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Table of Contents

SECTION 1 DEFINITIONS.
1.1 Definitions
1.2 Other Interpretive Provisions
1.3 Delivery of Pro Forma Calculations
SECTION 2 COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND LETTER OF CREDIT PROCEDURES.
2.1 Commitments
2.1.1 Revolving Loan Commitment
2.1.2 L/C Commitment
2.2 Loan Procedures.
2.2.1 Various Types of Loans
2.2.2 Borrowing Procedures
2.2.3 Conversion and Continuation Procedures
2.2.4 Swing Line Facility
2.3 Letter of Credit Procedures
2.3.1 L/C Applications
2.3.2 Participations in Letters of Credit
2.3.3 Reimbursement Obligations
2.3.4 Funding by Lenders to Issuing Lender
2.3.5 Existing Letters of Credit
2.4 Commitments Several
2.5 Certain Conditions
2.6 Increase of Revolving Commitment
SECTION 3 EVIDENCING OF LOANS
3.1 Notes
3.2 Recordkeeping
SECTION 4 INTEREST.
4.1 Interest Rates
4.2 Interest Payment Dates
4.3 Setting and Notice of LIBOR Rates
4.4 Computation of Interest
SECTION 5 FEES
5.1 Non-Use Fee
5.2 Letter of Credit Fees
SECTION 6 REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENT; PREPAYMENTS
6.1 Reduction or Termination of the Revolving Commitment
6.1.1 Voluntary Reduction or Termination of the Revolving Commitment
6.1.2 All Reductions of the Revolving Commitment
6.2 Prepayments
6.2.1 Voluntary Prepayments
6.2.2 Mandatory Prepayments
6.3 Manner of Prepayments.
6.3.1 All Prepayments

6.4 Repayments
6.4.1 Revolving Loans
SECTION 7 MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES.
7.1 Making of Payments
7.2 Application of Certain Payments
7.3 Due Date Extension
7.4 Setoff
7.5 Proration of Payments
7.6 Taxes.
SECTION 8 INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS
8.1 Increased Costs
8.2 Basis for Determining Interest Rate Inadequate or Unfair
8.3 Changes in Law Rendering LIBOR Loans Unlawful
8.4 Funding Losses
8.5 Right of Lenders to Fund through Other Offices
8.6 Discretion of Lenders as to Manner of Funding
8.7 Mitigation of Circumstances; Replacement of Lenders
8.8 Conclusiveness of Statements; Survival of Provisions
SECTION 9 REPRESENTATIONS AND WARRANTIES
9.1 Organization
9.2 Authorization; No Conflict
9.3 Validity and Binding Nature
9.4 Financial Condition
9.5 No Material Adverse Change
9.6 Litigation and Contingent Liabilities
9.7 Ownership of Properties; Liens
9.8 Equity Ownership; Subsidiaries
9.9 Pension Plans
9.10 Investment Company Act
9.11 [Intentionally Omitted]
9.12 Regulation U
9.13 Taxes
9.14 Solvency, etc.
9.15 Environmental Matters
9.16 Insurance
9.17 Information
9.18 Intellectual Property
9.19 No Default
SECTION 10 AFFIRMATIVE COVENANTS
10.1 Reports, Certificates and Other Information
10.1.1 Annual Report
10.1.2 Interim Reports
10.1.3 Compliance Certificates
10.1.4 Reports to the SEC and to Shareholders

10.1.5 Notice of Default, Litigation and ERISA Matters
10.1.6 Projections
10.1.7 Other Information
10.2 Books, Records and Inspections
10.3 Maintenance of Property; Insurance
10.4 Compliance with Laws; Payment of Taxes and Liabilities
10.5 Maintenance of Existence, etc
10.6 Use of Proceeds
SECTION 11 NEGATIVE COVENANTS
11.1 Debt
11.2 Liens
11.3 Restricted Payments
11.4 Mergers and Consolidations
11.5 Sale of Assets, etc
11.6 Acquisitions
11.7 Modification of Organizational Documents
11.8 Transactions with Affiliates
11.9 Inconsistent Agreements
11.10 Business Activities; Issuance of Equity
11.11 Investments
11.12 Fiscal Year
11.13 Financial Covenants
11.13.1 Fixed Charge Coverage Ratio
11.13.2 Minimum Tangible Net Worth
11.13.3 Adjusted Total Debt to EBITDA Ratio
SECTION 12 EFFECTIVENESS; CONDITIONS OF LENDING, ETC.
12.1 Conditions to Effectiveness
12.1.1 Notes
12.1.2 Authorization Documents
12.1.3 Consents, etc.
12.1.4 Opinions of Counsel
12.1.5 Payment of Fees
12.1.6 Search Results; Lien Terminations
12.1.7 Closing Certificate, Consents and Permits
12.1.8 Other
12.2 Conditions to Credit Extensions
12.2.1 Compliance with Warranties, No Default, etc.
12.2.2 Confirmatory Certificate
SECTION 13 EVENTS OF DEFAULT AND THEIR EFFECT
13.1 Events of Default
13.1.1 Non-Payment of the Loans, etc.
13.1.2 Non-Payment of Other Debt
13.1.3 Bankruptcy, Insolvency, etc.
13.1.4 Non-Compliance with Loan Documents

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13.1.5 Representations; Warranties
13.1.6 Pension Plans
13.1.7 Judgments
13.1.8 Invalidity of Loan Documents
13.1.9 Invalidity of Subordination Provisions, etc.
13.1.10 Change of Control
13.2 Effect of Event of Default
SECTION 14 THE AGENT
14.1 Appointment and Authorization
14.2 Issuing Lender
14.3 Delegation of Duties
14.4 Exculpation of Administrative Agent