<SUBMISSION>
<ACCESSION-NUMBER>0001299933-05-002410
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20050513
<ITEMS>1.01
<FILING-DATE>20050513
<DATE-OF-FILING-DATE-CHANGE>20050513
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BOWNE & CO INC
<CIK>0000013610
<ASSIGNED-SIC>2750
<IRS-NUMBER>132618477
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-05842
<FILM-NUMBER>05829416
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>345 HUDSON ST
<CITY>NEW YORK
<STATE>NY
<ZIP>10014
<PHONE>2129245500
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_4817.htm
<DESCRIPTION>LIVE FILING
<TEXT>
<!-- CoverPageHeader start -->
<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
<HTML>
<HEAD>
<TITLE> Bowne & Co., Inc. (Form: 8-K) </TITLE>
</HEAD>
<BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">
<A NAME="DOCUMENT_TOP">&nbsp;</A>
<P>
<!-- CoverPageHeader end --><!-- CoverPageTitle START -->
<A NAME="DOCUMENT_TOP">&nbsp;</A>
<HR NOSHADE>
<P>
<P ALIGN="CENTER">
<FONT SIZE="4">
		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
</FONT>
<BR>
<FONT SIZE="2">
	WASHINGTON, D.C. 20549
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="5">
	FORM 8-K
</FONT>
<FONT SIZE="2">

</FONT>
</P>
<P ALIGN="CENTER">
<FONT SIZE="3">
	CURRENT REPORT
</FONT>
</P>
<P ALIGN="CENTER">
<FONT SIZE="2">
	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
</FONT>
</P>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="51%">
	&nbsp;
</TD>
<TD WIDTH="5%">
	&nbsp;
</TD>
<TD WIDTH="44%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Date of Report (Date of Earliest Event Reported):
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	May 13, 2005
</FONT>
</TD>
</TR>
</TABLE>
<BR>
</CENTER>
<!-- CoverPageTitle END --><!-- CoverPageRegistrant START -->
<P ALIGN="CENTER"><!-- -->
<FONT SIZE="6">
	Bowne & Co., Inc.
</FONT>
<FONT SIZE="2">
<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
</FONT>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="33%">
	&nbsp;
</TD>
<TD WIDTH="34%">
	&nbsp;
</TD>
<TD WIDTH="33%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Delaware
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	1-05842
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	13-2618477
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_____________________<BR>
	(State or other jurisdiction
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_____________<BR>
	(Commission
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
______________<BR>
	(I.R.S. Employer
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	of incorporation)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	File Number)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Identification No.)
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	345 Hudson Street, New York, New York
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	10014
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_________________________________<BR>
	(Address of principal executive offices)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
___________<BR>
	(Zip Code)
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">

<TR VALIGN="BOTTOM">
<TD WIDTH="51%">
	&nbsp;
</TD>
<TD WIDTH="5%">
	&nbsp;
</TD>
<TD WIDTH="44%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Registrant&#146;s telephone number, including area code:
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	212-924-5500
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<P ALIGN="CENTER">
<FONT SIZE="2">
	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="2">
	&nbsp;
</FONT>
<!-- CoverPageRegistrant END --><P><FONT SIZE="2">
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
</P>
<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
</P></FONT><!-- PageBreak START -->
<P>
<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END --><!-- Item START -->
<P ALIGN="LEFT">
<FONT SIZE="2">
<B>
	Item 1.01. Entry into a Material Definitive Agreement.
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
On May 11, 2005 Bowne & Co., Inc. (the "Company") entered into a five-year senior, unsecured revolving credit facility (the "Facility") with JP Morgan Chase Bank, N.A., as administrative agent, Fleet National Bank, a Bank of America company, as syndication agent, Citibank, N.A., as documentation agent, and other lenders in an aggregate principal amount of $150 million that expires in May 2010. The Facility replaces a $115 million 3-year, senior, unsecured revolving credit facility that was scheduled to expire in July 2005. Interest on borrowings under the Facility is payable at rates that are based on the London InterBank Offered Rate ("LIBOR") plus a premium that can range from 67.5 basis points to 137.5 basis points depending on the Company&#x2019;s ratio of Consolidated Total Indebtedness to Consolidated EBITDA for the period of four consecutive fiscal quarters of the Company ("Leverage Ratio"), as those terms are defined in the agreement. The Company also pays quarterly facility fees, regardless of borrowing activity under the Facility. The quarterly facility fees can range from 20 basis points to 37.5 basis points of the Facility amount, depending on the Company&#x2019;s Leverage Ratio. <br>
</FONT>
</P>
<!-- Item END -->
<BR><BR><BR><BR><P ALIGN="LEFT" STYLE="FONT-SIZE: 10PT"></P><!-- PageBreak START -->
<P>
<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END --><!-- SignatureHeader START -->
<P ALIGN="CENTER">
<FONT SIZE="2">
<B>
	SIGNATURES
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
</FONT>
</P>
<!-- SignatureHeader END --><!-- Signature START -->
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="19%">
	&nbsp;
</TD>
<TD WIDTH="34%">
	&nbsp;
</TD>
<TD WIDTH="3%">
	&nbsp;
</TD>
<TD WIDTH="1%">
	&nbsp;
</TD>
<TD WIDTH="43%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD COLSPAN="3" VALIGN="TOP" ALIGN="LEFT">
<FONT SIZE="2">
	Bowne & Co., Inc.
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
<I>
	May 13, 2005
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	By:
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Scott L. Spitzer
</I>
<BR>
</FONT>
</TD>
</TR>
<TR>
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<HR SIZE="1" NOSHADE>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Name: Scott L. Spitzer
</I>
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Title: Senior Vice President, General Counsel and Corporate Secretary
</I>
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<!-- Signature END --><!-- PageBreak START -->
<P>
<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END --><P ALIGN="CENTER">
<FONT SIZE="2">
	Exhibit&nbsp;Index
</FONT>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="60%">
<TR VALIGN="BOTTOM">
<TD WIDTH="8%">
	&nbsp;
</TD>
<TD WIDTH="15%">
	&nbsp;
</TD>
<TD WIDTH="77%">
	&nbsp;
</TD>
</TR>

<BR>
<TR VALIGN="BOTTOM">
<TD NOWRAP ALIGN="LEFT">
<FONT SIZE="1">
<B>
	Exhibit No.
</B>
</FONT>
</TD>
<TD>
<FONT SIZE="1">
	&nbsp;
</FONT>
</TD>
<TD NOWRAP ALIGN="LEFT">
<FONT SIZE="1">
<B>
	Description
</B>
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD NOWRAP ALIGN="CENTER">
<HR SIZE="1" NOSHADE>
</TD>
<TD>
<FONT SIZE="1">
	&nbsp;
</FONT>
</TD>
<TD NOWRAP ALIGN="CENTER">
<HR ALIGN="LEFT" SIZE="1" WIDTH="88%" NOSHADE>
</TD>
</TR>





<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	99.1
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Five-Year Credit Agreement dated as of May 11, 2005, among Bowne & Co., Inc., the Lenders Party Hereto, JP Morgan Chase Bank, N.A., as administrative Agent, Fleet National Bank, a Bank of America company, as syndication agent, Citibank, N.A., as documentation agent.
</FONT>
</TD>
</TR></TABLE></CENTER><!-- HTMLFooter START -->
</BODY>
</HTML>
<!-- HTMLFooter END -->
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>exhibit1.htm
<DESCRIPTION>EX-99.1
<TEXT>
<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
<HTML>
<HEAD>
<TITLE> EX-99.1 </TITLE>
</HEAD>
<BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">

<BODY style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 12pt">FIVE-YEAR CREDIT AGREEMENT<BR>
dated as of<BR>
May&nbsp;11, 2005,<BR>
among<BR>
BOWNE &#038; CO., INC.<BR>
The Borrowing Subsidiaries Party Hereto<BR>
The Lenders Party Hereto<BR>
and<BR>
JPMORGAN CHASE BANK, N.A.,<BR>
as Administrative Agent<BR></FONT>
<FONT style="font-size: 11pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></FONT><FONT style="font-size: 12pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
FLEET NATIONAL BANK,<BR>
A BANK OF AMERICA COMPANY,<BR>
as Sole Syndication Agent<BR>
CITIBANK, N.A.,<BR>
as Documentation Agent<BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
J.P. MORGAN SECURITIES INC.,<BR>
as Sole Bookrunner and Sole Lead Arranger</FONT></DIV></TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 3px double #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="right" style="font-size: 12pt"><FONT style="font-size: 10pt">&#091;CS&#038;M 6701-479&#093;</FONT>



<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->


<P align="center" style="font-size: 10pt"></FONT><FONT style="font-size: 12pt">TABLE OF CONTENTS</FONT>



<P align="right" style="font-size: 12pt">Page


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="25%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE I
Definitions
SECTION 1.01.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Defined Terms                                     <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 1.02.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Classification of Loans and Borrowings            <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 1.03.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Terms Generally                                   <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 1.04.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Accounting Terms; GAAP<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 1.05.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Exchange Rates                                    <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE II
The Credits
SECTION 2.01.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Commitments                                       <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 2.02.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Loans and Borrowings                              <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 2.03.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Requests for Borrowings                           <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 2.04.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Swingline Loans                                   <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 2.05.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Letters of Credit                                 <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 2.06.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Funding of Borrowings                             <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 2.07.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Interest Elections                                <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">32</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 12pt">SECTION 2.08. Termination and Reduction of Commitments; Increase of Commitments 34

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="26%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="32%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="32%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 2.09.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Repayment of Loans; Evidence of Debt                                   <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">36</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 2.10.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Prepayment of Loans                                                    <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 2.11.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Fees                                                                   <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 2.12.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Interest                                                               <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">39</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 2.13.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Alternate Rate of Interest                                             <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">39</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 2.14.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Increased Costs                                                        <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">40</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 2.15.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Break Funding Payments                                                 <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 2.16.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Taxes                                                                  <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">42</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 2.17.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Payments Generally; Pro Rata Treatment; Sharing of Set-offs            <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 2.18.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Mitigation Obligations; Replacement of Lenders                         <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">45</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 2.19.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Borrowing Subsidiaries                                                 <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 2.20.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Additional Reserve Costs                                               <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 2.21.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Redenomination of Certain Designated Foreign Currencies                <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">47</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE III</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="5" align="left">Representations and Warranties<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 3.01.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Organization; Powers                                                   <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">47</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 3.02.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Authorization; Enforceability                                          <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 3.03.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Litigation and Environmental Matters                                   <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 3.04.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Governmental Approvals; No Conflicts                                   <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 3.05.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Compliance with Laws and Agreements                                    <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 3.06.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Taxes                                                                  <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 3.07.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Margin Regulations                                                     <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 3.08.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Investment and Holding Company Status                                  <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 3.09.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Labor Matters                                                          <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 3.10.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Use of Proceeds                                                        <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 3.11.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">ERISA                                                                  <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 3.12.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Financial Condition; No Material Adverse Change                        <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 3.13.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Properties; Authorizations                                             <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 3.14.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Full Disclosure                                                        <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 3.15.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Senior Indebtedness; Pari Passu Ranking                                <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 3.16.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Subsidiaries; Bowne Global Solutions; Guarantee Requirement            <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 3.17.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Insurance                                                              <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE IV
Conditions
SECTION 4.01.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Effective Date                                                         <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 4.02.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Each Credit Event                                                      <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">52</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 4.03.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Initial Borrowing by each Borrowing Subsidiary                         <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">53</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE V</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Affirmative Covenants
SECTION 5.01.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Financial Statements and Other Information                             <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">54</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 5.02.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Notices of Material Events                                             <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">55</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 5.03.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Existence; Conduct of Business                                         <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">56</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 5.04.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Payment of Obligations                                                 <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">56</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 5.05.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Maintenance of Properties                                              <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">56</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 5.06.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Compliance with Laws                                                   <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">56</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 5.07.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Books and Records; Inspection and Audit Rights                         <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">56</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 5.08.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Insurance                                                              <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">57</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 5.09.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Use of Proceeds and Letters of Credit                                  <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">57</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 5.10.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Senior Debt Status; Pari Passu Ranking                                 <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">57</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 5.11.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Additional Subsidiaries                                                <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">57</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE VI</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Negative Covenants
SECTION 6.01.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Indebtedness; Certain Equity Securities                                <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">58</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 6.02.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Liens                                                                  <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">59</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 6.03.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Fundamental Changes                                                    <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 6.04.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Investments, Loans, Advances, Guarantees and Acquisitions              <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 6.05.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Asset Sales                                                            <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">62</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 6.06.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Hedging Agreements                                                     <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">63</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 6.07.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Restricted Payments; Certain Payments of Indebtedness                  <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">63</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 6.08.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Transactions with Affiliates                                           <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">64</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 6.09.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Restrictive Agreements                                                 <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">64</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 6.10.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Amendment of Material Documents                                        <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">65</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 6.11.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Interest Expense Coverage Ratio                                        <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">65</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 6.12.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Leverage Ratio                                                         <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">65</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 12pt">ARTICLE VII


<P align="left" style="font-size: 12pt">Events of Default
<BR>
ARTICLE VIII
<BR>
The Administrative Agent


<P align="left" style="font-size: 12pt">ARTICLE IX
<BR>
Guarantee

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="20%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE X
Miscellaneous
SECTION 10.01.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Notices                                                               <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">72</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 10.02.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Waivers; Amendments                                                   <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">73</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 10.03.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Expenses; Indemnity; Damage Waiver                                    <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">74</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 10.04.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Successors and Assigns                                                <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">75</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 10.05.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Survival                                                              <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">78</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 10.06.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Counterparts; Integration; Effectiveness                              <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">78</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 10.07.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Severability                                                          <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">79</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 10.08.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Right of Setoff                                                       <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">79</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 10.09.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Governing Law; Jurisdiction; Consent to Service of Process            <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">79</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 10.10.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">WAIVER OF JURY TRIAL                                                  <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">80</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 10.11.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Headings                                                              <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">80</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 10.12.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Confidentiality                                                       <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">80</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 10.13.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Patriot Act                                                           <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">81</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 10.14.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Releases of Guarantors                                                <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">81</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 10.15.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Interest Rate Limitation                                              <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">81</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 10.16.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Conversion of Currencies                                              <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">82</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 10.17.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Swap Agreements                                                       <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">82</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt; display: none">2
<!-- PAGEBREAK -->

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="65%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SCHEDULES:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Schedule&nbsp;2.01 &#151; Commitments
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">Schedule&nbsp;2.05 &#151; Existing Letters of Credit<BR></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">Schedule&nbsp;2.19 &#151; Borrowing Subsidiaries<BR></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Schedule&nbsp;3.16<BR>
Schedule&nbsp;3.17
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151; Subsidiaries<BR>
&#151; Insurance</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="57%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="38%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">Schedule&nbsp;6.01 &#151; Existing Indebtedness<BR></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Schedule&nbsp;6.02 &#151; Existing Liens<BR>
Schedule&nbsp;6.04
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
&#151; Existing Investments</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="14%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="81%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">Schedule&nbsp;6.09 &#151; Existing Restrictions<BR></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">EXHIBITS:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Exhibit&nbsp;A<BR>
Exhibit&nbsp;B-1<BR>
Exhibit&nbsp;B-2<BR>
Exhibit&nbsp;C<BR>
Exhibit&nbsp;D-1<BR>
Exhibit&nbsp;D-2<BR>
Exhibit&nbsp;E<BR>
Exhibit&nbsp;F
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151; Form of Assignment and Assumption<BR>
&#151; Form of Opinion of Scott L. Spitzer, Esq., General Counsel of the Company<BR>
&#151; Form of Opinion of Simpson Thacher &#038; Bartlett LLP<BR>
&#151; Form of Subsidiary Guarantee Agreement<BR>
&#151; Form of Borrowing Subsidiary Agreement<BR>
&#151; Form of Borrowing Subsidiary Termination<BR>
&#151; Reserve Costs<BR>
&#151; Form of Note</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">3
<!-- PAGEBREAK -->


<P align="left" style="font-size: 12pt">FIVE-YEAR CREDIT AGREEMENT dated as of May&nbsp;11, 2005, among BOWNE &#038; CO., INC., a
Delaware corporation; the BORROWING SUBSIDIARIES party hereto; the LENDERS party hereto; and
JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative Agent for such
lenders.


<P align="left" style="font-size: 12pt; text-indent: 8%">The Borrowers (such term and each other capitalized term used and not otherwise defined herein
having the meaning assigned to it in Article&nbsp;I) have requested the Lenders to extend credit to
enable them to (a)&nbsp;borrow on a revolving credit basis on and after the date hereof and at any time
and from time to time prior to the Maturity Date a principal amount not in excess of $150,000,000
at any time outstanding and (b)&nbsp;obtain Letters of Credit in an aggregate stated amount not in
excess of $25,000,000 at any time outstanding. The proceeds of such borrowings are to be used for
general corporate purposes of the Company and the Subsidiaries, including the refinancing of
indebtedness and the financing of working capital requirements. The Letters of Credit will be used
for general corporate purposes of the Company and the Subsidiaries. The Lenders are willing to
extend such credit to the Borrowers on the terms and subject to the conditions herein set forth.



<P align="left" style="margin-left:8%; font-size: 12pt">Accordingly, the parties hereto agree as follows:


<P align="center" style="font-size: 12pt">ARTICLE I



<P align="center" style="font-size: 12pt"><U>Definitions</U>



<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 1.01. <U>Defined Terms.</U> As used in this Agreement, the following terms have the
meanings specified below:


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>ABR</U>&#148;, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to
the Alternate Base Rate.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Adjusted LIBO Rate</U>&#148; means, with respect to any Eurocurrency Borrowing for any
Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%)
equal to (a)&nbsp;the LIBO Rate for such Interest Period multiplied by (b)&nbsp;the Statutory Reserve Rate.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Administrative Agent</U>&#148; means JPMCB, in its capacity as Administrative Agent for the
Lenders hereunder and under the Loan Documents.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Administrative Questionnaire</U>&#148; means an Administrative Questionnaire in a form
supplied by the Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Affiliate</U>&#148; means, with respect to a specified Person, another Person that directly,
or indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Agreement</U>&#148; means this Credit Agreement, as modified, amended or restated from time to
time.



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;<U>Agreement Currency</U>&#148; has the meaning assigned to such term in Section&nbsp;10.16(b).


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Alternate Base Rate</U>&#148; means, for any day, a rate per annum equal to the greater of (a)
the Prime Rate in effect on such day and (b)&nbsp;the Federal Funds Effective Rate in effect on such day
plus <FONT style="font-size: 75%">1/2</FONT> of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.<U> </U>



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;<U>Applicable Creditor</U>&#148; has the meaning assigned to such term in Section&nbsp;10.16(b).


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Applicable Percentage</U>&#148; means, with respect to any Lender, the percentage of the total
Commitments represented by such Lender&#146;s Commitment. If the Commitments have terminated or
expired, the Applicable Percentages shall be determined based upon the Commitments most recently in
effect, giving effect to any assignments.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Applicable Rate</U>&#148; means, for any day, with respect to any ABR Loan or Eurocurrency
Loan or with respect to the facility fees payable hereunder, as the case may be, the applicable
rate per annum set forth below under the caption &#147;ABR Spread&#148;, &#147;Eurocurrency Spread&#148; or &#147;Facility
Fee Rate&#148;, as the case may be, based upon the Leverage Ratio as of the most recent determination
date; <U>provided</U> that until the first date on which the consolidated financial statements
required to be delivered pursuant to Section&nbsp;5.01(a) or (b)&nbsp;are delivered to the Administrative
Agent, the &#147;Applicable Rate&#148; shall be the applicable rate per annum set forth below in Category 2:

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top">ABR
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top">Eurocurrency
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top">Facility Fee
</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 8pt">Leverage Ratio:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt">Spread</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt">Spread</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt">Rate</FONT>
</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 8pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 8pt">&nbsp;</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 8pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 8pt">Category 1</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
</TR>
<TR valign="bottom" style="font-size: 8pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 8pt">Less than or equal to 1.00 to 1.00</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><FONT style="font-size: 10pt">0.000</FONT></TD>
    <TD nowrap valign="top"><FONT style="font-size: 10pt">%</FONT></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><FONT style="font-size: 10pt">0.675</FONT></TD>
    <TD nowrap valign="top"><FONT style="font-size: 10pt">%</FONT></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><FONT style="font-size: 10pt">0.200</FONT></TD>
    <TD nowrap valign="top"><FONT style="font-size: 10pt">%</FONT></TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 10pt">&nbsp;</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 8pt">Category 2</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
</TR>
<TR valign="bottom" style="font-size: 8pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 8pt">Greater than 1.00 to 1.00 but<BR>
less than or equal to 1.50 to<BR>
1.00</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR>
<BR></FONT>
<FONT style="font-size: 10pt">0.000%</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 10pt"><BR>
<BR>
0.775%</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 10pt"><BR>
<BR>
0.225%</FONT>
</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 10pt">&nbsp;</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 8pt">Category 3</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
</TR>
<TR valign="bottom" style="font-size: 8pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 8pt">Greater than 1.50 to 1.00 but<BR>
less than or equal to 2.00 to<BR>
1.00</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR>
<BR></FONT>
<FONT style="font-size: 10pt">0.000%</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 10pt"><BR>
<BR>
1.000%</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 10pt"><BR>
<BR>
0.250%</FONT>
</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 10pt">&nbsp;</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 8pt">Category 4</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
</TR>
<TR valign="bottom" style="font-size: 8pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 8pt">Greater than 2.00 to 1.00 but<BR>
less than or equal to 2.50 to<BR>
1.00</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR>
<BR></FONT>
<FONT style="font-size: 10pt">0.200%</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 10pt"><BR>
<BR>
1.200%</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 10pt"><BR>
<BR>
0.300%</FONT>
</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 10pt">&nbsp;</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 8pt">Category 5</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 8pt"><BR></FONT>
</TD>
</TR>
<TR valign="bottom" style="font-size: 8pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 8pt">Greater than 2.50 to 1.00</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><FONT style="font-size: 10pt">0.375</FONT></TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><FONT style="font-size: 10pt">1.375</FONT></TD>
    <TD nowrap valign="top"><FONT style="font-size: 10pt">%</FONT></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><FONT style="font-size: 10pt">0.375</FONT></TD>
    <TD nowrap valign="top"><FONT style="font-size: 10pt">%</FONT></TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 3px double #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt; text-indent: 8%"><FONT style="font-size: 12pt">For purposes of the foregoing, (i)&nbsp;the Leverage Ratio shall be determined as of the end
of each fiscal quarter of the Company&#146;s fiscal year based upon the Company&#146;s consolidated financial
statements delivered pursuant to Section&nbsp;5.01(a) or (b)&nbsp;and (ii)&nbsp;each change in the Applicable Rate
resulting from a change in the Leverage Ratio shall be effective during the period commencing on
and including the date of delivery to the Administrative Agent of such consolidated financial
statements indicating such change and ending on the date immediately preceding the effective date
of the next such change; <U>provided</U> that the Leverage Ratio shall be deemed to be in Category
5 (A)&nbsp;at any time that an Event of Default has occurred and is continuing or (B)&nbsp;at the request of
the Required Lenders if the Company fails to deliver any consolidated financial statements required
to be delivered by it pursuant to Section&nbsp;5.01(a) or (b), during the period from the expiration of
the time for delivery thereof until such consolidated financial statements are delivered.</FONT>


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Assignment and Assumption</U>&#148; means an assignment and assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section&nbsp;10.04),
and accepted by the Administrative Agent, in the form of Exhibit&nbsp;A or any other form approved by
the Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Attributable Debt</U>&#148; means, with respect to any Sale-Leaseback Transaction, the present
value (discounted at the rate set forth or implicit in the terms of the lease included in such
Sale-Leaseback Transaction) of the total obligations of the lessee for rental payments (other than
amounts required to be paid on account of taxes, maintenance, repairs, insurance, assessments,
utilities, operating and labor costs and other items which do not constitute payments for property
rights) during the remaining term of the lease included in such Sale-Leaseback Transaction
(including any period for which such lease has been extended). In the case of any lease which is
terminable by the lessee upon the payment of a penalty, the Attributable Debt shall be the lesser
of the Attributable Debt determined assuming termination upon the first date such lease may be
terminated (in which case the Attributable Debt shall also include the amount of the penalty, but
no rent shall be considered as required to be paid under such lease subsequent to the first date
upon which it may be so terminated) or the Attributable Debt determined assuming no such
termination.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>&#147;</B><U>BGS</U><B>&#148; </B>means the assets and operations constituting the business segment known as Bowne
Global Solutions, as further described on Schedule&nbsp;3.16.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Board</U>&#148; means the Board of Governors of the Federal Reserve System of the United
States of America.



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;<U>Borrower</U>&#148; means the Company or any Borrowing Subsidiary.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Borrowing</U>&#148; means (a)&nbsp;Loans of the same Class, Type and currency, made, converted or
continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest
Period is in effect, or (b)&nbsp;a Swingline Loan.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Borrowing Minimum</U>&#148; means (a)&nbsp;in the case of a Borrowing denominated in US Dollars,
US$1,000,000 and (b)&nbsp;in the case of a Borrowing denominated in any Designated Foreign Currency, the
smallest amount of such Designated Foreign Currency that is a multiple of 1,000,000 units of such
currency that has a US Dollar Equivalent in excess of US$1,000,000.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Borrowing Multiple</U>&#148; means (a)&nbsp;in the case of a Borrowing denominated in US Dollars,
US$1,000,000 and (b)&nbsp;in the case of a Borrowing denominated in any Designated Foreign Currency,
1,000,000 units of such currency.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Borrowing Request</U>&#148; means a request by a Borrower for a Revolving Borrowing in
accordance with Section&nbsp;2.03.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Borrowing Subsidiary</U>&#148; means, at any time, each of the Subsidiaries that (a)&nbsp;is named
in Schedule&nbsp;2.19 or (b)&nbsp;has been designated as a Borrowing Subsidiary by the Company pursuant to
Section&nbsp;2.19, other than any such Subsidiary that has ceased to be a Borrowing Subsidiary as
provided in Section&nbsp;2.19.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Borrowing Subsidiary Agreement</U>&#148; means a Borrowing Subsidiary Agreement substantially
in the form of Exhibit&nbsp;D-1.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Borrowing Subsidiary Termination</U>&#148; means a Borrowing Subsidiary Termination
substantially in the form of Exhibit&nbsp;D-2.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Business Day</U>&#148; means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed;
<U>provided</U> that, (a)&nbsp;when used in connection with a Eurocurrency Loan, the term &#147;<I>Business
Day</I>&#148; shall also exclude any day on which banks are not open for dealings in deposits in the
applicable currency in the London interbank market, (b)&nbsp;when used in connection with a Loan
denominated in Euro, the term &#147;<I>Business Day</I>&#148; shall also exclude any day on which the TARGET payment
system is not open for the settlement of payments in Euro and (c)&nbsp;when used in connection with a
Loan denominated in Canadian Dollars, the term &#147;<I>Business Day</I>&#148; shall also exclude any day on which
banks are not open for dealings in deposits in Toronto.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Calculation Date</U>&#148; means (a)&nbsp;the last Business Day of each calendar month and (b)
solely with respect to any Designated Foreign Currency for a requested new Borrowing for which an
Exchange Rate was not established on the immediately preceding Calculation Date, the Business Day
immediately preceding the date on which such Borrowing is to be made.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Canadian Borrowing Subsidiary</U>&#148; means any Subsidiary that is incorporated or otherwise
organized under the laws of Canada or any political subdivision thereof that has been designated as
such pursuant to Section&nbsp;2.19 and that has not ceased to be a Canadian Borrowing Subsidiary as
provided in such Section.



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;<U>Canadian Dollars</U>&#148; or &#147;<U>C$</U>&#148; means the lawful money of Canada.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Canadian Lending Office</U>&#148; means the applicable branch, office or Affiliate of a Lender
designated by such Lender to make Loans in Canadian Dollars.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Capital Expenditures</U>&#148; means, for any period, without duplication, (a)&nbsp;the additions
to property, plant and equipment and other capital expenditures of the Company and its consolidated
Subsidiaries that are (or would be) set forth in a consolidated statement of cash flows of the
Company for such period prepared in accordance with GAAP and (b)&nbsp;Capital Lease Obligations or
Synthetic Lease Obligations incurred by the Company and its consolidated Subsidiaries during such
period, excluding all cash payments made on account of (i)&nbsp;expenses incurred in 2005 or 2006 of not
more than $20,000,000 in the aggregate with respect to the relocation of the Company&#146;s corporate
headquarters (including the build out of the new location) and (ii)&nbsp;the exercise by the Company in
2007 of the option to purchase the printing equipment that is the subject of the Specified Capital
Lease for total consideration of not more than $7,000,000.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Capital Lease Obligations</U>&#148; of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof determined in accordance with GAAP.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Change in Control</U>&#148; means (a)&nbsp;the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the
date hereof), of Equity Interests representing more than 50% of either the aggregate ordinary
voting power or the aggregate equity value represented by the issued and outstanding Equity
Interests of the Company; (b)&nbsp;occupation of a majority of the seats (other than vacant seats) on
the board of directors of the Company by Persons who were not (i)&nbsp;directors of the Company on the
date of this Agreement, (ii)&nbsp;nominated by a majority of the board of directors of the Company or
(iii)&nbsp;appointed by directors referred to in the preceding clauses (i)&nbsp;and (ii); or (c)&nbsp;the
occurrence of a &#147;change of control&#148; (or other similar event or condition however denoted) under any
Material Indebtedness.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Change in Law</U>&#148; means (a)&nbsp;the adoption of any law, rule or regulation after the date
of this Agreement, (b)&nbsp;any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender or the Issuing Bank (or, for purposes of Section&nbsp;2.15(b), by any lending
office of such Lender or by such Lender&#146;s or the Issuing Bank&#146;s holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the date of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Class</U>&#148;, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans.



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;<U>Code</U>&#148; means the Internal Revenue Code of 1986, as amended from time to time.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Commitment</U>&#148; means, with respect to each Lender, the commitment of such Lender to make
Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder,
expressed as an amount representing the maximum aggregate permitted amount of such Lender&#146;s
Revolving Exposure hereunder, as such commitment may be (a)&nbsp;reduced from time to time pursuant to
Section&nbsp;2.08 and (b)&nbsp;reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section&nbsp;10.04. The initial amount of each Lender&#146;s Commitment is set forth on
Schedule&nbsp;2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed
its Commitment, as applicable. The initial aggregate amount of the Lenders&#146; Commitments is
$150,000,000.



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;<U>Company</U>&#148; means Bowne &#038; Co., Inc., a Delaware corporation.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Consolidated EBITDA</U>&#148; means, for any period, Consolidated Net Income for such period
plus (a)&nbsp;without duplication and to the extent deducted in determining such Consolidated Net
Income, the sum of (i)&nbsp;Consolidated Interest Expense for such period, (ii)&nbsp;consolidated income tax
expense for such period (including, without duplication, foreign withholding taxes and any state
single business unitary or other similar taxes), (iii)&nbsp;all amounts attributable to depreciation and
amortization for such period, (iv)&nbsp;any non-cash charges or losses (other than the write-down of
current assets) for such period and (v)&nbsp;non-recurring cash expenses and charges incurred as a
result of or in connection with restructuring charges of the Company and its Subsidiaries (A)&nbsp;for
the fiscal year ended December&nbsp;31, 2003, in an aggregate amount not in excess of $9,000,000, (B)
for the fiscal year ended December&nbsp;31, 2004, in an aggregate amount not in excess of $15,000,000
and (C)&nbsp;for the fiscal years ended December&nbsp;31, 2005 and December&nbsp;31, 2006, in each case in an
aggregate amount not in excess of $10,000,000, and minus (b)&nbsp;without duplication and to the extent
included in determining such Consolidated Net Income, all cash payments made during such period in
respect of items for which non-cash charges were established or taken or non-cash losses were
recognized during previous periods and added back pursuant to clause (a)(iv) above, all determined
on a consolidated basis in accordance with GAAP. Notwithstanding the foregoing, if during any
period for which Consolidated EBITDA is being determined, the Company or any of its Subsidiaries
shall have consummated any Permitted Acquisition or any sale, transfer, lease or other disposition
of assets (including any Equity Interest) that is permitted under Section&nbsp;6.05(c), (d)&nbsp;or (e),
then, for all purposes of this Agreement, Consolidated EBITDA shall be determined on a pro forma
basis as if such Permitted Acquisition or such sale, transfer, lease or other disposition had been
made or consummated on the first day of such period.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Consolidated Interest Expense</U>&#148; means, for any period, the sum of (a)&nbsp;the interest
expense of the Company and the Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP, plus (b)&nbsp;any interest accrued during such period in respect of Indebtedness
of the Company or any Subsidiary that is required to be capitalized rather than included in
consolidated interest expense for such period in accordance with GAAP (in the case of clauses (a)
and (b), including actual or imputed interest expense in respect of Capital Lease Obligations and
Attributable Debt). For purposes of the foregoing, interest expense shall be determined after
giving effect to any net payments made or received by the Company or any Subsidiary with respect to
interest rate Hedging Agreements. In the case of a Sale-Leaseback Transaction that does not result
in a capital lease, the portion of rentals attributable to interest will be determined as though
the lease were capitalized. For the four consecutive fiscal quarters immediately following the
Closing Date, the Consolidated Interest Expense will be calculated on a pro forma basis to exclude
the historical interest expense and not more than $8,515,000 of make-whole premium in respect of
the $60,000,000 7.79% Private Placement Notes, which have been redeemed.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Consolidated Net Income</U>&#148; means, for any period, the net income or loss of the Company
and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP;
<U>provided</U> that there shall be excluded (a)&nbsp;the income of any Person (other than the Company)
in which any other Person (other than the Company or any Subsidiary or any director holding
qualifying shares in compliance with applicable law) owns an Equity Interest, except to the extent
of the amount of dividends or other distributions actually paid to the Company or any of the
Subsidiaries during such period, and (b)&nbsp;the income or loss of any Person accrued prior to the date
it becomes a Subsidiary or is merged into or consolidated with the Company or any Subsidiary or the
date that such Person&#146;s assets are acquired by the Company or any Subsidiary.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Consolidated Total Assets</U>&#148; means the total assets of the Company and its Subsidiaries
determined in accordance with GAAP.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Consolidated Total Indebtedness</U>&#148; means, as of any date, the aggregate principal
amount of Indebtedness of the Company and the Subsidiaries as of such date, determined on a
consolidated basis in accordance with GAAP.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Control</U>&#148; means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. &#147;<U>Controlling</U>&#148; and &#147;<U>Controlled</U>&#148;
have meanings correlative thereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Convertible Notes</U>&#148; means the 5% Convertible Subordinated Debentures due October&nbsp;1,
2033, issued by the Company.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Default</U>&#148; means any event or condition which constitutes an Event of Default or which
upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#148;<U>Designated Foreign Currency</U>&#148; means (a)&nbsp;Sterling, Euro and Canadian Dollars and (b)
any other currency requested by the Company in a notice to the Administrative Agent and agreed upon
by all the Lenders that is freely transferable and convertible into US Dollars in the London market
and for which LIBO Rates can be determined by reference to the Telerate screen as provided in the
definition of &#147;LIBO Rate&#148;.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Domestic Subsidiary</U>&#148; means a Subsidiary of the Company that is not a Foreign
Subsidiary.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Effective Date</U>&#148; means the date on which the conditions specified in Section&nbsp;4.01 are
satisfied (or waived in accordance with Section&nbsp;10.02).


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>EMU Legislation</U>&#148; means the legislative measures of the European Union for the
introduction of, changeover to or operation of the Euro in one or more member states.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Environmental Laws</U>&#148; means all applicable federal, state, and local laws (including
common law), regulations, rules, ordinances, codes, decrees, judgments, directives, orders
(including consent orders) issued by, and binding agreements with, any Governmental Authority in
each case, relating to pollution or protection of the environment, natural resources, human health
and safety, or the presence, Release of, or exposure to, Hazardous Materials, or the generation,
manufacture, processing, distribution, use, treatment, storage, transport, recycling or handling
of, or the arrangement for such activities with respect to, Hazardous Materials.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Environmental Liability</U>&#148; means any liability, claim, action, suit, agreement,
judgment or order arising under or relating to any Environmental Law for any damages, injunctive
relief, losses, fines, penalties, fees, expenses (including reasonable fees and expenses of
attorneys and consultants) or costs, whether contingent or otherwise, including those arising from
or relating to: (a)&nbsp;compliance or non-compliance with any Environmental Law or permit, license or
approval issued thereunder, (b)&nbsp;the generation, use, handling, transportation, storage, treatment
or disposal of any Hazardous Materials, (c)&nbsp;exposure to any Hazardous Materials, (d)&nbsp;the presence
or Release of any Hazardous Materials or (e)&nbsp;any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Equity Interests</U>&#148; means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity ownership
interests in a Person, and any warrants, options or other rights entitling the holder thereof to
purchase or acquire any such equity interest.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>ERISA</U>&#148; means the Employee Retirement Income Security Act of 1974, as amended from
time to time.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>ERISA Affiliate</U>&#148; means any trade or business (whether or not incorporated) that,
together with the Company, is treated as a single employer under Section 414(b) or (c)&nbsp;of the Code
or, solely for purposes of Section&nbsp;302 of ERISA and Section&nbsp;412 of the Code, is treated as a single
employer under Section&nbsp;414 of the Code.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>ERISA Event</U>&#148; means (a)&nbsp;any &#147;reportable event&#148;, as defined in Section&nbsp;4043 of ERISA or
the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day
notice period is waived); (b)&nbsp;the existence with respect to any Plan of an &#147;accumulated funding
deficiency&#148; (as defined in Section&nbsp;412 of the Code or Section&nbsp;302 of ERISA), whether or not waived;
(c)&nbsp;the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application
for a waiver of the minimum funding standard with respect to any Plan; (d)&nbsp;the incurrence by the
Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e)&nbsp;the receipt by the Company or any ERISA Affiliate from the PBGC or a
plan administrator of any notice relating to an intention to terminate any Plan or Plans or to
appoint a trustee to administer any Plan; (f)&nbsp;the incurrence by the Company or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g)&nbsp;the receipt by the Company or any ERISA Affiliate of any notice, or the
receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any notice, concerning
the imposition of Withdrawal Liability (or that could reasonably be expected to result in
Withdrawal Liability) or a determination that a Multiemployer Plan is, or is expected to be,
insolvent or in reorganization, within the meaning of Title IV of ERISA.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Euro</U>&#148; or &#147;<U><FONT face="'Times New Roman',times,serif">&#128;</FONT></U>&#148; means the single currency of the European Union as constituted
by the Treaty on European Union and as referred to in the EMU Legislation.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Euro Borrowing Subsidiary</U>&#148; means any Subsidiary that is incorporated or otherwise
organized under the laws of any member state of the European Union or any political subdivision
thereof that has been designated as such pursuant to Section&nbsp;2.21 and that has not ceased to be a
Euro Borrowing Subsidiary as provided in such Section.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Euro Lending Office</U>&#148; means the applicable branch, office or Affiliate of a Lender
designated by such Lender to make Loans in Euro.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Eurocurrency</U>&#148;, when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate.



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;<U>Event of Default</U>&#148; has the meaning assigned to such term in Article&nbsp;VII.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Exchange Rate</U>&#148; means on any day, for purposes of determining the US Dollar Equivalent
of any other currency, the rate at which such other currency may be exchanged into US Dollars, as
set forth at approximately 11:00&nbsp;a.m., London time, on such day on the Reuters World Currency Page
for such currency. In the event that such rate does not appear on any Reuters World Currency Page,
the Exchange Rate shall be determined by reference to such other publicly available service for
displaying exchange rates as may be agreed upon by the Administrative Agent and the Company, or, in
the absence of such an agreement, such Exchange Rate shall instead be the arithmetic average of the
spot rates of exchange of the Administrative Agent in the market where its foreign currency
exchange operations in respect of such currency are then being conducted, at or about 10:00&nbsp;a.m.,
New York City time, on such date for the purchase of US Dollars for delivery two Business Days
later; <U>provided</U> that if at the time of any such determination, for any reason, no such spot
rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate
to determine such rate, and such determination shall be conclusive absent manifest error.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Excluded Taxes</U>&#148; means, with respect to any Lender or the Issuing Bank, (a)&nbsp;income or
franchise taxes imposed on (or measured by) its net income by the United States of America (or any
political subdivision thereof), or by the jurisdiction under which such recipient is organized or
in which its principal office or any lending office from which it makes Loans or issues Letters of
Credit hereunder is located, (b)&nbsp;any branch profit taxes imposed by the United States of America
or any similar tax imposed by any other jurisdiction described in clause (a)&nbsp;above, (c)&nbsp;any
withholding tax that is imposed by the United States of America on payments by a Borrower organized
in such jurisdiction from an office within such jurisdiction to the extent such tax is in effect
and would apply as of the date such Lender becomes a party to this Agreement or relates to payments
received by a new lending office designated by such Lender and is in effect and would apply at the
time such lending office is designated, except to the extent that (i)&nbsp;such Lender (or its assignor,
if any) was entitled, at the time of designation of a new lending office (or assignment), to
receive additional amounts from the applicable Borrower with respect to such withholding tax
pursuant to Section&nbsp;2.17 or (ii)&nbsp;such withholding tax shall have resulted from the making of any
payment to a location other than the office designated by the Administrative Agent or such Lender
for the receipt of payments of the applicable type from the applicable Borrower, or (d)&nbsp;any
withholding tax that is attributable to such Lender&#146;s failure to comply with Section&nbsp;2.16(e).


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Existing Credit Agreement</U>&#148; means the $175,000,000 Three-Year Revolving Credit
Facility dated as of July&nbsp;2, 2002, as amended, among the Company, the subsidiary borrowers party
thereto, the lenders party thereto and Fleet National Bank, as agent.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Existing Letters of Credit</U>&#148; means each letter of credit previously issued for the
account of the Company pursuant to the Existing Credit Agreement that (a)&nbsp;is outstanding on the
Effective Date and (b)&nbsp;listed on Schedule&nbsp;2.05, but shall not include any renewal or extension of
any Existing Letter of Credit other than an Existing Letter of Credit issued by JPMorgan Chase
Bank, N.A. or an Affiliate thereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Federal Funds Effective Rate</U>&#148; means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Financial Officer</U>&#148; means the chief financial officer, principal accounting officer,
treasurer or controller of the Company.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Foreign Lender</U>&#148; means any Lender that is organized under the laws of a jurisdiction
other than the United States of America or any State thereof or the District of Columbia.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Foreign Subsidiary</U>&#148; means any Subsidiary that is organized under the laws of a
jurisdiction other than the United States of America or any State thereof or the District of
Columbia and that is not treated as a United States subsidiary of the Company for US Federal income
tax purposes.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>GAAP</U>&#148; means generally accepted accounting principles in the United States of America
or, when reference is made to another jurisdiction, generally accepted accounting principles in
effect from time to time in such jurisdiction.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Governmental Authority</U>&#148; means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Guarantee</U>&#148; of or by any Person (the &#147;<U>guarantor</U>&#148;) means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other Person (the &#147;<U>primary
obligor</U>&#148;) in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a)&nbsp;to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b)&nbsp;to purchase or lease property,
securities or services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c)&nbsp;to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d)&nbsp;as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness or obligation;
<U>provided</U>, that the term Guarantee shall not include endorsements for collection or deposit
in the ordinary course of business.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Guarantee Agreement</U>&#148; means the Subsidiary Guarantee Agreement among the Subsidiary
Loan Parties and the Administrative Agent, substantially in the form of Exhibit&nbsp;C.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Guarantee Requirement</U><I>&#148; </I>means, at any time, the requirement that the Administrative
Agent shall have received from each Subsidiary Loan Party either (i)&nbsp;a counterpart of the Guarantee
Agreement, duly executed and delivered on behalf of such Subsidiary Loan Party, or (ii)&nbsp;in the case
of any Person that becomes a Subsidiary Loan Party after the Effective Date, a supplement to the
Guarantee Agreement in the form specified therein, duly executed and delivered on behalf of such
Subsidiary Loan Party.



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;<U>Guarantor</U>&#148; means each Subsidiary required to enter into the Guarantee Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Hazardous Materials</U>&#148; means any chemical, material, substance or waste that is
prohibited, limited or regulated by or pursuant to any applicable Environmental Law, including,
without limitation, any petroleum products or byproducts and all other hydrocarbons, coal ash,
radon gas, asbestos-containing materials, urea formaldehyde foam insulation, polychlorinated
biphenyls, chlorofluorocarbons and all other ozone-depleting substances, or mold.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Hedging Agreement</U>&#148; means any interest rate protection agreement, foreign currency
exchange agreement, currency swap agreement, commodity price protection agreement or other interest
or currency exchange rate or commodity price hedging arrangement.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Indebtedness</U>&#148; of any Person means, without duplication, (a)&nbsp;all obligations of such
Person for borrowed money, (b)&nbsp;all obligations of such Person evidenced by bonds, debentures, notes
or similar instruments, (c)&nbsp;all obligations of such Person upon which interest charges are
customarily paid, (d)&nbsp;all obligations of such Person under conditional sale or other title
retention agreements relating to property acquired by such Person, (e)&nbsp;all obligations of such
Person in respect of the deferred purchase price of property or services (excluding accounts
payable incurred in the ordinary course of business), (f)&nbsp;all Indebtedness of others secured by (or
for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on property owned or acquired by such Person (with the amount of such
Indebtedness being limited to the value of such property provided that such Indebtedness is without
recourse to the Company or any Subsidiary), whether or not the Indebtedness secured thereby has
been assumed, (g)&nbsp;all Guarantees by such Person of Indebtedness of others, (h)&nbsp;all Capital Lease
Obligations and Attributable Debt of such Person, (i)&nbsp;all obligations, contingent or otherwise, of
such Person as an account party in respect of letters of credit and letters of guaranty, (j)&nbsp;all
obligations, contingent or otherwise, of such Person in respect of bankers&#146; acceptances and (k)&nbsp;all
obligations of such Person incurred under or in connection with a Securitization. The Indebtedness
of any Person shall include the Indebtedness of any other entity (including any partnership in
which such Person is a general partner) to the extent such Person is liable therefor as a result of
such Person&#146;s ownership interest in or other relationship with such entity, except to the extent
the terms of such Indebtedness provide that such Person is not liable therefor.



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;<U>Indemnified Taxes</U>&#148; means Taxes other than Excluded Taxes.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Information Memorandum</U>&#148; means the Confidential Information Memorandum dated March&nbsp;1,
2005, relating to the Company and the Transactions.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Interest Election Request</U>&#148; means a request by a Borrower to convert or continue a
Revolving Borrowing in accordance with Section&nbsp;2.07.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Interest Payment Date</U>&#148; means (a)&nbsp;with respect to any ABR Loan (other than a Swingline
Loan), the last day of each March, June, September and December, (b)&nbsp;with respect to any
Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such
Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than
three months&#146; duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months&#146; duration after the first day of such Interest Period, and (c)&nbsp;with
respect to any Swingline Loan, the day that such Loan is required to be repaid.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Interest Period</U>&#148; means, with respect to any Eurocurrency Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months thereafter (or nine or twelve months
thereafter if, at the time of the relevant Borrowing, all Lenders participating therein agree to
make an interest period of such duration available), as the applicable Borrower may elect;
<U>provided</U>, that (a)&nbsp;if any Interest Period would end on a day other than a Business Day,
such Interest Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case such Interest Period
shall end on the next preceding Business Day and (b)&nbsp;any Interest Period that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically corresponding day
in the last calendar month of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially
shall be the date on which such Borrowing is made and thereafter shall be the effective date of the
most recent conversion or continuation of such Borrowing.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Issuing Bank</U>&#148; means JPMorgan Chase Bank, N.A., in its capacity as the issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in Section&nbsp;2.05(i)
and, in respect of the Existing Letters of Credit only, the issuers of such Existing Letters of
Credit, as set forth in Schedule&nbsp;2.05. The Issuing Bank may, in its discretion, arrange for one or
more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term
&#147;Issuing Bank&#148; shall include any such Affiliate with respect to Letters of Credit issued by such
Affiliate.



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;<U>JPMCB</U>&#148; means JPMorgan Chase Bank, N.A. and its successors.



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;<U>Judgment Currency</U>&#148; has the meaning assigned to such term in Section&nbsp;10.16(b).


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>LC Disbursement</U>&#148; means a payment made by the Issuing Bank pursuant to a Letter of
Credit.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>LC Exposure</U>&#148; means, at any time, the sum of (a)&nbsp;the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b)&nbsp;the aggregate amount of all LC Disbursements
that have not yet been reimbursed by or on behalf of the Company at such time. The LC Exposure of
any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Lenders</U>&#148; means the Persons listed on Schedule&nbsp;2.01 and any other Person that shall
have become a party hereto pursuant to an Assignment and Assumption, other than any such Person
that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context
otherwise requires, the term &#147;Lenders&#148; includes the Swingline Lender.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Letter of Credit</U>&#148; means any letter of credit issued pursuant to this Agreement and
each Existing Letter of Credit.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Leverage Ratio</U>&#148; means, on any date, the ratio of (a)&nbsp;Consolidated Total Indebtedness
as of such date to (b)&nbsp;Consolidated EBITDA for the period of four consecutive fiscal quarters of
the Company ended on such date (or, if such date is not the last day of a fiscal quarter, ended on
the last day of the fiscal quarter of the Company most recently ended prior to such date).


<P align="left" style="font-size: 12pt; text-indent: 8%">&#148;<U>LIBO Rate</U>&#148; means, with respect to any Eurocurrency Borrowing for any Interest Period,
the rate per annum determined by the Administrative Agent at approximately 11:00&nbsp;a.m., London time,
on the Quotation Day for such Interest Period by reference to the British Bankers&#146; Association
Interest Settlement Rates for deposits in the currency of such Borrowing (as reflected on the
applicable Telerate screen), for a period equal to such Interest Period; <U>provided</U> that, to
the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this
definition, the &#147;LIBO Rate&#148; shall be the average (rounded upward, if necessary, to the next 1/100
of 1%) of the respective interest rates per annum at which deposits in the currency of such
Borrowing are offered for such Interest Period to major banks in the London interbank market by
JPMCB at approximately 11:00&nbsp;a.m., London time, on the Quotation Day for such Interest Period.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Lien</U>&#148; means, with respect to any asset, (a)&nbsp;any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b)&nbsp;the
interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of
the foregoing) relating to such asset and (c)&nbsp;in the case of securities, any purchase option, call
or similar right of a third party with respect to such securities.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Loan Documents</U>&#148; means this Agreement, the Guarantee Agreement, each Borrowing
Subsidiary Agreement, each Borrowing Subsidiary Termination and each promissory note delivered
pursuant to this Agreement, as such documents may be amended, modified, supplemented or restated
from time to time.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Loan Parties</U>&#148; means the Company, the Borrowing Subsidiaries and the other Subsidiary
Loan Parties.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Loans</U>&#148; means the loans made by the Lenders to the Borrowers pursuant to this
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Long-Term Indebtedness</U>&#148; means any Indebtedness that, in accordance with GAAP,
constitutes (or, when incurred, constituted) a long-term liability.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Margin Stock</U>&#148; shall have the meaning assigned to such term in Regulation&nbsp;U of the
Board.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Material Adverse Effect</U>&#148; means (a)&nbsp;any condition or change that has affected or would
reasonably be expected to affect materially and adversely the business, assets, operations or
condition (financial or otherwise) of the Company and the Subsidiaries taken as a whole, (b)&nbsp;a
material adverse effect on the ability of the Loan Parties, taken as a whole, to perform their
respective obligations under the Loan Documents or (c)&nbsp;a material adverse effect on the rights of
or benefits available to the Administrative Agent, the Lenders or the Issuing Bank, taken as a
whole, under the Loan Documents.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Material Indebtedness</U>&#148; means Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of one or more Hedging Agreements, of any one or more of the
Company and its Subsidiaries in an aggregate principal amount exceeding $10,000,000. For purposes
of determining Material Indebtedness, the &#147;principal amount&#148; of the obligations of the Company or
any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate
amount (giving effect to any netting agreements) that the Company or such Subsidiary would be
required to pay if such Hedging Agreement were terminated at such time.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Maturity Date</U>&#148; means May&nbsp;11, 2010, or, if such day is not a Business Day, the next
preceding Business Day.



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;<U>Moody&#146;s</U>&#148; means Moody&#146;s Investors Service, Inc.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Multiemployer Plan</U>&#148; means a multiemployer plan as defined in Section&nbsp;4001(a)(3) of
ERISA.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Obligations</U>&#148; means (a)(i) the principal of and premium, if any, and interest
(including interest accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the
Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise, (ii)&nbsp;each payment required to be made under this Agreement by any Borrower
in respect of any Letter of Credit, when and as due, including payments in respect of
reimbursements of LC Disbursements and interest thereon and obligations to provide cash collateral
and (iii)&nbsp;all other monetary obligations, including fees, costs, expenses and indemnities, whether
primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred
during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding), of the Company or any other
Borrower under this Agreement or any other Loan Document and (b)&nbsp;the due and punctual payment and
performance of all obligations of the Company and the Subsidiaries under each Hedging Agreement or
cash management arrangement or agreement (i)&nbsp;existing on the date hereof and with a Person that is
a Lender (or an Affiliate of a Lender) on the date hereof or (ii)&nbsp;with a Person that shall have
been a Lender (or an Affiliate of a Lender) at the time such Hedging Agreement or cash management
arrangement or agreement was entered into; <U>provided</U> that for purposes of the final
paragraphs of Article&nbsp;VII, &#147;<I>Obligations</I>&#148; shall include only the obligations described in clause
(a)(i) and (ii)&nbsp;above.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Other Taxes</U>&#148; means any and all present or future recording, stamp, documentary,
excise, transfer, sales, property or similar taxes, charges or levies arising from any payment made
under any Loan Document or from the execution, delivery or enforcement of, or otherwise with
respect to, any Loan Document.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Patriot Act</U>&#148; means the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No.&nbsp;107-56
(signed into law October&nbsp;26, 2001)).


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>PBGC</U>&#148; means the Pension Benefit Guaranty Corporation referred to and defined in ERISA
and any successor entity performing similar functions.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Permitted Acquisition</U>&#148; means any non-hostile acquisition by the Company or any wholly
owned Subsidiary of (a)&nbsp;all or substantially all the assets of, or all the Equity Interests (other
than directors&#146; qualifying shares) in, a Person or division or line of business of a Person
(including any such acquisition effected by a merger of a Person into the Company or a Subsidiary
in which the Company or a wholly owned Subsidiary is the surviving Person) or (b)&nbsp;less than all of
the Equity Interests in a Person that becomes a Guarantor hereunder immediately upon such
acquisition, in each case if, immediately after giving effect thereto, (i)&nbsp;no Default (including
pursuant to Section&nbsp;6.03(b)) has occurred and is continuing or would result therefrom, (ii)&nbsp;all
actions required to be taken with respect to such acquired or newly formed Subsidiary under Section
5.11 shall have been taken within 30&nbsp;days of such acquisition, (iii)&nbsp;the Company and the
Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such acquisition
(without giving effect to operating expense reductions other than cost savings permitted to be
included in pro forma financial statements prepared in accordance with Regulation&nbsp;S-X), with the
covenants contained in Sections&nbsp;6.11 and 6.12 recomputed as at the last day of the most recently
ended fiscal quarter of the Company for which financial statements are available, as if such
acquisition had occurred on the first day of each relevant period for testing such compliance, and
(iv)&nbsp;the Company shall have delivered to the Administrative Agent an officer&#146;s certificate to the
effect set forth in clauses (i), (ii), (iii)&nbsp;and (iv)&nbsp;above, together with all relevant financial
information for the Person or assets to be acquired and reasonably detailed calculations
demonstrating satisfaction of the requirement set forth in clause (iii)&nbsp;above.



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;<U>Permitted Encumbrances</U>&#148; means:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a)&nbsp;Liens imposed by law for taxes that are not yet due or are being contested in
compliance with Section&nbsp;5.04;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b)&nbsp;carriers&#146;, warehousemen&#146;s, mechanics&#146;, materialmen&#146;s, repairmen&#146;s and other like
Liens imposed by law, arising in the ordinary course of business and securing obligations
that are not overdue by more than 60&nbsp;days or are being contested in compliance with Section
5.04;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(c)&nbsp;pledges and deposits made in the ordinary course of business in compliance with
workers&#146; compensation, unemployment insurance and other social security laws or
regulations;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(d)&nbsp;deposits to secure the performance of bids, trade contracts, leases (other than
Capital Lease Obligations, Synthetic Lease Obligations or a lease entered into as part of a
Sale-Leaseback Transaction), statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature, in each case in the ordinary course of
business;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(e)&nbsp;judgment liens in respect of judgments that do not constitute an Event of Default
under clause (k)&nbsp;of Article&nbsp;VII; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(f)&nbsp;easements, zoning restrictions, rights-of-way and similar encumbrances on real
property imposed by law or arising in the ordinary course of business that do not secure
any monetary obligations and do not materially detract from the value of the affected
property or interfere with the ordinary conduct of business of the Company or any
Subsidiary;


<P align="left" style="font-size: 12pt"><U>provided</U> that the term &#147;Permitted Encumbrances&#148; shall not include any Lien securing
Indebtedness.



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;<U>Permitted Investments</U>&#148; means:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a)&nbsp;direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency thereof to
the extent such obligations are backed by the full faith and credit of the United States of
America), in each case maturing within one year from the date of acquisition thereof;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b)&nbsp;investments in commercial paper maturing within 270&nbsp;days from the date of
acquisition thereof or auction rate notes, in each case having, at such date of
acquisition, the highest credit rating obtainable from S&#038;P or from Moody&#146;s;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(c)&nbsp;investments in certificates of deposit, banker&#146;s acceptances and time deposits
maturing within 180&nbsp;days from the date of acquisition thereof issued or guaranteed by or
placed with, and money market deposit accounts issued or offered by, any domestic office of
any commercial bank organized under the laws of the United States of America or any State
thereof which has a combined capital and surplus and undivided profits of not less than
$500,000,000;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(d)&nbsp;fully collateralized repurchase agreements with a term of not more than 30&nbsp;days
for securities described in clause (a)&nbsp;above and entered into with a financial institution
satisfying the criteria described in clause (c)&nbsp;above; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(e)&nbsp;money market funds that (i)&nbsp;comply with the criteria set forth in Securities and
Exchange Commission Rule&nbsp;2a-7 under the Investment Company Act of 1940, (ii)&nbsp;are rated AAA
by S&#038;P and Aaa by Moody&#146;s and (iii)&nbsp;have portfolio assets of at least $5,000,000,000.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Person</U>&#148; means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Plan</U>&#148; means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section&nbsp;412 of the Code or Section&nbsp;302 of ERISA,
and in respect of which the Company or any ERISA Affiliate is (or, if such plan were terminated,
would under Section&nbsp;4069 of ERISA be deemed to be) an &#147;employer&#148; as defined in Section&nbsp;3(5) of
ERISA.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Prime Rate</U>&#148; means the rate of interest per annum publicly announced from time to time
by JPMCB as its prime rate in effect at its principal office in New York City; each change in the
Prime Rate shall be effective from and including the date such change is publicly announced as
being effective.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Quotation Day</U>&#148; means, with respect to any Eurocurrency Borrowing and any Interest
Period, the day on which it is market practice in the relevant interbank market for prime banks to
give quotations for deposits in the currency of such Borrowing for delivery on the first day of
such Interest Period. If such quotations would normally be given by prime banks on more than one
day, the Quotation Day will be the last of such days.



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;<U>Register</U>&#148; has the meaning set forth in Section&nbsp;10.04.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Related Parties</U>&#148; means, with respect to any specified Person, such Person&#146;s
Affiliates and the respective directors, officers, employees, agents and advisors of such Person
and such Person&#146;s Affiliates.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Release</U>&#148; means any actual or threatened release, spill, emission, leaking, dumping,
injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through
the environment or within or upon any building, structure, facility or fixture.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Required Lenders</U>&#148; means, at any time, Lenders having Revolving Exposures and unused
Commitments representing more than 50% of the sum of the total Revolving Exposures and unused
Commitments at such time.



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;<U>Reset Date</U>&#148; has the meaning assigned to such term in Section&nbsp;1.05.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Restricted Payment</U>&#148; means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interests in the Company or any
Subsidiary, or any payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancelation or termination of any Equity Interests in the Company or any Subsidiary or any option,
warrant or other right to acquire any such Equity Interests in the Company or any Subsidiary.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Revolving Availability Period</U>&#148; means the period from and including the Effective Date
to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Revolving Exposure</U>&#148; means, with respect to any Lender at any time, the sum at such
time, without duplication, of (a)&nbsp;the US Dollar Equivalents of the principal amounts of such
Lender&#146;s outstanding Revolving Loans, (b)&nbsp;the aggregate amount of such Lender&#146;s LC Exposure and (c)
the aggregate amount of such Lender&#146;s Swingline Exposure.



<P align="left" style="margin-left:8%; font-size: 12pt">&#148;<U>Revolving Loan</U>&#148; means a Loan made pursuant to Section&nbsp;2.01.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>S&#038;P</U>&#148; means Standard &#038; Poor&#146;s Ratings Services, a division of The McGraw-Hill
Companies, Inc., and its successors.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Sale-Leaseback Transaction</U>&#148; means any arrangement whereby the Company or a Subsidiary
shall sell or transfer any property, real or personal, used or useful in its business, whether now
owned or hereafter acquired, and, as part of such arrangement, rent or lease such property or other
property that it intends to use for substantially the same purpose or purposes as the property sold
or transferred; <U>provided</U> that any such arrangement entered into within 180&nbsp;days after the
acquisition, construction or substantial improvement of the subject property shall not be deemed to
be a &#147;Sale-Leaseback Transaction&#148;.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Securitization</U>&#148; means any transfer or pledge of accounts receivable, inventory and/or
proceeds thereof or interests therein (a)&nbsp;to a special purpose trust, partnership or corporation or
other special purpose entity (which may but need not be a Subsidiary), which transfer or pledge is
funded by such entity in whole or in part by (i)&nbsp;the issuance to one or more lenders or investors
of indebtedness or other securities that are to receive payments principally from the cash flow
derived from such accounts receivable, inventory and/or proceeds thereof or interests therein or
(ii)&nbsp;the transfer or pledge of such accounts, inventory and/or proceeds thereof (or interest
therein) to one or more investors or other purchasers, or (b)&nbsp;in the case of accounts receivable,
directly to one or more investors or other purchasers. The &#147;amount&#148; or &#147;principal amount&#148; of any
Securitization shall be deemed at any time to be the aggregate principal or stated amount of the
indebtedness or other securities referred to in the preceding sentence or, if there shall be no
such principal or stated amount, the uncollected amount of the accounts receivable transferred
pursuant to such Securitization net of any such accounts receivable that have been written off as
uncollectible.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Significant Subsidiary</U>&#148; means (a)&nbsp;each Borrowing Subsidiary, (b)&nbsp;each Subsidiary that
directly or indirectly owns or Controls any other Significant Subsidiary, (c)&nbsp;each Subsidiary
identified as a Significant Subsidiary on Schedule&nbsp;3.16, (d)&nbsp;each Subsidiary designated from time
to time by the Company as a Significant Subsidiary by written notice to the Administrative Agent,
and (e)&nbsp;each other Domestic Subsidiary (i)&nbsp;the Consolidated EBITDA of which for the most recently
ended period of four consecutive fiscal quarters for which financial statements have been delivered
pursuant to Section&nbsp;5.01(a) or (b) (or, prior to the delivery of any such financial statements, the
period of four consecutive fiscal quarters ended December&nbsp;31, 2004) was more than 10% of the
Consolidated EBITDA of the Company and its Domestic Subsidiaries for such period or (ii)&nbsp;the
consolidated assets of which as of the last day of the most recent period for which financial
statements have been delivered pursuant to Section&nbsp;5.01(a) or (b) (or, prior to the delivery of any
such statements, December&nbsp;31, 2004) were greater than 10% (or for the purposes of each reference to
a Significant Subsidiary in Article&nbsp;VII, 3%) of the Consolidated Total Assets of the Company and
its Domestic Subsidiaries as of such date as shown on such financial statements (or, prior to the
delivery of such financial statements, on the consolidated balance sheet referred to in Section
3.12).


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Specified Capital Lease</U>&#148; means the four-year Synthetic Lease Agreement dated as of
May&nbsp;15, 2003, among the Company and General Electric Capital Corporation for printing equipment
located in the United States and Canada.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Statutory Reserve Rate</U>&#148; means, with respect to any currency, a fraction (expressed as
a decimal), the numerator of which is the number one and the denominator of which is the number one
minus the aggregate of the maximum reserve, liquid asset or similar percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal established by the
Board or any other any other Governmental Authority of the United States of America or of the
jurisdiction of such currency or any jurisdiction in which Loans in such currency are made or
funded to which banks in such jurisdiction are subject for any category of deposits or liabilities
customarily used to fund loans in such currency or by reference to which interest rates applicable
to Loans in such currency are determined. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve percentage.



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;<U>Sterling</U>&#148; or &#147;<U>&#163;</U>&#148; means the lawful money of the United Kingdom.</FONT><FONT style="font-size: 11pt"></FONT>


<P align="left" style="font-size: 11pt; text-indent: 8%"><FONT style="font-size: 12pt">&#147;<U>Subordinated Debt&#148;</U> means any unsecured Indebtedness of the Company (a)&nbsp;the
principal of which is not by its terms scheduled to be payable or required to be prepaid, redeemed,
repurchased or defeased (including at the option of any holders thereof), in whole or in part, on
any date prior to the first anniversary of the Maturity Date, whether on one or more scheduled
dates or upon the happening of one or more events (other than events of default, change of control
events and asset sale events so long as the Company is permitted to apply the proceeds of such
asset sales to repay senior indebtedness or to purchase other assets), (b)&nbsp;that is not guaranteed
by any Subsidiary unless such guarantee is permitted under Section&nbsp;6.04(g), (c)&nbsp;that is fully
subordinated to the Obligations in the event of any bankruptcy, reorganization or insolvency
proceeding with respect to the Company, (d)&nbsp;that provides that no payments of interest or fees will
be made during the continuance of any Default in the payment of the principal of or interest on the
Obligations, (e)&nbsp;that provides on customary terms and subject to customary limitations that
payments of interest may be suspended for a period of 180&nbsp;days during the continuance of
non-payment Defaults upon notice given by the Administrative Agent on behalf of the Lenders and (f)
the subordination provisions of which, insofar as they relate to the Obligations, are otherwise
customary for publicly offered subordinated debt securities and reasonably acceptable to the
Administrative Agent.</FONT>


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>subsidiary</U>&#148; means, with respect to any Person (the &#147;<U>parent</U>&#148;) at any date, any
corporation, limited liability company, partnership, association or other entity the accounts of
which would be consolidated with those of the parent in the parent&#146;s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership, association or other entity
(a)&nbsp;of which securities or other ownership interests representing more than 50% of the equity or
more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, Controlled or held, or (b)&nbsp;that is, as
of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by
the parent and one or more subsidiaries of the parent.



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;<U>Subsidiary</U>&#148; means any direct or indirect subsidiary of the Company.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Subsidiary Loan Party</U>&#148; means any Borrowing Subsidiary or any Significant Subsidiary,
in each case that is not a Foreign Subsidiary.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Swingline Exposure</U>&#148; means, at any time, the aggregate principal amount of all
Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall
be its Applicable Percentage of the total Swingline Exposure at such time.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Swingline Lender</U>&#148; means JPMorgan Chase Bank, N.A., in its capacity as lender of
Swingline Loans hereunder.



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;<U>Swingline Loan</U>&#148; means a Loan made pursuant to Section&nbsp;2.04.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Synthetic Lease</U>&#148; shall mean, as to any Person, any lease (including leases that may
be terminated by the lessee at any time) of any property (whether real, personal or mixed) (a)&nbsp;that
is accounted for as an operating lease under GAAP and (b)&nbsp;in respect of which the lessee retains or
obtains ownership of the property so leased for U.S. federal income tax purposes, other than any
such lease under which such person is the lessor.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Synthetic Lease Obligations</U>&#148; shall mean, as to any Person, an amount equal to the sum
of (a)&nbsp;the obligations of such person to pay rent or other amounts under any Synthetic Lease which
are attributable to principal and, without duplication, (b)&nbsp;the amount of any purchase price
payment under any Synthetic Lease assuming the lessee exercises the option to purchase the leased
property at the end of the lease term.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Taxes</U>&#148; means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Transactions</U>&#148; means the execution, delivery and performance by each Loan Party of the
Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds
thereof and the issuance or deemed issuance of Letters of Credit hereunder.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Type</U>&#148;, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate or the Alternate Base Rate.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>UK Borrowing Subsidiary</U>&#148; means any Subsidiary that is incorporated or otherwise
organized under the laws of the United Kingdom or any political subdivision thereof that has been
designated as such pursuant to Section&nbsp;2.19 and that has not ceased to be a UK Borrowing Subsidiary
as provided in such Section.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>UK Lending Office</U>&#148; means the applicable branch, office or Affiliate of any Lender
designated by such Lender to make Loans in Sterling.



<P align="left" style="margin-left:8%; font-size: 12pt">&#147;<U>US Dollars</U>&#148; or &#147;<U>US$</U>&#148; refers to lawful money of the United States of America.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>US Dollar Equivalent</U>&#148; means, on any date of determination, (a)&nbsp;with respect to any
amount in US Dollars, such amount, and (b)&nbsp;with respect to any amount in any Designated Foreign
Currency, the equivalent in US Dollars of such amount, determined by the Administrative Agent
pursuant to Section&nbsp;1.05 using the Exchange Rate with respect to such Designated Foreign Currency
at the time in effect under the provisions of such Section.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>US Lending Office</U>&#148; means the applicable branch, office or Affiliate of any Lender
designated by such Lender to make Loans in US Dollars.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>wholly owned</U>&#148; means, as to any Subsidiary, that all the Equity Interests in such
Subsidiary (other than directors&#146; qualifying shares) are owned, directly or indirectly, by the
Company.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Withdrawal Liability</U>&#148; means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part&nbsp;I of
Subtitle E of Title IV of ERISA.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 1.02. <U>Classification of Loans and Borrowings.</U> For purposes of this Agreement,
Loans may be classified and referred to by Class (<U>e.g.</U>, a &#147;Revolving Loan&#148;) or by Type
(<U>e.g.</U>, a &#147;Eurocurrency Loan&#148;) or by Class and Type (<U>e.g.</U>, a &#147;Eurocurrency Revolving
Loan&#148;). Borrowings also may be classified and referred to by Class (<U>e.g.</U>, a &#147;Revolving
Borrowing&#148;) or by Type (<U>e.g.</U>, a &#147;Eurocurrency Borrowing&#148;) or by Class and Type
(<U>e.g.</U>, a &#147;Eurocurrency Revolving Borrowing&#148;).


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 1.03. <U>Terms Generally.</U> The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words &#147;include&#148;,
&#147;includes&#148; and &#147;including&#148; shall be deemed to be followed by the phrase &#147;without limitation&#148;. The
word &#147;will&#148; shall be construed to have the same meaning and effect as the word &#147;shall&#148;. Unless the
context requires otherwise (a)&nbsp;any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b)&nbsp;any reference herein to any Person
shall be construed to include such Person&#146;s successors and assigns, (c)&nbsp;the words &#147;herein&#148;,
&#147;hereof&#148; and &#147;hereunder&#148;, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d)&nbsp;all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement and (e)&nbsp;the words &#147;asset&#148; and &#147;property&#148; shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights. References herein
to the taking of any action hereunder of an administrative nature by any Borrower shall be deemed
to include references to the Company taking such action on such Borrower&#146;s behalf and the
Administrative Agent is expressly authorized to accept any such action taken by the Company as
having the same effect as if taken by such Borrower. Each reference herein to the &#147;<I>knowledge</I>&#148; of
the Company or any Subsidiary shall be deemed to be a reference to the knowledge of any member of
executive senior management of the Company or such Subsidiary or any Financial Officer.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 1.04. <U>Accounting Terms; GAAP.</U> Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; <U>provided</U> that, if the Company notifies the Administrative Agent
that the Company requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on the operation of
such provision (or if the Administrative Agent notifies the Company that the Required Lenders
request an amendment to any provision hereof for such purpose), regardless of whether any such
notice is given before or after such change in GAAP or in the application thereof, then such
provision shall be interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been withdrawn or such
provision is amended in accordance herewith.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 1.05. <U>Exchange Rates.</U> (a)&nbsp;Not later than 1:00 p.m., New York City time, on
each Calculation Date (determined without regard to clause (b)&nbsp;of the definition of such term), the
Administrative Agent shall (i)&nbsp;determine the Exchange Rate as of such Calculation Date with respect
to Sterling, Euro, Canadian Dollars and each other Designated Foreign Currency that is represented
by an outstanding Borrowing as of such Calculation Date and (ii)&nbsp;give notice thereof to the Lenders
and the Company. Not later than 1:00 p.m., New York City time, on the Business Day immediately
preceding the date of any Borrowing in a Designated Foreign Currency for which no Exchange Rate
shall have been determined on the most recent Calculation Date, the Administrative Agent shall (i)
determine the Exchange Rate as of such Business Day with respect to such Designated Foreign
Currency and (ii)&nbsp;give notice thereof to the Lenders and the Company. The Exchange Rates so
determined shall become effective on the first Business Day immediately following the relevant
Calculation Date (a &#147;<U>Reset Date</U>&#148;) or other date of determination, shall remain effective
until the next succeeding Reset Date, and shall for all purposes of this Agreement (other than
Section&nbsp;10.16 or any other provision expressly requiring the use of a current Exchange Rate) be the
Exchange Rates employed in converting any amounts between US Dollars and Designated Foreign
Currencies.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Not later than 5:00 p.m., New York City time, on each Reset Date and each date on which
Revolving Loans denominated in any Designated Foreign Currency are made, the Administrative Agent
shall (i)&nbsp;determine the US Dollar Equivalent of the principal amounts of the Loans denominated in
Designated Foreign Currencies then outstanding (after giving effect to any Loans made or repaid on
such date) and (ii)&nbsp;notify the Lenders and the Company of the results of such determination.


<P align="center" style="font-size: 12pt">ARTICLE II



<P align="center" style="font-size: 12pt"><U>The Credits</U>



<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.01. <U>Commitments.</U> Subject to the terms and conditions set forth herein, each
Lender agrees to make Revolving Loans to the Borrowers in US Dollars and Designated Foreign
Currencies from time to time during the Revolving Availability Period in an aggregate principal
amount that will not result in (a)&nbsp;such Lender&#146;s Revolving Exposure exceeding its Commitment or (b)
the aggregate US Dollar Equivalent of all Revolving Loans denominated in Designated Foreign
Currencies exceeding $50,000,000. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.02. <U>Loans and Borrowings.</U> (a)&nbsp;Each Loan (other than a Swingline Loan)
shall be made as part of a Borrowing consisting of Loans of the same Class, Type and currency made
by the Lenders ratably in accordance with their respective Commitments of the applicable Class.
The failure of any Lender to make any Loan required to be made by it shall not relieve any other
Lender of its obligations hereunder; <U>provided</U> that the Commitments of the Lenders are
several and no Lender shall be responsible for any other Lender&#146;s failure to make Loans as
required.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Subject to Section&nbsp;2.14, (i)&nbsp;each Revolving Borrowing denominated in US Dollars shall be
comprised entirely of ABR Loans or Eurocurrency Loans as the applicable Borrower may request in
accordance herewith, and (ii)&nbsp;each Revolving Borrowing denominated in a Designated Foreign Currency
shall be comprised entirely of Eurocurrency Loans. Each Swingline Loan shall be an ABR Loan. Each
Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan; <U>provided</U> that any exercise of such option shall
not affect the obligation of the applicable Borrower to repay such Loan in accordance with the
terms of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing
shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less
than the Borrowing Minimum. At the time that each ABR Revolving Borrowing is made, such Borrowing
shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than
$1,000,000; <U>provided</U> that an ABR Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total Commitments or that is required to finance the
reimbursement of an LC Disbursement as contemplated by Section&nbsp;2.05(e). Each Swingline Loan shall
be in an amount that is an integral multiple of $500,000 and not less than $500,000. Borrowings of
more than one Type and Class may be outstanding at the same time; <U>provided</U> that there shall
not at any time be more than a total of 10 Borrowings.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest Period requested with
respect thereto would end after the Maturity Date.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.03. <U>Requests for Borrowings.</U> To request a Revolving Borrowing, the
applicable Borrower shall notify the Administrative Agent of such request by telephone or telecopy
(a)&nbsp;in the case of a Eurocurrency Borrowing, not later than 11:00&nbsp;a.m., New York City time, three
Business Days before the date of the proposed Borrowing or (b)&nbsp;in the case of an ABR Borrowing, not
later than 10:00&nbsp;a.m., New York City time, on the date of the proposed Borrowing. Each such
Borrowing Request shall be irrevocable and, if made by telephone, shall be confirmed promptly by
hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the applicable Borrower, or the Company on
behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall
specify the following information in compliance with Section&nbsp;2.02:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;the Borrower requesting such Borrowing (or on whose behalf the Company is
requesting such Borrowing);



<P align="left" style="margin-left:8%; font-size: 12pt">(ii)&nbsp;the currency and the aggregate amount of such Borrowing;



<P align="left" style="margin-left:8%; font-size: 12pt">(iii)&nbsp;the date of such Borrowing, which shall be a Business Day;



<P align="left" style="margin-left:8%; font-size: 12pt">(iv)&nbsp;whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(v)&nbsp;in the case of a Eurocurrency Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of the term
&#147;Interest Period&#148;; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vi)&nbsp;the location and number of the relevant Borrower&#146;s account to which funds are to
be disbursed, which shall comply with the requirements of Section&nbsp;2.06.


<P align="left" style="font-size: 12pt">If no currency is specified with respect to any requested Eurocurrency Borrowing, then the
applicable Borrower shall be deemed to have selected US Dollars. If no election as to the Type of
Borrowing is specified, then the requested Borrowing shall be (A)&nbsp;in the case of a Borrowing
denominated in US Dollars, an ABR Borrowing and (B)&nbsp;in the case of a Borrowing denominated in any
other currency, a Eurocurrency Borrowing. If no Interest Period is specified with respect to any
requested Eurocurrency Revolving Borrowing, then the applicable Borrower shall be deemed to have
selected an Interest Period of one month&#146;s duration. Promptly following receipt of a Borrowing
Request in accordance with this Section, the Administrative Agent shall advise each Lender of the
details thereof and of the amount of such Lender&#146;s Loan to be made as part of the requested
Borrowing.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.04. <U>Swingline Loans.</U> (a)&nbsp;Subject to the terms and conditions set forth
herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time
during the Revolving Availability Period in US Dollars in an amount that will not result in (i)&nbsp;the
aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000 or (ii)&nbsp;the sum of
the total Revolving Exposures exceeding the total Commitments; <U>provided</U> that the Swingline
Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan.
Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers
may borrow, prepay and reborrow Swingline Loans.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;To request a Swingline Loan, a Borrower shall notify the Administrative Agent of such
request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the
day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the
requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such notice received from a
Borrower. The Swingline Lender shall make each Swingline Loan available to the applicable
Borrower by means of a credit to the general deposit account of such Borrower with the Swingline
Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement
as provided in Section&nbsp;2.05(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City
time, on the requested date of such Swingline Loan.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;The Swingline Lender may by written notice given to the Administrative Agent not later
than 12:00 noon, New York City time, on any Business Day require the Lenders to acquire
participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such
notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate.
Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each
Lender, specifying in such notice such Lender&#146;s Applicable Percentage of such Swingline Loan or
Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as
provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such
Lender&#146;s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and
agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph
is absolute and unconditional and shall not be affected by any circumstance whatsoever, including
the occurrence and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding or reduction
whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section&nbsp;2.06 with respect to Loans
made by such Lender (and Section&nbsp;2.06 shall apply, <U>mutatis</U> <U>mutandis</U>, to the payment
obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline
Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the
applicable Borrower of any participations in any Swingline Loan acquired pursuant to this
paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender
from a Borrower (or other party on behalf of a Borrower) in respect of a Swingline Loan after
receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be
promptly remitted to the Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made
their payments pursuant to this paragraph and to the Swingline Lender, as their interests may
appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not
relieve any Borrower of any default in the payment thereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.05. <U>Letters of Credit.</U> (a) <U>General.</U> Subject to the terms and
conditions set forth herein, each of the Company and the Borrowing Subsidiaries may request the
issuance of Letters of Credit denominated in US Dollars for its own account, in a form reasonably
acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time
during the Revolving Availability Period. In the event of any inconsistency between the terms and
conditions of this Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by such Borrower to, or entered into by such Borrower
with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement
shall control. From and after the Effective Date, each Existing Letter of Credit shall be deemed
to be a Letter of Credit for all purposes hereof and shall be deemed to have been issued hereunder
on the Effective Date. Any Lender that issued an Existing Letter of Credit shall have the rights
of an Issuing Bank as to such Letter of Credit for purposes of this Section&nbsp;2.05.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.</U> To request
the issuance of a Letter of Credit (or the amendment of any Letter of Credit or the renewal or
extension of an outstanding Letter of Credit other than an Existing Letter of Credit), the Company
or the applicable Borrowing Subsidiary shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of
issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such
Letter of Credit is to expire (which shall comply with paragraph (c)&nbsp;of this Section), the amount
of such Letter of Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If
requested by the Issuing Bank, such Borrower also shall submit a letter of credit application on
the Issuing Bank&#146;s standard form in connection with any request for a Letter of Credit (other than
an Existing Letter of Credit). A Letter of Credit shall be issued, amended, renewed or extended
only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers
shall be deemed to represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i)&nbsp;the LC Exposure shall not exceed $25,000,000 and (ii)&nbsp;the total Revolving
Exposures shall not exceed the total Commitments.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Expiration Date.</U> Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i)&nbsp;the date one year after the date of the issuance of such Letter of
Credit (or, in the case of any renewal or extension thereof, one year after such renewal or
extension) and (ii)&nbsp;the date that is five Business Days prior to the Maturity Date;
<U>provided</U> that at the request of the applicable Borrower any Letter of Credit may contain
customary &#147;evergreen&#148; provisions pursuant to which such Letter of Credit will, in the absence of a
notice given by the Issuing Bank, be automatically renewed (but in no event beyond the date that is
five Business Days prior to the Maturity Date) for successive one-year periods.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;<U>Participations.</U> By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender&#146;s
Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit.
In consideration and in furtherance of the foregoing, each Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank,
such Lender&#146;s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not
reimbursed by the applicable Borrower on the date due as provided in paragraph (e)&nbsp;of this Section,
or of any reimbursement payment required to be refunded to the applicable Borrower for any reason.
Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this
paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected
by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever. On the Effective Date and without any further action by any party hereto,
each Issuing Bank that has issued an Existing Letter of Credit shall be deemed to have granted to
each Lender, and each Lender shall be deemed to have acquired from such Issuing Bank, a
participation in each such Existing Letter of Credit in accordance with the foregoing provisions of
this paragraph (d).


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;<U>Reimbursement.</U> If the Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than 2:00 p.m., New York
City time, on the date that such LC Disbursement is made, if such Borrower shall have received
notice of such LC Disbursement prior to 10:00&nbsp;a.m., New York City time, on such date, or, if such
notice has not been received by such Borrower prior to such time on such date, then not later than
2:00 p.m., New York City time, on (i)&nbsp;the Business Day that the applicable Borrower receives such
notice, if such notice is received prior to 10:00&nbsp;a.m., New York City time, on the day of receipt,
or (ii)&nbsp;the Business Day immediately following the day that such Borrower receives such notice, if
such notice is not received prior to such time on the day of receipt; <U>provided</U> that, if the
Maturity Date shall not have occurred, such Borrower may, subject to the conditions to borrowing
set forth herein, request in accordance with Section&nbsp;2.03 or 2.04 that such payment be financed
with an ABR Revolving Borrowing (if such LC Disbursement is not less than $1,000,000) or Swingline
Loan (if such LC Disbursement is not less than $500,000) in an equivalent amount and, to the extent
so financed, such Borrower&#146;s obligation to make such payment shall be discharged and replaced by
the resulting ABR Revolving Borrowing or Swingline Loan. If the applicable Borrower fails to make
such payment when due, the Administrative Agent shall notify each Lender of the applicable LC
Disbursement, the payment then due from such Borrower in respect thereof and such Lender&#146;s
Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to
the Administrative Agent its Applicable Percentage of the payment then due from such Borrower, in
the same manner as provided in Section&nbsp;2.06 with respect to Loans made by such Lender (and Section
2.06 shall apply, <I>mutatis mutandis</I>, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the
Lenders. Promptly following receipt by the Administrative Agent of any payment from the applicable
Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the
Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to
reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may
appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for
any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as
contemplated above) shall not constitute a Loan and shall not relieve any Borrower of its
obligation to reimburse such LC Disbursement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;<U>Obligations Absolute.</U> The Borrowers&#146; obligations to reimburse LC Disbursements as
provided in paragraph (e)&nbsp;of this Section shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i)&nbsp;any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii)&nbsp;any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect, (iii)&nbsp;payment by the
Issuing Bank under a Letter of Credit against presentation of a draft or other document that does
not comply with the terms of such Letter of Credit, or (iv)&nbsp;any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of
this Section, constitute a legal or equitable discharge of, or provide a right of setoff against,
any Borrower&#146;s obligations hereunder. None of the Administrative Agent, the Lenders nor the
Issuing Bank, or any of their Related Parties, shall have any liability or responsibility by reason
of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure
to make any payment thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in transmission or
delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the Issuing Bank;
<U>provided</U> that the foregoing shall not be construed to excuse the Issuing Bank from
liability to the applicable Borrower to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent
permitted by applicable law) suffered by such Borrower that are caused by the Issuing Bank&#146;s
failure to exercise care when determining whether drafts and other documents presented under a
Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the
absence of gross negligence or wilful misconduct on the part of the Issuing Bank, the Issuing Bank
shall be deemed to have exercised care in each such determination. In furtherance of the foregoing
and without limiting the generality thereof, the parties agree that, with respect to documents
presented which appear on their face to be in substantial compliance with the terms of a Letter of
Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such
documents without responsibility for further investigation, regardless of any notice or information
to the contrary, or refuse to accept and make payment upon such documents if such documents are not
in strict compliance with the terms of such Letter of Credit.


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;<U>Disbursement Procedures.</U> The Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. The Issuing Bank shall promptly notify the Administrative Agent and the applicable
Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing
Bank has made or will make an LC Disbursement thereunder; <U>provided</U> that any failure to give
or delay in giving such notice shall not relieve such Borrower of its obligation to reimburse the
Issuing Bank and the Lenders with respect to any such LC Disbursement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(h)&nbsp;<U>Interim Interest.</U> If the Issuing Bank shall make any LC Disbursement, then,
unless the applicable Borrower shall reimburse such LC Disbursement in full on the date such LC
Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and
including the date such LC Disbursement is made to but excluding the date that such Borrower
reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
<U>provided</U> that, if such Borrower fails to reimburse such LC Disbursement when due pursuant
to paragraph (e)&nbsp;of this Section, then Section&nbsp;2.12(d) shall apply. Interest accrued pursuant to
this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and
after the date of payment by any Lender pursuant to paragraph (e)&nbsp;of this Section to reimburse the
Issuing Bank shall be for the account of such Lender to the extent of such payment.


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;<U>Replacement of the Issuing Bank.</U> The Issuing Bank may be replaced at any time by
written agreement among the Company, the Administrative Agent, the replaced Issuing Bank and the
successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement
of the Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall
pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section
2.11(b). From and after the effective date of any such replacement, (i)&nbsp;the successor Issuing Bank
shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii)&nbsp;references herein to the term &#147;Issuing Bank&#148;
shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing
Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have
all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of
Credit issued by it prior to such replacement, but shall not be required to issue additional
Letters of Credit.


<P align="left" style="font-size: 12pt; text-indent: 8%">(j)&nbsp;<U>Cash Collateralization.</U> If any Event of Default shall occur and be continuing, on
the Business Day that the Company receives notice from the Administrative Agent or the Required
Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure
representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Company shall deposit in an account with the Administrative Agent,
in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal
to the LC Exposure as of such date plus any accrued and unpaid interest thereon; <U>provided</U>
that the obligation to deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to the Company described in clause (h)&nbsp;or (i)
of Article&nbsp;VII. Each such deposit shall be held by the Administrative Agent as collateral for
the payment and performance of the obligations of the Borrowers under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment of such deposits,
which investments shall be made at the option and sole discretion of the Administrative Agent and
at the Company&#146;s risk and expense, such deposits shall not bear interest. Interest or profits, if
any, on such investments shall accumulate in such account. Moneys in such account shall be applied
by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not
been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrowers, as applicable, for the LC Exposure at such time or, if
the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC
Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other
obligations of the Borrowers under this Agreement. If the Company is required to provide an amount
of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to
the extent not applied as aforesaid) shall be returned to the Company within three Business Days
after all Events of Default have been cured or waived.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.06. <U>Funding of Borrowings.</U> (a)&nbsp;Each Lender shall make each Loan to be made
by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the
applicable currency by 12:00 noon, New York City time, to the account of the Administrative Agent
most recently designated by it for such purpose by notice to the Lenders; <U>provided</U> that
Swingline Loans shall be made as provided in Section&nbsp;2.04. The Administrative Agent will make such
Loans available to the applicable Borrower by promptly crediting the amounts so received, in like
funds, to an account of such Borrower maintained with the Administrative Agent and designated by
such Borrower in the applicable Borrowing Request; <U>provided</U> that ABR Revolving Loans or
Swingline Loans made to finance the reimbursement of an LC Disbursement as provided in Section
2.05(e) shall be remitted by the Administrative Agent to the Issuing Bank.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the Administrative Agent
such Lender&#146;s share of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with paragraph (a)&nbsp;of this Section and may, in
reliance upon such assumption, make available to the applicable Borrower a corresponding amount.
In such event, if a Lender has not in fact made its share of the applicable Borrowing available to
the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to
the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the applicable Borrower to
but excluding the date of payment to the Administrative Agent, at (i)&nbsp;in the case of such Lender,
the greater of (x)(A) the Federal Funds Effective Rate in the case of Loans denominated in US
Dollars and (B)&nbsp;the rate reasonably determined by the Administrative Agent to be the cost to it of
funding such amount, in the case of Loans denominated in a Designated Foreign Currency, and (y)&nbsp;and
a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation or (ii)&nbsp;in the case of a Borrower, the interest rate applicable to such
Borrowing. If such Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender&#146;s Loan included in such Borrowing.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.07. <U>Interest Elections.</U> (a)&nbsp;Each Revolving Borrowing initially shall be of
the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency
Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.
Thereafter, the applicable Borrower may elect to convert such Borrowing to a different Type or to
continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods
therefor, all as provided in this Section. The applicable Borrower may elect different options
with respect to different portions of the affected Borrowing, in which case each such portion shall
be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing. This Section shall not
apply to Swingline Borrowings, which may not be converted or continued.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;To make an election pursuant to this Section, a Borrower (or the Company on its behalf)
shall notify the Administrative Agent of such election by telephone or by telecopy by the time that
a Borrowing Request would be required under Section&nbsp;2.03 if such Borrower were requesting a
Revolving Borrowing of the Type resulting from such election to be made on the effective date of
such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall
be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written
Interest Election Request in a form approved by the Administrative Agent and signed by the
applicable Borrower (or the Company on its behalf). Notwithstanding any other provision of this
Section, no Borrower shall be permitted to (i)&nbsp;change the currency of any Borrowing or (ii)&nbsp;elect
an Interest Period for Eurocurrency Loans that does not comply with Section&nbsp;2.02(d).


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section&nbsp;2.02 and paragraph (e)&nbsp;of this Section:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof
to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii)&nbsp;and (iv)&nbsp;below shall be specified for each resulting Borrowing);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency
Borrowing; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term &#147;Interest Period&#148;.


<P align="left" style="font-size: 12pt">If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an
Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period
of one month&#146;s duration.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each Lender of the details thereof and of such Lender&#146;s portion of each resulting Borrowing.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;If a Borrower fails to deliver a timely Interest Election Request with respect to a
Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless
such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing
shall (i)&nbsp;in the case of a Borrowing denominated in US Dollars, be converted to an ABR Borrowing
and (ii)&nbsp;in the case of any other Eurocurrency Borrowing, become due an payable on the last day of
such Interest Period. Notwithstanding any contrary provision hereof, if an Event of Default has
occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so
notifies the Company, then, so long as an Event of Default is continuing (i)&nbsp;no outstanding
Borrowing denominated in US Dollars may be converted to or continued as a Eurocurrency Borrowing
and (ii)&nbsp;unless repaid, each Eurocurrency Borrowing denominated in US Dollars shall be converted to
an ABR Borrowing at the end of the Interest Period applicable thereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.08. <U>Termination and Reduction of Commitments; Increase of Commitments.</U> (a)
Unless previously terminated, the Commitments shall terminate on the Maturity Date.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The Company may at any time terminate, or from time to time reduce, the Commitments;
<U>provided</U> that (i)&nbsp;each reduction of the Commitments shall be in an amount that is an
integral multiple of $1,000,000 and not less than $5,000,000 and (ii)&nbsp;the Company shall not
terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the
Revolving Loans in accordance with Section&nbsp;2.10, the sum of the Revolving Exposures would exceed
the total Commitments.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;The Company shall notify the Administrative Agent of any election to terminate or reduce
the Commitments under paragraph (b)&nbsp;of this Section at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section
shall be irrevocable; <U>provided</U> that a notice of termination of the Commitments delivered by
the Company may state that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Company (by notice to the
Administrative Agent on or prior to the specified effective date) if such condition is not
satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each
reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance
with their respective Commitments of such Class.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;(i)&nbsp;The Company may, at any time, by written notice to the Administrative Agent, request
that the total Commitments be increased (a &#147;<U>Commitment Increase</U>&#148;) in integral multiples of
$10,000,000; <U>provided</U> that at no time shall the aggregate amount of Commitment Increases
effected pursuant to this paragraph exceed $50,000,000. Each such notice shall set forth the
amount of the requested Commitment Increase and the date on which such adjustment is requested to
become effective (which shall be not less than 10 Business Days or more than 30&nbsp;days after the date
of such notice), and shall offer each Lender the opportunity to increase its Commitment by its
Applicable Percentage of the proposed increased amount. Each such Lender shall, in its sole
discretion, by notice to the Company and the Administrative Agent given not more than 10 Business
Days after the date of the Company&#146;s notice, either agree to increase its applicable Commitment by
all or a portion of the offered amount (each Lender so agreeing being an &#147;<U>Increasing
Lender</U>&#148;) or decline to increase its applicable Commitment (and any Lender that does not deliver
such a notice within such period of 10 Business Days shall be deemed to have declined to increase
its Commitment) (each Lender so declining or deemed to have declined being a &#147;<U>Non-Increasing
Lender</U>&#148;). In the event that on the 10th Business Day after the Company shall have delivered a
notice pursuant to the first sentence of this paragraph the Increasing Lenders shall have agreed
pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than
the increase in the total Commitments requested by the Company, the Company may arrange for one or
more banks or other financial institutions (any such bank or other financial institution being
called an &#147;<U>Augmenting Lender</U>&#148;), which may include any Lender, to extend Commitments in an
aggregate amount equal to the unsubscribed amount; <U>provided</U> that each Augmenting Lender, if
not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, the
Swingline Lender and the Issuing Bank (which approval in each case shall not be unreasonably
withheld) and the Borrowers and each Augmenting Lender shall execute all such documentation as the
Administrative Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender
and/or its status as a Lender hereunder. Any Commitment Increase may be made in an amount less
than the Commitment Increase requested by the Company if the Company is unable to arrange for, or
chooses not to arrange for, Augmenting Lenders.


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;On the effective date of any Commitment Increase pursuant to this Section&nbsp;2.08(d) (the
&#147;<U>Increase Effective Date</U>&#148;), (A)&nbsp;the aggregate principal amount of the Revolving Loans
outstanding (the &#147;<U>Initial Loans</U>&#148;) immediately prior to giving effect to the applicable
Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (B)&nbsp;after the
effectiveness of the Commitment Increase, the Borrowers shall be deemed to have made new Borrowings
(the &#147;<U>Subsequent Borrowings</U>&#148;) in an aggregate principal amount equal to the aggregate
principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a
Borrowing Request delivered to the Administrative Agent in accordance with Section&nbsp;2.03, (C)&nbsp;each
Lender shall pay to the Administrative Agent in same day funds an amount equal to the difference,
if positive, between (x)&nbsp;such Lender&#146;s Applicable Percentage (calculated after giving effect to the
Commitment Increase) of the Subsequent Borrowings and (y)&nbsp;such Lender&#146;s Applicable Percentage
(calculated without giving effect to the Commitment Increase) of the Initial Loans, (D)&nbsp;after the
Administrative Agent receives the funds specified in clause (C)&nbsp;above, the Administrative Agent
shall pay to each Lender the portion of such funds that is equal to the difference, if positive,
between (1)&nbsp;such Lender&#146;s Applicable Percentage (calculated without giving effect to the Commitment
Increase) of the Initial Loans and (2)&nbsp;such Lender&#146;s Applicable Percentage (calculated after giving
effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (E)&nbsp;each
Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold
its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the
Commitment Increase) and (F)&nbsp;each applicable Borrower shall pay each Increasing Lender and each
Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. The deemed
payments made pursuant to clause (A)&nbsp;above in respect of each Eurocurrency Loan shall be subject to
indemnification by the Borrowers pursuant to the provisions of Section&nbsp;2.14 if the Increase
Effective Date occurs other than on the last day of the Interest Period relating thereto and
breakage costs result.


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;Commitment Increases and new Commitments created pursuant to this Section&nbsp;2.08 (d)&nbsp;shall
become effective on the date specified in the original notice delivered by the Company pursuant to
the first sentence of paragraph (d)(i) above. For the avoidance of doubt, nothing in this Section
2.08 shall have the effect of increasing the Commitments of any Non-Committing Lender.


<P align="left" style="font-size: 12pt; text-indent: 8%">(iv)&nbsp;Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of
any Lender) or addition of an Augmenting Lender shall become effective under this Section unless,
(A)&nbsp;on the date of such increase, the conditions set forth in paragraphs (a)&nbsp;and (b)&nbsp;of Section
4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that
effect dated such date and executed by a financial officer of the Company, and (B)&nbsp;the
Administrative Agent shall have received documents consistent with those delivered pursuant to
Section&nbsp;4.03(b) in connection with the designation of a new Borrowing Subsidiary as to the
corporate power and authority of the applicable Borrowers to borrow hereunder after giving effect
to such increase.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.09. <U>Repayment of Loans; Evidence of Debt.</U> (a)&nbsp;Each Borrower hereby
unconditionally promises to pay (i)&nbsp;to the Administrative Agent for the account of each Lender the
then unpaid principal amount of each Revolving Loan of such Lender on the Maturity Date and (ii)&nbsp;to
the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of (A)
the Maturity Date and (B)&nbsp;the first date after such Swingline Loan is made that is the 15th or last
day of a calendar month and is at least two Business Days after such Swingline Loan is made.
Unless both the Swingline Lender and the Company notify the Administrative Agent to the contrary,
the Company shall be deemed to have requested ABR Borrowings from the Lenders, in an amount equal
to the aggregate principal amount of each Swingline Loan, on the date such Swingline Loan is
required to be repaid under paragraph (a)(ii)(B) of this Section; <U>provided</U> that on each
date that a Revolving Borrowing is made, including any ABR Borrowing under this Section&nbsp;2.09, the
applicable Borrower shall repay all Swingline Loans that were outstanding on the date such
Borrowing was requested or deemed to have been requested.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the Indebtedness of each Borrower to such Lender resulting from each Loan made by such
Lender, including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;The Administrative Agent shall maintain accounts in which it shall record (i)&nbsp;the amount
of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto,
(ii)&nbsp;the amount of any principal or interest due and payable or to become due and payable from each
Borrower to each Lender hereunder and (iii)&nbsp;the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender&#146;s share thereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;The entries made in the accounts maintained pursuant to paragraph (b)&nbsp;or (c)&nbsp;of this
Section shall be <U>prima</U> <U>facie</U> evidence of the existence and amounts of the
obligations recorded therein; <U>provided</U> that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation
of any Borrower to repay the Loans in accordance with the terms of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;Any Lender may request that Loans of any Class made by it be evidenced by a promissory
note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory
note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in substantially the form attached hereto as Exhibit&nbsp;F. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section&nbsp;10.04) be represented by one or more promissory notes in such form
payable to the order of the payee named therein (or, if such promissory note is a registered note,
to such payee and its registered assigns).


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.10. <U>Prepayment of Loans.</U> (a)&nbsp;The Borrowers shall have the right at any
time and from time to time to prepay any Borrowing in whole or in part, subject to the requirements
of this Section.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;If the aggregate Revolving Exposures shall exceed the aggregate Commitments, then (i)&nbsp;on
the last day of any Interest Period for any Eurocurrency Revolving Borrowing and (ii)&nbsp;on any other
date in the event ABR Revolving Borrowings shall be outstanding, the Borrowers shall prepay
Revolving Loans in an amount equal to the lesser of (A)&nbsp;the amount necessary to eliminate such
excess (after giving effect to any other prepayment of Loans on such day) and (B)&nbsp;the amount of the
applicable Borrowings referred to in clause (i)&nbsp;or (ii), as applicable. If, on any date, the
aggregate Revolving Exposures shall exceed 105% of the aggregate Commitments, then the Borrowers
shall, within three Business Days, prepay one or more Borrowings in an aggregate principal amount
sufficient to eliminate such excess.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable
Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in
the notice of such prepayment pursuant to paragraph (d)&nbsp;of this Section.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;The Company shall notify the Administrative Agent (and, in the case of prepayment of a
Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) or by telecopy of any
prepayment hereunder (i)&nbsp;in the case of prepayment of a Eurocurrency Borrowing, not later than
11:00&nbsp;a.m., New York City time, three Business Days before the date of prepayment, (ii)&nbsp;in the case
of prepayment of an ABR Borrowing, not later than 11:00&nbsp;a.m., New York City time, on the date of
prepayment or (iii)&nbsp;in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New
York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify
the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid;
<U>provided</U> that, if a notice of optional prepayment is given in connection with a conditional
notice of termination of the Commitments as contemplated by Section&nbsp;2.08, then such notice of
prepayment may be revoked if such notice of termination is revoked in accordance with Section&nbsp;2.08.
Promptly following receipt of any such notice (other than a notice relating solely to Swingline
Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial
prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance
of a Borrowing of the same Type as provided in Section&nbsp;2.02. Each prepayment of a Borrowing shall
be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be
accompanied by accrued interest and other amounts to the extent required by Section&nbsp;2.12.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.11. <U>Fees.</U> (a)&nbsp;The Company agrees to pay to the Administrative Agent, in US
Dollars, for the account of each Lender, a facility fee, which shall accrue at the Applicable Rate
on the daily amount of the Commitment of such Lender (whether used or unused) during the period
from and including the date of this Agreement to but excluding the Maturity Date; <U>provided</U>
that, if such Lender continues to have any Revolving Exposure after the Maturity Date, then such
facility fee shall continue to accrue on the daily amount of such Lender&#146;s Revolving Exposure from
and including the Maturity Date to but excluding the date on which such Lender ceases to have any
Revolving Exposure. Accrued facility fees shall be payable in arrears on the last day of March,
June, September and December of each year, on any date prior to the Maturity Date on which all the
Commitments shall have terminated and on the Maturity Date, commencing on the first such date to
occur after the date hereof; <U>provided</U> that any facility fees accruing after the Maturity
Date shall be payable on demand. All facility fees shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed (including the first day but
excluding the last day).


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The Company agrees to pay or to cause the Borrowing Subsidiaries to pay (i)&nbsp;to the
Administrative Agent for the account of each Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable Rate used to
determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount
of such Lender&#146;s LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but excluding the later
of the date on which such Lender&#146;s Commitment terminates and the date on which such Lender ceases
to have any LC Exposure, and (ii)&nbsp;to the Issuing Bank a fronting fee, which shall accrue at the
rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date of termination of the Commitments and the
date on which there ceases to be any LC Exposure, as well as the Issuing Bank&#146;s standard fees with
respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of
drawings thereunder. Participation fees and fronting fees accrued through and including the last
day of March, June, September and December of each year shall be payable on the third Business Day
following such last day, commencing on the first such date to occur after the Effective Date;
<U>provided</U> that all such fees shall be payable on the date on which the Commitments terminate
and any such fees accruing after the date on which the Commitments terminate shall be payable on
demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable
within 10&nbsp;days after demand. All participation fees and fronting fees shall be computed on the
basis of a year of 360&nbsp;days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;The Company agrees to pay to the Administrative Agent, for its own account, fees payable
in the amounts and at the times separately agreed upon between the Company and the Administrative
Agent.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;All fees payable hereunder shall be paid on the dates due, in immediately available funds,
to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for
distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall
not be refundable under any circumstances.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.12. <U>Interest.</U> (a)&nbsp;The Loans comprising each ABR Borrowing (including each
Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or
other amount payable by any Borrower hereunder is not paid when due, whether at stated maturity,
upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i)&nbsp;in the case of overdue principal of any Loan, 2% plus
the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section
or (ii)&nbsp;in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in
paragraph (a)&nbsp;of this Section.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and upon the termination of the Commitments; <U>provided</U> that (i)&nbsp;interest
accrued pursuant to paragraph (c)&nbsp;of this Section shall be payable on demand, (ii)&nbsp;in the event of
any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to
the end of the Revolving Availability Period), accrued interest on the principal amount repaid or
prepaid shall be payable on the date of such repayment or prepayment and (iii)&nbsp;in the event of any
conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor,
accrued interest on such Loan shall be payable on the effective date of such conversion.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;All interest hereunder shall be computed on the basis of a year of 360&nbsp;days, except that
(i)&nbsp;interest on Borrowings denominated in Sterling and (ii)&nbsp;interest computed by reference to the
Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365&nbsp;days (or, except in the case of Borrowings denominated in
Sterling, 366&nbsp;days in a leap year), and in each case shall be payable for the actual number of days
elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate
or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall
be conclusive absent manifest error.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.13. <U>Alternate Rate of Interest.</U> If prior to the commencement of any
Interest Period for a Eurocurrency Borrowing denominated in any currency:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a)&nbsp;the Administrative Agent determines (which determination shall be conclusive
absent manifest error) that adequate and reasonable means do not exist for ascertaining the
Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b)&nbsp;the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO
Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and
fairly reflect the cost to such Lenders of making or maintaining their Loans included in
such Borrowing for such Interest Period;


<P align="left" style="font-size: 12pt">then the Administrative Agent shall give notice thereof to the Company and the Lenders by telephone
or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the
Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i)&nbsp;any
Interest Election Request that requests the conversion of any Borrowing to, or continuation of any
Borrowing as, a Eurocurrency Borrowing in such currency shall be ineffective, and such Borrowing
shall be converted to or continued on the last day of the Interest Period applicable thereto (A)&nbsp;if
such Borrowing is denominated in US Dollars, as an ABR Borrowing, or (B)&nbsp;if such Borrowing is
denominated in any other currency, as a Borrowing bearing interest at such rate as the Lenders and
the Company may agree adequately reflects the costs to the Lenders of making or maintaining their
Loans (or, in the absence of such agreement, shall be repaid as of the last day of the current
Interest Period applicable thereto) and (ii)&nbsp;if any Borrowing Request requests a Eurocurrency
Revolving Borrowing in such currency, such Borrowing shall be made as an ABR Borrowing (or such
Borrowing shall not be made if the applicable Borrower revokes (and in such circumstances, such
Borrowing Request may be revoked notwithstanding any other provision of this Agreement) such
Borrowing Request by telephonic notice, confirmed promptly in writing, not later than one Business
Day prior to the proposed date of such Borrowing); <U>provided</U> that if the circumstances
giving rise to such notice affect only one Type of Borrowings, then the other Types of Borrowings
shall be permitted.



<P align="left" style="margin-left:8%; font-size: 12pt">SECTION 2.14. <U>Increased Costs.</U> (a)&nbsp;If any Change in Law shall:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the
Issuing Bank; or



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;impose on any Lender or the Issuing Bank or the London or Canadian interbank
markets any other condition affecting this Agreement or Eurocurrency Loans made by such
Lender or any Letter of Credit or participation therein;


<P align="left" style="font-size: 12pt">and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to
increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining
any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or
the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrowers will
pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as
will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs
incurred or reduction suffered.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;If any Lender or the Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such Lender&#146;s or the
Issuing Bank&#146;s capital or on the capital of such Lender&#146;s or the Issuing Bank&#146;s holding company, if
any, as a consequence of this Agreement or the Loans made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below
that which such Lender or the Issuing Bank or such Lender&#146;s or the Issuing Bank&#146;s holding company
could have achieved but for such Change in Law (taking into consideration such Lender&#146;s or the
Issuing Bank&#146;s policies and the policies of such Lender&#146;s or the Issuing Bank&#146;s holding company
with respect to capital adequacy), then from time to time the Company will pay to such Lender or
the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such
Lender or the Issuing Bank or such Lender&#146;s or the Issuing Bank&#146;s holding company for any such
reduction suffered.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;A certificate of a Lender or the Issuing Bank setting forth in reasonable detail the
amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company,
as the case may be, as specified in paragraph (a)&nbsp;or (b)&nbsp;of this Section shall be delivered to the
Company and shall be conclusive absent manifest error. The Company shall pay such Lender or the
Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10&nbsp;days
after receipt thereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;Failure or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender&#146;s or the Issuing Bank&#146;s right
to demand such compensation; <U>provided</U> that the Company shall not be required to compensate
a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions
incurred more than 180&nbsp;days prior to the date that such Lender or the Issuing Bank, as the case may
be, notifies the Company of the Change in Law giving rise to such increased costs or reductions and
of such Lender&#146;s or the Issuing Bank&#146;s intention to claim compensation therefor; <U>provided</U>
<U>further</U> that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.15. <U>Break Funding Payments.</U> In the event of (a)&nbsp;the payment of any
principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b)&nbsp;the conversion of any Eurocurrency Loan
other than on the last day of the Interest Period applicable thereto, (c)&nbsp;the failure to borrow,
convert, continue or prepay any Revolving Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section&nbsp;2.10(d) and is
revoked in accordance therewith), or (d)&nbsp;the assignment of any Eurocurrency Loan other than on the
last day of the Interest Period applicable thereto as a result of a request by the Company pursuant
to Section&nbsp;2.18, then, in any such event, the Borrowers shall compensate each Lender for the loss,
cost and expense attributable to such event, including, to the extent that any of the foregoing
Loans are denominated in any Designated Foreign Currency, the costs and expenses of such Lender
attributable to the premature unwinding of any Hedging Agreement entered into by such Lender in
respect of the foreign currency exposure attributable to such Loan. In the case of a Eurocurrency
Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by
such Lender to be the excess, if any, of (i)&nbsp;the amount of interest which would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would
have been applicable to such Loan, for the period from the date of such event to the last day of
the then current Interest Period therefor (or, in the case of a failure to borrow, convert or
continue, for the period that would have been the Interest Period for such Loan), over (ii)&nbsp;the
amount of interest which would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits
of a comparable amount and period from other banks in the eurocurrency market. A certificate of
any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to
receive pursuant to this Section shall be delivered to the Company and shall be conclusive absent
manifest error. The Borrowers shall pay such Lender the amount shown as due on any such
certificate within 10&nbsp;days after receipt thereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.16. <U>Taxes.</U> (a)&nbsp;Any and all payments by or on account of any obligation of
the Borrowers hereunder or under any other Loan Document shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; <U>provided</U> that if any Borrower
shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i)&nbsp;the
sum payable shall be increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the Administrative Agent,
Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii)&nbsp;such Borrower shall make such deductions and (iii)
such Borrower shall pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;The Borrowers shall indemnify the Administrative Agent, each Lender and the Issuing Bank,
within 10&nbsp;days after written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of the Borrowers hereunder or under
any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A
certificate setting forth the amount of such payment or liability delivered to the Company by a
Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a
Lender or the Issuing Bank, shall be conclusive absent manifest error.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower
to a Governmental Authority, the Company shall deliver to the Administrative Agent the original or
a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy
of the return reporting such payment or other evidence of such payment reasonably satisfactory to
the Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;Any Lender that is entitled to an exemption from or reduction of withholding tax under the
law of the jurisdiction in which a Borrower is located, or any treaty to which such jurisdiction is
a party, with respect to payments under this Agreement shall deliver to the Company (with a copy to
the Administrative Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably requested by the
Company as will permit such payments to be made without withholding or at a reduced rate;
<U>provided</U> that such Lender shall have received written notice from the Company advising it
of the availability of such exemption or reduction and supplying all applicable documentation
(including, in the case of documentation in a language other than English, translations thereof
into English).


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.17. <U>Payments Generally; Pro Rata Treatment; Sharing of Set-offs.</U> (a)&nbsp;Each
Borrower shall make each payment required to be made by it hereunder or under any other Loan
Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts
payable under Section&nbsp;2.14, 2.15 or 2.16, or otherwise) prior to the time expressly required
hereunder or under such other Loan Document for such payment (or, if no such time is expressly
required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available
funds, without set-off or counterclaim. Any amounts received after such time on any date may, in
the discretion of the Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments shall be made to the
Administrative Agent at its offices at 1111 Fannin, 10th Floor, Houston, Texas 77002, except
payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein
and except that payments pursuant to Sections&nbsp;2.14, 2.15, 2.16 and 10.03 shall be made directly to
the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the
Persons specified therein. The Administrative Agent shall distribute any such payments received by
it for the account of any other Person to the appropriate recipient promptly following receipt
thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day,
the date for payment shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of such extension. All
payments hereunder of principal or interest in respect of any Loan or LC Disbursement shall, except
or otherwise expressly provided herein, be made in the currency of such Loan or LC Disbursement;
all other payments hereunder and under each other Loan Document shall be made in US Dollars. Any
payment required to be made by the Administrative Agent hereunder shall be deemed to have been made
by the time required if the Administrative Agent shall, at or before such time, have taken the
necessary steps to make such payment in accordance with the regulations or operating procedures of
the clearing or settlement system used by the Administrative Agent to make such payment.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;If at any time insufficient funds are received by and available to the Administrative
Agent from any Borrower to pay fully all amounts of principal, unreimbursed LC Disbursements,
interest and fees then due from such Borrower hereunder, such funds shall be applied (i)&nbsp;first,
towards payment of interest and fees then due from such Borrower hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees then due to such
parties, and (ii)&nbsp;second, towards payment of principal of the Loans and unreimbursed LC
Disbursements then due from such Borrower hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and unreimbursed LC Disbursements then due to such
parties.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Revolving Loans or funded
participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of
a greater proportion of the aggregate amount of its Revolving Loans and participations in LC
Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any
other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Revolving Loans and participations in LC Disbursements and Swingline
Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be
shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Revolving Loans and participations in LC Disbursements and Swingline
Loans; <U>provided</U> that (i)&nbsp;if any such participations are purchased and all or any portion of
the payment giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and (ii)&nbsp;the provisions
of this paragraph shall not be construed to apply to any payment made by any Borrower pursuant to
and in accordance with the express terms of this Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements to any assignee or participant, other than to a Borrower or any
Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each
Borrower consents to the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against such Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Borrower in the amount of
such participation.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;Unless the Administrative Agent shall have received notice from the Company prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders or the
Issuing Bank hereunder that the applicable Borrower will not make such payment, the Administrative
Agent may assume that such Borrower has made such payment on such date in accordance herewith and
may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case
may be, the amount due. In such event, if such Borrower has not in fact made such payment, then
each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank
with interest thereon, for each day from and including the date such amount is distributed to it to
but excluding the date of payment to the Administrative Agent, at (i)&nbsp;the greater of the Federal
Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation (in the case of an amount denominated in US Dollars) and
(ii)&nbsp;the rate reasonably determined by the Administrative Agent to be the cost to it of funding
such amount (in the case of an amount denominated in any Designated Foreign Currency).


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;If any Lender shall fail to make any payment required to be made by it pursuant to Section
2.04(c), 2.05(d) or (e), 2.06(b), 2.17(d) or 10.03(c), then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received
by the Administrative Agent for the account of such Lender to satisfy such Lender&#146;s obligations
under such Sections until all such unsatisfied obligations are fully paid.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.18. <U>Mitigation Obligations; Replacement of Lenders.</U> (a)&nbsp;If any Lender
requests compensation under Section&nbsp;2.14, or if any Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section&nbsp;2.16, or if any Borrower is required to pay any additional interest to any Lender pursuant
to Section&nbsp;2.20, then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder
to another of its offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i)&nbsp;would eliminate or reduce amounts payable pursuant to Section&nbsp;2.14 or
2.16, as the case may be, in the future and (ii)&nbsp;would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender. Each Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;If (i)&nbsp;any Lender requests compensation under Section&nbsp;2.14, (ii)&nbsp;any Borrower is required
to pay any additional amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section&nbsp;2.16, (iii)&nbsp;any Borrower is required to pay any additional interest to
any Lender pursuant to Section&nbsp;2.20, (iv)&nbsp;any Lender defaults in its obligation to fund Loans
hereunder or (v)&nbsp;any Lender refuses to consent to any amendment, waiver or other modification of
any Loan Document requested by the Borrower that requires the unanimous consent of the Lenders and
such amendment, waiver or other modification is consented to by at least two-thirds of the Lenders,
then the Company may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in Section&nbsp;10.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); <U>provided</U> that (x)&nbsp;the Company
shall have received the prior written consent of the Administrative Agent (and, if a Commitment is
being assigned, the Issuing Bank and Swingline Lender), which consent, in each case, shall not
unreasonably be withheld and (y)&nbsp;such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and funded participations in LC Disbursements and Swingline
Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from
the assignee (to the extent of such outstanding principal, funded participations and accrued
interest and fees) or the Company (in the case of all other amounts). A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling the Company to require such assignment and
delegation cease to apply.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.19. <U>Borrowing Subsidiaries.</U> On or after the Effective Date, the Company may
designate any wholly owned Subsidiary of the Company as a Borrowing Subsidiary by delivery to the
Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the
Company, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a
Borrowing Subsidiary and a party to this Agreement. Upon the execution by the Company and delivery
to the Administrative Agent of a Borrowing Subsidiary Termination with respect to any Borrowing
Subsidiary, such Subsidiary shall cease to be a Borrowing Subsidiary and a party to this Agreement;
<U>provided</U> that no Borrowing Subsidiary Termination will become effective as to any Borrowing
Subsidiary (other than to terminate such Borrowing Subsidiary&#146;s right to make further Borrowings
under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing
Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary
Agreement or Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof
to each Lender, together, if it shall so determine, with a revised Schedule&nbsp;2.19, adjusted to
reflect the addition or deletion of the applicable Borrowing Subsidiary.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.20. <U>Additional Reserve Costs.</U> (a)&nbsp;If and so long as any Lender is required
to make special deposits with the Bank of England, to maintain reserve asset ratios or to pay fees,
in each case in respect of such Lender&#146;s Eurocurrency Loans, such Lender may require the relevant
Borrower to pay, contemporaneously with each payment of interest on each of such Loans, additional
interest on such Loan at a rate per annum equal to the Mandatory Costs Rate calculated in
accordance with the formula and in the manner set forth in Exhibit&nbsp;E hereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;If and so long as any Lender is required to comply with reserve assets, liquidity, cash
margin or other requirements of any monetary or other authority (including any such requirement
imposed by the European Central Bank or the European System of Central Banks, but excluding
requirements reflected in the Statutory Reserve Rate or the Mandatory Costs Rate) in respect of any
of such Lender&#146;s Eurocurrency Loans, such Lender may require the relevant Borrower to pay,
contemporaneously with each payment of interest on each of such Lender&#146;s Eurocurrency Loans subject
to such requirements, additional interest on such Loan at a rate per annum specified by such Lender
to be the cost to such Lender of complying with such requirements in relation to such Loan.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;Any additional interest owed pursuant to paragraph (a)&nbsp;or (b)&nbsp;above shall be determined by
the relevant Lender, which determination shall be conclusive absent manifest error, and notified to
the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before
each date on which interest is payable for the relevant Loan, and such additional interest so
notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for
the account of such Lender on each date on which interest is payable for such Loan.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;A reference to a Lender in this Section&nbsp;2.20 includes any domestic or foreign branch or
Affiliate of such Lender making a Loan as contemplated by Section&nbsp;2.02(b).


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.21. <U>Redenomination of Certain Designated Foreign Currencies.</U> (a)&nbsp;Each
obligation of any party to this Agreement to make a payment denominated in the national currency
unit of any member state of the European Union that adopts the Euro as its lawful currency after
the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with
the EMU Legislation). If, in relation to the currency of any such member state, the basis of
accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent
with any convention or practice in the London Interbank Market for the basis of accrual of interest
in respect of the Euro, such expressed basis shall be replaced by such convention or practice with
effect from the date on which such member state adopts the Euro as its lawful currency;
<U>provided</U> that if any Borrowing in the currency of such member state is outstanding
immediately prior to such date, such replacement shall take effect, with respect to such Borrowing,
at the end of the then current Interest Period.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Each provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent (in consultation with the Company) may from time to time
specify to be appropriate to reflect the adoption of the Euro by any member state of the European
Union and any relevant market conventions or practices relating to the Euro.


<P align="center" style="font-size: 12pt">ARTICLE III



<P align="center" style="font-size: 12pt"><U>Representations and Warranties</U>




<P align="left" style="margin-left:8%; font-size: 12pt">Each of the Company and each Borrowing Subsidiary represents and warrants to the Lenders that:


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 3.01. <U>Organization; Powers.</U> Each Borrower and each Significant Subsidiary is
duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization, has all requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 3.02. <U>Authorization; Enforceability.</U> The Transactions to be entered into by
each Loan Party are within such Loan Party&#146;s corporate powers and have been duly authorized by all
necessary corporate and, if required, stockholder action. This Agreement has been duly executed
and delivered by each of the Company and each Borrowing Subsidiary and constitutes, and each other
Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan
Party, will constitute, a legal, valid and binding obligation of the Company or such Loan Party (as
the case may be), enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors&#146; rights generally and
subject to general principles of equity, regardless of whether considered in a proceeding in equity
or at law.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 3.03. <U>Litigation and Environmental Matters.</U> (a)&nbsp;There are no actions, suits
or proceedings by or before any arbitrator or Governmental Authority pending against or, to the
knowledge of the Company or any Borrower Subsidiary, threatened against or affecting the Company or
any of its Subsidiaries (i)&nbsp;that could reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect or (ii)&nbsp;that involve any of the Loan Documents or the
Transactions.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Except with respect to any matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, neither the Company nor any of its
Subsidiaries (i)&nbsp;has failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law, (ii)&nbsp;has become
subject to any Environmental Liability, (iii)&nbsp;has received notice of any claim with respect to any
Environmental Liability or (iv)&nbsp;knows of any basis for any Environmental Liability.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 3.04. <U>Governmental Approvals; No Conflicts.</U> The Transactions (a)&nbsp;do not
require any consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in full force and effect,
(b)&nbsp;will not violate any applicable law or regulation or the charter, by-laws or other
organizational documents of the Company or any of its Subsidiaries or any order of any Governmental
Authority, (c)&nbsp;will not violate or result in a default under any indenture, agreement or other
instrument binding upon the Company or any of its Subsidiaries or its assets, or give rise to a
right thereunder to require any payment to be made by the Company or any of its Subsidiaries, and
(d)&nbsp;will not result in the creation or imposition of any Lien on any asset of the Company or any of
its Subsidiaries.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 3.05. <U>Compliance with Laws and Agreements.</U> Each of the Company and its
Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority
(including the Patriot Act and the rules, executive orders and regulations promulgated by the U.S.
Department of Treasury&#146;s Office of Foreign Assets Control) applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect. No Default has occurred and is continuing.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 3.06. <U>Taxes.</U> Each of the Company and its Subsidiaries has timely filed or
caused to be filed all Tax returns and reports required to have been filed and has paid or caused
to be paid all Taxes required to have been paid by it, except (a)&nbsp;any Taxes that are being
contested in good faith by appropriate proceedings and for which the Company or such Subsidiary, as
applicable, has set aside on its books adequate reserves or (b)&nbsp;to the extent that the failure to
do so could not reasonably be expected to result in a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 3.07. <U>Margin Regulations.</U> Neither the Company nor any of the Subsidiaries is
engaged principally, or as one of its important activities, in the business of extending credit for
the purpose of purchasing or carrying margin stock (as defined in Regulation&nbsp;U of the Board of
Governors of the Federal Reserve System). No part of the proceeds of any Loan will be used,
whether directly or indirectly, for any purpose that would entail a violation of such Regulation&nbsp;U.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 3.08. <U>Investment and Holding Company Status.</U> Neither the Company nor any of
its Subsidiaries is (a)&nbsp;an &#147;investment company&#148; as defined in, or subject to regulation under, the
Investment Company Act of 1940 or (b)&nbsp;a &#147;holding company&#148; as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 3.09. <U>Labor Matters.</U> As of the Effective Date, there are no strikes, lockouts
or slowdowns against the Company or any Subsidiary pending or, to the knowledge of the Company or
the Borrowing Subsidiaries, threatened that could reasonably be expected to result in a Material
Adverse Effect. The hours worked by and payments made to employees of the Company and the
Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable
Federal, state, local or foreign law dealing with such matters that could reasonably be expected to
result in a Material Adverse Effect. All payments due from the Company or any Subsidiary, or for
which any claim may be made against the Company or any Subsidiary, on account of wages and employee
health and welfare insurance and other benefits, have been paid or accrued as a liability on the
books of the Company or such Subsidiary except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect. The
consummation of the Transactions will not give rise to any right of termination or right of
renegotiation on the part of any union under any collective bargaining agreement to which the
Company or any Subsidiary is bound that could reasonably be expected to result in a Material
Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 3.10. <U>Use of Proceeds.</U> The Company and the Borrowing Subsidiaries will use
the proceeds of the Loans and will request the issuance of Letters of Credit only for purposes set
forth in Section&nbsp;5.09.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 3.11. <U>ERISA.</U> No ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse Effect. Except as
could not reasonably be expected to have a Material Adverse Effect, (a)&nbsp;the present value of all
accumulated benefit obligations under each Plan (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No.&nbsp;87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed the fair market value of the assets of such
Plan and (b)&nbsp;the present value of all accumulated benefit obligations of all underfunded Plans
(based on the assumptions used for purposes of Statement of Financial Accounting Standards No.&nbsp;87)
did not, as of the date of the most recent financial statements reflecting such amounts, exceed the
fair market value of the assets of all such underfunded Plans.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 3.12. <U>Financial Condition; No Material Adverse Change.</U> (a)&nbsp;The Company has
heretofore furnished to the Lenders its consolidated balance sheet and statements of income,
stockholders equity and cash flows audited as of and for the fiscal year ended December&nbsp;31, 2004,
reported on by KPMG LLP, independent public accountants. Such financial statements present fairly,
in all material respects, the financial position and results of operations and cash flows of the
Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with
GAAP.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Except as disclosed in the financial statements referred to above or the notes thereto or
in the Information Memorandum, after giving effect to the Transactions, none of the Company or its
Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term
commitments or unrealized losses.



<P align="left" style="margin-left:8%; font-size: 12pt">(c)&nbsp;Since December&nbsp;31, 2004, there has been no Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 3.13. <U>Properties; Authorizations.</U> (a)&nbsp;Each of the Company and its
Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property
material to its business, except for minor defects in title that do not interfere with its ability
to conduct its business as currently conducted or to utilize such properties for their intended
purposes.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Each of the Company and its Subsidiaries owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents and other intellectual property material to its business, and the
use thereof by the Company and its Subsidiaries does not infringe upon the rights of any other
Person, except for any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 3.14. <U>Full Disclosure.</U> The Company and each Borrowing Subsidiary has
disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which
the Company or any of its Subsidiaries is subject, and all other matters known to any of them,
that, individually or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect. Neither the Information Memorandum nor any of the other reports, financial
statements, certificates or other information furnished by or on behalf of any Loan Party to the
Administrative Agent or any Lender in connection with the negotiation of this Agreement or any
other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other
information so furnished, taken as a whole) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; <U>provided</U> that, with respect to projected
financial information, the Company and the Borrowing Subsidiaries represent only that such
information was prepared in good faith based upon assumptions believed to be reasonable at the
time.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 3.15. <U>Senior Indebtedness; Pari Passu Ranking.</U> The Obligations constitute,
and have been designated as, &#147;Senior Indebtedness&#148;, &#147;Designated Senior Debt&#148;, &#147;Designated Guarantor
Senior Debt&#148; or any equivalent term, however defined, under and as defined in each document or
instrument governing subordinated Indebtedness of the Company or any Subsidiary. The Obligations
rank at least <I>pari passu </I>in right of payment with all other unsecured senior Indebtedness of each
Loan Party.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 3.16. <U>Subsidiaries; Bowne Global Solutions; Guarantee Requirement.</U> (a)
Schedule&nbsp;3.16 sets forth the name of, and the ownership interest of the Company in, each
Significant Subsidiary of the Company and identifies each Subsidiary that is a Loan Party or a
Significant Subsidiary and all the material assets and operations constituting the business segment
known as &#147;Bowne Global Solutions&#148;, in each case as of the Effective Date.



<P align="left" style="margin-left:8%; font-size: 12pt">(b)&nbsp;The Guarantee Requirement has been satisfied.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 3.17. <U>Insurance.</U> Schedule&nbsp;3.17 sets forth a description of all insurance
maintained by or on behalf of the Company and its Subsidiaries as of the Effective Date. As of the
Effective Date, all premiums in respect of such insurance have been paid. The Company and the
Borrowing Subsidiaries believe that the insurance maintained by or on behalf of the Company and its
Subsidiaries is adequate.


<P align="center" style="font-size: 12pt">ARTICLE IV



<P align="center" style="font-size: 12pt"><U>Conditions</U>



<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 4.01. <U>Effective Date.</U> The obligations of the Lenders to make Loans and of the
Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on
which each of the following conditions is satisfied (or waived in accordance with Section&nbsp;10.02):



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a)&nbsp;The Administrative Agent (or its counsel) shall have received from each party
hereto either (i)&nbsp;a counterpart of this Agreement signed on behalf of such party or (ii)
written evidence satisfactory to the Administrative Agent (which may include telecopy or
electronic transmission of a signed signature page of this Agreement) that such party has
signed a counterpart of this Agreement.



<P align="left" style="margin-left:8%; font-size: 12pt">(b)&nbsp;The Guarantee Requirement shall have been satisfied.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(c)&nbsp;The Administrative Agent shall have received such documents and certificates as
the Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of each Loan Party, the authorization of the
Transactions and any other legal matters relating to the Loan Parties, the Loan Documents
or the Transactions, all in form and substance reasonably satisfactory to the
Administrative Agent and its counsel.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(d)&nbsp;The Administrative Agent shall have received a favorable written opinion of each
of (i)&nbsp;Scott L. Spitzer, Esq., General Counsel of the Company, substantially in the form of
Exhibit&nbsp;B-1, and (ii)&nbsp;Simpson Thacher &#038; Bartlett LLP, counsel for the Borrowers,
substantially in the form of Exhibit&nbsp;B-2, and covering such other matters relating to the
Loan Parties, the Loan Documents or the Transactions as the Administrative Agent or the
Required Lenders shall reasonably request. Each of the Company and the Borrowing
Subsidiaries hereby requests such counsel to deliver such opinions.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(e)&nbsp;The Administrative Agent shall have received all reasonable and documented fees
and other amounts due and payable on or prior to the Effective Date, including, to the
extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees,
charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party
hereunder or under any other Loan Document.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(f)&nbsp;The Existing Credit Agreement and the commitments thereunder shall have been
terminated, the loans and other amounts outstanding or payable thereunder shall have been
paid in full, all letters of credit outstanding thereunder shall have expired or been
terminated or shall be Existing Letters of Credit, and all liens securing such loans and
other amounts shall have been released.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(g)&nbsp;The Administrative Agent shall have received a certificate, dated the Effective
Date and signed by the President, a Vice President or a Financial Officer of the Company,
confirming compliance with the conditions set forth in paragraphs (a)&nbsp;and (b)&nbsp;of Section
4.02 and in paragraph (b)&nbsp;of this Section.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(h)&nbsp;The Lenders shall have received all documentation and other information required
by bank regulatory authorities under applicable &#147;know your customer&#148; and anti-money
laundering rules and regulations, including the U.S.A. Patriot Act.


<P align="left" style="font-size: 12pt">The Administrative Agent shall notify the Borrowers and the Lenders of the Effective Date, and such
notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section
10.02) at or prior to 5:00 p.m., New York City time, on May&nbsp;16, 2005 (and, in the event such
conditions are not so satisfied or waived, the Commitments shall terminate at such time).


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 4.02. <U>Each Credit Event.</U> The obligation of each Lender to make a Loan on the
occasion of any Borrowing, and of the Issuing Bank to issue any Letter of Credit or to amend, renew
or extend any Letter of Credit in a manner that increases the amount thereof, is subject to receipt
of the request therefor in accordance herewith (which shall be deemed to have been made in respect
of the Existing Letters of Credit to be deemed to be issued hereunder on the Effective Date) and to
the satisfaction of the following conditions:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;The representations and warranties of each Loan Party set forth in the Loan Documents
shall be true and correct in all material respects on and as of the date of such Borrowing or the
date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;At the time of and immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have
occurred and be continuing.


<P align="left" style="font-size: 12pt">Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be
deemed to constitute a representation and warranty by the Company and the Borrowing Subsidiaries on
the date thereof as to the matters specified in paragraphs (a)&nbsp;and (b)&nbsp;of this Section.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 4.03. <U>Initial Borrowing by each Borrowing Subsidiary.</U> The initial obligation
of each Lender to make Loans and of the Issuing Bank to issue any Letter of Credit to or for the
account of any Borrowing Subsidiary (other than the Borrowing Subsidiaries party hereto on the date
hereof) is subject to the satisfaction (or waiver in accordance with Section&nbsp;10.02) of the
following conditions:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;The Administrative Agent (or its counsel) shall have received such Borrowing Subsidiary&#146;s
Borrowing Subsidiary Agreement, duly executed by all parties thereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The Administrative Agent shall have received such documents and certificates, including
such opinions of counsel, as the Administrative Agent or its counsel may reasonably request
relating to the organization, existence and good standing (to the extent such concept is relevant
to such Person in its jurisdiction of organization) of such Borrowing Subsidiary, the authorization
of the Transactions insofar as they relate to such Borrowing Subsidiary and any other legal matters
reasonably relating to such Borrowing Subsidiary, its Borrowing Subsidiary Agreement or such
Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its
counsel.


<P align="center" style="font-size: 12pt">ARTICLE V



<P align="center" style="font-size: 12pt"><U>Affirmative Covenants</U>



<P align="left" style="font-size: 12pt; text-indent: 8%">Until the Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit
shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Company
covenants and agrees with the Lenders as to itself and its subsidiaries and each Borrowing
Subsidiary covenants and agrees with the Lenders as to itself and its subsidiaries that:


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 5.01. <U>Financial Statements and Other Information.</U> The Company will furnish to
the Administrative Agent, which will make available by means of electronic posting to each Lender:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a)&nbsp;as soon as available and, in any event, within 90&nbsp;days after the end of each
fiscal year of the Company, its audited consolidated balance sheet and related statements
of operations, stockholders&#146; equity and cash flows as of the end of and for such year,
setting forth in each case in comparative form the figures for the previous fiscal year,
all reported on by KPMG LLP or other independent public accountants of recognized national
standing (including any firm in the top ten) (without a &#147;going concern&#148; or like
qualification or exception and without any qualification or exception as to the scope of
such audit) to the effect that such consolidated financial statements present fairly in all
material respects the financial condition and results of operations of the Company and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b)&nbsp;as soon as available and, in any event, within 45&nbsp;days after the end of each of
the first three fiscal quarters of each fiscal year of the Company, its consolidated
balance sheet and related statements of operations, stockholders&#146; equity and cash flows as
of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the corresponding period or
periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal
year, all certified by one of its Financial Officers as presenting fairly in all material
respects the financial condition and results of operations of the Company and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of footnotes;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(c)&nbsp;concurrently with any delivery of financial statements under clause (a)&nbsp;or (b)
above, a certificate of a Financial Officer of the Company (A)&nbsp;certifying as to whether a
Default has occurred and, if a Default has occurred, specifying the details thereof and any
action taken or proposed to be taken with respect thereto and (B)&nbsp;setting forth reasonably
detailed calculations demonstrating compliance with Sections&nbsp;6.11 and 6.12;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(d)&nbsp;concurrently with any delivery of financial statements under clause (a)&nbsp;above, a
certificate of the accounting firm that reported on such financial statements stating
whether they obtained knowledge during the course of their examination of such financial
statements of any Default under Section&nbsp;6.11 or 6.12 (which certificate may be limited to
the extent required by accounting rules or guidelines);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(e)&nbsp;no more than 90&nbsp;days after the commencement of each fiscal year of the Company, a
detailed consolidated budget for such fiscal year (including a projected consolidated
balance sheet and related statements of projected operations and cash flow as of the end of
and for such fiscal year and setting forth the assumptions used for purposes of preparing
such budget);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(f)&nbsp;promptly after the same become publicly available, copies of all periodic and
other reports, proxy statements and other materials filed by the Company or any Subsidiary
with the Securities and Exchange Commission, or any Governmental Authority succeeding to
any or all of the functions of said Commission, or with any national securities exchange,
as the case may be; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(g)&nbsp;promptly following any request therefor, such other information regarding the
properties, operations, business affairs and financial condition of the Company or any
Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent
or any Lender may reasonably request.


<P align="left" style="font-size: 12pt; text-indent: 8%">Information required to be delivered pursuant to this Section&nbsp;5.01 shall be deemed to have
been delivered if such information, or one or more annual or quarterly reports containing such
information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to
which the Lenders have been granted access or shall be available on the website of the Securities
and Exchange Commission at <U>http://www.sec.gov</U> (and a confirming electronic correspondence
shall have been delivered or caused to be delivered to the Lenders providing notice of such posting
or availability). Information required to be delivered pursuant to this Section&nbsp;5.01 may also be
delivered by electronic communications pursuant to procedures approved by the Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 5.02. <U>Notices of Material Events.</U> The Company will furnish to the
Administrative Agent and each Lender prompt written notice of the following:



<P align="left" style="margin-left:8%; font-size: 12pt">(a)&nbsp;the occurrence of any Default;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b)&nbsp;the filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting the Company or any Affiliate
thereof that, if adversely determined, could reasonably be expected to result in a Material
Adverse Effect;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(c)&nbsp;the occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, could reasonably be expected to result in liability of the
Company and its Subsidiaries in an aggregate amount exceeding $10,000,000; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(d)&nbsp;any other development that results in, or could reasonably be expected to result
in, a Material Adverse Effect.


<P align="left" style="font-size: 12pt">Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer
or other executive officer of the Company setting forth the details of the event or development
requiring such notice and any action taken or proposed to be taken with respect thereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 5.03. <U>Existence; Conduct of Business.</U> Each of the Company and each Borrowing
Subsidiary will, and will cause each of its Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect (a)&nbsp;the rights, licenses, permits,
privileges, franchises, patents, copyrights, trademarks, trade names and, in the case of
Subsidiaries that are not Significant Subsidiaries, its legal existence, except where the failure
to do so, individually or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect and (b)&nbsp;in the case of the Company and each Significant Subsidiary, its
legal existence; <U>provided</U> that the foregoing shall not prohibit any merger, consolidation,
liquidation or dissolution permitted under Section&nbsp;6.03.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 5.04. <U>Payment of Obligations.</U> The Company and each Borrowing Subsidiary will,
and will cause each of its Subsidiaries to, pay its material Indebtedness and other material
obligations, including material Tax liabilities, before the same shall become delinquent or in
default, except where (a)&nbsp;the validity or amount thereof is being contested in good faith by
appropriate proceedings, (b)&nbsp;the Company or such Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP, (c)&nbsp;such contest effectively suspends
collection of the contested obligation and the enforcement of any Lien securing such obligation and
(d)&nbsp;the failure to make payment pending such contest could not reasonably be expected to result in
a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 5.05. <U>Maintenance of Properties.</U> The Company and each Borrowing Subsidiary
will, and will cause each of its Subsidiaries to, keep and maintain all property material to the
conduct of its business in good working order and condition, ordinary wear and tear excepted.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 5.06. <U>Compliance with Laws.</U> The Company and each Borrowing Subsidiary will,
and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of
any Governmental Authority (including the Patriot Act and the rules, executive orders and
regulations promulgated by the U.S. Department of Treasury&#146;s Office of Foreign Assets Control)
applicable to it or its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 5.07. <U>Books and Records; Inspection and Audit Rights.</U> The Company and each
Borrowing Subsidiary will, and will cause each of its Subsidiaries to, keep proper books of record
and account in which full, true and correct entries are made of all dealings and transactions in
relation to its business and activities. The Company will, and will cause each of its Subsidiaries
to, permit any representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its
books and records, and to discuss its affairs, finances and condition with its officers and
independent accountants, all at such reasonable times and as often as reasonably requested but, in
the case of the Lenders, no more frequently than once per fiscal year, unless an Event of Default
has occurred and is continuing.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 5.08. <U>Insurance.</U> The Company and each Borrowing Subsidiary will, and will
cause each of its Subsidiaries to, maintain, with financially sound and reputable insurance
companies (a)&nbsp;insurance in such amounts (with no greater risk retention) and against such risks as
are customarily maintained by companies of established repute engaged in the same or similar
businesses operating in the same or similar locations and (b)&nbsp;all insurance required to be
maintained pursuant to the Security Documents. The Company will furnish to the Lenders, upon
request of the Administrative Agent, information in reasonable detail as to the insurance so
maintained.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 5.09. <U>Use of Proceeds and Letters of Credit.</U> The proceeds of the Revolving
Loans and Swingline Loans will be used only for general corporate purposes of the Company and its
Subsidiaries, including the refinancing of Indebtedness and the financing of working capital
requirements. No part of the proceeds of any Loan will be used, whether directly or indirectly,
for any purpose that entails a violation of any of the Regulations of the Board, including
Regulations U and X. Letters of Credit will be issued only for general corporate purposes.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 5.10. <U>Senior Debt Status; Pari Passu Ranking</U>. In the event that the Company
or any other Loan Party shall at any time issue or have outstanding any Indebtedness that by its
terms is subordinated to any other Indebtedness of the Company or such Subsidiary, the Company
shall take or cause such Subsidiary to take all such actions as shall be necessary to cause the
Obligations to constitute senior indebtedness (however denominated) in respect of such subordinated
Indebtedness and to enable the Lenders to have and exercise any payment blockage or other remedies
available or potentially available to holders of senior indebtedness under the terms of such
subordinated Indebtedness. Without limiting the foregoing, the Obligations are hereby designated
as &#147;senior indebtedness&#148; and, if relevant, as &#147;designated senior indebtedness&#148; in respect of all
such subordinated Indebtedness and are further given all such other designations as shall be
required under the terms of any such subordinated Indebtedness in order that the Lenders may have
and exercise any payment blockage or other remedies available or potentially available to holders
of senior indebtedness under the terms of such subordinated indebtedness. The Company shall take
or cause each Loan Party to take all such actions as shall be necessary to cause the Obligations to
rank at least <I>pari passu </I>in right of payment with all other present and future unsecured senior
Indebtedness of such Loan Party, which is not expressed to be subordinate or junior in rank to any
other unsecured senior Indebtedness of such Loan Party.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 5.11. <U>Significant Subsidiaries.</U> (a)&nbsp;If any additional Subsidiary which is a
Significant Subsidiary is formed, acquired or designated as such after the Effective Date, the
Company will, within ten Business Days after such Subsidiary is formed, acquired or so designated,
notify the Administrative Agent and the Lenders thereof and cause the Guarantee Requirement to be
satisfied with respect to such Subsidiary.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;If the total consolidated assets or the Consolidated EBITDA of the Significant
Subsidiaries, together with the directly owned assets of the Company and the portion of
Consolidated EBITDA directly attributable to income and cash flows of the Company, represent less
than 90% of the Consolidated Total Assets or Consolidated EBITDA of the Company and its Domestic
Subsidiaries at any relevant date or for any relevant period referred to above, the Company will
designate Subsidiaries as Significant Subsidiaries as contemplated by clause (d)&nbsp;of the definition
of &#147;Significant Subsidiary&#148; as necessary to eliminate such deficiency.


<P align="center" style="font-size: 12pt">ARTICLE VI



<P align="center" style="font-size: 12pt"><U>Negative Covenants</U>



<P align="left" style="font-size: 12pt; text-indent: 8%">Until the Commitments have expired or terminated and the principal of and interest on each
Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired
or terminated and all LC Disbursements shall have been reimbursed, the Company agrees with the
Lenders as to itself and its subsidiaries and each Borrowing Subsidiary covenants and agrees with
the Lenders as to itself and its subsidiaries that:


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 6.01. <U>Indebtedness; Certain Equity Securities.</U> The Company will not, and will
not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness or any
preferred stock or other preferred Equity Interests, except:



<P align="left" style="margin-left:8%; font-size: 12pt">(a)&nbsp;Indebtedness created under the Loan Documents;


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;the Company&#146;s Convertible Notes, and other Subordinated Debt in an aggregate amount that,
taken together with the outstanding principal amount of the Convertible Notes (and any extensions,
renewals and replacements referred to below), does not exceed $75,000,000 at any time and
extensions, renewals and replacements of such Indebtedness that are subordinated on substantially
the same terms and do not increase the outstanding principal amount thereof or result in an earlier
maturity date or decreased weighted average life thereof; <U>provided</U> that (x)&nbsp;any such
refinancing Indebtedness shall be unsecured and (y)&nbsp;only the obligors in respect of such
Subordinated Debt (or any extension, renewal or replacement of the Indebtedness in respect thereof
permitted hereunder) may become obligated with respect to any such refinancing Indebtedness;


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;Indebtedness existing on the date hereof and set forth in Schedule&nbsp;6.01 and any extension,
renewal, refinancing or replacement of any such Indebtedness that does not increase the outstanding
principal amount thereof or change the parties directly or indirectly responsible for the payment
of such Indebtedness; <U>provided</U> that (A)&nbsp;any such refinancing or replacement Indebtedness
shall not have a shorter maturity than the Indebtedness refinanced or replaced or a requirement not
applicable to the Indebtedness refinanced or replaced that such Indebtedness be prepaid, redeemed,
repurchased or defeased on one or more scheduled dates or upon the happening of one or more events
(other than events of default or change of control events) before the maturity of the Indebtedness
refinanced or replaced, (B)&nbsp;no such refinancing or replacement Indebtedness shall be secured by any
collateral not securing the Indebtedness refinanced or replaced and (C)&nbsp;any such refinancing or
replacement of Indebtedness under any revolving credit or similar facility shall be accompanied by
the termination of the portion of the commitments under such facility under which such refinanced
or replaced Indebtedness shall have been outstanding;


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;Indebtedness of the Company to any Subsidiary and of any Subsidiary to the Company or any
other Subsidiary; <U>provided</U> that Indebtedness of any Subsidiary that is not a Subsidiary
Loan Party to the Company or any Subsidiary Loan Party shall be subject to Section&nbsp;6.04;


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;Guarantees by the Company of Indebtedness of any Subsidiary and by any Subsidiary of
Indebtedness of the Company or any other Subsidiary; <U>provided</U> that Guarantees by the
Company or any Subsidiary Loan Party of Indebtedness of any Subsidiary that is not a Subsidiary
Loan Party shall be subject to Section&nbsp;6.04;


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;Indebtedness of the Company or any Subsidiary incurred to finance the acquisition,
construction or improvement of any fixed or capital assets, including Capital Lease Obligations,
Synthetic Lease Obligations, Attributable Debt in respect of Sale-Leaseback Transactions and any
Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on
any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any
such Indebtedness that do not increase the outstanding principal amount thereof or result in an
earlier maturity date or decreased weighted average life thereof; <U>provided</U> that (A)&nbsp;such
Indebtedness is incurred prior to or within 180&nbsp;days after such acquisition or the completion of
such construction or improvement and (B)&nbsp;the aggregate principal amount of Indebtedness permitted
by this clause (f)&nbsp;shall not exceed $25,000,000 at any time outstanding;


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;Indebtedness of any Person that becomes a Subsidiary after the date hereof;
<U>provided</U> that (A)&nbsp;such Indebtedness exists at the time such Person becomes a Subsidiary and
is not created in contemplation of or in connection with such Person becoming a Subsidiary and (B)
the aggregate principal amount of Indebtedness permitted by this clause (vii)&nbsp;shall not exceed
$25,000,000 at any time outstanding;



<P align="left" style="margin-left:8%; font-size: 12pt">(h)&nbsp;preferred stock or preferred Equity Interests of the Company; and


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;other (A)&nbsp;unsecured Indebtedness of the Company or any Subsidiary or (B)&nbsp;preferred stock
or preferred Equity Interests of any Subsidiary, in an aggregate principal amount under clause (A)
and (B)&nbsp;not exceeding $50,000,000 at any time outstanding, of which no more than $35,000,000 may be
created, incurred, assumed or permitted to exist by Subsidiaries that are not Subsidiary Loan
Parties.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 6.02. <U>Liens.</U> The Company will not, and will not permit any Subsidiary to,
create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter
acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights
in respect of any thereof, except:



<P align="left" style="margin-left:8%; font-size: 12pt">(a)&nbsp;Liens created under the Loan Documents;



<P align="left" style="margin-left:8%; font-size: 12pt">(b)&nbsp;Permitted Encumbrances;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(c)&nbsp;any Lien on any property or asset of the Company or any Subsidiary existing on the
date hereof and set forth in Schedule&nbsp;6.02; <U>provided</U> that (i)&nbsp;such Lien shall not
apply to any other property or asset of the Company or any Subsidiary and (ii)&nbsp;such Lien
shall secure only those obligations which it secures on the date hereof and extensions,
renewals and replacements thereof that do not increase the outstanding principal amount
thereof;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(d)&nbsp;any Lien existing on any property or asset prior to the acquisition thereof by the
Company or any Subsidiary or existing on any property or asset of any Person that becomes a
Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary;
<U>provided</U> that (A)&nbsp;such Lien is not created in contemplation of or in connection
with such acquisition or such Person becoming a Subsidiary , as the case may be, (B)&nbsp;such
Lien shall not apply to any other property or assets of the Company or any Subsidiary and
(C)&nbsp;such Lien shall secure only those obligations which it secures on the date of such
acquisition or the date such Person becomes a Subsidiary, as the case may be;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(e)&nbsp;Liens on fixed or capital assets acquired, constructed or improved by the Company
or any Subsidiary; <U>provided</U> that (A)&nbsp;such Liens secure Indebtedness permitted by
Section&nbsp;6.01(f), (B)&nbsp;such Liens and the Indebtedness secured thereby are incurred prior to
or within 180&nbsp;days after such acquisition or the completion of such construction or
improvement, (C)&nbsp;the Indebtedness secured thereby does not exceed the cost of acquiring,
constructing or improving such fixed or capital assets and (D)&nbsp;such Liens shall not apply
to any other property or assets of the Company or any Subsidiary; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(f)&nbsp;other Liens that do not, individually or in the aggregate, secure obligations (or
encumber property with a fair market value) in excess of $15,000,000 at any one time.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 6.03. <U>Fundamental Changes.</U> (a)&nbsp;The Company will not, nor will it permit any
Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge
into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction
or in a series of transactions) all or substantially all the assets (whether now owned or hereafter
acquired) of the Company, except that, (i)&nbsp;the Company and any Subsidiary may purchase and sell
inventory in the ordinary course of business, (ii)&nbsp;sales of Equity Interests that are permitted
under paragraphs (d)&nbsp;or (e)&nbsp;of Section&nbsp;6.04 may be effected through a Subsidiary merger and (iii)
if at the time thereof and immediately after giving effect thereto no Default shall have occurred
and be continuing, (w)&nbsp;any Person may merge into the Company in a transaction in which the Company
is the surviving corporation, (x)&nbsp;any Person (other than the Company) may merge into any Subsidiary
in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is
a Loan Party) is a Loan Party, (y)&nbsp;any Subsidiary (other than a Loan Party) may liquidate or
dissolve if the Company determines in good faith that such liquidation or dissolution is in the
best interests of the Company and is not materially disadvantageous to the Lenders and (z)&nbsp;any
Subsidiary may sell, lease, transfer or otherwise dispose of all or substantially all of its assets
to the Company or any other Subsidiary if (A)&nbsp;such sale, lease, transfer or other disposal shall
not be from (1)&nbsp;the Company or any Domestic Subsidiary to a Foreign Subsidiary or (2)&nbsp;the Company
or any wholly owned Subsidiary to a Subsidiary that is not wholly owned and (B)&nbsp;no person other
than the Company or a wholly owned Subsidiary receives any consideration; <U>provided</U> that any
such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such
merger shall not be permitted unless also permitted by Section&nbsp;6.04.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The Company will not, and will not permit any of its Subsidiaries to, engage to any
material extent in any business other than businesses of the type conducted by the Company and its
Subsidiaries on the date of this Agreement and businesses reasonably related thereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 6.04. <U>Investments, Loans, Advances, Guarantees and Acquisitions.</U> The Company
will not, and will not permit any of the Subsidiaries to, purchase, hold or acquire (including
pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger)
any Equity Interests in or evidences of indebtedness or other securities (including any option,
warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or
advances to, Guarantee any obligations of, or make or permit to exist any investment or any other
interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of
transactions) any assets of any other Person constituting a business unit, except:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a)&nbsp;Permitted Acquisitions; <U>provided</U> that the total consideration (including
any Indebtedness of the acquired Person that is assumed or repaid by the Company or any
Subsidiary following such acquisition) paid in respect of Permitted Acquisitions in any
period of four consecutive fiscal quarters shall not exceed $100,000,000 in aggregate;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b)&nbsp;acquisition by the Company and its Subsidiaries of less than all or substantially
all of the Equity Interests in a Person that will not become a Guarantor immediately upon
the acquisition of such Equity Interests; <U>provided</U> that the total consideration
(including any Indebtedness of the acquired Person that is assumed or repaid by the Company
or any Subsidiary following such acquisition) paid in respect of such acquisitions in any
period of four consecutive fiscal quarters shall not exceed $25,000,000;



<P align="left" style="margin-left:8%; font-size: 12pt">(c)&nbsp;Permitted Investments;



<P align="left" style="margin-left:8%; font-size: 12pt">(d)&nbsp;investments existing on the date hereof and set forth on Schedule&nbsp;6.04;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(e)&nbsp;investments by the Company and its Subsidiaries in Equity Interests in their
respective Subsidiaries; <U>provided</U> that the aggregate amount of investments by the
Company and Subsidiary Loan Parties in, loans and advances by the Company and Subsidiary
Loan Parties to, and Guarantees by the Company and Subsidiary Loan Parties of Indebtedness
of, Subsidiaries that are not Subsidiary Loan Parties (including all such investments,
loans, advances and Guarantees existing on the Effective Date) shall not exceed $50,000,000
at any time outstanding;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(f)&nbsp;loans or advances made by the Company to any Subsidiary and made by any Subsidiary
to the Company or any other Subsidiary; <U>provided</U> that the amount of such loans and
advances made by the Company or Subsidiary Loan Parties to Subsidiaries that are not
Subsidiary Loan Parties shall be subject to the limitation set forth in clause (e)&nbsp;above;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(g)&nbsp;Guarantees constituting Indebtedness permitted by Section&nbsp;6.01; <U>provided</U>
that (i)&nbsp;a Subsidiary shall not Guarantee the Subordinated Debt unless (A)&nbsp;such Subsidiary
also has Guaranteed the Obligations pursuant to the Guarantee Agreement and (B)&nbsp;such
Guarantee of the Subordinated Debt is subordinated to such Guarantee of the Obligations on
terms no less favorable to the Lenders than the subordination provisions of the
Subordinated Debt and (ii)&nbsp;the aggregate principal amount of Indebtedness of Subsidiaries
that are not Subsidiary Loan Parties that is Guaranteed by any Subsidiary Loan Party shall
be subject to the limitation set forth in clause (d)&nbsp;above; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(h)&nbsp;investments received in connection with the bankruptcy or reorganization of, or
settlement of delinquent accounts and disputes with, customers and suppliers, in each case
in the ordinary course of business.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 6.05. <U>Asset Sales.</U> The Company will not, and will not permit any of its
Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity
Interest owned by it, nor will the Company permit any of the Subsidiaries to issue any additional
Equity Interest in such Subsidiary, except:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a)&nbsp;sales of inventory, used or surplus equipment and Permitted Investments in the
ordinary course of business;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b)&nbsp;sales, transfers and dispositions to the Company or a Subsidiary; <U>provided</U>
that any such sales, transfers or dispositions involving a Subsidiary that is not a
Subsidiary Loan Party shall be made in compliance with Section&nbsp;6.08;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(c)&nbsp;sales, transfers and other dispositions of assets permitted under paragraph (a)&nbsp;of
Section&nbsp;6.03;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(d)&nbsp;sales, transfers and other dispositions of assets that are not permitted by any
other clause of this Section; <U>provided</U> that the aggregate fair market value of all
assets sold, transferred or otherwise disposed of in reliance upon this clause (d)&nbsp;shall
not exceed $50,000,000 during any two consecutive fiscal years of the Company<U>
provided</U> that all sales, transfers and other dispositions permitted by this clause (d)
shall be made for fair value and for at least 75% cash consideration; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(e)&nbsp;sales, transfers and other dispositions of any of the Equity Interests (including
an original issuance or sale of treasury stock) of any of the Persons constituting all or a
portion of the stock or assets of BGS (a &#147;<U>BGS Disposition</U>&#148;); <U>provided</U> that
no Default has occurred and is continuing or would result therefrom; and, <U>provided
further</U>, that (a)&nbsp;after giving effect to the Disposition, the Consolidated EBITDA for
the four consecutive fiscal quarters of the Company immediately preceding such BGS
Disposition, determined on a pro forma basis as if such BGS Disposition had been
consummated on the first day of such period, shall be at least $65,000,000 or (b)&nbsp;if such
Consolidated EBITDA is less than $65,000,000, then, simultaneously with the consummation of
such BGS Disposition, (x)&nbsp;the Commitment of each Lender shall be reduced by an amount equal
to (i)&nbsp;such Lender&#146;s Commitments immediately preceding such BGS Disposition multiplied by
(ii)&nbsp;a fraction, the numerator of which is $65,000,000 minus the Consolidated EBITDA for
the immediately preceding four consecutive fiscal quarters, determined on a pro forma basis
as if such BGS Disposition had taken place on the first day of such period and the
denominator of which is $65,000,000; and (y)&nbsp;the Borrowers shall prepay Borrowings in an
amount sufficient to ensure that the Loans do not exceed the aggregate Commitments as so
reduced.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 6.06. <U>Hedging Agreements.</U> The Company will not, and will not permit any of
the Subsidiaries to, enter into any Hedging Agreement, other than Hedging Agreements entered into
in the ordinary course of business to hedge or mitigate risks to which the Company or any
Subsidiary is exposed in the conduct of its business or the management of its liabilities.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 6.07. <U>Restricted Payments; Certain Payments of Indebtedness.</U> (a)&nbsp;The
Company will not, and will not permit any of the Subsidiaries to, declare or make, or agree to pay
or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except that (i)&nbsp;the Company may declare and pay dividends with respect to its
capital stock payable solely in additional shares of its common stock, (ii)&nbsp;Subsidiaries may
declare and pay dividends ratably with respect to their capital stock, (iii)&nbsp;the Company may make
Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans
for management or employees of the Company and its Subsidiaries (including the open market purchase
of common stock in amounts equal to the proceeds of stock sales under such plans) in an aggregate
amount not exceeding $25,000,000 during any fiscal year, (iv)&nbsp;so long as no Default or Event of
Default shall have occurred and be continuing at the time of or as a result of the making of such
payment, the Company may make Restricted Payments from the net cash proceeds of any sale or other
disposition of any asset in accordance with Section&nbsp;6.05 to the extent that the aggregate amount of
all Restricted Payments under this clause (iv)&nbsp;after the date hereof shall not exceed $100,000,000;
<U>provided</U>, that no Restricted Payment shall be made under this clause (iv)&nbsp;if (A)&nbsp;the
aggregate amount of such Restricted Payment and all prior Restricted Payments under this clause
(iv)&nbsp;would exceed $50,000,000 and (B)&nbsp;at the time of such Restricted Payment the Leverage Ratio
shall be greater than 2.50 to 1.00, and (v)&nbsp;in addition to the Restricted Payments permitted by the
foregoing clauses (i)&nbsp;through (iv), the Company may (A)&nbsp;pay cash dividends in an amount not greater
than $15,000,000 during any fiscal year and (B)&nbsp;the Company may repurchase shares of its capital
stock to the extent that the aggregate consideration for all such purchases after the date hereof
shall not exceed $85,000,000.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The Company will not, and will not permit any of the Subsidiaries to, make or agree to
make, directly or indirectly, any payment or other distribution (whether in cash, securities or
other property) of or in respect of principal of or interest on any Indebtedness that is
subordinated in right of payment to the Obligations or any of them, or any payment or other
distribution (whether in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition, cancelation or
termination of any such Indebtedness, except:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;so long as no Default or Event of Default shall have occurred and be continuing or
would result therefrom, the redemption or repurchase for cash of Convertible Notes for
total consideration of not more than $25,000,000;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;regularly scheduled interest and principal payments as and when due in respect of
any such Indebtedness, to the extent not prohibited by the subordination provisions
applicable to such Indebtedness; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;refinancings of such Indebtedness to the extent permitted by Section&nbsp;6.01(b) or
(c).


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 6.08. <U>Transactions with Affiliates.</U> The Company will not, nor will it permit
any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease
or otherwise acquire any property or assets from, or otherwise engage in any other transactions
with, any of its Affiliates, except (a)&nbsp;transactions at prices and on terms and conditions not less
favorable to the Company or such Subsidiary than could be obtained on an arm&#146;s-length basis from
unrelated third parties, (b)&nbsp;transactions between or among the Company and the Subsidiary Loan
Parties not involving any other Affiliate and (c)&nbsp;any Restricted Payment permitted by Section&nbsp;6.07.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 6.09. <U>Restrictive Agreements.</U> The Company will not, and will not permit any
of the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement
or other arrangement that prohibits, restricts or imposes any condition upon (a)&nbsp;the ability of the
Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or
assets (other than customary negative pledges in borrowing agreements), or (b)&nbsp;the ability of any
Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock
or to make or repay loans or advances to the Company or any other Subsidiary or to Guarantee
Indebtedness of the Company or any other Subsidiary, in each case, with respect to clauses (a)&nbsp;and
(b)&nbsp;above, except to the extent that such prohibition, restriction or condition shall be no more
restrictive than the equivalent provision hereunder; <U>provided</U> that (i)&nbsp;the foregoing shall
not apply to restrictions and conditions imposed by law or by any Loan Document, (ii)&nbsp;the foregoing
shall not apply to restrictions and conditions existing on the date hereof identified on Schedule
6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding
the scope of, any such restriction or condition), (iii)&nbsp;the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending
such sale, <U>provided</U> that such restrictions and conditions apply only to the Subsidiary that
is to be sold and such sale is permitted hereunder, (iv)&nbsp;clause (a)&nbsp;of the foregoing shall not
apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness
permitted by this Agreement if such restrictions or conditions apply only to the property or assets
securing such Indebtedness and (v)&nbsp;clause (a)&nbsp;of the foregoing shall not apply to customary
provisions in leases and other contracts restricting the assignment thereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 6.10. <U>Amendment of Material Documents.</U> The Company will not, and will not
permit any of the Subsidiaries to, amend, modify or waive any of its rights under any agreement or
instrument evidencing or governing Indebtedness that is subordinated in right of payment to the
Obligations or any of them if such amendment, modification or waiver could adversely affect the
rights or interests of the Administrative Agent or the Lenders in any material respect.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 6.11. <U>Interest Expense Coverage Ratio.</U> The Company will not permit the ratio
of (a)&nbsp;Consolidated EBITDA less Capital Expenditures to (b)&nbsp;Consolidated Interest Expense, in each
case for any period of four consecutive fiscal quarters, to be less than 3.00 to 1.00.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 6.12. <U>Leverage Ratio.</U> The Company will not permit the Leverage Ratio as of
the last day of any fiscal quarter to exceed 3.00 to 1.00.


<P align="center" style="font-size: 12pt">ARTICLE VII



<P align="center" style="font-size: 12pt"><U>Events of Default</U>




<P align="left" style="margin-left:8%; font-size: 12pt">If any of the following events (&#147;<U>Events of Default</U>&#148;) shall occur:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a)&nbsp;a Borrower shall fail to pay any principal of any (i)&nbsp;Loan or (ii)&nbsp;any
reimbursement obligation in respect of any LC Disbursement, in each case when and as the
same shall become due and payable, whether at the due date thereof or at a date fixed for
prepayment thereof or otherwise and, in the case of paragraph (ii), such failure shall
continue unremedied for a period of one Business Day;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b)&nbsp;a Borrower shall fail to pay any interest on any Loan or any fee or any other
amount (other than an amount referred to in clause (a)&nbsp;of this Article) payable under this
Agreement or any other Loan Document, when and as the same shall become due and payable,
and such failure shall continue unremedied for a period of three Business Days;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(c)&nbsp;any representation or warranty made or deemed made by or on behalf of the Company
or any Subsidiary in or in connection with any Loan Document or any amendment or
modification thereof or waiver thereunder, or any report, certificate, financial statement
or other document furnished pursuant to or in connection with any Loan Document or any
amendment or modification thereof or waiver thereunder, shall prove to have been incorrect
in any material respect when made or deemed made;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(d)&nbsp;any Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Section&nbsp;5.02, 5.03 (with respect to the existence of the Company) or 5.09 or
in Article&nbsp;VI;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(e)&nbsp;any Loan Party shall fail to observe or perform any covenant, condition or
agreement contained in any Loan Document (other than those specified in clause (a), (b)&nbsp;or
(d)&nbsp;of this Article), and such failure shall continue unremedied for a period of 30&nbsp;days
after notice thereof from the Administrative Agent to the Company (which notice will be
given at the request of any Lender);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(f)&nbsp;the Company or any Subsidiary shall fail to make any payment (whether of principal
or interest and regardless of amount) in respect of any Material Indebtedness, when and as
the same shall become due and payable;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(g)&nbsp;any event or condition occurs that results in any Material Indebtedness becoming
due prior to its scheduled maturity or that enables or permits (with or without the giving
of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or
any trustee or agent on its or their behalf to cause any Material Indebtedness to become
due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to
its scheduled maturity; <U>provided</U> that this clause (g)&nbsp;shall not apply to secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of the property
or assets securing such Indebtedness;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(h)&nbsp;an involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i)&nbsp;liquidation, reorganization or other relief in respect of the Company or
any Significant Subsidiary or its debts, or of a substantial part of its assets, under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or
hereafter in effect or (ii)&nbsp;the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Company or any Subsidiary or for a
substantial part of its assets, and, in any such case, such proceeding or petition shall
continue undismissed for 60&nbsp;days or an order or decree approving or ordering any of the
foregoing shall be entered;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;the Company or any Significant Subsidiary shall (i)&nbsp;voluntarily commence any
proceeding or file any petition seeking liquidation, reorganization or other relief under
any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or
hereafter in effect, (ii)&nbsp;consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in clause (h)&nbsp;of this Article,
(iii)&nbsp;apply for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Company or any Subsidiary or for a
substantial part of its assets, (iv)&nbsp;file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v)&nbsp;make a general assignment for the
benefit of creditors or (vi)&nbsp;take any action for the purpose of effecting any of the
foregoing;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(j)&nbsp;the Company or any Significant Subsidiary shall become unable, admit in writing
its inability or fail generally to pay its debts as they become due;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(k)&nbsp;one or more judgments for the payment of money in an aggregate amount in excess of
$10,000,000 (excluding any amount not covered by independent third-party insurance as to
which the insurer has been notified of such judgment and has not denied coverage) shall be
rendered against the Company, any Subsidiary or any combination thereof and the same shall
remain undischarged for a period of 30 consecutive days during which execution shall not be
effectively stayed, or any action shall be legally taken by a judgment creditor to attach
or levy upon any assets of the Company or any Subsidiary to enforce any such judgment;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(l)&nbsp;an ERISA Event shall have occurred that, in the opinion of the Required Lenders,
when taken together with all other ERISA Events that have occurred, could reasonably be
expected to result in a Material Adverse Effect;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(m)&nbsp;any Guarantee under the Guarantee Agreement for any reason shall cease to be in
full force and effect (other than in accordance with its terms), or any Guarantor shall
assert that the Guarantee Agreement or any Guarantee thereunder has ceased to be or is not
enforceable; or



<P align="left" style="margin-left:8%; font-size: 12pt">(n)&nbsp;a Change in Control shall occur;


<P align="left" style="font-size: 12pt">then, and in every such event (other than an event with respect to the Company described in clause
(h)&nbsp;or (i)&nbsp;of this Article), and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders shall, by notice to the
Company, take either or both of the following actions, at the same or different times: (i)
terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be due and payable),
and thereupon the principal of the Loans so declared to be due and payable, together with accrued
interest thereon and all fees and other obligations of the Company accrued hereunder, shall become
due and payable immediately, without presentment, demand, protest or other notice of any kind, all
of which are hereby waived by the Company; and in case of any event with respect to the Company
described in clause (h)&nbsp;or (i)&nbsp;of this Article, the Commitments shall automatically terminate and
the principal of the Loans then outstanding, together with accrued interest thereon and all fees
and other obligations of the Borrowers accrued hereunder, shall automatically become due and
payable, without presentment, demand, protest or other notice of any kind, all of which are hereby
waived by each Borrower.


<P align="center" style="font-size: 12pt">ARTICLE VIII



<P align="center" style="font-size: 12pt"><U>The Administrative Agent</U>



<P align="left" style="font-size: 12pt; text-indent: 8%">In order to expedite the transactions contemplated by this Agreement, JPMCB is hereby
appointed to act as Administrative Agent on behalf of the Lenders and the Issuing Bank, JPMorgan
Chase Bank, N.A. Each of the Lenders and the Issuing Bank hereby irrevocably authorizes the
Administrative Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms of the Loan Documents, together with such
actions and powers as are reasonably incidental thereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">Any bank serving the Administrative Agent hereunder shall have the same rights and powers in
its capacity as a Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Company, any Borrower or any Subsidiary or other
Affiliate thereof as if it were not the Administrative Agent hereunder.


<P align="left" style="font-size: 12pt; text-indent: 8%">The Administrative Agent shall not have any duties or obligations except those expressly set
forth in the Loan Documents. Without limiting the generality of the foregoing, (a)&nbsp;the
Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b)&nbsp;the Administrative Agent shall not have any
duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is
required to exercise in writing by the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section&nbsp;10.02), and (c)&nbsp;except
as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information relating to the
Company, any Borrower or any Subsidiary that is communicated to or obtained by the bank serving as
the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall
not be liable for any action taken or not taken by it with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section&nbsp;10.02) or in the absence of its own bad faith, gross
negligence or wilful misconduct. The Administrative Agent shall not be deemed to have knowledge of
any Default unless and until written notice thereof is given to the Administrative Agent by a
Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i)&nbsp;any statement, warranty or representation made in or in connection
with any Loan Document, (ii)&nbsp;the contents of any certificate, report or other document delivered
hereunder or in connection herewith, (iii)&nbsp;the performance or observance of any of the covenants,
agreements or other terms or conditions set forth in any Loan Document, (iv)&nbsp;the validity,
enforceability, effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, or (v)&nbsp;the satisfaction of any condition set forth in Article&nbsp;IV or
elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 8%">The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any liability for relying
thereon. The Administrative Agent may consult with legal counsel (who may be counsel for any
Borrower), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.


<P align="left" style="font-size: 12pt; text-indent: 8%">The Administrative Agent may perform any and all its duties and exercise its rights and powers
by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the preceding paragraphs
and the provisions of Section&nbsp;10.03 shall apply to any such sub-agent and to the Related Parties of
the Administrative Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as well as activities
as Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 8%">Subject to the appointment and acceptance of a successor Administrative Agent as provided in
this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the
Issuing Bank and the Company. Upon any such resignation, the Required Lenders shall have the right
to appoint a successor, subject to the reasonable consent of the Company; <U>provided</U> that no
consent of the Company shall be required if a Default has occurred and is continuing. If no
successor shall have been so appointed by the Required Lenders and shall have accepted such
appointment within 30&nbsp;days after the retiring Administrative Agent gives notice of its resignation,
then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint
a successor Administrative Agent which shall be a bank with an office in New York, New York, or an
Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. The fees payable by the
Company to a successor Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Company and such successor. After an Administrative Agent&#146;s
resignation hereunder, the provisions of this Article and Section&nbsp;10.03 shall continue in effect
for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them while it was acting
as Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 8%">Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document, any related agreement or any document furnished
hereunder or thereunder.


<P align="left" style="font-size: 12pt; text-indent: 8%">The parties agree that neither the Sole Lead Arranger nor Sole Bookrunner referred to on the
cover page shall have any powers, duties or responsibilities under this Agreement or any other Loan
Document, except in its capacity, as applicable, as the Administrative Agent, a Lender, the Issuing
Bank or the Swingline Lender hereunder.


<P align="center" style="font-size: 12pt">ARTICLE IX



<P align="center" style="font-size: 12pt"><U>Guarantee</U>



<P align="left" style="font-size: 12pt; text-indent: 8%">In order to induce the Lenders to extend credit to the Borrowing Subsidiaries hereunder and to
induce the Issuing Bank to issue Letters of Credit hereunder, the Company hereby irrevocably and
unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of the
Borrowing Subsidiaries. The Company further agrees that the due and punctual payment of the
Obligations of the Borrowing Subsidiaries may be extended or renewed, in whole or in part, without
notice to or further assent from it, and that it will remain bound upon its guarantee hereunder
notwithstanding any such extension or renewal of any Obligation.


<P align="left" style="font-size: 12pt; text-indent: 8%">The Company waives presentment to, demand of payment from and protest to any Borrowing
Subsidiary of any of the Obligations, and also waives notice of acceptance of its obligations and
notice of protest for nonpayment. The obligations of the Company hereunder shall not be affected
by (a)&nbsp;the failure of the Issuing Bank or any Lender, as the case may be, to assert any claim or
demand or to enforce any right or remedy against any Borrowing Subsidiary under the provisions of
this Agreement any Borrowing Subsidiary Agreement, any other Loan Document or otherwise; (b)&nbsp;any
extension or renewal of any of the Obligations; (c)&nbsp;any rescission, waiver, amendment or
modification of, or release from, any of the terms or provisions of this Agreement, any Borrowing
Subsidiary Agreement or any other Loan Document or agreement; (d)&nbsp;the failure or delay of the
Issuing Bank or any Lender, as the case may be, to exercise any right or remedy against any other
guarantor of the Obligations; (e)&nbsp;the failure of the Issuing Bank or any Lender, as the case may
be, to assert any claim or demand or to enforce any remedy under any Loan Document or any other
agreement or instrument; (f)&nbsp;any default, failure or delay, wilful or otherwise, in the performance
of the Obligations; or (g)&nbsp;any other act, omission or delay to do any other act which may or might
in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of
the Company as a matter of law or equity or which would impair or eliminate any right of the
Company to subrogation.


<P align="left" style="font-size: 12pt; text-indent: 8%">The Company further agrees that its guarantee hereunder constitutes a promise of payment when
due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or
collection of any of the Obligations or operated as a discharge thereof) and not merely of
collection, and waives any right to require that any resort be had by the Issuing Bank or any
Lender, as the case may be, to any balance of any deposit account or credit on the books of the
Issuing Bank or any Lender, as the case may be, in favor of any Borrower or Subsidiary or any other
Person.


<P align="left" style="font-size: 12pt; text-indent: 8%">The obligations of the Company hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason, and shall not be subject to any defense or setoff,
counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or
unenforceability of the Obligations, any impossibility in the performance of the Obligations or
otherwise.


<P align="left" style="font-size: 12pt; text-indent: 8%">The Company further agrees that its obligations hereunder shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is
rescinded or must otherwise be restored by the Issuing Bank or any Lender, as applicable, upon the
bankruptcy or reorganization of any Borrower or otherwise.


<P align="left" style="font-size: 12pt; text-indent: 8%">In furtherance of the foregoing and not in limitation of any other right which the Issuing
Bank or any Lender may have at law or in equity against the Company by virtue hereof, upon the
failure of any Borrowing Subsidiary to pay any Obligation when and as the same shall become due,
whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby
promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or
cause to be paid, to the Administrative Agent for distribution to the Lenders in cash an amount
equal the unpaid principal amount of such Obligation. The Company further agrees that if payment
in respect of any Obligation shall be due in a currency other than US Dollars and/or at a place of
payment other than New York and if, by reason of any legal prohibition, disruption of currency or
foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in
such currency or at such place of payment shall be impossible or, in the reasonable judgment of any
Lender, not consistent with the protection of its rights or interests, then, at the election of
such Lender, the Company shall make payment of such Obligation in US Dollars (based upon the
applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify
such Lender against any losses or expenses (including losses or expenses resulting from
fluctuations in exchange rates) that it shall sustain as a result of such alternative payment.


<P align="left" style="font-size: 12pt; text-indent: 8%">Upon payment in full by the Company of any Obligation of any Borrowing Subsidiary, each Lender
shall, in a reasonable manner, assign to the Company the amount of such Obligation owed to such
Lender and so paid, such assignment to be pro tanto to the extent to which the Obligation in
question was discharged by the Company, or make such disposition thereof as the Company shall
direct (all without recourse to any Lender and without any representation or warranty by any
Lender). Upon payment by the Company of any sums as provided above, all rights of the Company
against any Borrowing Subsidiary arising as a result thereof by way of right of subrogation or
otherwise shall in all respects be subordinated and junior in right of payment to the prior
indefeasible payment in full of all the Obligations owed by such Borrowing Subsidiary to the
Lenders (it being understood that, after the discharge of all the Obligations due and payable from
such Borrowing Subsidiary, such rights may be exercised by the Company notwithstanding that such
Borrowing Subsidiary may remain contingently liable for indemnity or other Obligations).


<P align="center" style="font-size: 12pt">ARTICLE X



<P align="center" style="font-size: 12pt"><U>Miscellaneous</U>



<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.01. <U>Notices.</U> Except in the case of notices and other communications
expressly permitted to be given by telephone and, subject to paragraph (b)&nbsp;below, all notices and
other communications provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:



<P align="left" style="margin-left:3%; font-size: 12pt; text-indent: 5%">(i)&nbsp;if to the Company, to it at 345 Hudson Street, New York, New York 10014, Attention of
Mr.&nbsp;Bill Coote (Telecopy No. (212)&nbsp;229-7392), with a copy to Mr.&nbsp;Scott Spitzer (Telecopy No.
(212)&nbsp;931-1899);



<P align="left" style="margin-left:3%; font-size: 12pt; text-indent: 5%">(ii)&nbsp;if to any Borrowing Subsidiary, to it in care of the Company as provided in
paragraph (i)&nbsp;above;



<P align="left" style="margin-left:3%; font-size: 12pt; text-indent: 5%">(iii)&nbsp;if to the Administrative Agent, the Issuing Bank or the Swingline Lender, to
JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 1111 Fannin, 10th Floor, Houston,
Texas 77002, Attention of Kyuten Ta (Telecopy No. (713)&nbsp;750-2938), with a copy to JPMorgan
Chase Bank, N.A., 270 Park Avenue, New York, New York 10017, Attention of Jay Droogan
(Telecopy No. (212)&nbsp;270 1063); and



<P align="left" style="margin-left:3%; font-size: 12pt; text-indent: 5%">(iv)&nbsp;if to any other Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent;
<U>provided</U> that the foregoing shall not apply to notices pursuant to Article&nbsp;II unless
otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent
or the Company may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it; <U>provided</U> that
approval of such procedures may be limited to particular notices or communications.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the Administrative Agent and to the Company. All notices and
other communications given to any party hereto in accordance with the provisions of this Agreement
shall be deemed to have been given on the date of receipt.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.02. <U>Waivers; Amendments.</U> (a)&nbsp;No failure or delay by the Administrative
Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other
Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any other right or power.
The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and
under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of any Loan Document or consent to any
departure by any Loan Party therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b)&nbsp;of this Section, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given. Without limiting the generality of
the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing
Bank may have had notice or knowledge of such Default at the time.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may
be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or
agreements in writing entered into by the Company and the Required Lenders or, in the case of any
other Loan Document, pursuant to an agreement or agreements in writing entered into by the
Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with
the consent of the Required Lenders; <U>provided</U> that no such agreement shall (i)&nbsp;increase the
Commitment of any Lender without the written consent of such Lender, (ii)&nbsp;reduce the principal
amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender directly affected thereby, (iii)
postpone the maturity of any Loan, or the required date of reimbursement of any LC Disbursement, or
any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive
or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without
the written consent of each Lender directly affected thereby, (iv)&nbsp;change Section&nbsp;2.17(b) or (c)&nbsp;in
a manner that would alter the pro rata sharing of payments required thereby, without the written
consent of each Lender directly affected thereby, (v)&nbsp;change any of the provisions of this Section
or the percentage set forth in the definition of &#147;Required Lenders&#148; or any other provision of any
Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to
waive, amend or modify any rights thereunder or make any determination or grant any consent
thereunder, without the written consent of each Lender (or each Lender of such Class, as the case
may be) or (vi)&nbsp;release the Company or all or substantially all Subsidiary Loan Parties from their
Guarantees under the Guarantee Agreement (except as expressly provided in the Guarantee Agreement),
or limit their liability in respect of such Guarantee, without the written consent of each Lender;
<U>provided further</U> that no such agreement shall amend, modify or otherwise affect the rights
or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender without the prior
written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case
may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an
agreement in writing entered into by the Company, the Required Lenders and the Administrative Agent
(and, if their rights or obligations are affected thereby, the Issuing Bank, the Swingline Lender
or the Administrative Agent) if (i)&nbsp;by the terms of such agreement the Commitment of each Lender
not consenting to the amendment provided for therein shall terminate upon the effectiveness of such
amendment and (ii)&nbsp;at the time such amendment becomes effective, each Lender not consenting thereto
receives payment in full of the principal of and interest accrued on each Loan made by it and all
other amounts owing to it or accrued for its account under this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.03. <U>Expenses; Indemnity; Damage Waiver.</U> (a)&nbsp;The Borrowers shall pay (i)
all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of counsel for the Administrative Agent,
in connection with the syndication of the credit facilities provided for herein, the preparation
and administration of the Loan Documents or any amendments, modifications or waivers of the
provisions thereof (whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii)&nbsp;all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder (in the case of the Existing Letters of Credit, without duplication of any fees
or expenses previously paid in connection with any issuance, amendment, renewal or extension
thereof) and (iii)&nbsp;all out-of-pocket expenses incurred by the Administrative Agent, the Issuing
Bank or any Lender, including the fees, charges and disbursements of any counsel for the
Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or
protection of its rights in connection with the Loan Documents, including its rights under this
Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all
such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The Borrowers shall indemnify the Administrative Agent, the Issuing Bank and each Lender,
and each Related Party of any of the foregoing Persons (each such Person being called an
&#147;<U>Indemnitee</U>&#148;) against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including (x)&nbsp;the fees, charges and disbursements of any
counsel for any Indemnitee, incurred by or asserted against any Indemnitee and (y)&nbsp;to the extent
that any Loan is denominated in any Designated Foreign Currency, the costs and expenses of such
Lender attributable to the premature unwinding of any Hedging Agreement entered into by such Lender
in respect of the foreign currency exposure attribtable to such Loan, in each case arising out of,
in connection with, or as a result of (i)&nbsp;the execution or delivery of any Loan Document or any
agreement or instrument contemplated thereby, the performance by the parties to the Loan Documents
of their respective obligations thereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii)&nbsp;any Loan or Letter of Credit or the use of the proceeds
therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter
of Credit if the documents presented in connection with such demand do not strictly comply with the
terms of such Letter of Credit) , (iii)&nbsp;any actual or alleged presence or Release of Hazardous
Materials on or from any property currently or formerly owned or operated by the Company or any of
its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its
Subsidiaries, or (iv)&nbsp;any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is
instituted by a third party or by a Borrower or any other Loan Party); <U>provided</U> that such
indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses resulted from the gross negligence or wilful misconduct of
such Indemnitee or from the breach by such person of its obligations under any Loan Document.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;To the extent that the Borrowers fail to pay any amount required to be paid by them to the
Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a)&nbsp;or (b)&nbsp;of this
Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the
Swingline Lender, as the case may be, such Lender&#146;s pro rata share (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount;
<U>provided</U> that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the Administrative Agent,
the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender&#146;s
&#147;pro rata share&#148; shall be determined based upon its share of the sum of the total Revolving
Exposures and unused Commitments at the time.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;To the extent permitted by applicable law, no Borrower shall assert, and each hereby
waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or any Letter of Credit or the use of the proceeds thereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;All amounts due under this Section shall be payable promptly after written demand
therefor.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.04. <U>Successors and Assigns.</U> (a)&nbsp;The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of
Credit), except that (i)&nbsp;no Borrower may assign or otherwise transfer any of its rights or
obligations hereunder or under any Borrowing Subsidiary Agreement without the prior written consent
of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall
be null and void) and (ii)&nbsp;no Lender may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues
any Letter of Credit), Participants (to the extent provided in paragraph (c)&nbsp;of this Section) and,
to the extent expressly contemplated hereby, the Related Parties of the Administrative Agent, the
Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;(i)&nbsp;Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
to one or more assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to it) with the prior
written consent (such consent not to be unreasonably withheld) of:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(A)&nbsp;the Company; <U>provided</U> that no consent of the Company shall be required for
an assignment to a Lender, an Affiliate of a Lender or, if an Event of Default has occurred
and is continuing, any other assignee;



<P align="left" style="margin-left:8%; font-size: 12pt">(B)&nbsp;the Administrative Agent; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(C)&nbsp;the Issuing Bank (other than the issuers of Existing Letters of Credit in such
capacity).



<P align="left" style="margin-left:8%; font-size: 12pt">(ii)&nbsp;Assignments shall be subject to the following additional conditions:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(A)&nbsp;except in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender&#146;s Commitment, the amount
of the Commitment of the assigning Lender subject to each such assignment (determined as of
the date the Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000, unless each of the Company and the
Administrative Agent otherwise consent; <U>provided</U> that no such consent of the
Company shall be required if an Event of Default has occurred and is continuing;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(B)&nbsp;each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender&#146;s rights and obligations under this Agreement;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(C)&nbsp;the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee of
$3,500; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(D)&nbsp;the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire.


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and Assumption the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption,
be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender&#146;s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of
Sections&nbsp;2.14, 2.15, 2.16 and 10.03). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section&nbsp;10.04 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (c)&nbsp;of this Section.


<P align="left" style="font-size: 12pt; text-indent: 8%">(iv)&nbsp;The Administrative Agent, acting for this purpose as an agent of each Borrower, shall
maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the Commitment of, and
principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms
hereof from time to time (the &#147;<U>Register</U>&#148;). The entries in the Register shall be
conclusive, and the Borrowers, the Administrative Agent, the Issuing Bank and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by any Borrower, the Issuing Bank and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.


<P align="left" style="font-size: 12pt; text-indent: 8%">(v)&nbsp;Upon its receipt of a duly completed Assignment and Assumption executed by an assigning
Lender and an assignee, the assignee&#146;s completed Administrative Questionnaire (unless the assignee
shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph
(b)&nbsp;of this Section and any written consent to such assignment required by paragraph (b)&nbsp;of this
Section, the Administrative Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register. No assignment shall be effective for purposes of
this Agreement unless it has been recorded in the Register as provided in this paragraph.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;(i)&nbsp;Any Lender may, without the consent of or notice to any Borrower, the Administrative
Agent, the Issuing Bank or the Swingline Lender, sell participations to one or more banks or other
entities (a &#147;<U>Participant</U>&#148;) in all or a portion of such Lender&#146;s rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans owing to it);
<U>provided</U> that (A)&nbsp;such Lender&#146;s obligations under this Agreement shall remain unchanged,
(B)&nbsp;such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (C)&nbsp;the Borrowers, the Administrative Agent, the Issuing Bank and the other
Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender&#146;s rights and obligations under the Loan Documents. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce the Loan Documents and to approve any amendment, modification or waiver of any
provision of the Loan Documents; <U>provided</U> that such agreement or instrument may provide
that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section&nbsp;10.02(b) that directly affects
such Participant. Subject to paragraph (c)(ii) of this Section, each Borrower agrees that each
Participant shall be entitled to the benefits of Sections&nbsp;2.14, 2.15 and 2.16 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b)&nbsp;of
this Section. To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section&nbsp;10.08 as though it were a Lender, provided such Participant agrees to be
subject to Section&nbsp;2.17(c) as though it were a Lender.


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;A Participant shall not be entitled to receive any greater payment under Section&nbsp;2.14,
2.16 or 2.20 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to such Participant is
made with the Company&#146;s prior written consent. A Participant that would be a Foreign Lender if it
were a Lender shall not be entitled to the benefits of Section&nbsp;2.16 unless the Company is notified
of the participation sold to such Participant and such Participant agrees, for the benefit of the
Company, to comply with Section&nbsp;2.16(e) as though it were a Lender.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; <U>provided</U> that no such pledge or
assignment of a security interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.05. <U>Survival.</U> All covenants, agreements, representations and warranties
made by the Loan Parties herein, in the other Loan Documents and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement or any other Loan Document
shall be considered to have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at the time any credit
is extended hereunder, and shall continue in full force and effect as long as the principal of or
any accrued interest on any Loan or any fee or any other amount payable under this Agreement is
outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have
not expired or terminated. The provisions of Sections&nbsp;2.14, 2.15, 2.16 and 10.03 and Article&nbsp;VIII
shall survive and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the
Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.06. <U>Counterparts; Integration; Effectiveness.</U> This Agreement may be
executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single
contract. This Agreement, the other Loan Documents and any separate letter agreements with respect
to fees payable to the Administrative Agent constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in
Section&nbsp;4.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties hereto, and thereafter
shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement
by telecopy or other electronic transmission shall be effective as delivery of a manually executed
counterpart of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.07. <U>Severability.</U> Any provision of any Loan Document held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions of such Loan Document; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.08. <U>Right of Setoff.</U> If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time
to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other obligations at any
time owing by such Lender or Affiliate to or for the credit or the account of any Borrower against
any of and all the obligations of the Borrowers now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any demand under this
Agreement and although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to and shall not limit other rights and remedies (including other rights of
setoff) which such Lender may have.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.09. <U>Governing Law; Jurisdiction; Consent to Service of Process.</U> (a)&nbsp;This
Agreement shall be construed in accordance with and governed by the law of the State of New York.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;Each Borrower hereby irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or relating to any
Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent permitted by law,
in such Federal court. Each of the parties hereto agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan
Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement or any other Loan
Document against the Company, any Borrower or its properties in the courts of any jurisdiction.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement or any other
Loan Document in any court referred to in paragraph (b)&nbsp;of this Section. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such court.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section&nbsp;10.01. Nothing in this Agreement or any other Loan Document will
affect the right of any party hereto or thereto to serve process in any other manner permitted by
law.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.10. <U>WAIVER OF JURY TRIAL.</U> EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (A)&nbsp;CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)&nbsp;ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.11. <U>Headings.</U> Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or be taken into consideration in interpreting, this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.12. <U>Confidentiality.</U> Each of the Administrative Agent, the Issuing Bank
and the Lenders agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a)&nbsp;to its and its Affiliates&#146; directors, officers,
employees and agents, including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (b)&nbsp;to the extent requested
by any regulatory authority, (c)&nbsp;to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d)&nbsp;to any other party to this Agreement, (e)&nbsp;in connection with
the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement
or any other Loan Document or the enforcement of rights hereunder or thereunder, (f)&nbsp;subject to an
agreement containing provisions substantially the same as those of this Section, to any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its rights or
obligations under this Agreement, (g)&nbsp;with the consent of the Company or (h)&nbsp;to the extent such
Information (i)&nbsp;becomes publicly available other than as a result of a breach of this Section or
(ii)&nbsp;becomes available to the Administrative Agent, the Issuing Bank or any Lender on a
nonconfidential basis from a source other than a Borrower. For purposes of this Section,
&#147;<U>Information</U>&#148; means all information received from the Borrowers relating to the Borrowers
or their business, other than any such information that is available to the Administrative Agent,
the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by a Borrower. Any
Person required to maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to
its own confidential information.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.13. <U>Patriot Act</U>. Each Lender hereby notifies the Company and each
Borrowing Subsidiary that pursuant to the requirements of the Patriot Act, it is required to
obtain, verify and record information that identifies each Borrower, which information includes the
name and address of each Borrower and other information that will allow such Lender to identify
each Borrower in accordance with the Act.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.14. <U>Releases of Guarantors.</U> (a)&nbsp;Notwithstanding any contrary provision
herein or in any other Loan Document, if the Company shall request the release under the Guarantee
Agreement of any Guarantor and shall deliver to the Administrative Agent a certificate to the
effect that such Guarantor is permitted to be sold under this Agreement and the transactions
constituting such sale will comply with the terms of this Agreement, the Administrative Agent, if
satisfied in its reasonable judgment that the applicable certificate is correct, shall, without the
consent of any Lender, execute and deliver all such releases and other instruments, and take all
such further actions, as shall be necessary to effect the release of such Guarantor.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Without limiting the provisions of Section&nbsp;10.05, the Company shall reimburse the
Administrative Agent for all costs and expenses, including attorney&#146;s fees and disbursements,
incurred by it in connection with any action contemplated by this Section&nbsp;10.14.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.15. <U>Interest Rate Limitation.</U> Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable law (collectively the
&#147;<U>Charges</U>&#148;), shall exceed the maximum lawful rate (the &#147;<U>Maximum Rate</U>&#148;) which may be
contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance
with applicable law, the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.16. <U>Conversion of Currencies.</U> If, for the purpose of obtaining judgment in
any court, it is necessary to convert a sum owing hereunder in one currency into another currency,
each party hereto (including any Borrowing Subsidiary) agrees, to the fullest extent that it may
effectively do so, that the rate of exchange used shall be that at which in accordance with normal
banking procedures in the relevant jurisdiction the first currency could be purchased with such
other currency on the Business Day immediately preceding the day on which final judgment is given.


<P align="left" style="font-size: 12pt; text-indent: 8%">The obligations of each Borrower in respect of any sum due to any party hereto or any holder
of the obligations owing hereunder (the &#147;<U>Applicable Creditor</U>&#148;) shall, notwithstanding any
judgment in a currency (the &#147;<U>Judgment Currency</U>&#148;) other than the currency in which such sum
is stated to be due hereunder (the &#147;<U>Agreement Currency</U>&#148;), be discharged only to the extent
that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so
due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking
procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency;
if the amount of the Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, such Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The
obligations of the Borrowers contained in this Section&nbsp;10.16 shall survive the termination of this
Agreement and the payment of all other amounts owing hereunder.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.17. <U>Swap Agreements.</U> Each swap agreement (as defined in 11 U.S.C. &#167; 101),
if any, between a Borrower and a Lender or an Affiliate of a Lender is an independent agreement
governed by the written provisions of such swap agreement, which will remain in full force and
effect, unaffected by any repayment, prepayment, acceleration, reduction, increase or change in the
terms of this Agreement, except as otherwise expressly provided in such written swap agreement, and
any payoff statement from such Lender relating to this Agreement shall not apply to such swap
agreement unless expressly referred to in such payoff statement.


<P align="center" style="font-size: 10pt; display: none; text-indent: 8%">4
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt; text-indent: 8%">IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



<P align="left" style="margin-left:25%; font-size: 12pt">BOWNE &#038; CO., INC.,



<P align="left" style="margin-left:27%; font-size: 12pt">by



<P align="left" style="margin-left:29%; font-size: 12pt">Scott L. Spitzer



<P align="left" style="margin-left:29%; font-size: 12pt">Name: Scott L. Spitzer



<P align="left" style="margin-left:29%; font-size: 12pt">Title: Sectretary



<P align="left" style="margin-left:25%; font-size: 12pt">JPMORGAN CHASE BANK, N.A., individually and as
Administrative Agent,


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="29%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>by
Louis Mastrianni</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:29%; font-size: 12pt">Name: Louis Mastrianni



<P align="left" style="margin-left:29%; font-size: 12pt">Title: Vice President


<P align="center" style="font-size: 10pt; display: none">5
<!-- PAGEBREAK -->

<P align="right" style="font-size: 12pt">SIGNATURE PAGE TO THE<BR>
BOWNE &#038; CO., INC.<BR>
CREDIT AGREEMENT DATED<BR>
AS OF MAY 11, 2005


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name of Lender: Citibank, NA<BR>
by Barrett D. Bencivenga<BR>
Name: Barrett D. Bencivenga<BR>
Title: Senior Vice President<BR>
by John F.X Keane<BR>
Name: John F.X Keane<BR>
Title: Senior Vice President</DIV></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name of Lender: Fleet National Bank,<BR>
a Bank of America Company<BR>
by Richard M. Williams<BR>
Name: Richard M. Williams<BR>
Title: Credit Product Officer</DIV></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name of Lender: North Fork Bank<BR>
By Kevin M. Brown<BR>
Name: Kevin M. Brown<BR>
Title: Senior Vice President</DIV></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name of Lender: U.S. Bank N.A.<BR>
by Michael P. Dickman<BR>
Name: Michael P. Dickman<BR>
Title: Vice President</DIV></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name of Lender: Wachovia Bank, N.A.<BR>
by Karen H. McClain<BR>
Name: Karen H. McClain<BR>
Title: Managing Director</DIV></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>




<P align="center" style="font-size: 10pt; display: none">6


</BODY>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
</SUBMISSION>
