumulative basis equal to $15,000,000 for the period commencing on the Closing Date and ending on December 31, 2011 and $15,000,000 for each Fiscal Year thereafter, minus, from and after the Closing Date until the applicable date of determination, the cumulative amount of all Investments, Consolidated Capital Expenditures, Contingent Obligations and Restricted Junior Payments made with amounts available under the Annual Basket Amount.

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“Applicable Period” has the meaning assigned to that term in subsection 2.2A(i).

“Approved Fund” means a Fund that is administered, advised or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Asset Sale” means the sale by Company or any of its Restricted Subsidiaries to any Person (other than Company or any of its wholly-owned Restricted Subsidiaries) pursuant to subsection 7.7(iv) of (i) any of the stock of any of Company’s Restricted Subsidiaries, (ii) substantially all of the assets of any division or line of business of Company or any of its Restricted Subsidiaries, or (iii) any other assets (whether tangible or intangible) of Company or any of its Restricted Subsidiaries (other than (a) inventory sold in the ordinary course of business, (b) Cash Equivalents, (c) sales, assignments, transfers or dispositions of accounts receivable or notes in the ordinary course of business for purposes of collection, and (d) any such other assets to the extent that the aggregate value of such assets sold in any single transaction or related series of transactions is equal to $2,500,000 or less).

“Assignment Agreement” means an Assignment and Assumption in substantially the form of Exhibit VIII annexed hereto.

“Available Basket Amount” means, at any date of determination, an amount determined on a cumulative basis equal to: (i) the sum of (a) an amount equal to (1) the aggregate cumulative amount of Consolidated Excess Cash Flow for all Fiscal Years of Company (commencing with Fiscal Year 2012) prior to such date that is not required to be applied to prepay or repay the Loans pursuant to subsection 2.4B(iv)(d), minus (2) the cumulative amount of all Investments, Consolidated Capital Expenditures, Contingent Obligations and Restricted Junior Payments made with amounts available under the Annual Basket Amount; plus (b) the Net Asset Sale Proceeds received by Company from any Investments made with amounts available under the Available Basket Amount or the Annual Basket Amount; plus (c) returns, profits, distributions, payments and any similar amounts received in Cash or Cash Equivalents from any Investments made with amounts available under the Available Basket Amount or the Annual Basket Amount; plus (d) the amount of Investments of Company and its Restricted Subsidiaries in any Unrestricted Subsidiary that has been redesignated a Restricted Subsidiary or has been merged into or consolidated with Company or any of its Restricted Subsidiaries so long as such Investments were originally made or deemed made with amounts available under the Available Basket Amount or the Annual Basket Amount; plus (e) the fair market value of the assets of any Unrestricted Subsidiary that have been transferred to Company or any of its Restricted Subsidiaries so long as, and to the extent of the amount of, Investments relating to such Unrestricted Subsidiary made or deemed made with amounts available under the Available Basket Amount or the Annual Basket Amount; plus (f) Contingent Obligations made under subsection 7.4(xii) with amounts available under the Available Basket Amount or the Annual Basket Amount to the extent the liability with respect thereto was terminated without payment by Company or any of its Restricted Subsidiaries, minus (ii) the cumulative amount of all Investments made under subsection 7.3(xi), Restricted Junior Payments made under subsection 7.5(iii), Consolidated Capital Expenditures made under subsection 7.8(ii) and Contingent

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Obligations made under subsection 7.4(xii), in each case made (x) with amounts available under the Available Basket Amount and (y) after the Closing Date and prior to such time.

“Available Equity Amount” means, at any date of determination, an amount determined on a cumulative basis equal to: (i) the sum of (a) the amount of Net Securities Proceeds received by Company from (1) the issuance of Capital Stock (other than Disqualified Equity or Specified Equity Contributions) of Company or (2) capital contributions made to Company by Holdings (other than Specified Equity Contributions); plus (b) the amount of Net Securities Proceeds received by Company from the issuance of any Indebtedness or Disqualified Equity of Company which has been issued after the Closing Date and exchanged for or converted into Qualified Equity of Company; plus (c) the Net Asset Sale Proceeds received by Company from any Investments made with amounts available under the Available Equity Amount; plus (d) returns, profits, distributions, payments and any similar amounts received in Cash or Cash Equivalents from any Investments made with amounts available under the Available Equity Amount; plus (e) the amount of Investments of Company and its Restricted Subsidiaries in any Unrestricted Subsidiary that has been redesignated a Restricted Subsidiary or has been merged into or consolidated with Company or any of its Restricted Subsidiaries so long as such Investments were originally made or deemed made with amounts available under the Available Equity Amount; plus (f) the fair market value of the assets of any Unrestricted Subsidiary that have been transferred to Company or any of its Restricted Subsidiaries so long as, and to the extent of the amount of, Investments relating to such Unrestricted Subsidiary made or deemed made with amounts available under the Available Equity Amount; plus (g) Contingent Obligations made under subsection 7.4(xii) with amounts available under the Available Equity Amount to the extent the liability with respect thereto was terminated without payment by Company or any of its Restricted Subsidiaries, minus (ii) the cumulative amount of all Investments made under subsection 7.3(xi), Restricted Junior Payments made under subsection 7.5(iii), Consolidated Capital Expenditures made under subsection 7.8(ii) and Contingent Obligations made under subsection 7.4(xii), in each case made (x) with amounts available under the Available Equity Amount and (y) after the Closing Date and prior to such time.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Base Rate” means, at any time, the highest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus 0.50% and (iii) except during any period of time during which a notice delivered to Company under subsection 2.6 shall remain in effect, the LIBOR Rate for an Interest Period of one month plus 1.00%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Effective Rate or the LIBOR Rate.

“Base Rate Loans” means Loans bearing interest at rates determined by reference to the Base Rate as provided in subsection 2.2A.

“Base Rate Margin” means the margin over the Base Rate used in determining the rate of interest of Base Rate Loans pursuant to subsection 2.2A.

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“Beneficially Own” has the meaning assigned to that term in Rules 13d-3 and 13d-5 of the Exchange Act.  The term “Beneficial Owner” shall have a corresponding meaning.

“Business Day” means (i) for all purposes other than as covered by clause (ii) below, any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of California or New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close, and (ii) with respect to all notices, determinations, fundings and payments in connection with the LIBOR Rate or any LIBOR Rate Loans, any day that is a Business Day described in clause (i) above and that is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“Capital Lease,” as applied to any Person, means any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP as in effect on the date hereof, is accounted for as a capital lease on the balance sheet of that Person; provided, however, that for the avoidance of doubt, any lease that is accounted for by any Person as an operating lease as of the Closing Date and any similar lease entered into after the Closing Date by any Person may, in the sole discretion of Company, be accounted for as an operating lease and not as a Capital Lease.

“Capital Stock” means the capital stock of or other equity interests in a Person.

“Cash” means money, currency or a credit balance in a Deposit Account.

“Cash Equivalents” means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed or insured as to interest and principal by the United States Government or any agency or instrumentality thereof or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within two years after such date and having, at the time of the acquisition thereof, one of the two highest ratings obtainable from either S&P or Xxxxx’x (or reasonably equivalent ratings of another internationally recognized rating agency); (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-2 from S&P or at least P-2 from Xxxxx’x; (iv) demand deposits, time deposits and certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that at the time of investment (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; (v) repurchase agreements and reverse repurchase agreements with any Lender or any Affiliate thereof (determined at the time such agreement is entered into) relating to marketable securities meeting the criteria set forth in clause (i) above; (vi) repurchase obligations with a term of not more than 28 days for underlying securities of the types described in clauses (i) and (v) above entered into with any financial institution meeting the qualifications specified in clause (iv) above (determined at the time such agreement is entered into); (vii) shares of any money

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market mutual fund that has at least 95% of its assets invested continuously in the types of investments referred to in clauses (i) through (vi) above (determined at the time of acquisition thereof); or (viii) with respect to Investments by any Foreign Subsidiary, any demand deposit account or other Investment having credit quality (in the reasonable judgment of Company) similar to the foregoing (taking into account Investments available to such Foreign Subsidiary in the jurisdiction in which such Foreign Subsidiary operates) and available for investment in the jurisdiction where such Foreign Subsidiary operates.

“Change in Control” means the occurrence of any one of the following:

(i)         Holdings at any time ceases to legally own and Beneficially Own and control 100% of the Voting Stock of Company;

(ii)        prior to an IPO, United Online ceases to Beneficially Own Voting Stock of Holdings representing a majority of the voting power (in an election of members of the Governing Body of Holdings) of the total outstanding Voting Stock of Holdings;

(iii)       upon and following an IPO, (i) United Online ceases to Beneficially Own Voting Stock of Holdings representing more than 35% of the voting power (in an election of members of the Governing Body of Holdings) of the total outstanding Voting Stock of Holdings or (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than United Online and its wholly-owned Subsidiaries, is or becomes the Beneficial Owner of Voting Stock of Holdings representing a higher percentage of the voting power (in an election of members of the Governing Body of Holdings) of the total outstanding Voting Stock of Holdings than is Beneficially Owned by United Online and its wholly-owned Subsidiaries at such time;

(iv)       upon and following an IPO, during any period of two consecutive years, individuals who at the beginning of such period constituted the Governing Body of Holdings (together with any new members whose election to such Governing Body or whose nomination for election was approved by (i) a vote of a majority of the members of the Governing Body of Holdings, which members comprising such majority are then still in office and were either directors at the beginning of such period or whose election or nomination for election was previously so approved or (ii) United Online or any of its wholly-owned Subsidiaries) cease for any reason to constitute a majority of the Governing Body of Holdings; or

(v)        the occurrence of a “Change in Control” as defined in any item of Indebtedness of Holdings, Company or its Restricted Subsidiaries in the outstanding principal amount of $50,000,000 or more.

For purposes of this definition, a person shall not be deemed to have Beneficial Ownership of Capital Stock subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

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“Change in Law” means the occurrence, after the date of this Agreement, of any of the following:  (i) the adoption or taking effect of any law, rule, regulation, treaty or order, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Government Authority, (iii) any determination of a court or other Government Authority or (iv) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Government Authority; provided that notwithstanding anything herein to the contrary, (a) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection therewith  and (b) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervisions (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Class,” as applied to Lenders, means each of the following two classes of Lenders:  (i) Lenders having Revolving Loan Exposure and (ii) Lenders having Term Loan Exposure.  Notwithstanding the foregoing, separate tranches of Revolving Loans, Other Revolving Loans, Term Loans, Incremental Term Loans and Other Term Loans shall constitute separate Classes.

“Closing Date” means the date on which the conditions precedent set forth in subsection 4.1 are satisfied (or waived, as applicable) and the initial Loans are made.

“Closing Date Mortgage Policies” has the meaning assigned to that term in subsection 4.1I.

“Closing Date Mortgaged Property” has the meaning assigned to that term in subsection 4.1I.

“Closing Date Mortgages” has the meaning assigned to that term in subsection 4.1I.

“Collateral” means, collectively, all of the real, personal and mixed property in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.

“Collateral Account” has the meaning assigned to that term in the Security Agreement.

“Collateral Documents” means the Security Agreement, the Foreign Pledge Agreements, the Mortgages and all other instruments or documents delivered by any Loan Party pursuant to this Agreement or any of the other Loan Documents in order to grant to Administrative Agent, on behalf of Lenders, a Lien on any real, personal or mixed property of that Loan Party as security for the Obligations.

“Commercial Letter of Credit” means any letter of credit or similar instrument issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by Company or any of its Restricted Subsidiaries in the ordinary course of business of Company or such Restricted Subsidiary.

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“Commitments” means the commitments of Lenders to make Loans as set forth in subsections 2.1A and 3.3 and in any applicable Lender Joinder Agreement or Refinancing Amendment.

“Communications” has the meaning assigned to that term in subsection 10.8.

“Company” has the meaning assigned to that term in the introductory paragraph hereto.

“Competitor” means a Person or Affiliate of any Person (other than Administrative Agent or any Affiliate thereof or any Affiliate of any Loan Party, subject to the limitations set forth in this definition) that is primarily engaged in the business of selling or providing floral products or services, including, without limitation, fresh flowers, floral arrangements, special occasion gifts and floral network-related products and services; provided, that the foregoing shall not cause a Person that holds a passive investment constituting, directly or indirectly, less than 15% of the Capital Stock of any entity owning or operating any such business to be a Competitor.

“Compliance Certificate” means a certificate substantially in the form of Exhibit VII annexed hereto.

“Competitive Bid” has the meaning assigned to that term in subsection 2.4B(vi).

“Competitive Bid Price” has the meaning assigned to that term in subsection 2.4B(vi).

“Competitive Bid Request” has the meaning assigned to that term in subsection 2.4B(vi).

“Competitive Bid Submission Deadline” has the meaning assigned to that term in subsection 2.4B(vi).

“Confidential Information Memorandum” means the Confidential Information Memorandum dated May 2011 prepared by Lead Arranger relating to the credit facilities evidenced by this Agreement.

“Consolidated Adjusted EBITDA” means, for any period, the sum, without duplication, of the amounts for such period of (i) Consolidated Net Income, (ii) Consolidated Interest Expense and any amounts referred to in subsection 2.3 payable on or before the Closing Date, (iii) provisions for Taxes based on income, (including provisions recorded to the extent necessary to permit any corporate parent (or any Affiliate of such corporate parent) to discharge the consolidated, combined or other group Tax liabilities of such corporate parent and its Restricted Subsidiaries), (iv) total depreciation expense, (v) total amortization expense, (vi) management or employee retention or incentive expenses under any Loan Party’s cliff bonus plan or any other bonus or incentive plan, (vii) any foreign currency translation or transaction gains or losses (including gains or losses related to currency remeasurements of indebtedness), (viii) all extraordinary, unusual or non-recurring losses, charges or expenses, including, without limitation, expenses resulting from actual or potential transactions such as business combinations, mergers, acquisitions, and financing transactions (including compensation expense and expense for advisors and representatives such as investment bankers, consultants, attorneys

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and accounting firms), severance expenses, facility closure expenses, relocation costs, and charges (including fees, expenses, damages and settlement costs) related to litigation, arbitration, investigations, disputes or similar matters (minus any extraordinary, unusual or non-recurring gains (other than the proceeds of business interruption insurance)) (it being understood and agreed that Item 10(e) of Regulation S-K under the Securities Act of 1933 (“Regulation S-K”) shall not constitute a limitation on any such determination and unusual or non-recurring losses, charges, expenses or gains shall be determined by Company in good faith), (ix) all other non-Cash items, including, without limitation, non-Cash stock compensation expenses for officers, directors, employees and consultants (other than any such non-Cash item to the extent it represents an accrual of or reserve for Cash expenditures in any future period), (x) all Equity-Related Compensation Payments, (xi) all expenses incurred in connection with the prepayment, amendment or refinancing of Indebtedness, (xii) (A) any impairment charge or asset write-off or write-down, in each case relating to an intangible asset, pursuant to FASB ASC 000-00-00 and FASB ASC 350, (B) the amortization of intangible assets arising pursuant to FASB ASC 805, (C) the amortization or write-off deferred financing fees and (D) the amortization of other intangible assets, (xiii) corporate expenses and overhead funded or provided by the corporate parent of Holdings and not paid in Cash by Holdings, Company or any of their Restricted Subsidiaries, but only, in the case of clauses (ii) through (xiii) above, to the extent deducted in the calculation of Consolidated Net Income, less non-Cash items added in the calculation of Consolidated Net Income (other than any such non-Cash items to the extent expected to result in the receipt of Cash payments in any future period), and (xiv) Specified Equity Contributions, to the extent that Company requests their inclusion for purposes of calculating Consolidated Adjusted EBITDA, all of the foregoing as determined on a consolidated basis for Company and its Restricted Subsidiaries; provided that (A) no more than two Specified Equity Contributions may be made in any four consecutive Fiscal Quarter period, (B) the amount of any such Specified Equity Contribution shall be no greater than the amount necessary to prevent a violation of subsections 7.6A or 7.6B, (C) no more than four Specified Equity Contributions may be made prior to the Term Loan Maturity Date, and (D) Specified Equity Contributions shall only be included in the calculation of Consolidated Adjusted EBITDA for the purposes of calculating compliance with subsections 7.6A and 7.6B and not for purposes of calculating Pro Forma Compliance or any other purpose.  Other than for purposes of calculating Consolidated Excess Cash Flow, Consolidated Adjusted EBITDA shall be calculated on a Pro Forma Basis.

“Consolidated Capital Expenditures” means, for any period, the sum of the aggregate of all expenditures (whether paid in Cash or other consideration or accrued as a liability and including that portion of Capital Leases which is capitalized on the consolidated balance sheet of Company and its Restricted Subsidiaries) by Company and its Restricted Subsidiaries during that period that, in conformity with GAAP, are included in “additions to property, plant or equipment” or comparable items reflected in the consolidated statement of cash flows of Company and its Restricted Subsidiaries minus the sum of the following to the extent included in calculating Consolidated Capital Expenditures during such period: (i) any Permitted Acquisition consummated during such period, (ii) capital expenditures in respect of the reinvestment of Net Asset Sale Proceeds in accordance with the terms of subsection 2.4B(iv)(a) during such period, (iii) capital expenditures made with proceeds of Net Insurance/Condemnation Proceeds in accordance with the terms of subsection 6.4C during such period, or in the case of any Foreign Subsidiary, capital expenditures made with proceeds of insurance settlements, condemnation

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awards or other settlements in respect of lost, destroyed, damaged or condemned assets, equipment or property, and (iv) sale leaseback transactions permitted under this Agreement.  For purposes of this definition, the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment or with insurance proceeds shall be included in Consolidated Capital Expenditures only to the extent of the gross amount of such purchase price less the credit granted by the seller of such equipment for the equipment being traded in at such time or the amount of such proceeds, as the case may be.

“Consolidated Cash Interest Expense” means, for any period, Consolidated Interest Expense for such period (excluding, however, (i) any interest expense not payable in Cash (including amortization of discount and amortization of debt issuance costs) and (ii) original issue discount, financing fees, redemption premiums and agent fees).

“Consolidated Current Assets” means, as at any date of determination, the total assets of Company and its Restricted Subsidiaries on a consolidated basis which may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents.

“Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of Company and its Restricted Subsidiaries on a consolidated basis which may properly be classified as current liabilities in conformity with GAAP, excluding the current portions of Capital Leases and Indebtedness of Company and its Restricted Subsidiaries.

“Consolidated Excess Cash Flow” means, for any period, an amount (if positive) equal to (i) the sum, without duplication, of the amounts for such period of (a) Consolidated Adjusted EBITDA and (b) the Consolidated Working Capital Adjustment minus (ii) the sum, without duplication, of the amounts for such period, of (a) Consolidated Cash Interest Expense, (b) scheduled repayments of the Term Loans, (c) current taxes based on income of Company and its Restricted Subsidiaries and paid in Cash with respect to such period (including payments under a tax sharing agreement entered into with an Affiliate of Company permitted by subsection 7.9), (d) Consolidated Capital Expenditures (net of any proceeds of any related financings with respect to such expenditure), (e) Cash payments made in respect of Permitted Acquisitions and other Investments permitted by subsection 7.3, (f) extraordinary Cash losses added in the calculations of Consolidated Adjusted EBITDA, (g) to the extent expensed in a prior Fiscal Year, the amount, if any, of cliff bonus payments made during such Fiscal Year, (h) other Cash expenses added in the calculation of Consolidated Adjusted EBITDA or excluded from Consolidated Net Income, and (i) Cash payments made in respect of Equity Related Compensation Payments.

“Consolidated Fixed Charge Coverage Ratio” means, as of the last day of any Fiscal Quarter, the ratio of (i) Consolidated Adjusted EBITDA for the consecutive four Fiscal Quarters ending on such day minus the sum of (a) current taxes based on income of Company and its Restricted Subsidiaries and paid in Cash with respect to such period and (b) the greater of Maintenance Consolidated Capital Expenditures (net of any proceeds of any related financings with respect to such expenditures) for such period and $8,000,000 to (ii) Consolidated Cash Interest Expense plus scheduled payments of Indebtedness (as such scheduled payments of Indebtedness may be reduced from time to time by voluntary and mandatory prepayments) for

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such period; provided, however, that for purposes of determining the Consolidated Fixed Charge Coverage Ratio as of the last day of each of the first three complete Fiscal Quarters following the Closing Date, Consolidated Cash Interest Expense and scheduled payments of Indebtedness shall be annualized by multiplying the sum of actual Consolidated Cash Interest Expense and scheduled payments of Indebtedness for the first full Fiscal Quarter following the Closing Date by four, actual Consolidated Cash Interest Expense and scheduled payments of Indebtedness for the first two full Fiscal Quarters following the Closing Date by two, and actual Consolidated Cash Interest Expense and scheduled payments of Indebtedness for the first three full Fiscal Quarters following the Closing Date by 1.33.

“Consolidated Interest Expense” means, for any period, total interest expense (including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of Company and its Restricted Subsidiaries on a consolidated basis (after giving effect to all Interest Rate Agreements and payments received or made thereunder with respect to all outstanding Indebtedness of Company and its Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, and amounts referred to in subsection 2.3 payable to Administrative Agent and Lenders that are considered interest expense in accordance with GAAP, but excluding, however, any such amounts referred to in subsection 2.3 payable on or before the Closing Date).

“Consolidated Net Income” means, for any period, the net income (or loss) of Company and its Restricted Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP; provided that there shall be excluded (i) the income (or loss) of any Person (other than a Restricted Subsidiary of Company or IS Group) in which any other Person (other than Company or any of its Restricted Subsidiaries) has a joint interest, with the amount of such income (or loss) to be determined in accordance with GAAP (it being understood that distributions and dividends actually received by Company or any of its Restricted Subsidiaries from such Person during such period shall be included in Consolidated Net Income), (ii) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of Company or is merged into or consolidated with Company or any of its Restricted Subsidiaries or that Person’s assets are acquired by Company or any of its Restricted Subsidiaries (provided, however, that the exclusion in this sub-clause (ii) shall not apply in connection with the calculation of any financial ratio to the extent otherwise provided in the related definitions), (iii) the income of any Restricted Subsidiary of Company that is not a Guarantor to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary, (iv) any after-tax gains or losses attributable to Asset Sales or returned surplus assets of any Employee Benefit Plan (other than a Multiemployer Plan), (v) non-Cash gains and losses attributable to the movement in the xxxx to market valuation of Hedging Obligations pursuant to Financial Accounting Standards Board Statement No. 133) and (vi) (to the extent not included in clauses (i) through (v) above) any net extraordinary gains or net extraordinary losses.

“Consolidated Net Leverage Ratio” means, as of the last day of any Fiscal Quarter, the ratio of (i)(a) as of such day (and without duplication), all indebtedness of Company and its

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Restricted Subsidiaries for borrowed money including but not limited to (1) senior bank Indebtedness, senior notes, and Subordinated Indebtedness, (2) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP, (3) issued and outstanding letters of credit, (4) guarantees in respect of borrowed money, (5) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA and any such obligations subject to the satisfaction of a condition or contingency but only to the extent of the portion of such obligations subject to such condition or contingency and only as long as such condition or contingency has not been satisfied), which purchase price is (A) due more than six months from the date of incurrence of the obligation in respect thereof or (B) evidenced by a note or similar written instrument, and (6) all Indebtedness secured by any Lien on any property or asset owned or held by Company or any of its Restricted Subsidiaries regardless of whether the Indebtedness secured thereby shall have been assumed by Company or such Restricted Subsidiary or is nonrecourse to the credit of Company or such Restricted Subsidiary (excluding insurance premium financing) minus (b) all unrestricted Cash or Cash Equivalents of Company and its Restricted Subsidiaries in an amount not to exceed $15,000,000 (which unrestricted Cash and Cash Equivalents shall be deemed to include all Cash and Cash Equivalents that are subject to the Liens created by or pursuant to this Agreement and the Loan Documents but no other Liens other than Permitted Encumbrances) to (ii) Consolidated Adjusted EBITDA for the consecutive four Fiscal Quarters ending on such day.

“Consolidated Working Capital” means, as at any date of determination, the excess (or deficit) of Consolidated Current Assets over Consolidated Current Liabilities.

“Consolidated Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.  For purposes of calculating the Consolidated Working Capital Adjustment  for any Fiscal Year during which a Permitted Acquisition occurs, the current assets and current liabilities of the Person or business acquired as of the date that such Permitted Acquisition is consummated shall be added to Consolidated Current Assets and Consolidated Current Liabilities as of January 1 of such Fiscal Year.

“Contingent Obligation,” as applied to any Person, means any direct or indirect liability, contingent or otherwise, of that Person (i) with respect to any Indebtedness, lease, dividend or other obligation of another if the primary purpose or intent thereof by the Person incurring the Contingent Obligation is to provide assurance to the obligee of such obligation of another that such obligation of another will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected (in whole or in part) against loss in respect thereof, (ii) with respect to any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings, or (iii) under Hedge Agreements.  Contingent Obligations shall include (a) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another, (b) the obligation to make take-or-pay or similar payments if required regardless of non-performance by any other party or parties to an agreement, and (c) any liability

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of such Person for the obligation of another through any agreement (contingent or otherwise) (1) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (2) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under clauses (1) or (2) of this sentence, the primary purpose or intent thereof is as described in the preceding sentence.  The amount of any Contingent Obligation shall be equal to the principal amount of the obligation so guaranteed or otherwise supported or, if less, the amount to which such Contingent Obligation is specifically limited or, if not stated, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith.

“Contractual Obligation,” as applied to any Person, means any provision of any Security issued by that Person or of any material indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Control Agreement” means an agreement, reasonably satisfactory in form and substance to Administrative Agent and executed by the financial institution or securities intermediary at which a Deposit Account or a Securities Account, as the case may be, is maintained, pursuant to which such financial institution or securities intermediary confirms and acknowledges Administrative Agent’s security interest in such account, and agrees that the financial institution or securities intermediary, as the case may be, will comply with instructions or entitlement orders originated by Administrative Agent as to disposition of funds in such account, without further consent by Company or any Restricted Subsidiary.

“Credit Agreement Refinancing Date” has the meaning assigned to that term in subsection 2.12A.

“Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement to which Company or any of its Restricted Subsidiaries is a party.

“Defaulting Lender” means any Lender that (i) has failed to fund any portion of the Revolving Loans, any Term Loan, any participations in Letters of Credit or any participations in Swing Line Loans required to be funded by it hereunder within one Business Day of the date any such amount is required to be funded by it hereunder, (ii) has otherwise failed to pay over to Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless such amount is the subject of a good faith dispute, (iii) has notified Company, Administrative Agent or any other Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply or has failed to comply with its funding obligations under this Agreement or generally under other agreements in which it commits or is obligated to extend credit, or (iv) has (or is a subsidiary of a Person that has) become or is insolvent or, other than via an Undisclosed Administration, has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian

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appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

“Deposit Account” means a demand, time, savings, passbook or similar account maintained with a Person engaged in the business of banking, including a savings bank, savings and loan association, credit union or trust company.

“Disqualified Equity” means any class or series of Capital Stock of any Person that by its terms or otherwise is (i) required to be redeemed prior to the Latest Maturity Date at the time of issuance of such Capital Stock, (ii) redeemable at the option of the holder of such class or series of Capital Stock at any time prior to the Latest Maturity Date at the time of issuance of such Capital Stock or (iii) convertible into or exchangeable for Capital Stock referred to in clause (i) or (ii) above or Indebtedness having a scheduled maturity prior to the Latest Maturity Date at the time of issuance of such Capital Stock; provided that any Capital Stock that would not constitute Disqualified Equity but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the Latest Maturity Date at the time of issuance of such Capital Stock shall not constitute Disqualified Equity if the “asset sale” or “change in control” provisions applicable to such Capital Stock are no more favorable to the holders of such Capital Stock than the provisions contained herein and such Capital Stock specifically provides that such Person will not repurchase or redeem any such Capital Stock pursuant to such provisions (x) prior to Company’s prepayment of Loans and reductions of the Revolving Loan Commitment Amount or (y) unless otherwise permitted under this Agreement.

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Domestic Subsidiary” means any Restricted Subsidiary of Company that is incorporated or organized under the laws of the United States of America, any state thereof or in the District of Columbia.

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was maintained or contributed to by Company, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates.

“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Government Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law, (ii) in connection with any Hazardous Materials or any actual or alleged Hazardous Materials Activity, or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“Environmental Laws” means any and all current or future statutes, ordinances, orders, rules, regulations, guidance documents, judgments, applicable Governmental Authorizations, or any other requirements of any Government Authority relating to (i) environmental matters, including those relating to any Hazardous Materials Activity, (ii) the generation, use, storage,

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transportation or disposal of Hazardous Materials, or (iii) occupational safety and health and industrial hygiene (as such matters related to Hazardous Materials), land use or the protection of human, plant or animal health or welfare, in any manner applicable to Company or any of its Restricted Subsidiaries or any Facility.

“Equity Related Compensation Payments” means payments by Company or any Restricted Subsidiary (including through Holdings) made in respect of Capital Stock awards (including, without limitation, restricted stock units, restricted stock, stock options and other forms of equity awards) of United Online that are granted as compensation to or received as compensation by officers, directors or employees of Holdings, Company and its Restricted Subsidiaries or made in respect of United Online’s employee stock purchase plan, in each case whether for the cost of such Capital Stock awards or stock acquired under United Online’s employee stock purchase plan, dividends, distributions or similar payments made in respect of such Capital Stock awards or for the purpose of satisfying withholding tax payments in connection therewith (including payments made to reimburse United Online for any of the foregoing).

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

“ERISA Affiliate,” as applied to any Person, means (i) any corporation that is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) that is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member.  Any former ERISA Affiliate of a Person or any of its Restricted Subsidiaries shall continue to be considered an ERISA Affiliate of such Person or such Restricted Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of such Person or such Restricted Subsidiary and with respect to liabilities arising after such period for which such Person or such Restricted Subsidiary could be liable under the Internal Revenue Code or ERISA.

“ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 412(m) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by Company, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan

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resulting in liability pursuant to Section 4063 or 4064 of ERISA with respect to any Loan Party; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on Company, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor with respect to any Loan Party, or the receipt by Company, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against Company, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (ix) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (x) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

“Eurodollar Reserve Percentage” means, for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

“Event of Default” means each of the events set forth in Section 8.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“Exchange Rate” means, as of any date of determination, the nominal rate of exchange of Administrative Agent in the New York foreign exchange market for the sale of the relevant currency in exchange for Dollars at 12:00 noon (San Francisco time) one Business Day prior to such date, expressed as a number of units of such currency per one Dollar.

“Excluded Assets” means (i) any equipment that is covered by a certificate of title, (ii) any foreign intellectual property, (iii) any deposit account or securities account of a Loan Party used solely for payroll, payroll taxes and other employee wage and benefit payments, or containing a principal balance of $3,000,000 or less, (iv) any Real Property Asset with a value of $5,000,000 or less, (v) any other assets to the extent that obtaining or perfecting such lien on such assets violates applicable law unless such prohibition is not effective under applicable law

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or any Contractual Obligation (other than any “negative pledge” provision in favor of any Person not permitted hereunder) and (vi) any other assets as to which Administrative Agent shall determine in its sole discretion that the cost of obtaining or perfecting such lien on such assets is excessive in relation to the benefits to the Lenders of the security afforded thereby.

“Excluded Taxes” means, with respect to Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of Company hereunder (i) Taxes that are measured by or imposed on the net income or profits (however denominated) and franchise, capital, excise or similar taxes imposed in lieu of a net income or profits tax (a) by any Government Authority under the laws of which such recipient is organized, has its principal office or is a resident for Tax purposes, maintains its applicable lending office, or otherwise engages in business, or (b) by any Government Authority as a result of a present or former connection between such recipient and the jurisdiction of such Government Authority (other than any such connection arising solely from such recipient having executed, delivered or performed its obligations or received a payment under, or enforced, any of the Loan Documents), (ii) any branch profits taxes imposed by any Governmental Authority described in subclause (i)(a) of this paragraph, (iii) backup withholding taxes imposed by the United States (or similar tax imposed by any other Governmental Authority), (iv) in the case of a Lender, Issuing Lender or Swing Line Lender or Administrative Agent (as applicable), any withholding tax that (x) is imposed on amounts payable to such Person at the time it becomes a party hereto (or designates a new lending office), except to the extent that such Person (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from Company with respect to such withholding tax pursuant to subsection 2.7B or (y) is attributable to such Person’s failure or inability to comply with its obligations under subsection 2.7B(iv) and (v) any Taxes imposed under FATCA.

“Existing Credit Agreement” means that certain Credit Agreement dated as of August 4, 2008 among FTD Group, Inc., the lenders party thereto from time to time, Xxxxx Fargo, as administrative agent, LaSalle Bank National Association, as syndication agent, and ING Capital LLC, as documentation agent.

“Existing Letters of Credit” means those letters of credit set forth on Schedule 3.1.

“Extended Revolving Loan Commitment” has the meaning assigned to that term in subsection 2.13A.

“Extended Term Loans” has the meaning assigned to that term in subsection 2.13A.

“Extending Revolving Lender” has the meaning assigned to that term in subsection 2.13A.

“Extending Term Lender” has the meaning assigned to that term in subsection 2.13A.

“Extension” has the meaning assigned to that term in subsection 2.13A.

“Extension Offer” has the meaning assigned to that term in subsection 2.13A.

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“Facilities” means any and all real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Company or any of its Restricted Subsidiaries or any of their respective predecessors or Affiliates.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code (as of the date hereof) or any amended version that is substantively comparable and any current or future regulations promulgated thereunder or official interpretations thereof.

“Federal Funds Effective Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day (or, if such day is not a Business Day, for the immediately preceding Business Day), as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if such rate is not so published for any day which is a Business Day, the average of the quotation for such day on such transactions received by Administrative Agent from three Federal Funds brokers of recognized standing selected by Administrative Agent.

“Financial Officer” means the chief financial officer, treasurer, assistant treasurer, controller or senior vice president of finance of a corporation, partnership, trust or limited liability company.

“Financial Plan” has the meaning assigned to that term in subsection 6.1(xii).

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that (i) such Lien is perfected and has priority over any other Lien on such Collateral (other than Liens permitted pursuant to clauses (i)-(vi) of subsection 7.2A) and (ii) such Lien is the only Lien (other than Liens permitted pursuant to subsection 7.2A) to which such Collateral is subject.

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

“Fiscal Year” means the fiscal year of Company and its Restricted Subsidiaries ending on December 31 of each calendar year.  For purposes of this Agreement, any particular Fiscal Year shall be designated by reference to the calendar year in which such Fiscal Year ends.

“Flood Hazard Property” means a Closing Date Mortgaged Property or an Additional Mortgaged Property located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than the United States, any State thereof and the District of Columbia.

“Foreign Plan” means any employee benefit plan maintained by Company or any of its Restricted Subsidiaries that is mandated or governed by any law, rule or regulation of any

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Government Authority other than the United States, any state thereof or any other political subdivision thereof.

“Foreign Pledge Agreement” means each pledge agreement or similar instrument governed by the laws of a country other than the United States, executed on the Closing Date or from time to time thereafter in accordance with subsection 6.8 by Company or any Subsidiary Guarantor that owns Capital Stock of one or more Foreign Subsidiaries organized in such country, in form and substance satisfactory to Administrative Agent.

“Foreign Subsidiary” means any Restricted Subsidiary of Company (i) that is not a Domestic Subsidiary, or (ii) substantially all of the assets of which consist of equity interests in one or more Subsidiaries described in clause (i) of this definition.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (i) with respect to the Issuing Lender, such Defaulting Lender’s Pro Rata Share of the outstanding Letters of Credit other than Letters of Credit as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or cash collateral or other credit support acceptable to the Issuing Lender shall have been provided in accordance with the terms hereof and (ii) with respect to the Swing Line Lender, such Defaulting Lender’s Pro Rata Share of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders, repaid by Company or for which cash collateral or other credit support acceptable to the Swing Line Lender shall have been provided in accordance with the terms hereof.

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

“Funding and Payment Office” means (i) the office of Administrative Agent and Swing Line Lender located at MAC D1109-019, 1500 Xxxx X.X. Xxxxxx Xxxx., Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 xr (ii) such other office of Administrative Agent and Swing Line Lender as may from time to time hereafter be designated as such in a written notice delivered by Administrative Agent and Swing Line Lender to Company and each Lender.

“Funding Date” means the date of funding of a Loan.

“GAAP” means, subject to the limitations on the application thereof set forth in subsection 1.2, accounting principles generally accepted in the United States set forth in opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, in each case as the same are applicable to the circumstances as of the date of determination.

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“Governing Body” means the board of directors or other body having the power to direct or cause the direction of the management and policies of a Person that is a corporation, partnership, trust or limited liability company.

“Government Authority” means the government of the United States or any other nation, or any state, regional or local political subdivision or department thereof, and any other governmental or regulatory agency, authority, body, commission, central bank, board, bureau, organ, court, instrumentality or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, in each case whether federal, state, local or foreign (including supra-national bodies such as the European Union or the European Central Bank).

“Governmental Authorization” means any permit, license, registration, authorization, plan, directive, accreditation, consent, order or consent decree of or from, or notice to, any Government Authority.

“Guaranty” means the Guaranty substantially in the form of Exhibit X annexed hereto.

“Hazardous Materials” means:  (i) any chemical, material or substance at any time defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous waste,” “acutely hazardous waste,” “radioactive waste,” “biohazardous waste,” “pollutant,” “toxic pollutant,” “contaminant,” “restricted hazardous waste,” “infectious waste,” “toxic substances,” or any other term or expression intended to define, list or classify substances by reason of properties harmful to health, safety or the indoor or outdoor environment (including harmful properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, “TCLP toxicity” or “EP toxicity” or words of similar import under any applicable Environmental Laws); (ii) any oil, petroleum, petroleum fraction or petroleum derived substance; (iii) any drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (iv) any flammable substances or explosives; (v) any radioactive materials; (vi) any asbestos-containing materials; (vii) urea formaldehyde foam insulation; (viii) electrical equipment which contains any oil or dielectric fluid containing polychlorinated biphenyls; (ix) pesticides; and (x) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Government Authority.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, location, Release, threatened Release, discharge, placement, generation, transportation, processing, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“Hedge Agreement” means an Interest Rate Agreement or a Currency Agreement designed to hedge against fluctuations in interest rates or currency values, respectively.

“Hedging Obligations” means obligations under or with respect to Hedge Agreements.

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“Holdings” means UNOL Intermediate, Inc., a Delaware corporation.

“Increased Amount Date” has the meaning assigned to that term in subsection 2.10A.

“Incremental Amount” has the meaning assigned to that term in subsection 2.10A.

“Incremental Lender” means any bank or other financial institution that agrees to provide any portion of any Incremental Loans or Incremental Loan Commitments pursuant to subsection 2.10; provided that (i) Administrative Agent, the Issuing Lender and the Swing Line Lender shall have consented (not to be unreasonably withheld) to such Incremental Lender in the applicable Lender Joinder Agreement if such Incremental Lender is providing an Incremental Revolving Loan Commitment and consent would be required under subsection 10.1B(iii) for an assignment of Loans or Revolving Loan Commitments, as applicable, to such Incremental Lender, (ii) Company shall have consented to such Incremental Lender and (iii) if such Incremental Lender is an Affiliated Lender, such Incremental Lender must comply with the limitations and restrictions set forth in subsection 10.1F.

“Incremental Loan Commitments” has the meaning assigned to that term in subsection 2.10A(ii).

“Incremental Loans” has the meaning assigned to that term in subsection 2.10A(ii).

“Incremental Revolving Increase Lender” has the meaning assigned to that term in subsection 2.10D.

“Incremental Revolving Loan Commitment” has the meaning assigned to that term in subsection 2.10A(ii).

“Incremental Revolving Loan Increase” has the meaning assigned to that term in subsection 2.10A(ii).

“Incremental Term Loan” has the meaning assigned to that term in subsection 2.10A(i).

“Incremental Term Loan Commitment” has the meaning assigned to that term in subsection 2.10A(i).

“Indebtedness,” as applied to any Person, means (i) all indebtedness for borrowed money, (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP, (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money (other than trade payables in the ordinary course), (iv) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA, trade payables or any such obligations which are not reflected as a liability on Company’s balance sheet under GAAP), which purchase price is (a) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument, (v) Synthetic Lease Obligations, and (vi) all Indebtedness secured by

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any Lien on any property or asset owned or held by that Person regardless of whether the Indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person.  Obligations under Interest Rate Agreements and Currency Agreements constitute (1) in the case of Hedge Agreements, Contingent Obligations, and (2) in all other cases, Investments, and in neither case constitute Indebtedness.

“Indemnified Liabilities” has the meaning assigned to that term in subsection 10.3.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitee” has the meaning assigned to that term in subsection 10.3.

“Initial Term Loan” means the term loan made, or to be made, to Company by the Lenders pursuant to subsection 2.1A(i).

“Intellectual Property” means all patents, trademarks, tradenames, copyrights, technology, software, know-how and processes owned or held by, or used in the conduct of the business of, Company or its Restricted Subsidiaries.

“Interest Payment Date” means (i) with respect to any Base Rate Loan, each March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the Closing Date, and (ii) with respect to any LIBOR Rate Loan, the last day of each Interest Period applicable to such Loan; provided that in the case of each Interest Period of longer than three months “Interest Payment Date” shall also include each date that is three months, or a multiple thereof, after the commencement of such Interest Period.

“Interest Period” has the meaning assigned to that term in subsection 2.2B.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement to which Company or any of its Restricted Subsidiaries is a party.

“Interest Rate Determination Date,” with respect to any Interest Period, means the second Business Day prior to the first day of such Interest Period.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

“Investment” means (i) any direct or indirect purchase or other acquisition by Company or any of its Restricted Subsidiaries of, or of a beneficial interest in, any Securities of any other Person (including any Restricted Subsidiary of Company), (ii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution by Company or any of its Restricted Subsidiaries to any other Person, including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business, (iii) the acquisition, by

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purchase or otherwise, by Company or any of its Restricted Subsidiaries of all or substantially all of the business, property or fixed assets of any Person or any division or line of business of any Person, or (iv) Interest Rate Agreements or Currency Agreements not constituting Hedge Agreements; provided, however, that Investment shall not include prepaid expenses of any Person incurred and prepaid in the ordinary course of business.  The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment (but with deductions for all amounts received in Cash or Cash Equivalents with respect to such Investment, whether as principal, dividends, interest or otherwise).

“IP Collateral” means, collectively, the Intellectual Property that constitutes Collateral under the Security Agreement.

“IP Filing Office” means the United States Patent and Trademark Office, the United States Copyright Office or any successor or substitute office in which filings are necessary or, in the opinion of Administrative Agent, desirable in order to create or perfect Liens on, or evidence the interest of Administrative Agent and Lenders in, any IP Collateral.

“IPO” means the first underwritten public offering by any Loan Party of its Capital Stock after the Closing Date pursuant to a registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act.

“IS Group” means I.S. Group Limited, a corporation organized under the laws of the United Kingdom.

“Issuing Lender,” with respect to any Letter of Credit, means the Revolving Lender that agrees or is otherwise obligated to issue such Letter of Credit, determined as provided in subsection 3.1B(ii) or, with respect to Existing Letters of Credit, the applicable Revolving Lender that issued such Existing Letter of Credit.

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form.

“Latest Maturity Date” means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Other Term Loan, any Other Term Loan Commitment, any Extended Term Loan, any Other Revolving Loan, any Other Revolving Loan Commitment or any Extended Revolving Loan Commitment, in each case as extended in accordance with this Agreement from time to time.

“Lead Arranger” has the meaning assigned to that term in the introductory paragraph of this Agreement.

“Leasehold Property” means any leasehold interest of any Loan Party (other than a Foreign Subsidiary) as lessee under any lease of real property.

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“Lender” and “Lenders” means the Persons identified as “Lenders” and listed on the signature pages of this Agreement, together with their successors and permitted assigns pursuant to subsection 10.1 and any Additional Lender or Incremental Lender, and the term “Lenders” shall include Swing Line Lender unless the context otherwise requires; provided that the term “Lenders,” when used in the context of a particular Commitment, shall mean Lenders having that Commitment.

“Lender Joinder Agreement” means a joinder agreement executed by each of (i) Company, (ii) Administrative Agent, and (iii) each Incremental Lender and Lender that agrees to provide any portion of the Incremental Loans and Incremental Loan Commitments being incurred pursuant thereto, in accordance with subsection 2.10.

“Letter of Credit” or “Letters of Credit” means (i) Commercial Letters of Credit and Standby Letters of Credit issued or to be issued by Issuing Lenders for the account of Company pursuant to subsection 3.1 and (ii) the Existing Letters of Credit.

“Letter of Credit Usage” means, as at any date of determination, the sum of (i) the maximum aggregate amount which is or at any time thereafter may become available for drawing under all Letters of Credit then outstanding plus (ii) the aggregate amount of all drawings under Letters of Credit honored by Issuing Lenders and not theretofore reimbursed out of the proceeds of Revolving Loans pursuant to subsection 3.3B or otherwise reimbursed by Company.  For purposes of this definition, any amount described in clause (i) or (ii) of the preceding sentence which is denominated in a currency other than Dollars shall be valued based on the applicable Exchange Rate for such currency as of the applicable date of determination.

“LIBOR” means,

(i)                            for any interest rate calculation with respect to a LIBOR Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars for a period equal to the applicable Interest Period which appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period (rounded upward, if necessary, to the nearest 1/100th of 1%).  If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page), then “LIBOR” shall be determined by Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars in minimum amounts of at least $5,000,000 would be offered by first class banks in the London interbank market to Administrative Agent at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period.

(ii)                         for any interest rate calculation with respect to a Base Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars in minimum amounts of at least $5,000,000 for a period equal to one month (commencing on the date of determination of such interest rate) which appears on the Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) on such date of determination, or, if such date is not a Business Day, then the

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immediately preceding Business Day (rounded upward, if necessary, to the nearest 1/100th of 1%).  If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page) then “LIBOR” for such Base Rate Loan shall be determined by Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars in minimum amounts of at least $5,000,000 would be offered by first class banks in the London interbank market to Administrative Agent at approximately 11:00 a.m. (London time) on such date of determination for a period equal to one month commencing on such date of determination.

Notwithstanding the foregoing, in no event shall the LIBOR Rate for any Term Loan be less than 1.25% per annum.  Each determination by Administrative Agent pursuant to this definition shall be conclusive absent manifest error.

“LIBOR Rate” means a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by Administrative Agent pursuant to the following formula:

“LIBOR Rate Loans” means Loans bearing interest at rates determined by reference to the LIBOR Rate as provided in subsection 2.2A.

“LIBOR Rate Margin” means the margin over the LIBOR Rate used in determining the rate of interest of LIBOR Rate Loans pursuant to subsection 2.2A.

“Lien” means any lien, mortgage, pledge, assignment for security, or security interest, charge or encumbrance intended for security (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest other than in connection with the refinancing of all Obligations) and any trust or other preferential arrangement having the practical effect of any of the foregoing.

“Loan” or “Loans” means one or more of the Loans made by Lenders to Company pursuant to subsection 2.1A, subsection 2.10 or subsection 2.12.

“Loan Documents” means this Agreement, the Notes, the Letters of Credit (and any applications for, or reimbursement agreements or other documents or certificates executed by Company in favor of an Issuing Lender relating to, the Letters of Credit), the Guaranties, the Collateral Documents, any Lender Joinder Agreement and any Refinancing Amendment.

“Loan Party” means each of Holdings, Company and any of Company’s Restricted Subsidiaries from time to time executing a Guaranty, and “Loan Parties” means all such Persons, collectively.

“Maintenance Consolidated Capital Expenditures” means any Consolidated Capital Expenditures by Company or any of its Restricted Subsidiaries that are made to maintain, repair

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or replace (with assets of the same general type, quality and purpose), in the ordinary course of business, the condition or usefulness of property of Company and its Restricted Subsidiaries, but that are not properly chargeable to repairs and maintenance in accordance with GAAP, and excluding any Consolidated Capital Expenditures which add to or improve the value or usefulness of any such property.

“Margin Stock” has the meaning assigned to that term in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

“Material Adverse Effect” means a material adverse effect (i) upon the business operations, assets or financial condition of Company and its Restricted Subsidiaries taken as a whole, or (ii) upon the ability of any Loan Party to satisfy, or of Administrative Agent or Lenders to enforce, the Obligations.

“Maximum Consolidated Capital Expenditures Amount” has the meaning assigned to that term in subsection 7.8.

“Moody’s”  means Xxxxx’x Investors Service, Inc. and any successor thereto.

“Mortgage” means (i) a security instrument (whether designated as a deed of trust or a mortgage or by any similar title) executed and delivered by any Loan Party, substantially in the form of Exhibit XII annexed hereto or in such other form as may be approved by Administrative Agent in its reasonable discretion, in each case with such reasonable changes thereto as may be recommended by Administrative Agent’s local counsel based on local laws or customary local mortgage or deed of trust practices, or (ii) at Administrative Agent’s option, in the case of an Additional Mortgaged Property, an amendment to an existing Mortgage, in form reasonably satisfactory to Administrative Agent, adding such Additional Mortgaged Property to the Real Property Assets encumbered by such existing Mortgage.

“Mortgages” means all such instruments, including the Closing Date Mortgages and any Additional Mortgages, collectively.

“Multiemployer Plan” means any Employee Benefit Plan that is a “multiemployer plan” as defined in Section 3(37) of ERISA.

“Net Asset Sale Proceeds,” with respect to any Asset Sale, means Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received from such Asset Sale, net of any bona fide costs incurred in connection with such Asset Sale, including (i) taxes reasonably paid or estimated to be actually payable within two years of the date of such Asset Sale (whether by Company, any Restricted Subsidiary of Company or any parent of Company or pursuant to a tax sharing agreement entered into with an Affiliate of Company permitted by subsection 7.9) as a result of any gain recognized in connection with such Asset Sale without taking into account any net losses or other tax attributes that are unrelated to such Asset Sale, (ii) legal, consulting or other fees incurred or sales or use taxes paid or payable in connection with such Asset Sale, (iii) payment of the outstanding principal amount of, premium or penalty, if any,

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and interest on any Indebtedness (other than the Loans) that is (a) secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale and (b) actually paid at or within 30 days of the time of receipt of such Cash payment to a Person that is not an Affiliate of any Loan Party or of any Affiliate of a Loan Party, and (iv) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to the seller’s indemnities and representations and warranties to the purchaser in respect of such Asset Sale undertaken by Holdings, Company or any of its Restricted Subsidiaries in connection with such Asset Sale; provided, however, that Net Asset Sale Proceeds shall not include any Cash payments received from any Asset Sale by a Foreign Subsidiary unless such proceeds may be repatriated (by reason of a repayment of an intercompany note or otherwise) to the United States without (in the reasonable judgment of Company) resulting in a material Tax liability to Company or any of its Restricted Subsidiaries.

“Net Insurance/Condemnation Proceeds” means any Cash payments or proceeds received by Company or any of its Domestic Subsidiaries (i) under any business interruption or casualty insurance policy in respect of a covered loss thereunder or (ii) as a result of the taking of any assets of Company or any of its Domestic Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, in each case net of any taxes paid or estimated to be actually payable within two years of the date of such receipt of Cash payments or proceeds (whether by Company, any Restricted Subsidiary of Company or any parent of Company or pursuant to a tax sharing agreement entered into with an Affiliate of Company permitted by subsection 7.9) as a result of any gain recognized in connection with such event and actual and reasonable documented costs and expenses incurred by or on behalf of Company or any of its Restricted Subsidiaries in connection with the adjustment or settlement of any claims of Company or such Restricted Subsidiary in respect thereof.

“Net Revolver Usage” means, as of any date of determination, the aggregate principal amount of outstanding Revolving Loans less the aggregate principal amount of outstanding Revolving Loans incurred in connection with Permitted Acquisitions.

“Net Securities Proceeds” means the Cash proceeds (net of underwriting discounts and commissions and other costs and expenses associated therewith, including reasonable legal fees and expenses and taxes paid or payable) from the (i) issuance of Capital Stock by Company, (ii) the issuance of Disqualified Equity or the issuance or incurrence of Indebtedness by Holdings, Company or any Subsidiary Guarantor and (iii) capital contributions made by a holder of Capital Stock of Company.

“Non-Consenting Lender” has the meaning assigned to that term in subsection 2.9.

“Notes” means one or more of the Term Notes, Revolving Notes or Swing Line Note or any combination thereof.

“Notice of Borrowing” means a notice substantially in the form of Exhibit I annexed hereto.

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“Notice of Conversion/Continuation” means a notice substantially in the form of Exhibit II annexed hereto.

“Notice of Prepayment” means a notice substantially in the form of Exhibit XIII annexed hereto.

“Obligations” means all obligations of every nature of each Loan Party from time to time owed to Administrative Agent, Lenders or any of them under the Loan Documents, whether for principal, interest, reimbursement of amounts drawn under Letters of Credit, fees, expenses, indemnification or otherwise, including post-petition interest on such amounts accruing subsequent to, and interest that would have accrued but for the commencement of a proceeding under the Bankruptcy Code (whether or not such interest is allowed as a claim in such proceeding).  Notwithstanding anything to the contrary contained herein, in no event shall Obligations include Permitted Refinancing Indebtedness (other than Other Loans), Permitted First Lien Notes, Permitted Second Lien Notes, Permitted Unsecured Notes or a Permitted Refinancing Revolving Facility.

“Officer’s Certificate,” as applied to any Person that is a corporation, partnership, trust or limited liability company, means a certificate executed on behalf of such Person by one or more Responsible Officers of such Person or one or more Responsible Officers of a general partner or a managing member if such general partner or managing member is a corporation, partnership, trust or limited liability company.

“OID” has the meaning assigned to that term in subsection 2.10A(e)(1)(y).

“Operating Lease,” as applied to any Person, means any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) that is not a Capital Lease other than any such lease under which that Person is the lessor.

“Organizational Documents” means the documents (including Bylaws, if applicable) pursuant to which a Person that is a corporation, partnership, trust or limited liability company is organized.

“Other Loans” has the meaning assigned to that term in subsection 2.12A(ii).

“Other Loan Commitments” has the meaning assigned to that term in subsection 2.12A(ii).

“Other Revolving Loan Commitments” has the meaning assigned to that term in subsection 2.12A(ii).

“Other Revolving Loans” has the meaning assigned to that term in subsection 2.12A(ii).

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges, fees, expenses or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of

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this Agreement or any other Loan Document (other than any such taxes imposed as a result of an assignment).

“Other Term Loan Commitments” has the meaning assigned to that term in subsection 2.12A(i).

“Other Term Loans” has the meaning assigned to that term in subsection 2.12A(i).

“Participant” has the meaning assigned to that term in subsection 10.1C.

“Patriot Act” means the Uniting and Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act) Act of 2001.

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

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, that is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA, and, for purposes of subsection 8.10, any Foreign Plan.

“Permitted Acquisition” means the acquisition (by merger, consolidation, purchase or otherwise) of all or substantially all of the assets of any Person, all or substantially all of a division or line of business of any Person or more than 50% of the Capital Stock of any Person.

“Permitted Encumbrances” means the following types of Liens (excluding any such Lien expressly prohibited by any applicable terms of any of the Collateral Documents):

(i)                            Liens for taxes, fees, assessments or governmental charges (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) or claims the payment of which is not, at the time, required by subsection 6.3;

(ii)                         Liens of landlords for unpaid rent, Liens of collecting banks under the UCC on items in the course of collection, statutory Liens and rights of set-off of banks, statutory Liens of carriers, warehousemen, mechanics, repairmen, workmen and materialmen (and similar contractual Liens of such Persons), and other Liens imposed by law, in each case incurred in the ordinary course of business (a) for amounts not yet overdue or (b) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate proceedings, so long as (1) such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts, and (2) in the case of a Lien with respect to any material portion of the Collateral, such contest proceedings conclusively operate to stay the sale of any material portion of the Collateral on account of such Lien;

(iii)                      Liens incurred on or deposits of Cash or Cash Equivalents made in the ordinary course of business in connection with (or to secure letters of credit or bankers acceptances issued in connection with) workers’ compensation, unemployment insurance

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and other types of social security, or to secure the performance of statutory obligations, bids, leases, government contracts, trade contracts, and other similar obligations (exclusive of obligations for the payment of borrowed money), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any material portion of the Collateral on account thereof;

(iv)                     any attachment or judgment Lien not constituting an Event of Default under subsection 8.8;

(v)                        licenses (with respect to Intellectual Property and other property), leases or subleases granted to third parties in accordance with any applicable terms of the Collateral Documents and not interfering in any material respect with the ordinary conduct of the business of Company or any of its Restricted Subsidiaries or resulting in a material diminution in the value of the Collateral as security for the Obligations;

(vi)                     easements, rights-of-way, restrictions, access agreements, licenses, encroachments, and other exceptions to and/or defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of Company or any of its Restricted Subsidiaries or result in a material diminution in the value of any Collateral as security for the Obligations;

(vii)                  any (a) interest or title of a lessor or sublessor under any lease not prohibited by this Agreement, (b) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (c) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (b), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease;

(viii)               Liens arising from filing UCC financing statements relating solely to leases not prohibited by this Agreement and, subject to subsection 6.10, UCC financing statements previously filed and not yet terminated in connection with Indebtedness that has been repaid;

(ix)                       Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(x)                          any zoning or similar law or right reserved to or vested in any Government Authority to control or regulate the use of any real property;

(xi)                       Liens granted pursuant to the Collateral Documents and Liens on Cash or deposits granted in favor of the Swing Line Lender or the Issuing Lender to cash collateralize any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans;

(xii)                    Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar

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agreements entered into in the ordinary course of business of Company and its Restricted Subsidiaries;

(xiii)                 Liens incurred in the ordinary course of business on Securities to secure repurchase and reverse repurchase obligations in respect of such Securities;

(xiv)                exceptions to title disclosed by a title policy, preliminary title report or certificate of title delivered to Administrative Agent other than Liens securing Indebtedness prohibited by subsection 7.1 or Contingent Obligations prohibited by subsection 7.4;

(xv)                   Liens arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers and Liens on insurance policies or proceeds thereof securing obligations relating to the financing of insurance premiums;

(xvi)                Liens on any xxxx xxxxxxx money deposits made by Company or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted by subsection 7.3;

(xvii)             the existence of an “equal and ratable” clause in any Subordinated Indebtedness (but not any security interests granted pursuant thereto);

(xviii)          Liens on amounts deposited to defease or discharge Indebtedness or acquire Indebtedness for cancellation or redemption thereof not prohibited by subsection 7.5; and

(xiv)                Liens securing Indebtedness in respect of sale and lease-back transactions permitted by subsection 7.10.

“Permitted First Lien Notes” means secured Indebtedness incurred by Company in the form of one or more series of first lien secured notes; provided that (i) such Indebtedness is secured by Collateral on a first lien, pari passu basis to the Obligations, and is not secured by any property or assets of Company or any of its Restricted Subsidiaries other than the Collateral, (ii) such Indebtedness does not mature or have scheduled amortization or other required payments of principal prior to the Latest Maturity Date at the time such Indebtedness is incurred (other than customary offers to repurchase upon a change of control, asset sale or casualty or condemnation event and customary acceleration rights after an event of default), (iii) the security agreements relating to such Indebtedness are substantially the same as the Collateral Documents (with such differences as are reasonably satisfactory to Administrative Agent), (iv) such Indebtedness is not guaranteed by any Person other than the Loan Parties, (v) such Indebtedness and the indenture or other governing instrument applicable thereto does not contain financial maintenance covenants that are more restrictive to the Loan Parties than the terms of this Agreement, or covenants (other than financial maintenance covenants), events of default or other terms and conditions that, when taken as a whole, are materially more restrictive to the Loan Parties than the terms of this Agreement (it being understood that (a) interest rates, fees, rate floors, redemption or prepayment premiums and restrictions on prepayment or redemption shall

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not be taken into account in determining whether terms are more restrictive or materially more restrictive to the Loan Parties, (b) the limitations on Indebtedness covenant contained therein may take into account permanent repayments of Indebtedness which have occurred after the Closing Date, and (c) a certificate of a Responsible Officer of Company delivered to Administrative Agent at least five Business Days (or such shorter period as Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto (which will be delivered to Administrative Agent if requested), stating that Company has determined in good faith that such terms and conditions satisfy all of the foregoing requirements shall be conclusive evidence absent manifest error that such terms and conditions satisfy the foregoing requirement), except in each case for covenants or other provisions contained in such Indebtedness that are applicable only after the Latest Maturity Date at the time such Indebtedness is incurred, and (vi) the holders of such Indebtedness pursuant to the indenture or other instrument governing such Indebtedness (or a trustee, agent or other representative on their behalf) shall have become party to a customary intercreditor agreement with Administrative Agent on terms reasonably satisfactory to Administrative Agent.

“Permitted Refinancing Indebtedness” means, with respect to any Indebtedness of Company or any of its Restricted Subsidiaries, any Indebtedness of Company or any of its Restricted Subsidiaries issued or given in exchange for, or the proceeds of which are used to, extend, refinance, renew, replace or refund such Indebtedness, so long as (i) such Indebtedness has a weighted average life to maturity greater than or equal to the weighted average life to maturity of the Indebtedness being extended, refinanced, renewed, replaced or refunded, (ii) such extension, refinancing, renewal, replacement or refunding does not (a) increase the amount of such Indebtedness outstanding immediately prior to such extension, refinancing, renewal, replacement or refunding (including any existing commitments unutilized thereunder) plus an amount equal to the unpaid interest, premium or other payment thereon pursuant to the terms thereof plus any other reasonable fees and expenses of Company or any Restricted Subsidiary incurred in connection with such extension, refinancing, renewal, replacement or refunding, unless (for the avoidance of doubt) such increase is otherwise expressly permitted under a separate subclause of subsection 7.1 or (b) add obligors or security from that which applied to such Indebtedness being extended, refinanced, renewed, replaced or refunded, and (iii) if such Indebtedness being extended, renewed, refinanced, replaced or refunded is subordinated in right of payment to the Loans, such Indebtedness has subordination provisions, if any, at least as favorable to the Lenders as the subordination provisions applicable to the Indebtedness being extended, renewed, refinanced, replaced or refunded; provided that a certificate of a Responsible Officer of Company delivered to Administrative Agent at least five Business Days (or such shorter period as Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Company has determined in good faith that such terms and conditions satisfy all of the foregoing requirements shall be conclusive evidence absent manifest error that such terms and conditions satisfy the foregoing requirements.

“Permitted Refinancing Revolving Facility” means senior unsecured or unsecured subordinated Indebtedness incurred by Company and issued under a credit facility; provided that

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(i) such Indebtedness does not mature or have scheduled amortization or other required payments of principal prior to the Revolving Commitment Termination Date (other than customary offers to repurchase upon a change of control, asset sale or casualty or condemnation event and customary acceleration rights after an event of default), (ii) such Indebtedness is not guaranteed by any Person other than the Loan Parties, (iii) such Indebtedness and the indenture or other governing instrument applicable thereto does not contain financial maintenance covenants that are more restrictive to the Loan Parties than the terms of this Agreement, or covenants (other than financial maintenance covenants), events of default or other terms and conditions that, when taken as a whole, are materially more restrictive to the Loan Parties than the terms of this Agreement (it being understood that (a) interest rates, fees, rate floors, redemption or prepayment premiums and restrictions on prepayment or redemption shall not be taken into account in determining whether terms are more restrictive or materially more restrictive to the Loan Parties, (b) the limitations on indebtedness covenant contained therein may take into account permanent repayments of Indebtedness which have occurred after the Closing Date, and (c) a certificate of a Responsible Officer of Company delivered to Administrative Agent at least five Business Days (or such shorter period as Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto (which will be delivered to Administrative Agent if requested), stating that Company has determined in good faith that such terms and conditions satisfy all of the foregoing requirements shall be conclusive evidence absent manifest error that such terms and conditions satisfy the foregoing requirement), except in each case for covenants or other provisions contained in such Indebtedness that are applicable only after the Latest Maturity Date at the time such Indebtedness is incurred, and (iv) such Indebtedness is not secured by any Lien on any property or assets of Company or any of its Restricted Subsidiaries.

“Permitted Second Lien Notes” shall mean secured Indebtedness incurred by Company in the form of one or more series of second lien secured notes or second lien secured loans; provided that (i) such Indebtedness is secured by Collateral on a second lien basis, subordinated to the Liens securing the Obligations and any Permitted First Lien Notes, and is not secured by any property or assets of Company or any of its Restricted Subsidiaries other than the Collateral, (ii) such Indebtedness does not mature or have scheduled amortization or other required payments of principal prior to the Latest Maturity Date at the time such Indebtedness is incurred (other than customary offers to repurchase upon a change of control, asset sale or casualty or condemnation event and customary acceleration rights after an event of default), (iii) the security agreements relating to such Indebtedness are substantially the same as the Collateral Documents (with such differences as are reasonably satisfactory to Administrative Agent), (iv) such Indebtedness is not guaranteed by any Person other than the Loan Parties, (v) such Indebtedness and the indenture or other governing instrument applicable thereto does not contain financial maintenance covenants that are more restrictive to the Loan Parties than the terms of this Agreement, or covenants (other than financial maintenance covenants), events of default or other terms and conditions that, when taken as a whole, are materially more restrictive to the Loan Parties than the terms of this Agreement (it being understood that (a) interest rates, fees, rate floors, redemption or prepayment premiums and restrictions on prepayment or redemption shall not be taken into account in determining whether terms are more restrictive or materially more restrictive to the Loan Parties, (b) the limitations on indebtedness covenant contained therein

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may take into account permanent repayments of Indebtedness which have occurred after the Closing Date, and (c) a certificate of a Responsible Officer of Company delivered to Administrative Agent at least five Business Days (or such shorter period as Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto (which will be delivered to Administrative Agent if requested), stating that Company has determined in good faith that such terms and conditions satisfy all of the foregoing requirements shall be conclusive evidence absent manifest error that such terms and conditions satisfy the foregoing requirement), except in each case for covenants or other provisions contained in such Indebtedness that are applicable only after the Latest Maturity Date at the time such Indebtedness is incurred, and (vi) the holders of such Indebtedness pursuant to the indenture or other instrument governing such Indebtedness (or a trustee, agent or other representative on their behalf) shall have become party to a customary intercreditor agreement with Administrative Agent on terms satisfactory to Administrative Agent.

“Permitted Unsecured Notes” means unsecured Indebtedness incurred by Company in the form of one or more series of senior unsecured or unsecured subordinated notes or loans; provided that (i) such Indebtedness does not mature or have scheduled amortization or other required payments of principal prior to the Latest Maturity Date at the time such Indebtedness is incurred (other than customary offers to repurchase upon a change of control, asset sale or casualty or condemnation event and customary acceleration rights after an event of default), (ii) such Indebtedness is not guaranteed by any Person other than the Loan Parties, (iii) such Indebtedness and the indenture or other governing instrument applicable thereto does not contain financial maintenance covenants that are more restrictive to the Loan Parties than the terms of this Agreement, or covenants (other than financial maintenance covenants), events of default or other terms and conditions that, when taken as a whole, are materially more restrictive to the Loan Parties than the terms of this Agreement (it being understood that (a) interest rates, fees, rate floors, redemption or prepayment premiums and restrictions on prepayment or redemption shall not be taken into account in determining whether terms are more restrictive or materially more restrictive to the Loan Parties, (b) the limitations on indebtedness covenant contained therein may take into account permanent repayments of Indebtedness which have occurred after the Closing Date, and (c) a certificate of a Responsible Officer of Company delivered to Administrative Agent at least five Business Days (or such shorter period as Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto (which will be delivered to Administrative Agent if requested), stating that Company has determined in good faith that such terms and conditions satisfy all of the foregoing requirements shall be conclusive evidence absent manifest error that such terms and conditions satisfy the foregoing requirement), except in each case for covenants or other provisions contained in such Indebtedness that are applicable only after the Latest Maturity Date at the time such Indebtedness is incurred, and (iv) such Indebtedness is not secured by any Lien on any property or assets of Company or any of its Restricted Subsidiaries.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies,

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Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Government Authorities.

“Platform” means an electronic delivery system, such as IntraLinks or a substantially similar electronic system.

“Pledged Collateral” means, collectively, the “Pledged Collateral” as defined in the Security Agreement and any Foreign Pledge Agreement.

“Potential Event of Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Pricing Certificate” means an Officer’s Certificate of Company certifying the Consolidated Net Leverage Ratio as at the last day of any Fiscal Quarter and setting forth the calculation of such Consolidated Net Leverage Ratio in reasonable detail.

“Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by Administrative Agent as its prime rate.  Each change in the Prime Rate shall be effective as of the opening of business on the day such change occurs.  The parties hereto acknowledge that the rate announced publicly by Administrative Agent as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

“Proceedings” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration.

“Pro Forma Basis” means, with respect to compliance with any test or covenant hereunder, compliance with such test or covenant after giving effect to (i) any Permitted Acquisition, (ii) any Asset Sale of a Restricted Subsidiary or operating entity for which historical financial statements for the relevant period are available, (iii) any incurrence of Indebtedness to the extent such incurrence is for the purpose of financing any proposed Permitted Acquisition or (iv) the designation of any Restricted Subsidiary as an Unrestricted Subsidiary or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary (including pro forma adjustments (x) arising out of events which are directly attributable to the proposed Permitted Acquisition, Asset Sale or incurrence of Indebtedness, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act, as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges and (y) such other adjustments to the extent that such adjustments are reasonably satisfactory to Administrative Agent and Company or are consistent with the definition of Consolidated Adjusted EBITDA, as certified by a Financial Officer of Company) using, for purposes of determining such compliance, the historical financial statements of all entities or assets so acquired or sold and the consolidated financial statements of Company and its Restricted Subsidiaries, which shall be reformulated as if such Permitted Acquisition, Asset Sale or designation, and all other Permitted Acquisitions, Asset Sales and designations that have been consummated during the period, and any Indebtedness or other liabilities to be incurred or

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repaid in connection therewith had been consummated and incurred or repaid at the beginning of such period (and assuming that such Indebtedness to be incurred bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period).

“Pro Forma Compliance” means, at any date of determination, that Company shall be in pro forma compliance with any or all of the covenants set forth in subsections 7.6A and 7.6B as applicable, as of the date of such determination or the last day of the most recently completed Fiscal Quarter, as the case may be (computed on the basis of (i) balance sheet amounts as of such date and (ii) income statement amounts for the most recently completed period of four consecutive Fiscal Quarters for which financial statements shall have been delivered to Administrative Agent, in each case, calculated on a Pro Forma Basis in respect of the event giving rise to such determination).

“Pro Rata Share” means (i) with respect to all payments, computations and other matters relating to the Term Loan Commitment or the Term Loan of any Lender, the percentage obtained by dividing (x) the Term Loan Exposure of that Lender by (y) the aggregate Term Loan Exposure of all Lenders, (ii) with respect to all payments, computations and other matters relating to the Revolving Loan Commitment or the Revolving Loans of any Lender or any Letters of Credit issued or participations therein deemed purchased by any Lender or any assignments of any Swing Line Loans deemed purchased by any Lender, the percentage obtained by dividing (x) the Revolving Loan Exposure of that Lender by (y) the aggregate Revolving Loan Exposure of all Lenders, and (iii) for all other purposes with respect to each Lender, the percentage obtained by dividing (x) the sum of the Term Loan Exposure of that Lender plus the Revolving Loan Exposure of that Lender by (y) the sum of the aggregate Term Loan Exposure of all Lenders plus the aggregate Revolving Loan Exposure of all Lenders, in any such case as the applicable percentage may be adjusted by assignments permitted pursuant to subsection 10.1.  The initial Pro Rata Share of each Lender for purposes of each of clauses (i), (ii) and (iii) of the preceding sentence is, as of the Closing Date, set forth opposite the name of that Lender in Schedule 2.1 annexed hereto.

“Public Lender” has the meaning assigned to that term in subsection 10.8.

“Qualified Equity” means Capital Stock that is not Disqualified Equity.

“Real Property Asset” means, at any time of determination, any interest then owned by any Loan Party (other than any Foreign Subsidiary) in any real property.

“Refinanced Debt” means any Term Loans, Term Loan Commitments, Revolving Loans or Revolving Loan Commitments refinanced with any Other Loan Commitments and Other Loans incurred pursuant to subsection 2.12.

“Refinancing Amendment” means an amendment to this Agreement executed by each of (i) Company, (ii) Administrative Agent, (iii) each Additional Lender and Lender that agrees to provide any portion of the Other Loan Commitments and Other Loans being incurred pursuant

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thereto, in accordance with subsection 2.12 and, if required by subsection 2.12(e), consented to by Issuing Lender.

“Refunded Swing Line Loans” has the meaning assigned to that term in subsection 2.1A(iii).

“Register” has the meaning assigned to that term in subsection 2.1D.

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

“Reimbursement Date” has the meaning assigned to that term in subsection 3.3B.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Materials into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Materials), including the movement of any Hazardous Materials through the air, soil, surface water or groundwater.

“Request for Issuance” means a request substantially in the form of Exhibit III annexed hereto.

“Requisite Class Lenders” means, at any time of determination (i) for the Class of Lenders having Revolving Loan Exposure, Lenders having or holding more than 50% of the aggregate Revolving Loan Exposure of all Lenders and (ii) for the Class of Lenders having Term Loan Exposure, Lenders having or holding more than 50% of the aggregate Term Loan Exposure of all Lenders; provided that the Term Loan Exposure and/or Revolving Loan Exposure of any Defaulting Lender shall not be included for purposes of the determination of Requisite Class Lenders.

“Requisite Lenders” means Lenders having or holding more than 50% of the sum of the aggregate Term Loan Exposure of all Lenders plus the aggregate Revolving Loan Exposure of all Lenders; provided that the Term Loan Exposure and/or Revolving Loan Exposure of any Defaulting Lender shall not be included for purposes of the determination of Requisite Lenders.

“Responsible Officer” means the president, chief executive officer, chief financial officer, treasurer, general partner (if an individual), managing member (if an individual) or other individual appointed by the Governing Body or the Organizational Documents of a corporation, partnership, trust or limited liability company to serve in a similar capacity as the foregoing.

“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of Company or Holdings now or hereafter outstanding, except a dividend payable solely in shares of that class of stock or other stock that is not Disqualified Equity to the holders of that class, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of Company or Holdings now or hereafter outstanding (except any such

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redemption, retirement, sinking fund or similar payment, purchase or other acquisition made solely with shares of Capital Stock that is not Disqualified Equity), (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of Company or Holdings now or hereafter outstanding (except any such payment payable solely in shares of Capital Stock that is not Disqualified Equity), and (iv) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness.

“Restricted Subsidiary” means any Subsidiary of Company other than an Unrestricted Subsidiary.  Each Subsidiary Guarantor shall be a Restricted Subsidiary.

“Revolving Lender” means (i) a Lender that has a Revolving Loan Commitment and/or that has an outstanding Revolving Loan, (ii) an Incremental Lender that has an Incremental Revolving Loan Commitment and/or has an outstanding Revolving Loan and (iii) an Additional Lender that has an Other Revolving Loan Commitment and/or has an outstanding Other Revolving Loan.

“Revolving Loan Commitment” means (i) as to any Revolving Lender, the obligation of such Revolving Lender to make Revolving Loans (including Other Revolving Loans, as applicable) to Company hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Revolving Lender’s name on the Register, as such amount may be modified at any time or from time to time pursuant to the terms hereof (including, without limitation, subsection 2.10 and/or subsection 2.12) and (ii) as to all Revolving Lenders, the aggregate commitment of all Revolving Lenders to make Revolving Loans, as such commitment may be modified at any time or from time to time pursuant to the terms hereof (including, without limitation, subsection 2.10 and/or subsection 2.12).  The aggregate Revolving Loan Commitment Amount of all the Revolving Lenders on the Closing Date shall be $50,000,000.  “Revolving Loan Commitments” means such commitments of all Revolving Lenders in the aggregate.

“Revolving Loan Commitment Amount” means, at any date, the aggregate amount of the Revolving Loan Commitments of all Revolving Lenders.

“Revolving Loan Commitment Termination Date” means (i) for any Revolving Loan Commitments in effect on the Closing Date, the fifth anniversary of the Closing Date, (ii) for any Incremental Revolving Loan Commitments, the date set forth in the applicable Lender Joinder Agreement as the commitment termination date and (iii) for any Other Loan Commitments, the date set forth in the applicable Refinancing Amendment as the commitment termination date.

“Revolving Loan Exposure,” with respect to any Revolving Lender, means, as of any date of determination (i) (A) prior to the termination of the Revolving Loan Commitments, the amount of that Lender’s Revolving Loan Commitment, (B) prior to the termination of the Incremental Revolving Loan Commitments, the amount of that Lender’s Incremental Revolving Loan Commitment and (C) prior to the termination of the Other Revolving Loan Commitments, the amount of that Lender’s Other Revolving Loan Commitments, and (ii) after the termination

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of the Revolving Loan Commitments, the Incremental Revolving Loan Commitments and the Other Revolving Loan Commitments, as applicable, the sum of (a) the aggregate outstanding principal amount of the Revolving Loans of that Lender plus (b) in the event that Lender is an Issuing Lender, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (in each case net of any participations purchased by other Lenders in such Letters of Credit or in any unreimbursed drawings thereunder) plus (c) the aggregate amount of all participations purchased by that Lender in any outstanding Letters of Credit or any unreimbursed drawings under any Letters of Credit plus (d) in the case of Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Loans (net of any assignments thereof deemed purchased by other Revolving Lenders) plus (e) the aggregate amount of all assignments deemed purchased by that Lender in any outstanding Swing Line Loans.

“Revolving Loans” means the Loans made by Revolving Lenders to Company pursuant to subsection 2.1A(ii), subsection 2.10 and/or subsection 2.12.

“Revolving Notes” means any promissory notes of Company issued pursuant to subsection 2.1E to evidence the Revolving Loans of any Revolving Lenders, substantially in the form of Exhibit VI annexed hereto.

“S&P” means Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. and any successor thereto.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated, certificated or uncertificated, or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Account” means an account to which a financial asset is or may be credited in accordance with an agreement under which the Person maintaining the account undertakes to treat the Person for whom the account is maintained as entitled to exercise the rights that comprise the financial asset.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Security Agreement” means the Security Agreement executed and delivered on the Closing Date, substantially in the form of Exhibit XI annexed hereto.

“Significant Subsidiary” means any Restricted Subsidiary now existing or hereafter acquired or formed by Company which, on a consolidated basis for such Restricted Subsidiary and its Restricted Subsidiaries, (i) for the most recent Fiscal Year accounted for more than 5% of the consolidated revenues of Company and its Restricted Subsidiaries or (ii) as at the end of such

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Fiscal Year, was the owner of more than 5% of the consolidated assets of Company and its Restricted Subsidiaries.

“Solvent,” with respect to any Person, means that as of the date of determination both (i)(a) the then fair saleable value of the property of such Person is (1) greater than the total amount of liabilities (including contingent liabilities) of such Person and (2) not less than the amount that will be required to pay the probable liabilities on such Person’s then existing debts as they become absolute and due considering all financing alternatives and potential asset sales reasonably available to such Person; (b) such Person’s capital is not unreasonably small in relation to its business or any contemplated or undertaken transaction; and (c) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due; and (ii) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances.  For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Equity Contribution” means any cash equity contribution (which equity shall be common equity or other equity on terms and conditions reasonably acceptable to Administrative Agent) made to Company or any cash proceeds received by Company from the issuance of Capital Stock that is not Disqualified Stock after the first day of a Fiscal Quarter and on or prior to the date that is ten days after the date on which financial statements are required to be delivered pursuant to subsection 6.1.

“Standby Letter of Credit” means any letter of credit or similar instrument other than a Commercial Letter of Credit.

“Subject Lender” has the meaning assigned to that term in subsection 2.9.

“Subordinated Indebtedness” means any Indebtedness of Company incurred from time to time and subordinated in right of payment to the Obligations.

“Subsidiary,” with respect to any Person, means any corporation, partnership, trust, limited liability company, association, Joint Venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the members of the Governing Body is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.

“Subsidiary Guarantor” means any Restricted Subsidiary of Company that executes and delivers a counterpart of the Guaranty on the Closing Date or from time to time thereafter pursuant to subsection 6.8.  For the avoidance of doubt, in no event shall any Unrestricted Subsidiary or Interflora, Inc. be a Subsidiary Guarantor.

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“Supplemental Collateral Agent” has the meaning assigned to that term in subsection 9.1B.

“Swap Counterparty” means any person that was a Lender or an Affiliate of a Lender at the time that it entered into a Hedge Agreement with Company or one of its Restricted Subsidiaries, the obligations under which are secured pursuant to the Collateral Documents and guarantied pursuant to the Guaranty.

“Swing Line Lender” means Xxxxx Fargo, or any Person serving as a successor Administrative Agent hereunder, in its capacity as Swing Line Lender hereunder.

“Swing Line Loan Commitment” means the commitment of Swing Line Lender to make Swing Line Loans to Company pursuant to subsection 2.1A(iii).

“Swing Line Loans” means the Loans made by Swing Line Lender to Company pursuant to subsection 2.1A(iii).

“Swing Line Note” means any promissory note of Company issued pursuant to subsection 2.1E to evidence the Swing Line Loans of Swing Line Lender, substantially in the form of Exhibit VII annexed hereto.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (i) a so-called synthetic, off-balance sheet or tax retention lease, or (ii) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Tax” or “Taxes” means any present or future tax, levy, impost, duty, fee, assessment, deduction, withholding or other charge imposed, levied, collected, withheld or assessed by any Government Authority, including interest, penalties, additions to tax and any similar liabilities with respect thereto.

“Tax Benefit” has the meaning assigned to that term in subsection 2.7B(iv)(h).

“Term Loans” means the Initial Term Loans and, if applicable, the Incremental Term Loans and Other Term Loans and “Term Loan” means any of such Term Loans.

“Term Loan Commitment” means (i) as to any Lender, the obligation of such Lender to make a portion of the Initial Term Loans, Incremental Term Loans and/or Other Term Loans, as applicable, to the account of Company hereunder on the Closing Date (in the case of the Initial Term Loans) or the applicable borrowing date (in the case of any Incremental Term Loan or Other Term Loan) in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on the Register or other applicable joinder documentation, as such amount may be increased, reduced or otherwise modified at any time or from time to time pursuant to the terms hereof and (ii) as to all Lenders, the aggregate commitment of all Lenders to make such Term Loans.  The aggregate Term Loan Commitments with respect to the Initial Term Loans of

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all Lenders on the Closing Date shall be $265,000,000.  “Term Loan Commitments” means such commitments of all Lenders in the aggregate.

“Term Loan Exposure,” with respect to any Lender, means, as of any date of determination, (i) the amount of that Lender’s outstanding Term Loan Commitment, (ii) the outstanding principal amount of the Term Loan of that Lender, (iii) the amount of that Lender’s outstanding Incremental Term Loan Commitment, (iv) the outstanding principal amount of the Incremental Term Loan of that Lender, (v) the amount of that Lender’s outstanding Other Term Loan Commitment and (vi) the outstanding principal amount of the Other Term Loan of that Lender.

“Term Loan Maturity Date” means (i) with respect to the Initial Term Loans,  the seventh anniversary of the Closing Date, (ii) with respect to any Incremental Term Loan, the date set forth in the applicable Lender Joinder Agreement as the maturity date and (iii) with respect to any Other Term Loan, the date set forth in the applicable Refinancing Amendment as the maturity date.

“Term Notes” means any promissory notes of Company issued pursuant to subsection 2.1E to evidence the Term Loans of any Lenders, substantially in the form of Exhibit IV annexed hereto.

“Title Company” means one or more title insurance companies reasonably satisfactory to Administrative Agent.

“Total Utilization of Revolving Loan Commitments” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Revolving Loans plus (ii) the aggregate principal amount of all outstanding Swing Line Loans plus (iii) the Letter of Credit Usage.

“Transaction” means the refinancing of all amounts outstanding under the Existing Credit Agreement (except for the Existing Letters of Credit) and other related transactions.

“UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

“Unasserted Obligations” means, at any time, Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities (except for (i) the principal of and interest on, and fees relating to, any Indebtedness and (ii) contingent reimbursement obligations in respect of amounts that may be drawn under Letters of Credit) in respect of which no claim or demand for payment has been made (or, in the case of Obligations for indemnification, no notice for indemnification has been issued by the Indemnitee) at such time.

“Undisclosed Administration” means, with respect to any Lender, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender is subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed.

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“United Online” means United Online, Inc., a Delaware corporation.

“United States Tax Compliance Certificate” has the meaning assigned to that term in subsection 2.7B(iv)(d)(3).

“Unrestricted Subsidiary” means, at any date of determination, any Subsidiary of Company that has been designated as an Unrestricted Subsidiary by Company (in a notice by Company to Administrative Agent); provided that no Subsidiary that (i) owns any Capital Stock of Company or any Restricted Subsidiary, (ii) holds a Lien on any assets or property of Company or any Restricted Subsidiary, (iii) has, on the date of designation, assets in excess of 5% of the consolidated assets of Company and its Subsidiaries, (iv) has, on the date of designation, gross revenues in excess of 5% of the consolidated gross revenues of Company and its Subsidiaries or (v) when aggregated with all other Unrestricted Subsidiaries on the date of designation, has assets in excess of 10% of the consolidated assets of Company and its Subsidiaries or gross revenues in excess of 10% of the consolidated gross revenues of Company and its Subsidiaries (in the case of clauses (iii) through (v), based on the most recent financial statements provided by Company under subsection 6.1 and determined over the most recently ended four Fiscal Quarter period for which financial statements are available), may be designated an Unrestricted Subsidiary; and provided further that Company will be in Pro Forma Compliance after giving effect to such designation.  As of the Closing Date each of (i) FTD International Corporation, a Delaware corporation, (ii) Value Network Service, Inc., a Delaware corporation, (iii) Flowers USA, Inc., a Connecticut corporation, (iv) FTD Holdings, Incorporated, a Delaware corporation and (v) Renaissance Greeting Cards, Inc., a Maine corporation, are designated as Unrestricted Subsidiaries.  The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall not constitute an Investment by the applicable Loan Party therein.  Any Unrestricted Subsidiary may be redesignated as a Restricted Subsidiary in a notice by Company to Administrative Agent.  The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of such designation of any Indebtedness or Liens of such Subsidiary existing at such time.

“Voting Stock” means, with respect to any Person, any issued and outstanding shares of Capital Stock of such Person entitled (without regard to the occurrence of any contingency) to vote for the election of members of the Governing Body of such Person.

“Xxxxx Fargo” means Xxxxx Fargo Bank, National Association.

“Wholly Owned Restricted Subsidiary” means a Restricted Subsidiary all of the Capital Stock (other than director’s qualifying shares) of which are owned by Company or any Restricted Subsidiary.

Section 1.2. Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement.  Except as otherwise expressly provided in this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP.  Financial statements and other information required to be delivered by Company to Lenders pursuant to clauses (ii), (iii) and (xii) of subsection 6.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation

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statements provided for in subsection 6.1(v)).  Calculations or determinations in connection with the definitions, covenants and other provisions of this Agreement shall utilize GAAP as in effect on the date of determination, applied in a manner consistent with that used in preparing the financial statements referred to in subsection 5.3.  If Company elects to change its accounting practices during the term of this Agreement, or if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and Company, Administrative Agent or Requisite Lenders shall so request, Administrative Agent, Lenders and Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in accounting practices or GAAP (subject to the approval of Requisite Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP or such accounting practices prior to such change therein and Company shall provide to Administrative Agent and Lenders reconciliation statements provided for in subsection 6.1(v). Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of Company and its Restricted Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

Section 1.3.                                           Other Definitional Provisions and Rules of Construction.  A. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.

B.                                      References to “Sections” and “subsections” shall be to Sections and subsections, respectively, of this Agreement unless otherwise specifically provided.  Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

C.                                      The use in any of the Loan Documents of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

D.                                       References to any Person shall mean such Person and its successors and assigns.

E.                                         Unless otherwise expressly provided herein, references to Organizational Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto.

F.                                         For purposes of this Agreement and the other Loan Documents, where the permissibility of a transaction or determination of required actions or circumstances depends

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upon compliance with, or is determined by reference to, amounts stated in Dollars, any requisite currency translation shall be based on the applicable Exchange Rate with respect to the date of such transaction or determination or the date Company or any of its Restricted Subsidiaries enters into a definitive agreement with respect to a transaction (as determined by Company) and shall not be affected by subsequent fluctuations in the Exchange Rate.  For purposes of determining compliance with any Dollar denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the applicable Exchange Rate with respect to the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower Dollar-equivalent), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated based on the applicable Exchange Rate with respect to the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the Dollar- equivalent principal amount of such refinancing Indebtedness does not exceed the Dollar-equivalent principal amount of such Indebtedness being refinanced (plus the amount of interest, fees and expenses associated therewith).  Notwithstanding any other provision of this Agreement, (i) the maximum amount of Indebtedness that Company or any Restricted Subsidiary may incur shall not be deemed to be exceeded solely as a result of fluctuations in the Exchange Rate, (ii) this provision shall not apply to the calculation of the Consolidated Net Leverage Ratio, and (iii) in the event that the Dollar-equivalent principal amount of Indebtedness that Company and its Restricted Subsidiaries has incurred exceeds the maximum amount of permitted Indebtedness under any clause of subsection 7.1 at any time as a result of fluctuations in the applicable Exchange Rate, no additional Indebtedness (other than the refinancing of existing Indebtedness as provided above) may be incurred under such clause until such maximum amount is no longer exceeded.

SECTION 2.                                                 AMOUNTS AND TERMS OF COMMITMENTS AND LOANS.

Section 2.1.                                           Commitments; Making of Loans; the Register; Optional Notes.

A.                                      Commitments.  Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, each Lender hereby severally agrees to make the Loans as described in subsections 2.1A(i) and 2.1A(ii) and Swing Line Lender hereby agrees to make the Swing Line Loans as described in subsection 2.1A(iii).

(i)                           Term Loans.  Each Lender that has a Term Loan Commitment (excluding any Incremental Term Loan Commitment or Other Term Loan Commitment) severally agrees to lend to Company on the Closing Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Term Loan Commitments to be used for the purposes identified in subsection 2.5A.  The amount of each Lender’s Term Loan Commitment, as of the Closing Date, is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate amount of the Term Loan Commitment is $265,000,000; provided that the amount of the Term Loan Commitment of each Lender shall be adjusted to give effect to any assignment of such Term Loan Commitment

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pursuant to subsection 10.1B.  Company may make only one borrowing under the Term Loan Commitments.  Amounts borrowed under this subsection 2.1A(i) and subsequently repaid or prepaid may not be reborrowed.

(ii)                        Revolving Loans.  Each Revolving Lender severally agrees, subject to the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to lend to Company from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5A.  The original amount of each Revolving Lender’s Revolving Loan Commitment, as of the Closing Date, is set forth opposite its name on Schedule 2.1 annexed hereto and the original Revolving Loan Commitment Amount is $50,000,000; provided that the amount of the Revolving Loan Commitment of each Revolving Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitment pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4.  Notwithstanding anything to the contrary contained herein, no Revolving Lender shall have any obligations to make Revolving Loans or Other Revolving Loans unless it has a Revolving Loan Commitment, Incremental Revolving Loan Commitment or an Other Revolving Loan Commitment, as applicable. Each Revolving Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided, however that the foregoing shall not apply to Incremental Revolving Loan Commitments or Other Revolving Loan Commitments, which shall expire on the relevant commitment termination date set forth in the applicable Lender Joinder Agreement or Refinancing Amendment.  Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date.

Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan Commitment Amount then in effect.

(iii)                               Swing Line Loans.

(a)                            General Provisions.  Swing Line Lender hereby agrees, subject to the limitations set forth in the last paragraph of subsection 2.1A(ii) and set forth below with respect to the maximum amount of Swing Line Loans permitted to be outstanding from time to time, to make a portion of the Revolving Loan Commitments available to Company from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date by making Swing Line Loans to Company in an aggregate amount not exceeding the amount of the Swing Line Loan Commitment to be used for the

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purposes identified in subsection 2.5A, notwithstanding the fact that such Swing Line Loans, when aggregated with Swing Line Lender’s outstanding Revolving Loans and Swing Line Lender’s Pro Rata Share of the Letter of Credit Usage then in effect, may exceed Swing Line Lender’s Revolving Loan Commitment.  The original amount of the Swing Line Loan Commitment is $5,000,000; provided that any reduction of the Revolving Loan Commitment Amount made pursuant to subsection 2.4 that reduces the Revolving Loan Commitment Amount to an amount less than the then current amount of the Swing Line Loan Commitment shall result in an automatic corresponding reduction of the amount of the Swing Line Loan Commitment to the amount of the Revolving Loan Commitment Amount, as so reduced, without any further action on the part of Company, Administrative Agent or Swing Line Lender.  The Swing Line Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than that date.  Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date.

(b)                           Swing Line Loan Prepayment with Proceeds of Revolving Loans.  With respect to any Swing Line Loans that have not been voluntarily prepaid by Company pursuant to subsection 2.4B(i), Swing Line Lender may, at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Company), no later than 10:00 a.m. (San Francisco time) on the first Business Day in advance of the proposed Funding Date, a notice requesting Revolving Lenders to make Revolving Loans that are Base Rate Loans on such Funding Date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given.  Company hereby authorizes the giving of any such notice and the making of any such Revolving Loans.  Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by Revolving Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender (and not to Company) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note, if any, of Swing Line Lender but shall instead constitute part of Swing Line Lender’s outstanding Revolving Loans and shall be due under the Revolving Note, if any, of Swing Line Lender.  Company hereby authorizes Administrative Agent and Swing Line Lender to charge Company’s accounts with Administrative Agent and Swing Line Lender (up to the amount available in each such account) in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Revolving Lenders, including the Revolving Loan deemed to be made by Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line

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Loans.  If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of Company from Swing Line Lender in any bankruptcy proceeding, in any assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by subsection 10.5.

(c)                            Swing Line Loan Assignments.  On the Funding Date of each Swing Line Loan, each Revolving Lender shall be deemed to, and hereby agrees to, purchase an assignment of such Swing Line Loan in an amount equal to its Pro Rata Share.  If for any reason (1) Revolving Loans are not made upon the request of Swing Line Lender as provided in the immediately preceding paragraph in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of such Swing Line Loan or (2) the Revolving Loan Commitments are terminated at a time when such Swing Line Loan is outstanding, upon notice from Swing Line Lender as provided below, each Revolving Lender shall fund the purchase of such assignment in an amount equal to its Pro Rata Share (calculated, in the case of the foregoing clause (2), immediately prior to such termination of the Revolving Loan Commitments) of the unpaid amount of such Swing Line Loan together with accrued interest thereon.  Upon one Business Day’s notice from Swing Line Lender, each Revolving Lender shall deliver to Swing Line Lender such amount in same day funds at the Funding and Payment Office.  In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each Revolving Lender agrees to enter into an Assignment Agreement at the request of Swing Line Lender in form and substance reasonably satisfactory to Swing Line Lender.  In the event any Revolving Lender fails to make available to Swing Line Lender any amount as provided in this paragraph, Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the rate customarily used by Swing Line Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate.  In the event Swing Line Lender receives a payment of any amount with respect to which other Revolving Lenders have funded the purchase of assignments as provided in this paragraph, Swing Line Lender shall promptly distribute to each such other Revolving Lender its Pro Rata Share of such payment.

(d)                           Revolving Lenders’ Obligations.  Anything contained herein to the contrary notwithstanding, each Revolving Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to subsection 2.1A(iii)(b) and each Revolving Lender’s obligation to purchase an assignment of any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against Swing Line Lender, Company or any other Person for any reason whatsoever; (2) the occurrence or continuation of an Event of Default or a Potential Event of Default; (3) any adverse change in the business, operations, properties, assets, condition (financial

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or otherwise) or prospects of Company or any of its Restricted Subsidiaries; (4) any breach of this Agreement or any other Loan Document by any party thereto; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Revolving Lender are subject to the condition that (x) Swing Line Lender believed in good faith that all conditions under Section 4 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, as the case may be, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made or (y) the satisfaction of any such condition not satisfied had been waived in accordance with subsection 10.6 prior to or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans were made.

(e)                            Defaulting Lenders.  Notwithstanding anything to the contrary contained in this subsection 2.1A(iii), the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when any other Lender is a Defaulting Lender, unless the obligation of such Defaulting Lender to fund repayments of Swing Line Loans as provided above has been reallocated to Revolving Lenders that are not Defaulting Lenders as contemplated in subsection 2.11 or the Swing Line Lender has entered into arrangements (which may include the delivery of cash collateral) with Company or such Defaulting Lender which are satisfactory to the Swing Line Lender to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to subsection 2.11C) with respect to any such Defaulting Lender.

B.                                 Borrowing Mechanics.  Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount; provided that Loans made as LIBOR Rate Loans shall be in an aggregate minimum amount of $2,000,000 and multiples of $100,000 in excess of that amount.  Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount.  Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 11:00 a.m. (San Francisco time) at least three Business Days in advance of the proposed Funding Date (in the case of a LIBOR Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan).  Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 noon (San Francisco time) on the proposed Funding Date.  Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and LIBOR Rate Loans in the manner provided in subsection 2.2D.  In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date.

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Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Responsible Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder.

Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing.

Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Notwithstanding the foregoing provisions of this subsection 2.1B, if Administrative Agent receives a duly executed Notice of Borrowing at least three Business Days in advance of the Closing Date, all Loans made on the Closing Date shall be LIBOR Rate Loans.  If Administrative Agent does not receive a duly executed Notice of Borrowing at least three Business Days in advance of the Closing Date, all Loans made on the Closing Date shall be Base Rate Loans.

C.                                      Disbursement of Funds.  All Term Loans and Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that, except as provided in the succeeding sentence, (i) neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor (ii) shall the amount of the Commitment of any Lender to make the particular type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder.  Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing.  Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not later than 11:00 a.m. (San Francisco time) on the applicable Funding Date (provided that with respect to Loans made on the Closing Date, such time shall be 10:00 a.m. (San Francisco time), and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 12:00 noon (San Francisco time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding

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and Payment Office.  Except as provided in subsection 2.1A(iii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account of Company at the Funding and Payment Office.

Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but, shall not be obligated to, make available to Company a corresponding amount on such Funding Date.  If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate.  If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans.  Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Anything to the contrary herein notwithstanding, all Incremental Term Loans shall be borrowed pursuant to, and in accordance with subsection 2.10, and all Other Term Loans shall be borrowed pursuant to, and in accordance with, subsection 2.12.

D.                                       The Register.  Administrative Agent, acting for these purposes solely as an agent of Company (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company and Lenders upon reasonable prior notice at reasonable times) at its address referred to in subsection 10.8 a register for the recordation of, and shall record, the names and addresses of Lenders and, to the extent Administrative Agent has received notice of participation, Participants and the respective amounts of the Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Term Loan, Revolving Loans and Swing Line Loans of each Lender and, to the extent Administrative Agent has received notice of participation, Participant from time to time (the “Register”).  Company, Administrative Agent and Lenders shall, absent manifest error, deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof; all amounts owed

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with respect to any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.  Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records.  Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

E.                                      Optional Notes.  If so requested by any Lender by written notice to Company (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date or at any time thereafter, Company shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to subsection 10.1) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Company’s receipt of such notice) a promissory note or promissory notes to evidence such Lender’s Term Loan, Revolving Loans or Swing Line Loans, substantially in the form of Exhibit IV or Exhibit V or Exhibit VI annexed hereto, respectively, with appropriate insertions.

Section 2.2.                                           Interest on the Loans.

A.                                      Rate of Interest.  Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the LIBOR Rate.  Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate.  The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B).  If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate.

(i)                           Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans (excluding Other Revolving Loans and Incremental Loans) shall bear interest through maturity as follows:

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(a)                             if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Net Leverage Ratio for the four Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(v); or

(b)                            if a LIBOR Rate Loan, then at the sum of the LIBOR Rate plus the LIBOR Rate Margin set forth in the table below opposite the applicable Consolidated Net Leverage Ratio for the four Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(v):

provided that, for the first full Fiscal Quarter after the Closing Date, the applicable margin for Revolving Loans that are LIBOR Rate Loans shall be 3.50% per annum and for Revolving Loans that are Base Rate Loans shall be 2.50% per annum.

Notwithstanding the foregoing, in the event that any financial statement or Pricing Certificate delivered pursuant to subsection 6.1(iv) is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Base Rate Margin or LIBOR Margin, as applicable, for any period (an “Applicable Period”) than the Base Rate Margin or LIBOR Margin, as applicable, applied for such Applicable Period, then (A) Company shall immediately deliver to Administrative Agent a corrected Pricing Certificate for such Applicable Period, (B) the Base Rate Margin or LIBOR Margin, as applicable, for such Applicable Period shall be determined as if the Consolidated Net Leverage Ratio in the corrected Pricing Certificate were applicable for such Applicable Period, and (C) Company shall immediately and retroactively be obligated to pay to Administrative Agent the accrued additional interest owing as a result of such increased Base Rate Margin or LIBOR Margin, as applicable, for such Applicable Period, which payment shall be promptly applied by Administrative Agent in accordance with subsection 2.4C.  Nothing in this paragraph shall limit the rights of Administrative Agent and Lenders with respect to subsection 2.2E and subsection 8.1 nor any of their other rights under this Agreement.  Company’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

(ii)                        Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Term Loans (excluding Other Term Loans and Incremental Loans) shall bear interest through maturity as follows:

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(a)                             if a Base Rate Loan, then at the sum of the Base Rate plus 2.50% per annum; or

(b)                            if a LIBOR Rate Loan, then at the sum of the LIBOR Rate plus 3.50% per annum.

(iii)                     Upon delivery of the Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the LIBOR Rate Margin for Revolving Loans shall automatically be adjusted, such adjustment to become effective on the third succeeding Business Day following the receipt by Administrative Agent of such Pricing Certificate (subject to the provisions of the foregoing clauses (i) and (ii)); provided that, if at any time a Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Pricing Certificate was required to be delivered until the third Business Day succeeding delivery of such Pricing Certificate, the applicable margins shall be the maximum percentage amount for the relevant Loan set forth above.

(iv)                    Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A.

(v)                       Any Incremental Loans shall bear interest as set forth in the applicable Lender Joinder Agreement and any Other Loans shall bear interest as set forth in the applicable Refinancing Amendment relating to such Loans.

B.                                      Interest Periods.  In connection with each LIBOR Rate Loan, Company may, pursuant to the applicable Notice of Borrowing or Notice of Conversion/Continuation, as the case may be, select an interest period (each an “Interest Period”) to be applicable to such Loan, which Interest Period shall be, at Company’s option, a one, two, three or six month period (or nine or twelve month period, so long as such period is available to all applicable Lenders); provided that:

(i)                           the initial Interest Period for any LIBOR Rate Loan shall commence on the Funding Date in respect of such Loan, in the case of a Loan initially made as a LIBOR Rate Loan, or on the date specified in the applicable Notice of Conversion/Continuation, in the case of a Loan converted to a LIBOR Rate Loan;

(ii)                        in the case of immediately successive Interest Periods applicable to a LIBOR Rate Loan continued as such pursuant to a Notice of Conversion/Continuation, each successive Interest Period shall commence on the day on which the next preceding Interest Period expires;

(iii)                     if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that, if any Interest Period would otherwise expire on a day that is not a Business Day but

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is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

(iv)                    any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (v) of this subsection 2.2B, end on the last Business Day of a calendar month;

(v)                       no Interest Period with respect to any portion of the Initial Term Loans shall extend beyond the Term Loan Maturity Date and no Interest Period with respect to any portion of the Revolving Loans subject to Revolving Loan Commitments in existence on the Closing Date shall extend beyond the Revolving Loan Commitment Termination Date;

(vi)                    no Interest Period with respect to any type of Term Loans shall extend beyond a date on which Company is required to make a scheduled payment of principal of such type of Term Loans, unless the sum of (a) the aggregate principal amount of such type of Term Loans that are Base Rate Loans plus (b) the aggregate principal amount of such type of Term Loans that are LIBOR Rate Loans with Interest Periods expiring on or before such date equals or exceeds the principal amount required to be paid on such type of Term Loans on such date;

(vii)                 there shall be no more than twelve Interest Periods outstanding at any time; and

(viii)              in the event Company fails to specify an Interest Period for any LIBOR Rate Loan in the applicable Notice of Borrowing or Notice of Conversion/Continuation, Company shall be deemed to have selected an Interest Period of one month.

C.                                      Interest Payments.  Subject to the provisions of subsection 2.2E, interest on each Loan shall be payable in arrears on and to each Interest Payment Date applicable to that Loan, upon any prepayment of that Loan (to the extent accrued on the amount being prepaid) and at maturity of that Loan (including final maturity of that Loan); provided that, in the event any Swing Line Loans or any Revolving Loans that are Base Rate Loans are prepaid pursuant to subsection 2.4B(i), interest accrued on such Loans through the date of such prepayment shall be payable on the next succeeding Interest Payment Date applicable to Base Rate Loans (or, if earlier, at final maturity).

D.                                       Conversion or Continuation.  Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $2,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 and multiples of $100,000 in excess of that amount as a LIBOR Rate Loan; provided,

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however, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.

Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 11:00 a.m. (San Francisco time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan).  In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date.  Administrative Agent shall notify each Lender of any Loan subject to a Notice of Conversion/Continuation.

E.                                      Default Rate.  From and after the occurrence and during the continuation of any Event of Default under subsection 8.6 or 8.7 and from and after the occurrence and during the continuation of any Event of Default under subsection 8.1, upon election by Administrative Agent or Requisite Lenders, the outstanding principal amount of all Loans and, to the extent permitted by applicable law, any interest payments thereon not paid when due and any fees and other amounts then due and payable hereunder shall, commencing with the date of the occurrence of such Event of Default and continuing until all overdue amounts are paid, bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable upon demand by Administrative Agent at a rate that is 2% per annum in excess of the interest rate otherwise payable under this Agreement with respect to the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise payable under this Agreement for Base Rate Loans that are Revolving Loans); provided that, in the case of LIBOR Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such LIBOR Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2% per annum in excess of the interest rate otherwise payable under this Agreement for Base Rate Loans.  Payment or acceptance of the increased rates of interest provided for in this subsection 2.2E is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

F.                                     Computation of Interest.  Interest on the Loans shall be computed (i) in the case of Base Rate Loans based on the Prime Rate, on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of LIBOR Rate Loans and Base Rate Loans based on the Federal Funds Effective Rate or the LIBOR Rate, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues.  In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a LIBOR Rate Loan, the date of conversion of such LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a LIBOR Rate

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Loan, the date of conversion of such Base Rate Loan to such LIBOR Rate Loan, as the case may be, shall be excluded; provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

G.                                        Maximum Rate.  Notwithstanding the foregoing provisions of this subsection 2.2, in no event shall the rate of interest payable by Company with respect to any Loan exceed the maximum rate of interest permitted to be charged under applicable law.

Section 2.3.                                           Fees.

A.                                      Commitment Fees.  Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that Lender’s Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitment Amount over the sum of (i) the aggregate principal amount of outstanding Revolving Loans (but not any outstanding Swing Line Loans) plus (ii) the Letter of Credit Usage multiplied by a rate per annum equal to the percentage set forth in the table below opposite the Consolidated Net Leverage Ratio for the four Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iv):

such commitment fees to be calculated on the basis of a 360-day year and the actual number of days elapsed and to be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the Closing Date, and on the Revolving Loan Commitment Termination Date; provided that for the first full Fiscal Quarter after the Closing Date, the applicable commitment fee percentage shall be 0.50% per annum.  Upon delivery of the Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the applicable commitment fee percentage shall automatically be adjusted, such adjustment to become effective on the third succeeding Business Day following the receipt by Administrative Agent of such Pricing Certificate; provided that, if at any time a Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(v), from the time such Pricing Certificate was required to be delivered until delivery of such Pricing Certificate, the applicable commitment fee percentage shall be the maximum percentage amount set forth above.

Notwithstanding the foregoing, in the event that any financial statement or Pricing Certificate delivered pursuant to subsection 6.1(iv) is shown to be inaccurate and such inaccuracy, if corrected, would have led to the application of a higher commitment fee percentage for any

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Applicable Period than the commitment fee percentage applied for such Applicable Period, then (A) Company shall immediately deliver to Administrative Agent a corrected Pricing Certificate for such Applicable Period, (B) the commitment fee percentage for such Applicable Period shall be determined as if the Consolidated Net Leverage Ratio in the corrected Pricing Certificate were applicable for such Applicable Period, and (z) Company shall immediately and retroactively be obligated to pay to Administrative Agent the accrued additional fees owing as a result of such increased commitment fee percentage for such Applicable Period, which payment shall be promptly applied by Administrative Agent in accordance with subsection 2.4C.  Nothing in this paragraph shall limit the rights of Administrative Agent and Lenders with respect to subsection 2.2E and subsection 8.1 nor any of their other rights under this Agreement.  Company’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

B.                                      Other Fees.  Company agrees to pay to Administrative Agent such fees in the amounts and at the times separately agreed upon between Company and Administrative Agent.

Section 2.4.                                           Repayments, Prepayments and Reductions of Revolving Loan Commitment Amount; General Provisions Regarding Payments; Application of Proceeds of Collateral and Payments Under Guaranty.

A.                                      Scheduled Payments of Term Loans.

(i)                           Scheduled Payments of Initial Term Loans.  Company shall make principal payments on the Initial Term Loans in installments on the dates and in the amounts set forth below:

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provided that the scheduled installments of principal of the Initial Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Term Loans in accordance with subsection 2.4B(iv); and provided, further that the Initial Term Loans and all other amounts owed hereunder with respect to the Initial Term Loans shall be paid in full no later than the Term Loan Maturity Date, and the final installment payable by Company in respect of the Initial Term Loans on such date shall be in an amount, if such amount is different from that specified above, sufficient to repay all amounts owing by Company under this Agreement with respect to the Initial Term Loans.

(ii)                        Scheduled Payments of Incremental Term Loans and Other Term Loans.  Anything to the contrary contained herein notwithstanding, Company shall repay (x) the aggregate outstanding principal amount of each Incremental Term Loan (if any) as determined pursuant to, and in accordance with, subsection 2.10, and (y) the aggregate outstanding principal amount of each Other Term Loan (if any) as determined pursuant to, and in accordance with, subsection 2.12.

B.                                      Prepayments and Unscheduled Reductions in Revolving Loan Commitment Amount.

(i)                           Voluntary Prepayments.  Company may, upon written or telephonic notice to Administrative Agent on or prior to 11:00 a.m. (San Francisco time) on the date of prepayment, which notice, if telephonic, shall be promptly confirmed in writing, at any time and from time to time prepay any Swing Line Loan on any Business Day in whole or in part in an aggregate minimum amount of $500,000 (or such lesser amount then outstanding) and multiples of $100,000 in excess of that amount.  Company may, upon not less than one Business Day’s prior written or telephonic notice, in the case of Base Rate Loans, and three Business Days’ prior written or telephonic notice, in the case of LIBOR Rate Loans, in each case given to Administrative Agent by 11:00 a.m. (San

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Francisco time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent, who will promptly notify each Lender whose Loans are to be prepaid of such prepayment, at any time and from time to time prepay any Term Loans or Revolving Loans on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount.  All written notices delivered pursuant to this subsection 2.4B(i) shall be in the form of a Notice of Prepayment and all notices whether written or telephonic delivered pursuant to this subsection 2.4B(i) shall be irrevocable, and once given as aforesaid, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein.  Any such voluntary prepayment shall be applied as specified by Company in the applicable Notice of Prepayment.

(ii)                        Loan Call Protection.  In the event that, prior to the first anniversary of the Closing Date, there shall occur any amendment, amendment and restatement or other modification of this Agreement that reduces the interest rate with respect to any Initial Term Loans or any prepayment or refinancing of any Initial Term Loans, in whole or in part with proceeds of Indebtedness having a lower total yield (after giving effect to any premiums paid on such Indebtedness (including any OID or upfront fees (with OID and upfront fees being equated to interest based on the lesser of (A) an assumed four-year life to maturity and (B) the weighted average life of such Indebtedness)) than the total yield for the Initial Term Loans as of the Closing Date (other than any such amendments, amendments and restatements, modifications, prepayments or refinancings made in connection with a Change of Control or an acquisition), each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.00% of the outstanding principal amount of the Initial Term Loans affected by such amendment, amendment and restatement or modification, or subject to such prepayment or refinancing.

(iii)                     Voluntary Reductions of Revolving Loan Commitments.  Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $3,000,000 and multiples of $1,000,000 in excess of that amount (or if less than $1,000,000, the amount of the Revolving Loan Commitments).  Company’s notice to Administrative Agent (who will promptly notify each Revolving Lender of such notice) shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in Company’s notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender

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proportionately to its Pro Rata Share.  Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(v).

(iv)                             Mandatory Prepayments and Mandatory Reductions of Revolving Loan Commitments.  The Loans shall be prepaid and/or the Revolving Loan Commitment Amount shall be permanently reduced in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below or as more specifically provided in subsection 2.4B(v) and subsection 2.4D:

(a)                             Prepayments and Reductions From Net Asset Sale Proceeds.  No later than the fifth Business Day following the date of receipt by Company or any Restricted Subsidiary of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or (2), so long as no Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Asset Sale Proceeds that, subject to subsection 7.3, Company or such Restricted Subsidiary intends to reinvest in equipment or other assets related to the business conducted by Company and its Restricted Subsidiaries (directly or through the acquisition of Capital Stock of a Person that owns such assets) within 360 days of such date of receipt, and Company shall, or shall cause one or more of its Restricted Subsidiaries to (A) apply such portion to such reinvestment purposes or (B) no later than 360 days after receipt of such Net Asset Sale Proceeds make a prepayment of the Loans (and/or the Revolving Loan Commitment Amount shall be permanently reduced) in an amount equal to 100% of such Net Asset Sale Proceeds that are not so reinvested.

(b)                            Prepayments and Reductions from Net Insurance/Condemnation Proceeds.  No later than the fifth Business Day following the date of receipt by Administrative Agent or by Company or any Restricted Subsidiary of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Loans and/or reduce the Revolving Loan Commitment Amount pursuant to the provisions of subsection 6.4C, Company shall prepay the Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to 100% of the amount of such Net Insurance/Condemnation Proceeds.

(c)                             Prepayments and Reductions Due to Issuance of Indebtedness.  On the date of receipt of the Net Securities Proceeds from the issuance of any Indebtedness of Holdings, Company or any Restricted Subsidiary after the Closing Date, other than Indebtedness permitted pursuant to subsection 7.1 (except as set forth in subsection 2.12 and 7.1(i) in which case the Net Securities Proceeds shall be applied as set forth in such subsection notwithstanding anything to the contrary contained in this subsection 2.4), Company shall prepay the Loans and/or the

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Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to 100% of such Net Securities Proceeds.

(d)                            Prepayments and Reductions from Consolidated Excess Cash Flow.  In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 2012), Company shall, no later than 105 days after the end of such Fiscal Year, prepay the Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans made during such Fiscal Year (with (1) the amount of any such voluntary prepayments resulting from repurchase of Term Loans by Company pursuant to subsection 2.4B(vi) to be based on the amount of the applicable Competitive Bid and (2) any repayments of Revolving Loans or Swing Line Loans to be excluded, except to the extent the Revolving Commitments are permanently reduced in connection with such repayments); provided that any voluntary prepayments of the Loans during any Fiscal Year in excess of 50% or 25%, as the case may be, of Consolidated Excess Cash Flow for such Fiscal Year shall reduce, on a dollar for dollar basis, the required prepayments under this subsection 2.4B(iii)(d) in subsequent Fiscal Years; provided that for any Fiscal Year in which the Consolidated Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal to 2.50:1.00, the amount in clause (i) shall be reduced to 25%; provided further that for any Fiscal Year in which the Consolidated Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal to 2.00:1.00, no prepayment shall be required under this subsection 2.4B(iii)(d).

(e)                             Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations.  Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(d), Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction.  In the event that Company shall subsequently determine that the actual amount was greater than the amount set forth in such Officer’s Certificate, Company shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitment Amount shall be permanently reduced) in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount resulting in such excess.

(f)                            Prepayments Due to Reductions or Restrictions of Revolving Loan Commitment Amount.  Company shall from time to time prepay first the Swing Line Loans and second the Revolving Loans (and, after prepaying all Revolving Loans, Cash collateralize any outstanding Letters of Credit by depositing the

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requisite amount in the Collateral Account) to the extent necessary so that the Total Utilization of Revolving Loan Commitments shall not at any time exceed the Revolving Loan Commitment Amount then in effect.  At such time as the Total Utilization of Revolving Loan Commitments shall be equal to or less than the Revolving Loan Commitment Amount, if no Event of Default has occurred and is continuing, to the extent any Cash collateral was provided by Company and has not been applied to any Obligations as provided in the Security Agreement, such amount may, at the request of Company, be released to Company.

(v)                            Application of Prepayments and Unscheduled Reductions of Revolving Loan Commitment Amount.

(a)                             Application of Voluntary Prepayments by Type of Loans and Order of Maturity.  Any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as specified by Company in the applicable Notice of Prepayment; provided that any voluntary prepayments of Term Loans must be applied to prepay the Term Loans, any Incremental Term Loans, any Other Term Loans and Extended Term Loans (or reduce any Revolving Loan Commitments, Incremental Revolving Loan Commitments, Other Revolving Loan Commitments and Extended Revolving Loan Commitments) on a pro rata basis (in accordance with the respective outstanding principal amounts thereof), except to the extent such payments are not required to be applied on a pro rata basis to Incremental Term Loans, Other Term Loans or Extended Term Loans (or Incremental Revolving Loan Commitments, Other Revolving Loan Commitments and Extended Revolving Loan Commitments) as provided in the applicable Lender Joinder Agreement, Refinancing Amendment or Extension.  In the event Company fails to specify the Loans to which any such prepayment shall be applied, (1) such prepayment shall be applied first to repay outstanding Swing Line Loans to the full extent thereof, second to repay outstanding Revolving Loans to the full extent thereof, and third to repay outstanding Term Loans to the full extent thereof and (2) such prepayment shall be applied to prepay the Initial Term Loans (and to the extent required by the terms thereof, any Other Term Loans or Incremental Term Loans) on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and to reduce the scheduled installments of principal thereof set forth in subsection 2.4A(i), and if not otherwise specified in the applicable Notice of Prepayment, (i) first, in forward chronological order for the next succeeding 12 months and (ii) thereafter, on a pro rata basis (in accordance with the respective outstanding principal amounts thereof).

(b)                            Application of Mandatory Prepayments by Type of Loans.  Except as provided in subsection 2.4D, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iv)(a)-(d) shall be applied first to prepay the Initial Term Loans (and to the extent required by the terms thereof, any Incremental Term Loans, Other Term Loans and Extended Term Loans)) to the full extent thereof, second, to the extent of any remaining portion of such amount,

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to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, and fourth, to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof, provided that to the extent any such reduction of the Revolving Loan Commitment Amount would result in the Total Utilization of Revolving Loan Commitments exceeding the Revolving Loan Commitment Amount, Company promptly shall Cash collateralize outstanding Letters of Credit by depositing the requisite amount in the Collateral Account.  Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Share.

(c)                            Application of Mandatory Prepayments of Term Loans to Term Loans and the Scheduled Installments of Principal Thereof.  Except as provided in subsection 2.4D, any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied to prepay the Initial Term Loans (and, to the extent required by the terms thereof, any Incremental Term Loans, Other Term Loans or Extended Term Loans) on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and shall be applied to reduce the scheduled installments of principal thereof set forth in subsection 2.4A(i) on a pro rata basis (in accordance with the respective outstanding principal amounts thereof).

(d)                           Application of Prepayments to Base Rate Loans and LIBOR Rate Loans.  Considering Term Loans and Revolving Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to LIBOR Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by Company pursuant to subsection 2.6D.

(vi)                             Repurchase of Term Loans by Holdings and its Restricted Subsidiaries.

(a)                            Subject to the terms and conditions set forth herein, so long as the Term Loans remain outstanding and Company can demonstrate that, at the time it submits a Competitive Bid Request, the sum of (1) Cash and Cash Equivalents, plus (2) the aggregate unused Revolving Loan Commitments of all Revolving Lenders at such time is equal to at least $20,000,000, Company may request one or more Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids to repurchase any outstanding Term Loans.  Immediately upon any such repurchase by Holdings, Company or their respective Subsidiaries, such repurchased Term Loans shall be deemed repaid in full for all purposes hereunder.  To request Competitive Bids, Company shall notify Administrative Agent and the Lenders of such request by written notice, substantially in the form of Exhibit XIV

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(each a “Competitive Bid Request”).  Each Competitive Bid Request shall include the date selected by Company on or prior to which all Competitive Bids with respect to such Competitive Bid Request must be received by Administrative Agent (such date, the “Competitive Bid Submission Deadline”); provided, that with respect to any Competitive Bid Request, the Competitive Bid Submission Deadline selected by Company shall in no event be later than 60 days after the date of such Competitive Bid Request.

(b)                            Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to Company in response to a Competitive Bid Request.  Each Competitive Bid must be substantially in the form of Exhibit XV and shall be submitted to both Administrative Agent and Company.  Each Competitive Bid shall include the following:  (1) the aggregate principal amount of Term Loans such Lender is willing to sell; and (2) the price at which such Lender is willing to sell such Term Loans (expressed as a percentage of par value) (such price, the “Competitive Bid Price”).  Once submitted, a Competitive Bid may not be revoked by a Lender.

(c)                             Subject to the restrictions of this paragraph, Company may accept or reject any Competitive Bid.  Company shall notify Administrative Agent by telephone, followed by written notice, whether and to what extent it has decided to accept or reject each Competitive Bid within five Business Days after the applicable Competitive Bid Submission Deadline; provided, that (w) the failure of Company to give such notice shall be deemed to be a rejection of each Competitive Bid; (x) Company shall not accept a Competitive Bid made at a particular Competitive Bid Price if Company rejects a Competitive Bid made at a lower or the same Competitive Bid Price; (y) the aggregate amount of Term Loans that Holdings, Company or their respective Subsidiaries or any Affiliated Lender shall be entitled to repurchase pursuant to all Competitive Bids accepted by Company shall not at any time exceed 25% of the aggregate amount of all Term Loans advanced pursuant to this Agreement; and (z) Company may accept Competitive Bids at the same Competitive Bid Price in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Price, shall be made pro rata in accordance with the amount of each such Competitive Bid.  A notice given by Company pursuant to this paragraph shall be irrevocable.

(d)                            Following Administrative Agent’s receipt of written notice from Company as to which Competitive Bids have been accepted, Administrative Agent shall promptly notify each Lender whether or not its Competitive Bid has been accepted (and if so, the amount and the Competitive Bid Price accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to sell the agreed upon Term Loans to Holdings, Company or any of their respective Subsidiaries or any Affiliated Lender, as the case may be, at the Competitive Bid Price on the second Business Day following the notice provided to such successful bidder under this paragraph.

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(e)                             Company may not use proceeds of Revolving Loans to effect such Term Loan repurchases.

C.                                      General Provisions Regarding Payments.

(i)                           Manner and Time of Payment.  All payments by Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 noon (San Francisco time) on the date due at the Funding and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Company on the next succeeding Business Day.

(ii)                        Application of Payments to Principal and Interest.  Except as provided in subsection 2.2C, all payments in respect of the principal amount of any Loan shall include payment of accrued interest on the principal amount being repaid or prepaid, and all such payments shall be applied to the payment of interest before application to principal.

(iii)                     Apportionment of Payments.  Aggregate payments of principal and interest shall be apportioned among all outstanding Loans to which such payments relate, in each case proportionately to Lenders’ respective Pro Rata Shares.  Administrative Agent shall promptly distribute to each Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

(iv)                    Payments on Business Days.  Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder, as the case may be.

(v)                       Notation of Payment.  Each Lender agrees that before disposing of any Note held by it, or any part thereof (other than by granting participations therein), that Lender will make a notation thereon of all Loans evidenced by that Note and all principal payments previously made thereon and of the date to which interest thereon has been paid; provided that the failure to make (or any error in the making of) a notation of any Loan made under such Note shall not limit or otherwise affect the obligations of Company hereunder or under such Note with respect to any Loan or any payments of principal or interest on such Note.

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D.                                       Application of Proceeds of Collateral and Payments after Event of Default.  Upon the occurrence and during the continuation of an Event of Default, if requested by Requisite Lenders, or upon acceleration of the Obligations pursuant to Section 8, (a) all payments received by Administrative Agent, whether from Company, Holdings or any Subsidiary Guarantor or otherwise, and (b) all proceeds received by Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral under any Collateral Document may, in the discretion of Administrative Agent, be held by Administrative Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by Administrative Agent, in each case in the following order of priority:

(i)                           to the payment of all costs and expenses of such sale, collection or other realization, all other expenses, liabilities and advances made or incurred by Administrative Agent in connection therewith, and all amounts for which Administrative Agent is entitled to compensation (including the fees described in subsection 2.3), reimbursement and indemnification under any Loan Document and all advances made by Administrative Agent thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by Administrative Agent in connection with the Loan Documents, all in accordance with subsections 9.4, 10.2 and 10.3 and the other terms of this Agreement and the Loan Documents;

(ii)                        thereafter, to the payment of all other Obligations and obligations of Loan Parties under any Hedge Agreement between a Loan Party and a Swap Counterparty for the ratable benefit of the holders thereof (subject to the provisions of subsection 2.4C(ii) hereof); and

(iii)                     thereafter, to the payment to or upon the order of such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Section 2.5.                                           Use of Proceeds.

A.                                      Loans.  The proceeds of the Loans made on the Closing Date shall be applied by Company (i) to refinance certain existing Indebtedness, (ii) to pay fees, commissions and expenses in connection with the refinancing and (iii) for working capital and other general corporate purposes (including Permitted Acquisitions, Investments and Restricted Junior Payments permitted hereunder), which may include the making of intercompany loans to any of Company’s wholly-owned Restricted Subsidiaries, in accordance with subsection 7.1(iv), for their own general corporate purposes.  The proceeds of the Loans made after the Closing Date shall be applied by Company for working capital and other general corporate purposes (including Permitted Acquisitions, Investments and Restricted Junior Payments permitted hereunder), which may include the making of intercompany loans to any of Company’s wholly-owned Restricted Subsidiaries, in accordance with subsection 7.1(iv), for their own general corporate purposes, and may also be applied to pay fees, commissions and expenses relating thereto.

B.                                      Margin Regulations.  No portion of the proceeds of any borrowing under this Agreement shall be used by Company or any of its Restricted Subsidiaries in any manner that

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might cause the borrowing or the application of such proceeds to violate Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation of such Board or to violate the Exchange Act, in each case as in effect on the date or dates of such borrowing and such use of proceeds.

Section 2.6.                                           Special Provisions Governing LIBOR Rate Loans.  Notwithstanding any other provision of this Agreement to the contrary, the following provisions shall govern with respect to LIBOR Rate Loans as to the matters covered:

A.                                      Determination of Applicable Interest Rate.  On each Interest Rate Determination Date, Administrative Agent shall determine in accordance with the terms of this Agreement (which determination shall, absent manifest error, be conclusive and binding upon all parties) the interest rate that shall apply to the LIBOR Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Company and each applicable Lender.

B.                                      Inability to Determine Applicable Interest Rate.  In the event that (i) Administrative Agent shall have determined (which determination shall be conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of LIBOR Rate or (ii) Requisite Lenders shall have reasonably determined (in a manner consistent with banking industry practices) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during any Interest Period, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (a) no Loans may be made as, or converted to, LIBOR Rate Loans until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist and (b) any Notice of Borrowing or Notice of Conversion/Continuation given by Company with respect to the Loans in respect of which such determination was made shall be deemed to be for a Base Rate Loan.

C.                                      Illegality or Impracticability of LIBOR Rate Loans.  In the event that on any date any Lender shall have determined (which determination shall be conclusive and binding upon all parties hereto but shall be made only after consultation with Company and Administrative Agent) that the making, maintaining or continuation of its LIBOR Rate Loans (or Base Rate Loans as to which the interest rate is determined with reference to the LIBOR Rate) (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date of this Agreement which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Company and Administrative Agent of such determination.  Administrative Agent shall promptly notify each other Lender of the receipt of such notice.  Thereafter (a) the obligation of the Affected Lender to

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make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (b) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender shall make such Loan as (or convert such Loan to, as the case may be) a Base Rate Loan (with such Base Rate Loan as to which the interest rate is not determined with reference to the LIBOR Rate), (c) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, (d) the Affected Loans shall automatically convert into Base Rate Loans (with such Base Rate Loan as to which the interest rate is not determined with reference to the LIBOR Rate) on the date of such termination, and (e) Base Rate Loans shall not be determined with reference to the LIBOR Rate.  Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, Company shall have the option, subject to the provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice of Conversion/Continuation as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above.  Administrative Agent shall promptly notify each other Lender of the receipt of such notice.  Except as provided in the immediately preceding sentence, nothing in this subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms of this Agreement.

D.                                       Compensation For Breakage or Non-Commencement of Interest Periods.  Company shall compensate each Lender, upon written request by that Lender pursuant to subsection 2.8, for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its LIBOR Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profit) which that Lender has sustained: (i) if for any reason (other than a default by that Lender) a borrowing of any LIBOR Rate Loan does not occur on a date specified therefor in a Notice of Borrowing or a telephonic request therefor, or a conversion to or continuation of any LIBOR Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation or a telephonic request therefor; (ii) if any prepayment or other principal payment or any conversion of any of its LIBOR Rate Loans (including any prepayment or conversion occasioned by the circumstances described in subsection 2.6C) occurs on a date prior to the last day of an Interest Period applicable to that Loan; (iii) if any prepayment of any of its LIBOR Rate Loans is not made on any date specified in a Notice of Prepayment given by Company; or (iv) as a consequence of any other default by Company in the repayment of its LIBOR Rate Loans when required by the terms of this Agreement.

E.                                      Booking of LIBOR Rate Loans.  Any Lender may make, carry or transfer LIBOR Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of that Lender.

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F.                                     Assumptions Concerning Funding of LIBOR Rate Loans.  Calculation of all amounts payable to a Lender under this subsection 2.6 and under subsection 2.7A shall be made as though that Lender had funded each of its LIBOR Rate Loans through the purchase of a LIBOR deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of LIBOR Rate in an amount equal to the amount of such LIBOR Rate Loan and having a maturity comparable to the relevant Interest Period, whether or not its LIBOR Rate Loans had been funded in such manner.

G.                                        LIBOR Rate Loans After Default.  From and after the occurrence and during the continuation of any Event of Default, upon election by Administrative Agent or Requisite Lenders, (i) Company may not elect to have a Loan be made or maintained as, or converted to, a LIBOR Rate Loan after the expiration of any Interest Period then in effect for that Loan and (ii) subject to the provisions of subsection 2.6D, any Notice of Borrowing or Notice of Conversion/Continuation given by Company with respect to a requested borrowing or conversion/continuation that has not yet occurred shall be deemed to be for a Base Rate Loan or, if the conditions to making a Loan set forth in subsection 4.1 cannot then be satisfied, to be rescinded by Company.

Section 2.7.                                           Increased Costs; Capital Adequacy.

A.                                      Compensation for Increased Costs.  Subject to the provisions of subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including any Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any Change in Law:

(i)                           subjects such Lender to any additional tax of any kind whatsoever with respect to this Agreement or any of its obligations hereunder (including with respect to issuing or maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender of principal, interest, fees or any other amount payable hereunder (except for the imposition of, or any change in the rate of, any Excluded Tax withholdable against or payable by such Lender);

(ii)                        imposes, modifies or holds applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of LIBOR Rate);

(iii)                     imposes any other condition (other than with respect to Taxes, which shall be governed solely by subsection 2.7B) on or affecting such Lender or its obligations hereunder or the London interbank market; or

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(iv)                    regarding capital adequacy has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for a Change in Law (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy);

and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender with respect thereto; then, in any such case, Company shall promptly pay to such Lender, upon receipt of the statement referred to in subsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder.  Notwithstanding the foregoing, this subsection will not apply to any Taxes already indemnified by Company pursuant to subsection 2.7B.

B.                                      Taxes.

(i)                           Payments to Be Free and Clear.  Any and all payments by or on account of any obligation of Company under this Agreement and the other Loan Documents shall (except to the extent required by law) be made free and clear of, and without any deduction or withholding on account of, any Indemnified Taxes or Other Taxes.

(ii)                        Grossing-up of Payments.  If Company is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents:

(a)                             Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it;

(b)                            Company shall pay, or cause to be paid, any such tax to the relevant Government Authority before the date on which penalties attach thereto;

(c)                             unless such Tax is an Excluded Tax, the sum payable by Company shall be increased to the extent necessary to ensure that, after making the required deductions (including deductions other than an Excluded Tax applicable to additional sums payable under this subsection 2.7B(ii)), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to the sum it would have received had no such deduction been required or made, provided, with respect to any United States Federal withholding tax, no such

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additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to subsection 2.6C) except to the extent that any Change in Law after the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the date such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the Closing Date or at the date such Lender became a Lender, as the case may be, in respect of payments to such Lender; provided that additional amounts shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts; and

(d)                            within 30 days after paying any sum from which it is required by clause (b) above to pay, Company shall, upon the written request of Administrative Agent, deliver to Administrative Agent documentation reasonably satisfactory to the other affected parties to evidence the payment and its remittance to the relevant Government Authority.

(iii)                               Indemnification by Company.  Company shall indemnify Administrative Agent and each Lender, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by Administrative Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under subsection 2.7B(ii) other than an Excluded Tax) and any reasonable expenses arising therefrom or with respect thereto.  With respect to any such payments made by Administrative Agent or such Lender paid pursuant to an assessment by a Government Authority, such indemnification shall be made within the proscribed period, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Government Authority.  A certificate containing reasonable details as to the amount of such payment or liability delivered to Company by a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.  For the avoidance of doubt, any amount paid pursuant to this subsection 2.7B(iii) shall not be in duplication of any amounts paid pursuant to any other clause of this subsection 2.7B.

(iv)                             Evidence of Exemption from Withholding Tax.

(a)                             Any Lender shall deliver such forms or other documentation prescribed by applicable law or reasonably requested by Company or Administrative Agent as will enable Company or Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements;

(b)                            Any Foreign Lender shall deliver to Company and Administrative Agent, on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter, as may be necessary in the determination of Company or Administrative Agent, each in the reasonable

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exercise of its discretion), such properly completed and duly executed forms or other documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding;

(c)                             Without limiting the generality of the foregoing, any Foreign Lender, to the extent it is legally entitled to do so, shall deliver to Company and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter, as may be necessary in the determination of Company or Administrative Agent, each in the reasonable exercise of its discretion), whichever of the following is applicable:

(1)                             properly completed and duly executed copies of Internal Revenue Service Form W-8BEN (or any successor forms) claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(2)                             properly completed and duly executed copies of Internal Revenue Service Form W-8ECI (or any successor forms),

(3)                             in the case of a Foreign Lender claiming the benefits of the exemption “portfolio interest” under Section 881(c) of the Internal Revenue Code, (a) a duly executed certificate to the effect that such Foreign Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(a) of the Internal Revenue Code, (ii) a ten-percent shareholder (within the meaning of Section 881(c)(3)(b) of the Internal Revenue Code) of Company or Holdings or (iii) a controlled foreign corporation described in Section 881(c)(3)(c) of the Internal Revenue Code, and that no payments in connection with the Loan Documents are effectively connected with such Lender’s conduct of a U.S. trade or business and (b) properly completed and duly executed copies of Internal Revenue Service Form W-8BEN (or any successor forms) (a “United States Tax Compliance Certificate”),

(4)                             to the extent a Lender is not the beneficial owner or does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loan Documents (for example, where the Lender is a partnership or in the case of a typical participation by such Lender), on or prior to the date such Foreign Lender becomes a Lender, or on such later date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and from time to time thereafter, as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion):

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(1)                             duly executed and properly completed copies of the forms and statements required to be provided by such Foreign Lender under clause (c) of subsection 2.7B(iv), to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account and may be entitled to an exemption from or a reduction of the applicable Tax,

(2)                             duly executed and properly completed copies of Internal Revenue Service Form W-8IMY (or any successor forms) with any required attachments completed and duly executed by such Foreign Lender, together with any information, if any, such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Internal Revenue Code or the regulations thereunder, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender,

(3)                             a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY with any required attachments (or any other successor forms), or any other required information from each beneficial owners, as applicable, as will permit payments to such Lender to be made without withholding or at a reduced rate of withholding, and

(4)                             properly completed and duly executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in any Tax,

in each case together with such supplementary documentation as may be prescribed by applicable law to permit Company and Administrative Agent to determine the withholding or deduction required to be made, if any;

(d)                                 Without limiting the generality of the foregoing, the Lead Arranger and any Lender that is not a Foreign Lender shall deliver to Company and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender or Lead Arranger (as applicable) becomes a Lender or Lead Arranger under this Agreement (and from time to time thereafter as prescribed by applicable law or upon the request of Company or Administrative Agent), duly executed and properly completed copies of Internal Revenue Service Form W-9;

(e)                             Without limiting the generality of the foregoing, each Lender hereby agrees, from time to time after the initial delivery by such Person of such forms, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence so delivered obsolete or inaccurate in any material

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respect, that such Person shall promptly (1) deliver to Administrative Agent and Company two original copies of renewals, amendments or additional or successor forms, properly completed and duly executed by such Person, together with any other certificate or statement of exemption required in order to confirm or establish that such Person is entitled to an exemption from or reduction of any Tax with respect to payments to such Person under the Loan Documents and, if applicable, that such Person does not act for its own account with respect to any portion of such payment, or (2) notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence;

(f)                            Each Administrative Agent that is entitled to any sum paid or payable by any Credit Party under any of the Loan Documents shall, deliver to Company, on or prior to the Closing Date (or on or prior to the date of an assignment pursuant to which it becomes Administrative Agent, and at other times as may be necessary in the determination of Company), two duly executed copies of Internal Revenue Service Form W-9 or other applicable form as may be necessary to establish an exemption from or reduced rate of withholding Taxes;

(g)                            If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender fails to comply with any requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall (1) enter into such agreements with the IRS as necessary to establish an exemption from withholding under FATCA; (2) comply with any certification, documentation, information, reporting or other requirement necessary to establish an exemption from withholding under FATCA; (3) provide any documentation reasonably requested by Company or Administrative Agent sufficient for Administrative Agent and Company to comply with their respective obligations, if any, under FATCA and to determine that such Lender has complied such applicable requirements; and (4) provide a certification signed by the chief financial officer, principal accounting officer, treasurer or controller of such Lender certifying that such Lender has complied with any necessary requirements to establish an exemption from withholding under FATCA.  To the extent that the relevant documentation provided pursuant to this paragraph is rendered obsolete or inaccurate in any material respect as a result of changes in circumstances with respect to the status of a Lender, Swing Line Lender or Issuing Lender, such Lender shall, to the extent permitted by applicable law, deliver to Company and Administrative Agent revised and/or updated documentation sufficient for Company and Administrative Agent to confirm such Lender’s or such Issuing Lender’s compliance with their respective obligations under FATCA.  Solely for purposes of this paragraph, “FATCA” shall include any amendments made to FATCA after the Closing Date;

(h)                            If Company pays any additional amounts under this subsection 2.7B to a Lender (i) and Company reasonably believes that such additional amounts or portion thereof are attributable to taxes that were not correctly or

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legally asserted, such Lender shall use reasonable efforts to cooperate with Company to obtain a refund of such taxes so long as such efforts would not, in the sole determination of such Lender result in any non-reimbursable additional costs, expenses or risks; and (ii) such Lender has irrevocably received in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a “Tax Benefit”), such Lender shall pay to Company an amount that such Lender shall determine in its sole discretion is equal to the net benefit, after tax and other reasonable expenses attributable to Lender’s efforts to obtain such refund, which was obtained by such Lender in such year as a consequence of such Tax Benefit; provided, however, that nothing in this subsection 2.7B shall require such Lender to disclose any confidential information to Company (including, without limitation, its tax returns);

(i)                            To the extent required by any applicable law, Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax.  If the Internal Revenue Service or any other Governmental Authority asserts a claim that Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, or if Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such Lender shall indemnify Administrative Agent fully for all amounts paid, directly or indirectly, by Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred; and

(j)                            For purposes of this subsection 2.7B, the term “Lender” shall include any Lender, Issuing Lender and Swing Line Lender.

Section 2.8.                                           Statement of Lenders; Obligation of Lenders and Issuing Lenders to Mitigate.

A.                                      Statements.  Each Lender claiming compensation or reimbursement pursuant to subsection 2.6D, 2.7 or 2.8B shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such compensation or reimbursement, which statement shall be conclusive and binding upon all parties hereto absent manifest error; provided, however, that Company shall not be required to compensate a Lender pursuant to subsection 2.7A in respect of any period occurring more than nine months prior to the date on which such Lender delivers such written statement, except that if a Change in Law is retroactive, no such time limitation shall apply so long as such Lender delivers such written notice within nine months after the date on which the applicable Governmental Authority informed such Lender of such Change in Law.

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B.                                      Mitigation.  Each Lender and Issuing Lender agrees that, as promptly as practicable after the officer of such Lender or Issuing Lender responsible for administering the Loans or Letters of Credit of such Lender or Issuing Lender, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender or Issuing Lender to receive payments under subsection 2.7, it will use reasonable efforts to make, issue, fund or maintain the Commitments of such Lender or the Loans or Letters of Credit of such Lender or Issuing Lender through another lending or letter of credit office of such Lender or Issuing Lender, if (i) as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender or Issuing Lender pursuant to subsection 2.7 would be materially reduced and (ii) as determined by such Lender or Issuing Lender in its sole discretion, such action would not otherwise be disadvantageous to such Lender or Issuing Lender; provided that such Lender or Issuing Lender will not be obligated to utilize such other lending or letter of credit office pursuant to this subsection 2.8B unless Company agrees to pay all incremental expenses incurred by such Lender or Issuing Lender as a result of utilizing such other lending or letter of credit office as described above.

Section 2.9.                                           Replacement of a Lender.  If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Lender becomes a Defaulting Lender, a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of Lenders or 100% of Lenders with Obligations directly affected and consent of at least Requisite Lenders or a majority of Lenders with Obligations directly affected, as the case may be, has been obtained or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) Company has obtained a commitment from another Lender to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon two Business Days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, or Persons pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents (excluding any claims against such Subject Lender if it is a Defaulting Lender), (2) the processing fee required to be paid by subsection 10.1B(iv) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such Subject Lender) and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting

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Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender.  For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the Loans and Commitments of such Non-Consenting Lender that are subject to the assignments required by this subsection 2.9 shall include only those Loans and Commitments that constitute the Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender refused to provide its consent.

Section 2.10.                                            Incremental Loans.

A.                                      At any time following the Closing Date, Company may by written notice to Administrative Agent elect to request the establishment of:

(i)                            one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make an incremental term loan (any such incremental term loan, an “Incremental Term Loan”); or

(ii)                              one or more increases in the Revolving Loan Commitments (any such increase, an “Incremental Revolving Loan Commitment” and, together with the Incremental Term Loan Commitments, the “Incremental Loan Commitments”) to make incremental revolving credit loans (any such increase, an “Incremental Revolving Loan Increase” and, together with the Incremental Term Loans, the “Incremental Loans”);

provided that (1) the total aggregate amount for all such Incremental Loan Commitments shall not (as of any date of incurrence thereof) exceed $100,000,000 (which amount shall be reduced by any secured Indebtedness issued or incurred pursuant to subsection 7.1(vi)(b) or 7.1(x)) (the “Incremental Amount”) and (2) the total aggregate amount for each Incremental Loan Commitment (and the Incremental Loans  made thereunder) shall not be less than a minimum principal amount of $5,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1).  Each such notice shall specify the date (each, an “Increased Amount Date”) on which Company proposes that any Incremental Loan Commitment shall be effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to Administrative Agent.  Company may invite any Lender, Incremental Lender or any other Person eligible to be an Incremental Lender to provide an Incremental Loan Commitment.  Any Lender or any Incremental Lender offered or approached to provide all or a portion of an Incremental Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Loan Commitment.  Any Incremental Loan Commitment shall become effective as of such Increased Amount Date; provided that:

(a)                             no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to (1) any Incremental Loan Commitment, (2) the making of any Incremental Loans  pursuant thereto and (3) any Permitted Acquisition consummated in connection therewith;

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(b)                            Administrative Agent and the Lenders shall have received from Company an Officer’s Compliance Certificate demonstrating that Company will be in Pro Forma Compliance (calculated solely with respect to subsection 7.6B) after giving effect to (1) any Incremental Loan Commitment, (2) the making of any Incremental Loans pursuant thereto and (3) any acquisition or disposition made after the commencement of the most recent four Fiscal Quarter period for which financial results have been provided on or prior to the Increased Amount Date;

(c)                             the proceeds of any Incremental Loans  shall be used for working capital and other general corporate purposes (including Permitted Acquisitions, any other Investments permitted hereunder and Restricted Junior Payments), which may include the making of intercompany loans to any of Company’s wholly-owned Restricted Subsidiaries, in accordance with subsection 7.1(iv), for their own general corporate purposes;

(d)                            each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall constitute Obligations of Company and shall be secured and guaranteed with the other Obligations on a pari passu basis;

(e)                             (1)                                  in the case of each Incremental Term Loan (the terms of which shall be set forth the relevant Lender Joinder Agreement):

(x)                              such Incremental Term Loan will not have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Initial Term Loans or a maturity date earlier than the Term Loan Maturity Date with respect to the Initial Term Loans;

(y)                            the interest rate margins and pricing grid, if applicable, for such Incremental Term Loan shall be determined by the applicable Incremental Lenders and Company on the applicable Increased Amount Date; provided that if the interest rate margins in respect of any Incremental Term Loan with an Increased Amount Date within two years after the Closing Date exceed the interest rate margins for the Initial Term Loans by more than 0.50%, then the interest rate margins for the Initial Term Loans shall be increased so that the interest rate margins are equal to the interest rate margins for the Incremental Term Loans minus 0.50%; provided further in determining the interest rate margin(s) applicable to each Incremental Term Loan and the interest rate margin(s) for the Initial Term Loans, (1) original issue discount (“OID”) or upfront fees payable by Company to the Lenders under such Incremental Term Loan or the Initial Term Loans in the initial primary syndication thereof shall be included  (with OID and upfront fees being equated to interest, in the case of the Initial Term Loans, based on an assumed four-year life to maturity, and in the case of Incremental Term Loans, based on the lesser of (A) an assumed four-year life to maturity and (B) the weighted average life of such Incremental Term Loan), (2) customary arrangement or commitment fees payable to any Lead Arranger (or its affiliates) in connection with the Initial Term Loans or to one or more arrangers (or their affiliates) of any

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Incremental Term Loan shall be excluded and (3) in the event that the interest rate floor, if any, for such Incremental Term Loan exceeds the interest rate floor for the Initial Term Loans, then Company shall either (x) include the effect of such floor in determining the interest rate margin or (y) provide that the Initial Term Loans shall have an interest rate floor which is not less than the interest rate floor applicable to the Incremental Term Loans minus 0.50% (which 0.50% shall be reduced by the amount that the interest rate margin for the Incremental Term Loans exceeds (after giving effect to this provision) the interest rate margin for the Initial Term Loans); and

(z)                              except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the Initial Term Loans, shall be reasonably satisfactory to Administrative Agent and Company;

(2)                             in the case of each Incremental Revolving Loan Increase (the terms of which shall be set forth the relevant Lender Joinder Agreement):

(w)                            such Incremental Revolving Loan Increase will not have a maturity date earlier than the Revolving Loan Commitment Termination Date with respect to Revolving Loan Commitments that were in existence on the Closing Date;

(x)                              the interest rate margins and pricing grid, if applicable, for such Incremental Revolving Loan Increase shall be determined by the applicable Incremental Lenders and Company on the applicable Increased Amount Date; provided that if the interest rate margins and/or commitment fees, as applicable, in respect of any Incremental Revolving Loan Increase with an Increased Amount Date within two years after the Closing Date exceed the interest rate margins and/or commitment fees, as applicable, for the initial Revolving Loan Commitments by more than 0.50%, then the interest rate margins and/or commitment fees, as applicable, for the then existing Revolving Loan Commitments shall be increased so that the interest rate margins and/or commitment fees, as applicable, are equal to the interest rate margins and/or commitment fees for such Incremental Revolving Loan Increase minus 0.50%; provided further that, in determining the interest rate margins and commitment fees applicable to the Incremental Revolving Loan Increase and the then existing Revolving Loan Commitments, (1) any upfront fees payable by Company to the Lenders under then existing Revolving Loan Commitments or any Incremental Revolving Loan Increase, in each case in the initial primary syndication thereof shall be excluded, (2) customary arrangement or commitment fees payable to any Lead Arranger (or its affiliates) or to one or more arrangers (or their affiliates) in connection with the then existing Revolving Loan Commitments or to one or more arrangers (or their affiliates) of any Incremental Revolving Loan Increase shall be excluded, (3) in the event that, at the time of determination, the interest rate margins are determined based on a pricing grid, the interest rate margins and commitment fees shall be measured for purposes of this clause (v) by reference to

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each level of the pricing grid and (4) in the event there is an interest rate floor applicable to such Incremental Revolving Loan Increase, then Company shall either (x) include the effect of such floor in determining the interest rate margin or (y) provide that the existing Revolving Loan Commitments shall have an interest rate floor which is not less than the interest rate floor applicable to the Incremental Revolving Loan Increase minus 0.50% (which 0.50% shall be reduced by the amount that the interest rate margin for the Incremental Revolving Loan Increase exceeds (after giving effect to this provision) the interest rate margin for the Revolving Loan Commitments);

(y)                            the outstanding Revolving Loans and Pro Rata Share of Swing Line Loans and Letters of Credit will be reallocated by Administrative Agent on the applicable Increased Amount Date among the Revolving Lenders (including the Incremental Lenders providing such Incremental Revolving Loan Increase) in accordance with their revised Pro Rata Share (and the Revolving Lenders (including the Incremental Lenders providing such Incremental Revolving Loan Increase) agree to make all payments and adjustments necessary to effect such reallocation and Company shall pay any and all costs required pursuant to subsection 2.6 in connection with such reallocation as if such reallocation were a repayment); and

(z)                              except as provided above, all other terms and conditions applicable to any Incremental Revolving Loan Increase to the extent not consistent with the terms and conditions applicable to the then existing Revolving Loan Commitments, shall be reasonably satisfactory to the Administrative Agent and Company;

(f)                            (1)                                  any Incremental Lender making any Incremental Term Loan shall be entitled to the same voting rights as the existing Lenders and each Incremental Term Loan shall receive proceeds of prepayments on the same basis as the Initial Term Loans (such prepayments to be shared pro rata on the basis of the original aggregate funded amount thereof among the Initial Term Loans and the Incremental Term Loans); and

(2)                             any Incremental Lender with an Incremental Revolving Loan Increase shall be entitled to the same voting rights as the existing Revolving Lenders and any Loans made in connection with each Incremental Revolving Loan Increase shall receive proceeds of prepayments on the same basis as the other Revolving Loans made hereunder;

(g)                            any Incremental Loan Commitment shall be effected pursuant to one or more Lender Joinder Agreements executed and delivered by Company, Administrative Agent and the applicable Incremental Lenders (which Lender Joinder Agreement 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 Administrative Agent and Company, to effect the provisions of this subsection 2.10);

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(h)                            Company shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such Incremental Loan Commitment) reasonably requested by Administrative Agent in connection with any such transaction;

(i)                            no more than four Incremental Loan Commitments shall be established during the term of this Agreement; and

(j)                            if so requested by any Incremental Lender by written notice to Company (with a copy to Administrative Agent) at least two Business Days prior to an applicable Increased Amount Date or at any time thereafter, Company shall execute and deliver to such Incremental Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Incremental Lender pursuant to subsection 10.1) on the applicable Increased Amount Date (or, if such notice is delivered after such Increased Amount Date, promptly after Company’s receipt of such notice) a promissory note or promissory notes to evidence such Incremental Lender’s Incremental Term Loan or Revolving Loans, substantially in the form of Exhibit IV or Exhibit V annexed hereto, respectively, with appropriate insertions.

B.                                     The Incremental Term Loans shall be deemed to be Term Loans; provided that each Incremental Term Loan shall be designated as a separate tranche of Term Loans for all purposes of this Agreement.

C.                                      (i)                                     On any Increased Amount Date on which any Incremental Term Loan Commitment becomes effective, subject to the foregoing terms and conditions, each Incremental Lender with a Incremental Term Loan Commitment shall make an Incremental Term Loan to Company in an amount equal to its Incremental Term Loan Commitment and shall become a Lender hereunder with respect to such Incremental Term Loan Commitment and the Incremental Term Loan made pursuant thereto.

(ii)                              On any Increased Amount Date on which any Incremental Revolving Loan Increase becomes effective, subject to the foregoing terms and conditions, each Incremental Lender with an Incremental Revolving Loan Commitment shall become a Revolving Lender hereunder with respect to such Incremental Revolving Loan Commitment.

D.                                       Upon any Incremental Revolving Loan Increase having the same terms, including pricing and maturity, as the Revolving Loan Commitments (excluding any differences in upfront fees), each Revolving Lender immediately prior to each such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Revolving Loan Increase (each an “Incremental Revolving Increase Lender”) in respect of such increase, and each such Incremental Revolving Increase Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the

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percentage of the aggregate outstanding participations hereunder in (i) Letters of Credit and (ii) Swing Line Loans held by each Revolving Lender (including each such Incremental Revolving Increase Lender) will equal the percentage of the aggregate Revolving Loan Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Loan Commitment and if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall, on or prior to the effectiveness of such Incremental Revolving Loan Increase, be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Loan Commitments as a result of such Incremental Revolving Loan Increase, such that Revolving Loans are held ratably in accordance with each Revolving Lender’s Pro Rata Share, after giving effect to such Incremental Revolving Loan Increase), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with subsection 2.6D.  Administrative Agent and Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

D.                                       Administrative Agent shall promptly notify each Lender as to the effectiveness of each Lender Joinder Agreement.

E.                                      This subsection shall supersede any provisions in subsection 2.4 (other than subsection 2.4B(ii)) or subsection 10.6 to the contrary but shall remain subject to the provisions of subsection 10.1F.

Section 2.11.                                            Defaulting Lenders.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

A.                                      Waivers and Amendments.  Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in subsection 10.6.

B.                                      Reallocation of Payments.  Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise, and including any amounts made available to Administrative Agent for the account of such Defaulting Lender pursuant to subsection 10.4), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender and/or the Swing Line Lender hereunder; third, if so determined by Administrative Agent or requested by the Issuing Lender and/or the Swing Line Lender, to be held as cash collateral for future funding obligations of such Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as Company may request (so long as no Potential Event of Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent; fifth, if so determined by Administrative Agent and Company, to be held in a non-interest bearing deposit account and released in order to

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satisfy obligations of such Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to Administrative Agent, the Lenders, the Issuing Lender or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by Administrative Agent, any Lender, the Issuing Lender or Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Potential Event of Default or Event of Default exists, to the payment of any amounts owing to Company as a result of any judgment of a court of competent jurisdiction obtained by Company against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (i) such payment is a payment of the principal amount of any Revolving Loans or funded participations in Swing Line Loans or Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share and (ii) such Revolving Loans or funded participations in Swing Line Loans or Letters of Credit were made at a time when the conditions set forth in subsection 4.2 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and funded participations in Swing Line Loans or Letters of Credit owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or funded participations in Swing Line Loans or Letters of Credit owed to, such Defaulting Lender.  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this subsection 2.11B shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

C.                                      Reallocation of Pro Rata Shares to Reduce Fronting Exposure.  During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to subsection 2.1A(iii) and subsection 3.1, the Pro Rata Share of each Non-Defaulting Lender shall be computed without giving effect to the Revolving Loan Commitment of such Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the time of any such reallocation, no Potential Event of Default or Event of Default exists and is continuing and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (A) the Revolving Loan Commitment of that non-Defaulting Lender minus (B) the aggregate outstanding principal amount of the Revolving Loans of that Lender.

D.                                       Cash Collateral for Letters of Credit.  During any period in which there is a Defaulting Lender, promptly on demand by Issuing Lender or Administrative Agent from time to time, Company shall deliver to Administrative Agent cash collateral in an amount sufficient to cover all Fronting Exposure with respect to Issuing Lender (after giving effect to subsection 2.11C) on terms reasonably satisfactory to Administrative Agent and Issuing Lender (and such cash collateral shall be in Dollars).  Any such cash collateral shall be deposited in a separate account with Administrative Agent, subject to the exclusive dominion and control of Administrative Agent, as collateral (solely for the benefit of Issuing Lender) for the payment and performance of each Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.  Moneys in such account shall be applied by Administrative Agent to reimburse Issuing Lender

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immediately for each Defaulting Lender’s Pro Rata Share of any drawing under any Letter of Credit which has not otherwise been reimbursed by Company or such Defaulting Lender.

E.                                      Prepayment of Swing Line Loans.  During any period in which there is a Defaulting Lender, promptly on demand by the Swing Line Lender or Administrative Agent from time to time, Company shall prepay Swing Line Loans in an amount of all Fronting Exposure with respect to the Swing Line Lender (after giving effect to subsection 2.11C).

F.                                     Certain Fees.  For any period during which such Lender is a Defaulting Lender, such Defaulting Lender (i) shall not be entitled to receive any commitment fee pursuant to subsection 2.3 (and Company shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender) and (ii) shall not be entitled to receive any letter of credit commissions pursuant to subsection 3.2 otherwise payable to the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided cash collateral or other credit support arrangements satisfactory to the Issuing Lender pursuant to subsection 2.11D, but instead, Company shall pay to the non-Defaulting Lenders the amount of such letter of credit commissions in accordance with the upward adjustments in their respective Pro Rata Share allocable to such Letter of Credit pursuant to subsection 2.11C, with the balance of such fee, if any, payable to the Issuing Lender for its own account.

G.                                        Defaulting Lender Cure.  If Company, Administrative Agent, the Swing Line Lender and Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Revolving Loans of the other Lenders or take such other actions as Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Share (without giving effect to subsection 2.11C), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Company while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

Section 2.12.                                            Refinancing Amendments.

A.                                      At any time following the Closing Date, Company may by written notice to Administrative Agent elect to request the establishment of:

(i)                            one or more refinancing term loan commitments (any such refinancing term loan commitment, an “Other Term Loan Commitment”) to make a refinancing term loan to be used solely for the purpose of refinancing all or any portion of the Term Loans

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then outstanding under this Agreement (any such refinancing term loan, an “Other Term Loan”); or

(ii)                              one or more refinancing revolving loan commitments (any such refinancing revolving loan commitment, an “Other Revolving Loan Commitment” and, together with the Other Term Loan Commitments, the “Other Loan Commitments”) to make refinancing revolving loans to be used solely for the purpose of refinancing all or any portion of the Revolving Loans (or unused Revolving Loan Commitments) under this Agreement (any such refinancing revolving loan, an “Other Revolving Loan” and, together with the Other Term Loans, the “Other Loans”).

Each such notice shall specify the date (each, a “Credit Agreement Refinancing Date”) on which Company proposes that any Other Loan Commitment shall be effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to Administrative Agent.  Company may invite any Lender, Additional Lender or any other Person eligible to be an Additional Lender to provide an Other Loan Commitment.  Any Lender or any Additional Lender offered or approached to provide all or a portion of an Other Loan Commitment may elect or decline, in its sole discretion, to provide such Other Loan Commitment.  Any Other Loan Commitment shall become effective as of such Credit Agreement Refinancing Date; provided that:

(a)                             each Other Loan Commitment (and the Other Loans made thereunder) shall constitute Obligations of Company and shall be secured and guaranteed with the other Obligations on a pari passu basis;

(b)                            each Other Loan Commitment (and the aggregate principal of Other Loans made thereunder) is in an original principal amount not greater than the aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused Revolving Loan Commitments, the amount thereof) plus an amount equal to the unpaid and accrued interest and premium thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount);

(c)                             (1) in the case of each Other Term Loan (the terms of which shall be set forth in the relevant Refinancing Amendment);

(w)                            such Other Term Loan will not have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Refinanced Debt or a maturity date earlier than the Term Loan Maturity Date (or, in the case of Refinanced Debt that is Incremental Term Loans or Other Term Loans, the maturity date thereof);

(x)                              such Other Term Loan and the Refinancing Amendment applicable thereto will not contain financial maintenance covenants that are more restrictive to the Loan Parties than the terms applicable to the Refinanced Debt, or covenants (other than financial maintenance covenants), events of default or other terms and

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conditions that, when taken as a whole, are materially more restrictive to the Loan Parties than the terms applicable to the Refinanced Debt (it being understood that (A) interest rates, fees, rate floors, redemption or prepayment premiums and restrictions on prepayment or redemption shall not be taken into account in determining whether terms are more restrictive or materially more restrictive to the Loan Parties and (B) the limitations on Indebtedness covenant contained therein may take into account permanent repayments of Indebtedness which have occurred after the Closing Date), except in each case for covenants or other provisions contained in such Refinancing Amendment that are applicable only after the Latest Maturity Date at the time such Other Term Loan is incurred;

(y)                            the interest rate margins, “floors”, prepayment premiums and pricing grid, if applicable, for such Other Term Loan (and whether such Other Term Loan shares ratably in prepayments with the Term Loans then outstanding or is allocated prepayments after such Term Loans are repaid) shall be determined by the applicable Additional Lenders and Company on the applicable Credit Agreement Refinancing Date; and