B&G FOODS INC
REVOLVING CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>bgexh10-1.htm
<DESCRIPTION>REVOLVING CREDIT AGREEMENT
<TEXT>
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<U><P ALIGN="RIGHT"><font size="2">EXECUTION COPY</font></P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER"><font size="2">FIRST AMENDMENT TO AMENDED AND RESTATED</font></P>
<P ALIGN="CENTER"><font size="2">REVOLVING CREDIT AGREEMENT</font></P>
</U>
<P style="text-indent: 60"><font size="2">FIRST AMENDMENT, dated as of September 9, 2003 (this "<U>Amendment</U>"), to the Amended and Restated Revolving Credit Agreement, dated as of August 21, 2003 (such Amended and Restated Revolving Credit Agreement, as amended, supplemented or otherwise modified from time to time, the "<U>Revolving Credit Agreement</U>"), among B&amp;G FOODS HOLDINGS CORP., a Delaware corporation ("<U>Holdings</U>"), B&amp;G FOODS, INC., a Delaware corporation (the "<U>Borrower</U>"), the several banks and other financial institutions or entities from time to time parties to the Revolving Credit Agreement (the "<U>Lenders</U>"), LEHMAN BROTHERS INC., as arranger (the "<U>Arranger</U>"), LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the "<U>Administrative Agent</U>"), and THE BANK OF NEW YORK, as the Existing Issuing Lender.</font> </P>

<U><P ALIGN="CENTER"><font size="2">W I T N E S S</font></U> <font size="2"> <U>E T H</U>:</font></P>
<P style="text-indent: 60"><font size="2">WHEREAS, Holdings, the Borrower, the Arranger, the Administrative Agent,</font> </P>
<P style="text-indent: 60"><font size="2">The Bank of New York, as Existing Issuing Lender, and Lehman Commercial Paper Inc., as the Lender, are parties on the date hereof to the Revolving Credit Agreement; and</font></P>

<P style="text-indent: 60"><font size="2">WHEREAS, the parties hereto wish to amend the Revolving Credit Agreement, and thereafter certain additional banks and financial institutions will become Lenders under the Revolving Credit Agreement as Assignees pursuant to Section 9.6(c) of the Revolving Credit Agreement;</font> </P>

<P style="text-indent: 60"><font size="2">NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and for other valuable consideration the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:</font></P>

<p style="text-indent: 60"><font size="2">1.&nbsp; <U>Definitions</U>.  All defined terms used herein shall have the meanings set forth in the Revolving Credit Agreement unless otherwise defined herein.</font>
<p style="text-indent: 60"><font size="2">2.&nbsp; <U>Amendment and Restatement of Revolving Credit Agreement</U>.  The Revolving Credit Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit A.</font>
<p Style='page-break-before:always'>

<P>

<p style="text-indent: 60"><font size="2">3.&nbsp; <U>Other Agents</U>.  The following institutions are hereby appointed as Other Agents, and each such institution hereby accepts such appointment:</font>

<OL>
<OL>
<OL>

<TABLE CELLSPACING=1 BORDER=0 WIDTH=535>
<TR><TD WIDTH="54%" VALIGN="TOP">
<U><P><font size="2">Institution</font></U></TD>
<TD WIDTH="46%" VALIGN="TOP">
<U><P><font size="2">Title</font></U></TD>
</TR>
<TR><TD WIDTH="54%" VALIGN="TOP">
<P><font size="2">The Bank of New York</font></TD>
<TD WIDTH="46%" VALIGN="TOP">
<P><font size="2">Co-Documentation Agent</font></TD>
</TR>
<TR><TD WIDTH="54%" VALIGN="TOP">
<P><font size="2">CIT Lending Services Corporation</font></TD>
<TD WIDTH="46%" VALIGN="TOP">
<P><font size="2">Co-Documentation Agent</font></TD>
</TR>
<TR><TD WIDTH="54%" VALIGN="TOP">
<P><font size="2">Fleet National Bank</font></TD>
<TD WIDTH="46%" VALIGN="TOP">
<P><font size="2">Syndication Agent</font></TD>
</TR>
<TR><TD WIDTH="54%" VALIGN="TOP">
  </TD>
<TD WIDTH="46%" VALIGN="TOP">
  </TD>
</TR>
</TABLE>
</OL>
</OL>
</OL>

<p style="text-indent: 60"><font size="2">4.&nbsp; <U>Representations; No Default</U>.  On and as of the date hereof, and after giving effect to this Amendment,
(i) each of Holdings and the Borrower certifies that no Default or Event of Default has occurred or is continuing, and (ii) each of Holdings and the Borrower confirms, reaffirms and restates that the representations and warranties set forth in Section 3 of the Revolving Credit Agreement and in the other Loan Documents are true and correct in all material respects, <U>provided</U> that the references to the Revolving Credit Agreement therein shall be deemed to be references to this Amendment and to the Revolving Credit Agreement as amended by this Amendment.</font>
<p style="text-indent: 60"><font size="2">5.&nbsp; <U>Conditions to Effectiveness</U>.  This Amendment shall become effective on and as of the date that:</font>
<p style="text-indent: 60"><font size="2">(a) the Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered by a duly authorized officer of each of the parties named on the signature pages hereof; and</font>
<p style="text-indent: 60"><font size="2">(b) the Administrative Agent shall have received an executed Acknowledgment and Consent, in the form set forth at the end of this Amendment, from each Loan Party other than the Borrower and Holdings.</font>
<p style="text-indent: 60"><font size="2">6.&nbsp; <U>Limited Amendment</U>.  This Amendment shall not be deemed to be a waiver of, or consent to, or a modification or amendment of, any term or condition of any other Loan Document or to prejudice any other right or rights which the Lenders may now have or may have in the future under or in connection with the Revolving Credit Agreement or any of the instruments or agreements referred to therein, as the same may be amended from time to time.</font>
<p style="text-indent: 60"><font size="2">7.&nbsp; <U>Counterparts</U>.  This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.</font>
<p style="text-indent: 60"><font size="2">8.<B>&nbsp; <U>GOVERNING LAW</U>.  THIS AMENDMENT SHALL BE GOVERNED BY,
</B> AND<B> CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
</B></font>
<p Style='page-break-before:always'>

<P>

<P style="text-indent: 60"><font size="2">IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.</font></P>
<table border="0" cellspacing="1" width="538">
  <tr>
    <td width="319"></td>
    <td width="205" colspan="2"><font size="2">B&amp;G FOODS HOLDINGS CORP.</font></td>
  </tr>
  <tr>
    <td width="319">&nbsp;</td>
    <td width="205" colspan="2">&nbsp;</td>
  </tr>
  <tr>
    <td width="319"></td>
    <td width="205" colspan="2"></td>
  </tr>
  <tr>
    <td width="319"></td>
    <td width="205" colspan="2"><font size="2">By: <u>/s/ R. Cantwell</u></font></td>
  </tr>
  <tr>
    <td width="319">&nbsp;</td>
    <td width="1"></td>
    <td width="331">
    &nbsp;</td>
  </tr>
  <tr>
    <td width="319"></td>
    <td width="1"></td>
    <td width="331">
    </td>
  </tr>
  <tr>
    <td width="319"></td>
    <td width="28"></td>
    <td width="177"><font size="2">Name: R. Cantwell</font></td>
  </tr>
  <tr>
    <td width="319"></td>
    <td width="28"></td>
    <td width="177"><font size="2">Title:&nbsp;</font></td>
  </tr>
  <tr>
    <td width="319"></td>
    <td width="28"></td>
    <td width="177"></td>
  </tr>
  <tr>
    <td width="319">&nbsp;</td>
    <td width="28">&nbsp;</td>
    <td width="177">&nbsp;</td>
  </tr>
  <tr>
    <td width="319"></td>
    <td width="28"></td>
    <td width="177"></td>
  </tr>
</table>
<B>
<table border="0" cellspacing="1" width="539">
  <tr>
    <td width="312"></td>
    <td width="213" colspan="2"><font size="2">B&amp;G FOODS, INC.</font></td>
  </tr>
  <tr>
    <td width="312">&nbsp;</td>
    <td width="213" colspan="2">&nbsp;</td>
  </tr>
  <tr>
    <td width="312"></td>
    <td width="213" colspan="2"></td>
  </tr>
  <tr>
    <td width="312"></td>
    <td width="213" colspan="2"><font size="2">By: <u>/s/
      R. Cantwell</u></font></td>
  </tr>
  <tr>
    <td width="312">&nbsp;</td>
    <td width="1"></td>
    <td width="335">
    &nbsp;</td>
  </tr>
  <tr>
    <td width="312"></td>
    <td width="1"></td>
    <td width="335">
    </td>
  </tr>
  <tr>
    <td width="312"></td>
    <td width="32"></td>
    <td width="181"><font size="2">Name: R. Cantwell</font></td>
  </tr>
  <tr>
    <td width="312"></td>
    <td width="32"></td>
    <td width="181"><font size="2">Title:</font></td>
  </tr>
  <tr>
    <td width="312"></td>
    <td width="32"></td>
    <td width="181"></td>
  </tr>
  <tr>
    <td width="312">&nbsp;</td>
    <td width="32">&nbsp;</td>
    <td width="181">&nbsp;</td>
  </tr>
  <tr>
    <td width="312"></td>
    <td width="32"></td>
    <td width="181"></td>
  </tr>
</table>
<table border="0" cellspacing="1" width="540">
  <tr>
    <td width="311"></td>
    <td width="215" colspan="2"><font size="2">LEHMAN BROTHERS INC.,<br>
      as Arranger</font></td>
  </tr>
  <tr>
    <td width="311">&nbsp;</td>
    <td width="215" colspan="2">&nbsp;</td>
  </tr>
  <tr>
    <td width="311"></td>
    <td width="215" colspan="2"></td>
  </tr>
  <tr>
    <td width="311"></td>
    <td width="215" colspan="2"><font size="2">By: <u>/s/ Francis Chang</u></font></td>
  </tr>
  <tr>
    <td width="311">&nbsp;</td>
    <td width="3"></td>
    <td width="335">
    &nbsp;</td>
  </tr>
  <tr>
    <td width="311"></td>
    <td width="3"></td>
    <td width="335">
    </td>
  </tr>
  <tr>
    <td width="311"></td>
    <td width="34"></td>
    <td width="181"><font size="2">Name: Francis Chang</font></td>
  </tr>
  <tr>
    <td width="311"></td>
    <td width="34"></td>
    <td width="181"><font size="2">Title: Vice President</font></td>
  </tr>
  <tr>
    <td width="311">&nbsp;</td>
    <td width="34">&nbsp;</td>
    <td width="181">&nbsp;</td>
  </tr>
  <tr>
    <td width="311"></td>
    <td width="34"></td>
    <td width="181"></td>
  </tr>
  <tr>
    <td width="311"></td>
    <td width="34"></td>
    <td width="181"></td>
  </tr>
</table>
<table border="0" cellspacing="1" width="541">
  <tr>
    <td width="315"></td>
    <td width="212" colspan="2"><font size="2">LEHMAN COMMERCIAL PAPER INC.,<br>
      as Administrative Agent and Lender</font></td>
  </tr>
  <tr>
    <td width="315">&nbsp;</td>
    <td width="212" colspan="2">&nbsp;</td>
  </tr>
  <tr>
    <td width="315"></td>
    <td width="212" colspan="2"></td>
  </tr>
  <tr>
    <td width="315"></td>
    <td width="212" colspan="2"><font size="2">By: <u>/s/ Francis Chang</u></font></td>
  </tr>
  <tr>
    <td width="315">&nbsp;</td>
    <td width="3"></td>
    <td width="332">
    &nbsp;</td>
  </tr>
  <tr>
    <td width="315"></td>
    <td width="3"></td>
    <td width="332">
    </td>
  </tr>
  <tr>
    <td width="315"></td>
    <td width="34"></td>
    <td width="178"><font size="2">Name: Francis Chang</font></td>
  </tr>
  <tr>
    <td width="315"></td>
    <td width="34"></td>
    <td width="178"><font size="2">Title: Vice President</font></td>
  </tr>
  <tr>
    <td width="315">&nbsp;</td>
    <td width="34">&nbsp;</td>
    <td width="178">&nbsp;</td>
  </tr>
  <tr>
    <td width="315"></td>
    <td width="34"></td>
    <td width="178"></td>
  </tr>
  <tr>
    <td width="315"></td>
    <td width="34"></td>
    <td width="178"></td>
  </tr>
</table>
<table border="0" cellspacing="1" width="540">
  <tr>
    <td width="318"></td>
    <td width="208" colspan="2"><font size="2">THE BANK OF NEW YORK,<br>
      as Co-Documentation Agent</font></td>
  </tr>
  <tr>
      <td width="318">&nbsp;</td>
    <td width="208" colspan="2">&nbsp;</td>
  </tr>
  <tr>
      <td width="318"></td>
    <td width="208" colspan="2"></td>
  </tr>
  <tr>
    <td width="318"></td>
    <td width="208" colspan="2"><font size="2">By: <u>/s/ Frank S. Bridges</u></font></td>
  </tr>
  <tr>
    <td width="318">&nbsp;</td>
    <td width="1"></td>
    <td width="334">
    &nbsp;</td>
  </tr>
  <tr>
    <td width="318"></td>
    <td width="1"></td>
    <td width="334">
    </td>
  </tr>
  <tr>
    <td width="318"></td>
    <td width="28"></td>
    <td width="180"><font size="2">Name: Frank S. Bridges</font></td>
  </tr>
  <tr>
    <td width="318"></td>
    <td width="28"></td>
    <td width="180"><font size="2">Title: Vice President</font></td>
  </tr>
  <tr>
    <td width="318"></td>
    <td width="28"></td>
    <td width="180"></td>
  </tr>
  <tr>
    <td width="318"></td>
    <td width="28"></td>
    <td width="180"></td>
  </tr>
</table>
</b>
<table border="0" cellspacing="1" width="540">
  <tr>
    <B>
    <td width="318"></td>
    </b>
    </table>
   <p Style='page-break-before:always'>

<P>

  <table border="0" cellspacing="1" width="538">
  <tr>
    <td width="318"></td>
    <td width="208" colspan="2"><font size="2">CIT LENDING SERVICES CORPORATION,<br>
      as Co-Documentation Agent</font></td>
  </tr>
  <tr>
    <td width="318">&nbsp;</td>
    <td width="208" colspan="2">&nbsp;</td>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    <td width="208" colspan="2"></td>
    </b>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    </b>
    <td width="208" colspan="2"><font size="2">By: <u>/s/ John P. Sirico, II</u></font></td>
  </tr>
  <tr>
    <td width="318">&nbsp;</td>
    <td width="1"></td>
    <td width="334">
    &nbsp;</td>
  </tr>
  <tr>
    <td width="318"></td>
    <td width="1"></td>
    <td width="334">
    </td>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    <td width="28"></td>
    </b>
    <td width="180"><font size="2">Name: John P. Sirico, II</font></td>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    <td width="28"></td>
    </b>
    <td width="180"><font size="2">Title: Vice President</font></td>
  </tr>
  <tr>
    <td width="318">&nbsp;</td>
    <td width="28">&nbsp;</td>
    <td width="180">&nbsp;</td>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    <td width="28"></td>
    <td width="180"></td>
    </b>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    <td width="28"></td>
    <td width="180"></td>
    </b>
  </tr>
</table>
<table border="0" cellspacing="1" width="540">
  <tr>
    <B>
    <td width="318"></td>
    </b>
    <td width="208" colspan="2"><font size="2">FLEET NATIONAL BANK,<br>
      as Syndication Agent</font></td>
  </tr>
  <tr>
    <td width="318">&nbsp;</td>
    <td width="208" colspan="2">&nbsp;</td>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    <td width="208" colspan="2"></td>
    </b>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    </b>
    <td width="208" colspan="2"><font size="2">By: <u>/s/ Catherine E. Garrity</u></font></td>
  </tr>
  <tr>
    <td width="318">&nbsp;</td>
    <td width="1"></td>
    <td width="334">
    &nbsp;</td>
  </tr>
  <tr>
    <td width="318"></td>
    <td width="1"></td>
    <td width="334">
    </td>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    <td width="28"></td>
    </b>
    <td width="180"><font size="2">Name: Catherine E. Garrity</font></td>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    <td width="28"></td>
    </b>
    <td width="180"><font size="2">Title: Senior Vice President</font></td>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    <td width="28"></td>
    <td width="180"></td>
    </b>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    <td width="28"></td>
    <td width="180"></td>
    </b>
  </tr>
</table>
<P ALIGN="left"></P>

<p Style='page-break-before:always'>

<P>

<P ALIGN="CENTER"><font size="2">ACKNOWLEDGMENT AND CONSENT</font></P>

<P style="text-indent: 60"><font size="2">Each of the undersigned parties to the Amended and Restated Guarantee and Collateral Agreement, dated as of August 21, 2003 and as amended, supplemented or otherwise modified from time to time, made by the undersigned in favor of Lehman Commercial Paper Inc., as Administrative Agent, for the benefit of the Lenders, hereby (a) consents to the actions contemplated by the First Amendment to the Amended and Restated Term Loan Agreement, (b) consents to the actions contemplated by the First Amendment to the Amended and Restated Revolving Credit Agreement and (c)&nbsp;acknowledges and agrees that the guarantees and grants of security interests contained in the Guarantee and Collateral Agreement and in the other Security Documents are, and shall remain, in full force and effect after giving effect to such First Amendments and all prior modifications to the Term Loan Agreement and the Revolving Credit Agreement.</font></P>
<div align="left">
  <table border="0" cellspacing="1" width="600">
    <tr>
      <B>
      <td width="318">
        <p align="left"></td>
      </b>
      <td width="268" colspan="2"><font size="2">BGH HOLDINGS INC.</font></td>
    </tr>
    <tr>
      <td width="318">&nbsp;</td>
      <td width="268" colspan="2">&nbsp;</td>
    </tr>
    <tr>
      <B>
      <td width="318"></td>
      <td width="268" colspan="2"></td>
      </b>
    </tr>
    <tr>
      <B>
      <td width="318"></td>
      </b>
      <td width="268" colspan="2"><font size="2">By: <u>/s/ R. Cantwell</u></font></td>
    </tr>
    <tr>
      <B>
      <td width="318"></td>
      <td width="28"></td>
      </b>
      <td width="240"><font size="2">Title:</font></td>
    </tr>
    <tr>
      <td width="318">&nbsp;</td>
      <td width="28">&nbsp;</td>
      <td width="240">&nbsp;</td>
    </tr>
    <tr>
      <B>
      <td width="318"></td>
      <td width="28"></td>
      <td width="240"></td>
      </b>
    </tr>
  </table>
</div>
<table border="0" cellspacing="1" width="600">
  <tr>
    <B>
    <td width="318">
      <p align="left"></td>
    </b>
    <td width="268" colspan="2"><font size="2">BLOCH &amp; GUGGENHEIMER, INC.</font></td>
  </tr>
  <tr>
    <td width="318">&nbsp;</td>
    <td width="268" colspan="2">&nbsp;</td>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    <td width="268" colspan="2"></td>
    </b>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    </b>
    <td width="268" colspan="2"><font size="2">By: <u>/s/ R. Cantwell&nbsp;</u></font></td>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    <td width="28"></td>
    </b>
    <td width="240"><font size="2">Title:</font></td>
  </tr>
  <tr>
    <td width="318">&nbsp;</td>
    <td width="28">&nbsp;</td>
    <td width="240">&nbsp;</td>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    <td width="28"></td>
    <td width="240"></td>
    </b>
  </tr>
</table>
<table border="0" cellspacing="1" width="600">
  <tr>
    <B>
    <td width="318">
      <p align="left"></td>
    </b>
    <td width="268" colspan="2"><font size="2">POLANER, INC.</font></td>
  </tr>
  <tr>
    <td width="318">&nbsp;</td>
    <td width="268" colspan="2">&nbsp;</td>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    <td width="268" colspan="2"></td>
    </b>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    </b>
    <td width="268" colspan="2"><font size="2">By: <u>/s/
      R. Cantwell&nbsp;</u></font></td>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    <td width="28"></td>
    </b>
    <td width="240"><font size="2">Title:</font></td>
  </tr>
  <tr>
    <td width="318">&nbsp;</td>
    <td width="28">&nbsp;</td>
    <td width="240">&nbsp;</td>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    <td width="28"></td>
    <td width="240"></td>
    </b>
  </tr>
</table>
<table border="0" cellspacing="1" width="600">
  <tr>
    <B>
    <td width="318">
      <p align="left"></td>
    </b>
    <td width="268" colspan="2"><font size="2">TRAPPEY'S FINE FOODS, INC.</font></td>
  </tr>
  <tr>
    <td width="318">&nbsp;</td>
    <td width="268" colspan="2">&nbsp;</td>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    <td width="268" colspan="2"></td>
    </b>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    </b>
    <td width="268" colspan="2"><font size="2">By: <u>/s/
      R. Cantwell&nbsp;</u></font></td>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    <td width="28"></td>
    </b>
    <td width="240"><font size="2">Title:</font></td>
  </tr>
  <tr>
    <td width="318">&nbsp;</td>
    <td width="28">&nbsp;</td>
    <td width="240">&nbsp;</td>
  </tr>
  <tr>
    <B>
    <td width="318"></td>
    <td width="28"></td>
    <td width="240"></td>
    </b>
  </tr>
</table>
<table border="0" cellspacing="1" width="600">
  <tr>
    <B>
    <td width="320">
      <p align="left"></td>
    </b>
    <td width="266" colspan="2"><font size="2">MAPLE GROVE FARMS OF VERMONT,
      INC.</font></td>
  </tr>
  <tr>
    <td width="320">&nbsp;</td>
    <td width="266" colspan="2">&nbsp;</td>
  </tr>
  <tr>
    <B>
    <td width="320"></td>
    <td width="266" colspan="2"></td>
    </b>
  </tr>
  <tr>
    <B>
    <td width="320"></td>
    </b>
    <td width="266" colspan="2"><font size="2">By: <u>/s/
      R. Cantwell&nbsp;</u></font></td>
  </tr>
  <tr>
    <B>
    <td width="320"></td>
    <td width="26"></td>
    </b>
    <td width="240"><font size="2">Title:</font></td>
  </tr>
  <tr>
    <B>
    <td width="320"></td>
    <td width="26"></td>
    <td width="240"></td>
    </b>
  </tr>
</table>
<table border="0" cellspacing="1" width="600">
  <tr>
    <B>
    <td width="325">
      <p align="left"></td>
    </b>
    </table>
<p Style='page-break-before:always'>

<P>

    <table border="0" cellspacing="1" width="600">
    <td width="261" colspan="2"></td>
  <tr>
    <td width="325"></td>
    <td width="261" colspan="2"><font size="2">HERITAGE ACQUISITION CORP.</font></td>
  </tr>
  <tr>
    <td width="325">&nbsp;</td>
    <td width="261" colspan="2">&nbsp;</td>
  </tr>
  <tr>
    <B>
    <td width="325"></td>
    <td width="261" colspan="2"></td>
    </b>
  </tr>
  <tr>
    <B>
    <td width="325"></td>
    </b>
    <td width="261" colspan="2"><font size="2">By: <u>/s/
      R. Cantwell&nbsp;</u></font></td>
  </tr>
  <tr>
    <B>
    <td width="325"></td>
    <td width="21"></td>
    </b>
    <td width="240"><font size="2">Title:</font></td>
  </tr>
  <tr>
    <td width="325">&nbsp;</td>
    <td width="21">&nbsp;</td>
    <td width="240">&nbsp;</td>
  </tr>
  <tr>
    <B>
    <td width="325"></td>
    <td width="21"></td>
    <td width="240"></td>
    </b>
  </tr>
</table>
<table border="0" cellspacing="1" width="600">
  <tr>
    <B>
    <td width="326">
      <p align="left"></td>
    </b>
    <td width="260" colspan="2"><font size="2">WILLIAM UNDERWOOD COMPANY</font></td>
  </tr>
  <tr>
    <td width="326">&nbsp;</td>
    <td width="260" colspan="2">&nbsp;</td>
  </tr>
  <tr>
    <td width="326">&nbsp;</td>
    <td width="260" colspan="2">&nbsp;</td>
  </tr>
  <tr>
    <B>
    <td width="326"></td>
    </b>
    <td width="260" colspan="2"><font size="2">By: <u>/s/
      R. Cantwell&nbsp;</u></font></td>
  </tr>
  <tr>
    <B>
    <td width="326"></td>
    <td width="20"></td>
    </b>
    <td width="240"><font size="2">Title:</font></td>
  </tr>
  <tr>
    <td width="326">&nbsp;</td>
    <td width="20">&nbsp;</td>
    <td width="240">&nbsp;</td>
  </tr>
  <tr>
    <B>
    <td width="326"></td>
    <td width="20"></td>
    <td width="240"></td>
    </b>
  </tr>
</table>
<table border="0" cellspacing="1" width="600">
  <tr>
    <B>
    <td width="328">
      <p align="left"></td>
    </b>
  </font>
    <td width="258" colspan="2"><font face="Times New Roman" size="2">ORTEGA
      HOLDINGS INC. F/K/A</font>

<font size="2" face="Times New Roman"><br>
O BRAND ACQUISITION CORP.</font></td>
  </tr>
  <tr>
    <td width="328">&nbsp;</td>
    <td width="258" colspan="2">&nbsp;</td>
  </tr>
  <tr>
    <B>
    <td width="328"></td>
    <td width="258" colspan="2"></td>
    </b>
  </tr>
  <tr>
    <B>
    <td width="328"></td>
    </b>
    <td width="258" colspan="2"><font size="2">By: <u>/s/
      R. Cantwell&nbsp;</u></font></td>
  </tr>
  <tr>
    <B>
    <td width="328"></td>
    <td width="18"></td>
    </b>
    <td width="240"><font size="2">Title:</font></td>
  </tr>
  <tr>
    <td width="328">&nbsp;</td>
    <td width="18">&nbsp;</td>
    <td width="240">&nbsp;</td>
  </tr>
  <tr>
    <B>
    <td width="328"></td>
    <td width="18"></td>
    <td width="240"></td>
    </b>
  </tr>
</table>
<table border="0" cellspacing="1" width="600">
  <tr>
    <B>
    <td width="330">
      <p align="left"></td>
    </b>
    <td width="256" colspan="2"><font size="2">LES PRODUITS ALIMENTAIRES JACQUES
      ET FILS INC.</font></td>
  </tr>
  <tr>
    <td width="330">&nbsp;</td>
    <td width="256" colspan="2">&nbsp;</td>
  </tr>
  <tr>
    <B>
    <td width="330"></td>
    <td width="256" colspan="2"></td>
    </b>
  </tr>
  <tr>
    <B>
    <td width="330"></td>
    </b>
    <td width="256" colspan="2"><font size="2">By:<u>/s/ R. Cantrell</u></font></td>
  </tr>
  <tr>
    <B>
    <td width="330"></td>
    <td width="16"></td>
    </b>
    <td width="240"><font size="2">Title:&nbsp;</font></td>
  </tr>
  <tr>
    <B>
    <td width="330"></td>
    <td width="16"></td>
    <td width="240"></td>
    </b>
  </tr>
</table>
<P ALIGN="left"></P>
<P ALIGN="left">&nbsp;</P>
<p Style='page-break-before:always'>

<P>

<P ALIGN="left">&nbsp;</P>

<P ALIGN="left">&nbsp;</P>

<P ALIGN="right"><u><font face="Times New Roman" size="2">EXECUTION COPY</font></u></P>
<hr>
<P ALIGN="CENTER" style="margin-top: 0"></P>
<P ALIGN="CENTER"><font face="Times New Roman" size="2">
$50,000,000</font></P>
<P ALIGN="CENTER"><font face="Times New Roman" size="2">AMENDED AND RESTATED</font></P>
<P ALIGN="CENTER"><font face="Times New Roman" size="2">REVOLVING CREDIT AGREEMENT</font></P>
<P ALIGN="CENTER"><font face="Times New Roman" size="2">among</font></P>
<P ALIGN="CENTER"><font face="Times New Roman" size="2">B&amp;G FOODS HOLDINGS CORP.</font></P>
<P ALIGN="CENTER"><font face="Times New Roman" size="2">B&amp;G FOODS, INC.,<BR>
as Borrower</font></P>
<P ALIGN="CENTER"><font face="Times New Roman" size="2">The Several Lenders<BR>
from Time to Time Parties Hereto,</font></P>
<P ALIGN="CENTER"><font face="Times New Roman" size="2">LEHMAN BROTHERS INC.,<BR>
as Arranger</font></P>
<P ALIGN="CENTER"><font face="Times New Roman" size="2">THE BANK OF NEW YORK,<BR>
as Co-Documentation Agent<BR>
and Existing Issuing Lender</font></P>
<P ALIGN="CENTER"><font face="Times New Roman" size="2">CIT LENDING SERVICES CORPORATION,<BR>
as Co-Documentation Agent</font></P>
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FLEET NATIONAL BANK,<BR>
as Syndication Agent</font></P>
<P ALIGN="CENTER"><font face="Times New Roman" size="2">And</font></P>
<P ALIGN="CENTER"><font face="Times New Roman" size="2">LEHMAN COMMERCIAL PAPER INC.,<BR>
as Administrative Agent</font></P>
<P ALIGN="CENTER"><font face="Times New Roman" size="2">Dated as of August 21, 2003</font></P>
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;</font></P>
<hr>
<P>&nbsp;</P>

<p Style='page-break-before:always'>

<P>
<U><P ALIGN="CENTER"><font face="Times New Roman" size="2">TABLE OF CONTENTS</font></P>
<P ALIGN="CENTER">&nbsp;</P>
</U>
<div align="center">
  <center>
<TABLE CELLSPACING=1 BORDER=0 WIDTH=563>
<TR><TD WIDTH="533" VALIGN="TOP">
  </TD>
  </center>
<TD WIDTH="38" VALIGN="TOP">
<p align="right" style="margin-bottom: 15">
<font face="Times New Roman" size="2">Page</font></p>
</TD>
</TR>
  <center>
<TR><TD WIDTH="533" VALIGN="TOP">
  </TD>
<TD WIDTH="38" VALIGN="TOP">
  </TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<font face="Times New Roman" size="2">SECTION 1.&nbsp; DEFINITIONS</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<font face="Times New Roman" size="2">1</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 1.1  Defined Terms</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">1</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 1.2  Other Definitional Provisions</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">24</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right"><font face="Times New Roman" size="2">&nbsp;</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">SECTION 2.  AMOUNT AND TERMS OF COMMITMENTS; LETTERS OF CREDIT</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">25</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.1  Revolving Credit Commitments; Swing Line Commitment</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">25</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.2  Procedure for Borrowing; Swing Line Loans; Refunding of Swing Line Loans</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">26</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.3  Repayment of Loans; Evidence of Debt</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">28</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.4  Commitment Fees, etc</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">28</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.5  Termination or Reduction of Revolving Credit Commitments</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">29</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.6  Optional Prepayments</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">29</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.7  Mandatory Prepayments</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">29</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.8  Conversion and Continuation Options</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">31</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.9  Minimum Amounts and Maximum Number of Eurodollar Tranches</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">31</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.10  Interest Rates and Payment Dates</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">31</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.11  Computation of Interest and Fees</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">32</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.12  Inability to Determine Interest Rate</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">32</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.13  Pro Rata Treatment and Payments</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">33</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.14  Requirements of Law</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">34</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.15  Taxes</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">35</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.16  Indemnity</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">37</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.17  Illegality</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">38</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.18  Change of Lending Office</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">38</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.19  Substitution of Lenders</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">38</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.20  L/C Commitment</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">39</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.21  Procedure for Issuance of Letter of Credit</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">39</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.22  Fees and Other Charges</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">40</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.23  L/C Participations</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">40</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.24  Reimbursement Obligation of the Borrower</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">41</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.25  Obligations Absolute</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">42</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.26  Letter of Credit Payments</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">42</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 2.27  Applications</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">43</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right"><font face="Times New Roman" size="2">&nbsp;</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">SECTION 3.  REPRESENTATIONS AND WARRANTIES</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">43</font></TD>
</TR>
</TABLE>

<p align="center">
<font size="2">
i</font>
<p Style='page-break-before:always' align="center">

<P>
<TABLE CELLSPACING=1 BORDER=0 WIDTH=563>
<tr>
  <TD WIDTH="533" VALIGN="TOP">
  </TD>
<TD WIDTH="38" VALIGN="TOP">
<p align="right" style="margin-bottom: 15">
<font face="Times New Roman" size="2">Page</font></p>
  </TD>
</tr>
<tr>
  <TD WIDTH="533" VALIGN="TOP">
  </TD>
<TD WIDTH="38" VALIGN="TOP">
  </TD>
</tr>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.1  Financial Condition</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">43</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.2  No Change</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">44</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.3  Corporate Existence; Compliance with Law</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">44</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.4  Corporate Power; Authorization; Enforceable Obligations</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">44</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.5  No Legal Bar</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">45</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.6  No Material Litigation</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">45</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.7  No Default</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">45</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.8  Ownership of Property; Liens</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">45</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.9  Intellectual Property</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">46</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.10  Taxes</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">46</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.11  Federal Regulations</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">46</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.12  Labor Matters</font></TD>
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<P><font face="Times New Roman" size="2">46</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.13  ERISA</font></TD>
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<P><font face="Times New Roman" size="2">47</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.14  Investment Company Act; Other Regulations</font></TD>
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<P><font face="Times New Roman" size="2">47</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.15  Subsidiaries</font></TD>
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<P><font face="Times New Roman" size="2">47</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.16  Use of Proceeds</font></TD>
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<P><font face="Times New Roman" size="2">47</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.17  Environmental Matters</font></TD>
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<P><font face="Times New Roman" size="2">48</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.18  Accuracy of Information, etc</font></TD>
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<P><font face="Times New Roman" size="2">49</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.19  Security Documents</font></TD>
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<P><font face="Times New Roman" size="2">49</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.20  Solvency</font></TD>
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<P><font face="Times New Roman" size="2">50</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.21  Senior Indebtedness</font></TD>
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<P><font face="Times New Roman" size="2">50</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 3.22  Regulation H</font></TD>
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<P><font face="Times New Roman" size="2">50</font></TD>
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<TR><TD WIDTH="533" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
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<P><font face="Times New Roman" size="2">SECTION 4.  CONDITIONS PRECEDENT</font></TD>
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<P><font face="Times New Roman" size="2">50</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 4.1  Conditions to Initial Extension of Credit</font></TD>
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<P><font face="Times New Roman" size="2">50</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 4.2  Conditions to Each Extension of Credit</font></TD>
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<P><font face="Times New Roman" size="2">54</font></TD>
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<TR><TD WIDTH="533" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
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<P><font face="Times New Roman" size="2">SECTION 5.  AFFIRMATIVE COVENANTS</font></TD>
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<P><font face="Times New Roman" size="2">55</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 5.1  Financial Statements</font></TD>
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<P><font face="Times New Roman" size="2">55</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 5.2  Certificates; Other Information</font></TD>
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<P><font face="Times New Roman" size="2">56</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 5.3  Payment of Obligations</font></TD>
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<P><font face="Times New Roman" size="2">57</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 5.4  Conduct of Business and Maintenance of Existence, etc</font></TD>
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<P><font face="Times New Roman" size="2">57</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 5.5  Maintenance of Property; Insurance</font></TD>
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<P><font face="Times New Roman" size="2">58</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 5.6  Inspection of Property; Books and Records; Discussions</font></TD>
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<P><font face="Times New Roman" size="2">58</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 5.7  Notices</font></TD>
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<P><font face="Times New Roman" size="2">58</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 5.8  Environmental Laws</font></TD>
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<P><font face="Times New Roman" size="2">59</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 5.9  Interest Rate Protection</font></TD>
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<P><font face="Times New Roman" size="2">59</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 5.10  Additional Collateral, etc</font></TD>
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<P><font face="Times New Roman" size="2">59</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 5.11  Further Assurances</font></TD>
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<P><font face="Times New Roman" size="2">61</font></TD>
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<font size="2">
ii</font>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 5.12  Post-Closing Action</font></TD>
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<P><font face="Times New Roman" size="2">61</font></TD>
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<TR><TD WIDTH="533" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
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<P><font face="Times New Roman" size="2">SECTION 6.  NEGATIVE COVENANTS</font></TD>
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<P><font face="Times New Roman" size="2">62</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 6.1  Financial Condition Covenants</font></TD>
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<P><font face="Times New Roman" size="2">62</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 6.2  Limitation on Indebtedness</font></TD>
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<P><font face="Times New Roman" size="2">64</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 6.3  Limitation on Liens</font></TD>
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<P><font face="Times New Roman" size="2">65</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 6.4  Limitation on Fundamental Changes</font></TD>
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<P><font face="Times New Roman" size="2">67</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 6.5  Limitation on Disposition of Property</font></TD>
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<P><font face="Times New Roman" size="2">67</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 6.6  Limitation on Restricted Payments</font></TD>
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<P><font face="Times New Roman" size="2">68</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 6.7  Limitation on Capital Expenditures</font></TD>
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<P><font face="Times New Roman" size="2">68</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 6.8  Limitation on Investments</font></TD>
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<P><font face="Times New Roman" size="2">69</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 6.9  Limitation on Optional Payments and Modifications of Debt Instruments, etc</font></TD>
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<P><font face="Times New Roman" size="2">69</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 6.10  Limitation on Transactions with Affiliates</font></TD>
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<P><font face="Times New Roman" size="2">70</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 6.11  Limitation on Sales and Leasebacks</font></TD>
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<P><font face="Times New Roman" size="2">70</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 6.12  Limitation on Changes in Fiscal Periods</font></TD>
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<P><font face="Times New Roman" size="2">70</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 6.13  Limitation on Negative Pledge Clauses</font></TD>
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<P><font face="Times New Roman" size="2">70</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 6.14  Limitation on Lines of Business</font></TD>
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<P><font face="Times New Roman" size="2">70</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 6.15  Limitation on Amendments to Acquisition Documentation</font></TD>
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<P><font face="Times New Roman" size="2">71</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 6.16  Limitation on Activities of Holdings</font></TD>
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<P><font face="Times New Roman" size="2">71</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 6.17  Limitation on Withdrawal of Reinvestment Deferred Amount</font></TD>
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<P><font face="Times New Roman" size="2">71</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 6.18  Limitation on Subsidiaries</font></TD>
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<P><font face="Times New Roman" size="2">72</font></TD>
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<TR><TD WIDTH="533" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
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<P><font face="Times New Roman" size="2">SECTION 7.  EVENTS OF DEFAULT</font></TD>
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<P><font face="Times New Roman" size="2">72</font></TD>
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<TR><TD WIDTH="533" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
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<P><font face="Times New Roman" size="2">SECTION 8.  THE ADMINISTRATIVE AGENT; THE ARRANGER; THE OTHER AGENTS</font></TD>
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<P><font face="Times New Roman" size="2">75</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 8.1  Appointment</font></TD>
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<P><font face="Times New Roman" size="2">75</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 8.2  Delegation of Duties</font></TD>
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<P><font face="Times New Roman" size="2">75</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 8.3  Exculpatory Provisions</font></TD>
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<P><font face="Times New Roman" size="2">75</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 8.4  Reliance by Administrative Agent</font></TD>
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<P><font face="Times New Roman" size="2">76</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 8.5  Notice of Default</font></TD>
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<P><font face="Times New Roman" size="2">76</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 8.6  Non-Reliance on Administrative Agent and Other Lenders</font></TD>
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<P><font face="Times New Roman" size="2">77</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 8.7  Indemnification</font></TD>
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<P><font face="Times New Roman" size="2">77</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 8.8  Administrative Agent in Its Individual Capacity</font></TD>
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<P><font face="Times New Roman" size="2">78</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 8.9  Successor Administrative Agent</font></TD>
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<P><font face="Times New Roman" size="2">78</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 8.10  Authorization to Release Liens; Other Actions Relating to Security Documents</font></TD>
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<P><font face="Times New Roman" size="2">79</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 8.11  The Arranger; the Other Agents</font></TD>
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<P><font face="Times New Roman" size="2">79</font></TD>
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<TR><TD WIDTH="533" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
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iii</font>
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<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF"><font face="Times New Roman" size="2">SECTION
    9. MISCELLANEOUS</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF"><font face="Times New Roman" size="2">79</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 9.1  Amendments and Waivers</font></TD>
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<P><font face="Times New Roman" size="2">79</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 9.2  Notices</font></TD>
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<P><font face="Times New Roman" size="2">81</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 9.3  No Waiver; Cumulative Remedies</font></TD>
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<P><font face="Times New Roman" size="2">82</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 9.4  Survival of Representations and Warranties</font></TD>
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<P><font face="Times New Roman" size="2">82</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 9.5  Payment of Expenses</font></TD>
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<P><font face="Times New Roman" size="2">82</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 9.6  Successors and Assigns; Participations and Assignments</font></TD>
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<P><font face="Times New Roman" size="2">83</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 9.7  Adjustments; Set-off</font></TD>
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<P><font face="Times New Roman" size="2">87</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 9.8  Counterparts</font></TD>
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<P><font face="Times New Roman" size="2">87</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 9.9  Severability</font></TD>
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<P><font face="Times New Roman" size="2">87</font></TD>
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<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 9.10  Integration</font></TD>
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<P><font face="Times New Roman" size="2">88</font></TD>
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<TR><TD WIDTH="533" VALIGN="TOP">
<B><P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 9.11  GOVERNING LAW</font></B></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">88</font></TD>
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<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 9.12  Submission To Jurisdiction; Waivers</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">88</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 9.13  Acknowledgments</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">88</font></TD>
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<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 9.14  Confidentiality</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">89</font></TD>
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<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 9.15  Release of Collateral Security and Guarantee Obligations</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">90</font></TD>
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<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 9.16  Accounting Changes</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">90</font></TD>
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<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 9.17  Delivery of Lender Addenda</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">90</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP" bgcolor="#00FFFF">
<B><P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 9.18  WAIVERS OF JURY TRIAL</font></B></TD>
<TD WIDTH="38" VALIGN="TOP" align="right" bgcolor="#00FFFF">
<P><font face="Times New Roman" size="2">90</font></TD>
</TR>
<TR><TD WIDTH="533" VALIGN="TOP">
<P><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp; 9.19  Effect of Amendment and Restatement of the Existing Revolving Credit Agreement</font></TD>
<TD WIDTH="38" VALIGN="TOP" align="right">
<P><font face="Times New Roman" size="2">90</font></TD>
</TR>
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iv</font>
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<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">ANNEXES:</font></TD>
<TD WIDTH="435" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
</TR>
<TR><TD WIDTH="114" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
<TD WIDTH="435" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
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<P><font face="Times New Roman" size="2">A</font></TD>
<TD WIDTH="435" VALIGN="TOP">
<P><font face="Times New Roman" size="2">Pricing Grid</font></TD>
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<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">B</font></TD>
<TD WIDTH="435" VALIGN="TOP">
<P><font face="Times New Roman" size="2">Existing Letters of Credit</font></TD>
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<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">SCHEDULES:</font></TD>
<TD WIDTH="435" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
</TR>
<TR><TD WIDTH="114" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
<TD WIDTH="435" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
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<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">1.1</font></TD>
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<P><font face="Times New Roman" size="2">Mortgaged Property</font></TD>
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<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">3.4</font></TD>
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<P><font face="Times New Roman" size="2">Consents, Authorizations, Filings and Notices</font></TD>
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<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">3.9</font></TD>
<TD WIDTH="435" VALIGN="TOP">
<P><font face="Times New Roman" size="2">Intellectual Property Claims</font></TD>
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<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">3.15</font></TD>
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<P><font face="Times New Roman" size="2">Subsidiaries</font></TD>
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<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">3.19(a)-1</font></TD>
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<P><font face="Times New Roman" size="2">UCC Filing Jurisdictions</font></TD>
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<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">3.19(a)-2</font></TD>
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<P><font face="Times New Roman" size="2">UCC Financing Statements to Remain on File</font></TD>
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<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">3.19(b)</font></TD>
<TD WIDTH="435" VALIGN="TOP">
<P><font face="Times New Roman" size="2">Mortgage Filing Jurisdictions</font></TD>
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<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">6.2(d)</font></TD>
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<P><font face="Times New Roman" size="2">Existing Indebtedness</font></TD>
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<P><font face="Times New Roman" size="2">6.3(f)</font></TD>
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<P><font face="Times New Roman" size="2">Existing Liens</font></TD>
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<TD WIDTH="435" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
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<P><font face="Times New Roman" size="2">EXHIBITS:</font></TD>
<TD WIDTH="435" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
</TR>
<TR><TD WIDTH="114" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
<TD WIDTH="435" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
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<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">A</font></TD>
<TD WIDTH="435" VALIGN="TOP">
<P><font face="Times New Roman" size="2">Form of Amended and Restated Guarantee and Collateral Agreement</font></TD>
</TR>
<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">B</font></TD>
<TD WIDTH="435" VALIGN="TOP">
<P><font face="Times New Roman" size="2">Form of Compliance Certificate</font></TD>
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<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">C</font></TD>
<TD WIDTH="435" VALIGN="TOP">
<P><font face="Times New Roman" size="2">Form of Closing Certificate</font></TD>
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<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">D</font></TD>
<TD WIDTH="435" VALIGN="TOP">
<P><font face="Times New Roman" size="2">Form of Mortgage</font></TD>
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<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">E</font></TD>
<TD WIDTH="435" VALIGN="TOP">
<P><font face="Times New Roman" size="2">Form of Assignment and Acceptance</font></TD>
</TR>
<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">F-1</font></TD>
<TD WIDTH="435" VALIGN="TOP">
<P><font face="Times New Roman" size="2">Form of Legal Opinion of Dechert LLP</font></TD>
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<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">F-2</font></TD>
<TD WIDTH="435" VALIGN="TOP">
<P><font face="Times New Roman" size="2">Form of Legal Opinion of Local Counsel</font></TD>
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<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">G-1</font></TD>
<TD WIDTH="435" VALIGN="TOP">
<P><font face="Times New Roman" size="2">Form of Revolving Credit Note</font></TD>
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<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">G-2</font></TD>
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<P><font face="Times New Roman" size="2">Form of Swing Line Note</font></TD>
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<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">H</font></TD>
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<P><font face="Times New Roman" size="2">Form of Exemption Certificate</font> </TD>
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<TR><TD WIDTH="114" VALIGN="TOP">
<P><font face="Times New Roman" size="2">I</font></TD>
<TD WIDTH="435" VALIGN="TOP">
<P><font face="Times New Roman" size="2">Form of Lender Addendum</font></TD>
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<P style="text-indent: 60"><font face="Times New Roman" size="2">AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of August 21, 2003, among B&amp;G FOODS HOLDINGS CORP., a Delaware corporation ("<U>Holdings</U>"), B&amp;G FOODS, INC., a Delaware corporation (the "<U>Borrower</U>"), the several banks and other financial institutions or entities from time to time parties to this Agreement (the "<U>Lenders</U>"), LEHMAN BROTHERS INC., as sole advisor, sole lead arranger and sole bookrunner (in such capacity, the "<U>Arranger</U>"), LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, the "<U>Administrative Agent</U>") and the Other Agents.</font></P>
<U><P ALIGN="CENTER"><font face="Times New Roman" size="2">W I T N E S S E T H</font></U><font face="Times New Roman" size="2">:</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">WHEREAS, Holdings and the Borrower entered into the Revolving Credit Agreement, dated as of March 15, 1999 (as amended through the date hereof, the "<U>Existing Revolving Credit Agreement</U>"), with the several banks and other financial institutions or entities parties thereto and the Administrative Agent;</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">WHEREAS, the parties hereto have agreed to amend and restate the Existing Revolving Credit Agreement as provided in this Agreement, which Agreement shall become effective upon the satisfaction of certain conditions precedent set forth in Section 4.1 hereof; and</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">WHEREAS, it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Revolving Credit Agreement and which remain outstanding or evidence repayment of any of such obligations and liabilities and that this Agreement amend and restate in its entirety the Existing Revolving Credit Agreement and re-evidence the obligations of Holdings and the Borrower outstanding thereunder;</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">NOW, THEREFORE, in consideration of the above premises, the parties hereto hereby agree that on the Amendment/Restatement Effective Date (as defined below) the Existing Revolving Credit Agreement shall be amended and restated in its entirety as follows:</font></P>
<OL>

<P ALIGN="CENTER" style="margin-bottom: 15"><font face="Times New Roman" size="2">SECTION
1.&nbsp; DEFINITIONS</font>
</OL>

<p style="text-indent: 60">

<font face="Times New Roman" size="2">1.1&nbsp; <u>Defined Terms</u>.  As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.</font>

<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Acquired Assets</U>":
the Purchased Assets (as defined in the Acquisition Agreement).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Acquired Property</U>":  as defined in the definition of Consolidated EBITDA.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Acquisition</U>":  the acquisition by the Buyer of the Acquired Assets pursuant to the Acquisition Agreements.</font></P>
<blockquote>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Acquisition Agreements</U>":  collectively, the Asset Purchase Agreement and the Intellectual Property Purchase Agreement.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Acquisition Documentation</U>":  collectively, the Acquisition Agreements and all schedules, exhibits, annexes and amendments thereto and all side letters and agreements
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affecting the terms thereof or entered into in connection therewith, in each case, as amended, supplemented or otherwise modified from time to time.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Adjustment Date</U>":  as defined in the Pricing Grid.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Administrative Agent</U>":  as defined in the preamble hereto.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Affiliate</U>":  as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person.  For purposes of this definition, "control" of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Agents</U>":  the collective reference to the Administrative Agent, the Other Agents and, for purposes of Section 8, each Issuing Lender.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Aggregate Exposure</U>":  with respect to any Lender at any time, an amount equal to (a) until the Amendment/Restatement Effective Date, the amount of such Lender's Revolving Credit Commitment at such time and (b) thereafter, the amount of such Lender's Revolving Credit Commitment then in effect or, if the Revolving Credit Commitments have been terminated, the amount of such Lender's Revolving Extensions of Credit then outstanding.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Aggregate Exposure Percentage</U>":  with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender's Aggregate Exposure at such time to the sum of the Aggregate Exposures of all Lenders at such time.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Agreement</U>":  this Amended and Restated Revolving Credit Agreement, as amended, supplemented or otherwise modified from time to time.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Amendment/Restatement Effective Date</U>":  the date on which the conditions precedent set forth in Section 4.1 shall have been satisfied, which date shall be not later than September 30, 2003.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Applicable Margin</U>":  as set forth in the Pricing Grid.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Application</U>":  an application, in such form as the applicable Issuing Lender may specify from time to time, requesting such Issuing Lender to open a Letter of Credit.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Approved Fund</U>":  with respect to any Lender that is a fund that invests in commercial loans, any other fund that invests in commercial loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Arranger</U>":  as defined in the preamble hereto.</font></P>
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<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Asset Purchase Agreement</U>":  the Asset Purchase Agreement, dated as of July 29, 2003, as amended by letter agreement dated July 30, 2003, among Nestl&eacute; Prepared Foods Company, the Buyer and the Borrower.</font> </P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Asset Sale</U>":  any Disposition of Property or series of related Dispositions of Property (excluding any such Disposition permitted by clause (a), (b), (c) or (d) of Section 6.5) which yields gross proceeds to Holdings, the Borrower or any of its Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $1,000,000.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Assignee</U>":  as defined in Section 9.6(c).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Assignment and Acceptance</U>":  each Assignment and Acceptance, substantially in the form of Exhibit E, executed and delivered pursuant to Section 9.6.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Assignor</U>":  as defined in Section 9.6(c).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Available Revolving Credit Commitment</U>":  as to any Lender at any time, an amount equal to the excess, if any, of (a) such Lender's Revolving Credit Commitment then in effect <U>over</U> (b) such Lender's Revolving Extensions of Credit then outstanding; <U>provided</U>, that in calculating any Lender's Revolving Extensions of Credit for the purpose of determining such Lender's Available Revolving Credit Commitment pursuant to Section 2.4(a), the aggregate principal amount of Swing Line Loans then outstanding shall be deemed to be zero.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Base Rate</U>":  for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1 percent) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus one-half of 1 percent.  For purposes hereof:  "<U>Prime Rate</U>" shall mean the prime lending rate as set forth on the British Banking Association Telerate Page 5 (or such other comparable page as may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rate), as in effect from time to time.  Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.</P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Base Rate Loans</U>":  Loans for which the applicable rate of interest is based upon the Base Rate.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Benefitted Lender</U>":  as defined in Section 9.7.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Board</U>":  the Board of Governors of the Federal Reserve System of the United States (or any successor).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Borrower</U>":  as defined in the preamble hereto.</font></P>
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<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Borrowing Date</U>":  any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Business Day</U>":  (i) for all purposes other than as covered by clause (ii) below, a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close and (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Buyer</U>":  O Brand Acquisition Corp., a Delaware corporation and a Subsidiary of the Borrower.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Capital Expenditures</U>":  for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) which should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Capital Lease Obligations</U>":  as to any Person, 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, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Capital Stock</U>":  any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Cash Equivalents</U>":  (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-2 by S&amp;P or P-2 by Moody's, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or
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insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&amp;P or A by Moody's; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; and (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Code</U>":  the Internal Revenue Code of 1986, as amended from time to time.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Co-Documentation Agent</U>":  each of The Bank of New York and CIT Lending Services Corporation, in the capacity of co-documentation agent hereunder.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Collateral</U>":  all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Commitment Fee Rate</U>":  .50% per annum.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Commonly Controlled Entity</U>":  an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Compliance Certificate</U>":  a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Confidential Information Memorandum</U>":  the Confidential Information Memorandum dated August 2003 and furnished to the initial Lenders.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Consolidated Current Assets</U>":  at any date, all amounts (other than cash and Cash Equivalents) which would, in conformity with GAAP, be set forth opposite the caption "total current assets" (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Consolidated Current Liabilities</U>":  at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption "total current liabilities" (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date, but excluding (a) the current portion of any Funded Debt of the Borrower and its Subsidiaries and (b) without duplication of clause (a) above, all Indebtedness consisting of Loans, to the extent otherwise included therein.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Consolidated EBITDA</U>":  of any Person for any period, Consolidated Net Income of such Person and its Subsidiaries for such period <U>plus</U>, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such
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period, the sum of (a) income tax expense, (b) Consolidated Interest Expense of such Person and its Subsidiaries, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness, (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, losses on sales of assets outside of the ordinary course of business) and (f) any other non-cash charges, and <U>minus</U>, to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income (except to the extent deducted in determining Consolidated Interest Expense), (b) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business) and (c) any other non-cash income, all as determined on a consolidated basis; <U>provided</U>, that for purposes of calculating Consolidated EBITDA of the Borrower and its Subsidiaries for any period, (i) the Consolidated EBITDA of the Acquired Assets and any other Person or assets constituting a division or a line of business (such person or assets an "<U>Acquired Property</U>") acquired by the Borrower or its Subsidiaries during such period shall be included on a <U>pro</U> <U>forma</U> basis for such period (assuming the consummation of such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred on the first day of such period) if the balance sheet of such Acquired Property as at the end of the period preceding the acquisition of such Acquired Property and the related consolidated statements of income and stockholders' equity and of cash flows for the period in respect of which Consolidated EBITDA is to be calculated (x) have been previously provided to the Administrative Agent and the Lenders and (y) either (1) have been reported on without a qualification arising out of the scope of the audit by independent certified public accountants of nationally recognized standing or (2) have been found acceptable by the Administrative Agent, (ii) the Consolidated EBITDA of any assets Disposed of by the Borrower or its Subsidiaries during such period shall be excluded for such period (assuming the consummation of such Disposition and the repayment of any Indebtedness in connection therewith occurred on the first day of such period) and (iii) in calculating the amount of the Consolidated EBITDA of any Acquired Property to be included on a <U>pro</U> <U>forma</U> basis pursuant to the foregoing clause (i) of this <U>proviso</U>, the <U>pro forma</U> expenses of the Acquired Property for the relevant period shall be determined in accordance with the Borrower's customary practices consistent with the methodology reflected in the Pro Forma Balance Sheet and related financial statements included in the Confidential Information Memorandum.</font>  </P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">Notwithstanding the foregoing, the amount of Consolidated EBITDA for the periods of four consecutive fiscal quarters ending September 30, 2003, December 31, 2003, March 31, 2004 and June 30, 2004 shall be deemed to be the sum of (A) the actual amount of Consolidated EBITDA for such respective periods plus (B) $19,750,000, $14,812,500, $9,875,000 and $4,937,500, respectively.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Consolidated Interest Coverage Ratio</U>":  for any period, the ratio of (a) Consolidated EBITDA of the Borrower and its Subsidiaries for such period to (b)
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Consolidated Interest Expense of the Borrower and its Subsidiaries for such period payable in cash.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Consolidated Interest Expense</U>":  of any Person for any period, (a) total interest expense (including that attributable to Capital Lease Obligations) of such Person and its Subsidiaries for such period with respect to all outstanding Indebtedness of such Person and its Subsidiaries (including, without limitation, all commissions, discounts and other fees and charges owed by such Person with respect to letters of credit and bankers' acceptance financing and net costs of such Person under Hedge Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP, but excluding any deferred financing costs relating to the incurrence of any Indebtedness) minus (b) the total interest income of such Person for such period, determined in accordance with GAAP; <U>provided</U> that (i) when the term "Consolidated Interest Expense" is used in the calculation of the Consolidated Interest Coverage Ratio for any period, Consolidated Interest Expense shall include, on a <U>pro</U> <U>forma</U> basis, interest expense in respect of any Indebtedness incurred in connection with any acquisition of an Acquired Property during such period (assuming incurrence of such Indebtedness at the beginning of such period) and shall exclude, on a <U>pro</U> <U>forma</U> basis, interest expense in respect of any Indebtedness repaid in connection with a Disposition during such period (assuming repayment of such Indebtedness at the beginning of such period) and (ii) the calculation of Consolidated Interest Expense on a <U>pro</U> <U>forma</U> basis as required by the foregoing clause (i) of this proviso for the periods ending September 30, 2003, December 31, 2003, March 31, 2004 and June 30, 2004 shall be made as follows:  (A) in respect of the period of four consecutive fiscal quarters ending September 30, 2003, the <U>pro</U> <U>forma</U> Consolidated Interest Expense for such period shall be calculated by assuming that the Indebtedness incurred in connection with the Acquisition was incurred on the first day of such period and that such Indebtedness bore interest for such period at the weighted average rate at which such Indebtedness bears interest on September 30, 2003 and (B) in respect of the periods of four consecutive fiscal quarters ending December 31, 2003, March 31, 2004 and June 30, 2004, Consolidated Interest Expense for the relevant period shall be deemed to be equal to Consolidated Interest Expense for such fiscal quarter (and, in the case of the latter two determinations, each previous fiscal quarter ending after September 30, 2003) <U>multiplied by</U> 4, 2 and 4/3, respectively.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Consolidated Leverage Ratio</U>":  as at the last day of any period of four consecutive fiscal quarters, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA of the Borrower and its Subsidiaries for such period.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Consolidated Net Income</U>":  of any Person for any period, the consolidated net income (or loss) of such Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; <U>provided</U>, that in calculating Consolidated Net Income of the Borrower and its consolidated Subsidiaries for any period, there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary) in which the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary in the form of
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dividends or similar distributions and (c) the undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Consolidated Senior Debt</U>":  all Consolidated Total Debt other than the Senior Subordinated Notes.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Consolidated Senior Leverage Ratio</U>":  as of the last day of any period of four consecutive fiscal quarters, the ratio of (a) Consolidated Senior Debt on such day to (b) Consolidated EBITDA of the Borrower and its Subsidiaries for such period.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Consolidated Total Debt</U>":  at any date, the aggregate principal amount of all Funded Debt of the Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP; <U>provided</U> that, for purposes of calculating the financial ratios referred to in Sections 6.1(a) and (b) on any date, an amount equal to the then outstanding aggregate Reinvestment Deferred Amount on such date may be deducted from the amount of Consolidated Total Debt on such date so long as such Reinvestment Deferred Amount is on deposit in an account subject, pursuant to the Guarantee and Collateral Agreement, to the sole dominion and control of the Administrative Agent for the ratable benefit of the Lenders and the Term Loan Lenders (it being understood that the foregoing deduction shall not be made when calculating the Consolidated Leverage Ratio for purposes of determining the Applicable Margin).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Consolidated Working Capital</U>":  at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Contractual Obligation</U>":  as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Control Investment Affiliate</U>":  as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies.  For purposes of this definition, "control" of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Default</U>":  any of the events specified in Section&nbsp;7, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Derivatives Counterparty</U>":  as defined in Section 6.6.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Disposition</U>":  with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof; and the terms "<U>Dispose</U>" and "<U>Disposed of</U>" shall have correlative meanings.</font></P>

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<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Dollars</U>" and "<U>$</U>":  lawful currency of the United States of America.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Domestic Subsidiary</U>":  any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States of America.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Environmental Laws</U>":  any and all laws, rules, orders, regulations, statutes, ordinances, enforceable guidelines, codes, decrees, or other legally enforceable requirements (including, without limitation, common law) of any international authority, foreign government, the United States, or any state, local, municipal or other governmental authority, regulating, relating to or imposing liability or standards of conduct concerning  protection of the environment or of human health, or employee health and safety, as has been, is now, or may at any time hereafter be, in effect.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Environmental Permits</U>":  any and all permits, licenses, approvals,  registrations, notifications, exemptions and other authorizations required under any Environmental Law.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>ERISA</U>":  the Employee Retirement Income Security Act of 1974, as amended from time to time.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Eurocurrency Reserve Requirements</U>":  for any day, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Eurodollar Base Rate</U>":  with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period.  In the event that such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen), the "<U>Eurodollar Base Rate</U>" for purposes of this definition shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Eurodollar Loans</U>":  Revolving Credit Loans the rate of interest applicable to which is based upon the Eurodollar Rate.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Eurodollar Rate</U>":  with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of&nbsp;1%):</font></P>
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<P ALIGN="CENTER"><font face="Times New Roman" size="2">1.00 - Eurocurrency Reserve Requirements</font></TD>
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<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Eurodollar Tranche</U>":  the collective reference to Eurodollar Loans the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Eurodollar Loans shall originally have been made on the same day).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Event of Default</U>":  any of the events specified in Section 7, <U>provided</U> that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Excess Cash Flow</U>":  for any fiscal year of the Borrower, the excess, if any, of (a) the sum, without duplication, of (i) Consolidated Net Income for such fiscal year, (ii) an amount equal to the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income, (iii) decreases in Consolidated Working Capital for such fiscal year, (iv) an amount equal to the aggregate net non-cash loss on the Disposition of Property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income and (v) the net increase during such fiscal year (if any) in deferred tax accounts of the Borrower <U>over</U> (b) the sum, without duplication, of (i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income, (ii) the Specified Capital Expenditure Amount for such fiscal year, (iii) the aggregate amount of all prepayments of Revolving Credit Loans during such fiscal year to the extent accompanying permanent optional reductions of the Revolving Credit Commitments and all optional prepayments of the Term Loans during such fiscal year, (iv) the aggregate amount of all regularly scheduled principal payments of Funded Debt (including, without limitation, the Term Loans) of the Borrower and its Subsidiaries made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), (v) increases in Consolidated Working Capital for such fiscal year, (vi) an amount equal to the aggregate net non-cash gain on the Disposition of Property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income, (vii) an amount equal to the aggregate cash gain on the Disposition of Property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business) to the extent (A) included in arriving at such Consolidated Net Income, and (B) included in any Reinvestment Deferred Amount or applied as a Capital Expenditure during such fiscal year, (viii) the net decrease during such fiscal year (if any) in deferred tax accounts of the Borrower, (ix) the amount of cash invested in Permitted Acquisitions during such fiscal year (excluding any such Permitted Acquisition to the extent financed with the proceeds of Indebtedness or any Reinvestment Deferred Amount) and (x) the Permitted Stock Repurchase Amount for such fiscal year (less the amount of proceeds of resales of stock reinvested in the Borrower during such fiscal year as contemplated by the definition of "Permitted Stock Repurchase Amount" in this Section 1.1).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Excess Cash Flow Application Date</U>":  as defined in Section 2.7(c).</font></P>
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<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Excluded Foreign Subsidiaries</U>":  any Foreign Subsidiary in respect of which either (i) the pledge of all of the Capital Stock of such Subsidiary as Collateral or (ii) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower (it being understood that Les Products Alimentaires Jacques et Fils Inc. is not an Excluded Foreign Subsidiary).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Existing Issuing Lender</U>":  The Bank of New York, as issuer of the Existing Letters of Credit.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Existing Letters of Credit</U>":  the letters of credit described in Annex B.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Existing Revolving Credit Agreement</U>":  as defined in the recitals hereto.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Federal Funds Effective Rate</U>":  for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New&nbsp;York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.</font>  </P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Foreign Subsidiary</U>":  any Subsidiary of the Borrower that is not a Domestic Subsidiary.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Funded Debt</U>":  as to any Person, all Indebtedness of such Person of the types described in clauses (a) through (e) of the definition of "Indebtedness" in this Section.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Funding Office</U>":  the office specified from time to time by the Administrative Agent as its funding office by notice to the Borrower and the Lenders.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>FY</U>":  when used with a numerical year designation, means such fiscal year (e.g. FY 2003 means fiscal year 2003, which ends on the Saturday nearest to December 31, 2003); and "<U>FQ1</U>", "<U>FQ2</U>", "<U>FQ3</U>", and "<U>FQ4</U>", when used with a numerical year designation, means the first, second, third or fourth fiscal quarters, respectively, of such fiscal year of the Borrower (e.g., FQ1 2003 means the first fiscal quarter of FY 2003).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>GAAP</U>":  generally accepted accounting principles in the United States of America as in effect from time to time, except that for purposes of Section 6.1, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements referred to in Section 3.1(b).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Governmental Authority</U>":  any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.</font></P>
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<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Guarantee and Collateral Agreement</U>":  the Amended and Restated Guarantee and Collateral Agreement to be executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor, substantially in the form of Exhibit A, as the same may be amended, supplemented or otherwise modified from time to time.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Guarantee Obligation</U>":  as to any Person (the "<U>guaranteeing person</U>"), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit), if to induce the creation of such obligation of such other Person the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the "<U>primary obligations</U>") of any other third Person (the "<U>primary obligor</U>") in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; <U>provided</U>, <U>however</U>, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.  The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person's maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Guarantors</U>":  the collective reference to Holdings and the Subsidiary Guarantors.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Hedge Agreements</U>":  all interest rate or currency swaps, caps or collar agreements or similar arrangements entered into by the Borrower or its Subsidiaries providing for protection against fluctuations in interest rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies.</font> </P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Indebtedness</U>":  of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables incurred in the ordinary course of such Person's business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness
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created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above; (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation (<U>provided</U> that, if such Person has not assumed or become liable for the payment of such obligation, the amount of Indebtedness constituted by such obligation shall be deemed to be the lesser of (i) the stated amount thereof or (ii) the fair market value of the Property encumbered by such Lien), (j) for the purposes of Section 7(e) only, all obligations of such Person in respect of Hedge Agreements and (k) the liquidation value of any preferred Capital Stock of such Person or its Subsidiaries held by any Person other than such Person and its Wholly Owned Subsidiaries if such Preferred Capital Stock is mandatorily redeemable prior to the date which is 91 days after the final scheduled maturity date of the Term Loans.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Indemnified Liabilities</U>":  as defined in Section 9.5.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Indemnitee</U>":  as defined in Section 9.5.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Insolvency</U>":  with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Insolvent</U>":  pertaining to a condition of Insolvency.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Intellectual Property</U>":  the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Intellectual Property Purchase Agreement</U>":  as defined in the Asset Purchase Agreement.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Interest Payment Date</U>":  (a) as to any Base Rate Loan, the last day of each March, June, September and December to occur while such Base Rate Loan is outstanding and the final maturity date of such Base Rate Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest
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Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day which is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any Eurodollar Loan, the date of any repayment or prepayment made in respect thereof.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Interest Period</U>":  as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; <U>provided</U> that, all of the foregoing provisions relating to Interest Periods are subject to the following:</font></P>
  <blockquote>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(i)&nbsp;&nbsp;
    if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(ii)&nbsp; any Interest Period that would otherwise extend beyond the Revolving Credit Termination Date shall end on the Revolving Credit Termination Date;</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(iii)&nbsp;
    any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(iv)&nbsp; the Borrower shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan during an Interest Period for such Eurodollar Loan.</font>
  </blockquote>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Investments</U>":  as defined in Section 6.8.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Issuing Lender</U>":  the Existing Issuing Lender and any Lender selected by the Borrower, with the consent of such Lender and the Administrative Agent, to act as Issuing Lender, in its capacity as issuer of any Letter of Credit.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Joint Required Lenders</U>":  Lenders and/or Term Loan Lenders holding more than 60% of the sum of (a) the aggregate amount (drawn and undrawn) of the Revolving Credit Commitments and (b) the aggregate unpaid principal amount of the Term Loans then outstanding.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>L/C Commitment</U>":  $5,000,000.</font></P>
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<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>L/C Fee Payment Date</U>":  the last day of each March, June, September and December and the last day of the Revolving Credit Commitment Period.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>L/C Obligations</U>":  at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.24.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>L/C Participants</U>":  the collective reference to all the Lenders other than the relevant Issuing Lender.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Lender Addendum</U>":  with respect to any initial Lender, a Lender Addendum, substantially in the form of Exhibit I, to be executed and delivered by such Lender on the Amendment/Restatement Effective Date as provided in Section 9.17.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Lenders</U>":  as defined in the preamble hereto.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Letters of Credit</U>":  as defined in Section 2.20(a).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Lien</U>":  any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Loan</U>":  any loan made by any Lender pursuant to this Agreement.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Loan Documents</U>":  this Agreement, the Applications, the Security Documents, the Syndication Letter Agreement and the Notes.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Loan Parties</U>":  Holdings, the Borrower and each Subsidiary of the Borrower which is a party to a Loan Document.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Material Adverse Effect</U>":  a material adverse effect on (a) the enforceability of the Acquisition Agreements, (b) the business, assets, property or financial condition of the Borrower and its Subsidiaries taken as a whole or (c)&nbsp;the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Material Environmental Amount</U>":  an amount or amounts payable by the Borrower and/or any of its Subsidiaries, in the aggregate in excess of $2,000,000 in respect of any one occurrence, for:  costs to comply with any Environmental Law; costs of any investigation, and any remediation, of any Material of Environmental Concern; and compensatory damages (including, without limitation damages to natural resources), punitive damages, fines, and penalties pursuant to any Environmental Law.</font></P>
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<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Materials of Environmental Concern</U>":  any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity, and any other substances or forces of any kind, whether or not any such substance or force is defined as hazardous or toxic under any Environmental Law, that is regulated pursuant to or could reasonably be expected to give rise to liability under any Environmental Law.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Moody's</U>":  Moody's Investors Service, Inc.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Mortgaged Properties</U>":  the real properties listed on Schedule 1.1, as to which the Administrative Agent for the benefit of the Lenders has been or shall be granted a Lien pursuant to the Mortgages.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Mortgages</U>":  each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Lenders and the Term Loan Lenders, substantially in the form of Exhibit&nbsp;D (with such changes thereto as shall be advisable under the law of the jurisdiction in which such mortgage or deed of trust is to be recorded), as the same may be amended, supplemented or otherwise modified from time to time.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Multiemployer Plan</U>":  a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Net Cash Proceeds</U>":  (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of attorneys' fees, accountants' fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or sale of equity securities or debt securities or instruments or the incurrence of loans, the cash proceeds received from such issuance or incurrence, net of attorneys' fees, investment banking fees, accountants' fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Non-Excluded Taxes</U>":  as defined in Section 2.15(a).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Non-U.S. Lender</U>":  as defined in Section 2.15(d).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Notes</U>":  the collective reference to each promissory note, if any, evidencing Loans.</font></P>
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<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Obligations</U>":  the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, the Reimbursement Obligations and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender or any Qualified Counterparty, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Hedge Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise; <U>provided</U>, that (i) obligations of the Borrower or any Subsidiary under any Specified Hedge Agreement shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (ii) any release of Collateral or Guarantors or any waiver or modification of any other provision in the Loan Documents regarding the Collateral effected in the manner permitted by this Agreement shall not require the consent of  holders of obligations under Specified Hedge Agreements.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Original Closing Date</U>":  March 15, 1999.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Other Agents</U>":  the collective reference to the Co-Documentation Agents and the Syndication Agent.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Other Taxes</U>":  any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Participant</U>":  as defined in Section 9.6(b).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Payment Office</U>":  the office specified from time to time by the Administrative Agent as its payment office by notice to the Borrower and the Lenders.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>PBGC</U>":  the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Permitted Acquisition</U>":  any acquisition by the Borrower or any of its Subsidiaries of all of the Capital Stock of, or all or substantially all of the assets constituting a business unit of, any other Person so long as, with respect to any such acquisition, the following conditions are satisfied:</font></P>
<blockquote>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(a)&nbsp; no Default or Event of Default shall have occurred and be continuing or would result from such acquisition;</font>
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  <p style="text-indent: 30"><font face="Times New Roman" size="2">(b)&nbsp; the Borrower shall be in compliance with the financial covenants set forth in Section 6.1, after giving <U>pro</U> <U>forma</U> effect to such acquisition as if it had occurred on the first day of the respective periods measured by such covenants;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(c)&nbsp; such acquisition shall be consistent with the Borrower's stated management strategy as in effect on the Amendment/Restatement Effective Date, and the target of such acquisition shall be in the same or a similar line of business as the Borrower and its Subsidiaries;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(d)&nbsp; the aggregate consideration for such acquisition shall not exceed $50,000,000; provided, that the foregoing restriction in this paragraph (d) shall not be applicable to any acquisition if the Consolidated Leverage Ratio would be less than or equal to 4.75 to 1.0 after giving <U>pro forma</U> effect to such acquisition as if it had occurred on the first day of the period measured by the Consolidated Leverage Ratio;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(e)&nbsp; the target of such acquisition either (i) shall have had positive consolidated net income before interest, taxes, depreciation and amortization, determined in accordance with GAAP ("<U>EBITDA</U>") for the period of four consecutive fiscal quarters of such target most recently ended prior to the date of such acquisition, or (ii) shall have had positive <U>pro</U> <U>forma</U> EBITDA for such period (such <U>pro</U> <U>forma</U> EBITDA to be determined in accordance with the Borrower's customary practices consistent with the methodology reflected in the Pro Forma Balance Sheet and related financial statements included in the Confidential Information Memorandum);</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(f)&nbsp; the Borrower shall have performed reasonable and customary due diligence with respect to such acquisition and the target thereof, including with respect to environmental matters;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(g)&nbsp; the Borrower and/or the applicable Subsidiary shall have obtained all material third party consents and approvals required in connection with such acquisition;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(h)&nbsp; environmental audits, if any, pro forma financial statements, appraisals, if any, accounting reviews and material business due diligence reports conducted by the Borrower with respect to the business to be acquired shall have been delivered to Administrative Agent not less than ten Business Days prior to consummation of such acquisition;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(i)&nbsp; the Borrower shall have reasonably determined that it has adequate liquidity available for working capital; and</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(j)&nbsp; substantially all of the assets so acquired are located in the United States or Canada or, if such acquisition is structured as a purchase of stock, the Person so acquired is organized under the laws of a state of the United States, and substantially all of the assets owned by such Person are located in the United States or Canada; <U>provided</U>, that (i) the Borrower may acquire the stock of a
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  Person organized under the laws of a state of the United States whose assets are located, in whole or in part, in Puerto Rico or Canada, if such Person becomes a Subsidiary Guarantor and grants a security interest in its assets as contemplated by Section 5.10 and (ii) the Borrower may acquire the stock of any Person organized under the laws of Puerto Rico or Canada, so long as the aggregate amount of Investments made pursuant to this clause (ii), together with Investments made as permitted by Section 6.8(h), does not exceed $5,000,000.</font>

</blockquote>

<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Permitted Investors</U>":  the collective reference to the Sponsor, Bruce C. Bruckmann, Harold O. Rosser II, Stephen C. Sherrill, Donald Bruckmann, H. Virgil Sherrill, Nancy Zweng, BCB Partnership, NAZ Partnership, Paul D. Kaminski, Elizabeth McShane, Beverly Place and Polly Bruckmann and their respective Control Investment Affiliates.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Permitted Stock Repurchase Amount</U>":  the amount of Restricted Payments made by the Borrower to Holdings and applied by Holdings to repurchase Capital Stock of Holdings from directors, officers and employees of the Borrower in connection with the death, departure or termination of employment of such directors, officers and employees; <U>provided</U>, that (a) the proceeds of any resale of the Capital Stock so purchased are immediately after such resale reinvested in the common equity of the Borrower and (b) the cumulative amount of such payments from and after the Original Closing Date, <U>less</U> the cumulative amount of proceeds of such resales reinvested in the Borrower, shall not at any time exceed $5,000,000.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Person</U>":  an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Plan</U>":  at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Pricing Grid</U>":  the Pricing Grid attached as Annex A.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Pro Forma Balance Sheet</U>":  as defined in Section 3.1(a).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Projections</U>":  as defined in Section 5.2(c).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Property</U>":  any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Qualified Counterparty</U>":  with respect to any Specified Hedge Agreement, any counterparty thereto that, at the time such Specified Hedge Agreement was entered into, was a Lender or an affiliate of a Lender.</font></P>
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<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Recovery Event</U>":  any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of  Holdings, the Borrower or any of its Subsidiaries which yields gross proceeds to Holdings, the Borrower or any of its Subsidiaries in excess of $1,000,000.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Refunded Swing Line Loans</U>":  as defined in Section 2.2.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Refunding Date</U>":  as defined in Section 2.2.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Register</U>":  as defined in Section 9.6(d).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Regulation H</U>":  Regulation H of the Board as in effect from time to time.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Regulation U</U>":  Regulation U of the Board as in effect from time to time.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Reimbursement Obligation</U>":  the obligation of the Borrower to reimburse the relevant Issuing Lender pursuant to Section 2.24 for amounts drawn under Letters of Credit.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Reinvestment Deferred Amount</U>":  with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by Holdings, the Borrower or any of its Subsidiaries in connection therewith that are not applied to prepay the Loans pursuant to Section 2.7(b) as a result of the delivery of a Reinvestment Notice.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Reinvestment Event</U>":  any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Reinvestment Notice</U>":  a written notice executed by a Responsible Officer stating that no Default or Event of Default has occurred and is continuing and that the Borrower (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire, repair or restore assets useful in the Borrower's or any Subsidiary's business.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Reinvestment Prepayment Amount</U>":  with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire, repair or restore assets useful in the Borrower's or any Subsidiary's business.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Reinvestment Prepayment Date</U>":  with respect to any Reinvestment Event, the earlier of (b) the date occurring 270 days after such Reinvestment Event and (a) the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, acquire, repair or restore assets useful in the Borrower's or any Subsidiary's business with all or any portion of the relevant Reinvestment Deferred Amount.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Reorganization</U>":  with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.</font></P>
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<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Reportable Event</U>":  any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg.
Section 4043.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Required Lenders</U>":  at any time, the holders of more than 50% of (a) until the Amendment/Restatement Effective Date, the Total Revolving Credit Commitments and (b) thereafter, the Total Revolving Credit Commitments then in effect or, if the Revolving Credit Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Requirement of Law</U>":  as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Responsible Officer</U>":  the chief executive officer, president or chief financial officer of the Borrower, but in any event, with respect to financial matters, the chief financial officer of the Borrower.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Restricted Payments</U>":  as defined in Section 6.6.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Revolving Credit Commitment</U>":  as to any Lender, the obligation of such Lender to make or participate in Loans and issue or participate in Letters of Credit, in an aggregate principal and/or face amount not to exceed the amount set forth under the heading "Revolving Credit Commitment" opposite such Lender's name on Schedule 1 to the Lender Addendum delivered by such Lender, or, as the case may be, in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.  The original amount of the Total Revolving Credit Commitments is $50,000,000.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Revolving Credit Commitment Period</U>":  the period from and including the Amendment/Restatement Effective Date to the Revolving Credit Termination Date.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Revolving Credit Loans</U>":  as defined in Section 2.1.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Revolving Credit Percentage</U>":  as to any Lender at any time, the percentage which such Lender's Revolving Credit Commitment then constitutes of the Total Revolving Credit Commitments (or, at any time after the Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender's Revolving Credit Loans then outstanding constitutes of the aggregate principal amount of the Revolving Credit Loans then outstanding).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Revolving Credit Termination Date</U>":  August 31, 2008; <U>provided</U>, that if on February 1, 2007 the Senior Subordinated Notes have not been refinanced with the proceeds of Indebtedness having a final maturity date of August 31, 2010 or later, the "Revolving Credit Termination Date" shall be February 1, 2007.</font></P>
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<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Revolving Extensions of Credit</U>":  as to any Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, (b) such Lender's Revolving Credit Percentage of the L/C Obligations then outstanding and (c) such Lender's Revolving Credit Percentage of the aggregate principal amount of Swing Line Loans then outstanding.</font> </P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>S&amp;P</U>":  Standard &amp; Poor's Ratings Services.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>SEC</U>":  the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Security Documents</U>":  the collective reference to the Guarantee and Collateral Agreement, the Mortgages and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any Property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document and of any Loan Party (as defined in the Term Loan Agreement) under any Loan Document (as defined in the Term Loan Agreement).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Senior Subordinated Note Indenture</U>":  collectively, (i) the Indenture, dated as of August 11, 1997, entered into by the Borrower and certain of its Subsidiaries and The Bank of New York, as Trustee, in connection with the issuance of the Senior Subordinated Notes I, and (ii) the Indenture, dated as of March 7, 2002, entered into by the Borrower and certain of its Subsidiaries and The Bank of New York, as Trustee, in connection with the issuance of the Senior Subordinated Notes II, in each case together with all instruments and other agreements entered into by the Borrower or such Subsidiaries in connection therewith, as the same may be amended, supplemented or otherwise modified from time to time in accordance with Section 6.9.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Senior Subordinated Notes</U>":  the collective reference to Senior Subordinated Notes I and Senior Subordinated Notes II.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Senior Subordinated Notes I</U>":  the subordinated notes of the Borrower issued in 1997 pursuant to the Senior Subordinated Note Indenture in the original aggregate principal amount of $120,000,000.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Senior Subordinated Notes I Termination Date</U>":  the date on which both (i) the Senior Subordinated Notes I have been paid in full and (ii) the related Senior Subordinated Note Indenture has been terminated.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Senior Subordinated Notes II</U>":  the subordinated notes of the Borrower issued in 2002 pursuant to the Senior Subordinated Note Indenture in the aggregate principal amount of $100,000,000.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Single Employer Plan</U>":  any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Solvent</U>":  when used with respect to any Person, that, as of any date of determination, (a) the amount of the "present fair saleable value" of the assets of such
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Person will, as of such date, exceed the amount of all "liabilities of such Person, contingent or otherwise", as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature.  For purposes of this definition, (i) "debt" means liability on a "claim", and (ii) "claim" means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Specified Capital Expenditure Amount</U>":  for any fiscal year (the "<U>Calculation Year</U>"), an amount equal to the amount of Capital Expenditures permitted by Section 6.7 to be made in the Calculation Year (including any amount carried over from the prior fiscal year), <U>minus</U> (b) the amount of any permitted Capital Expenditures from the prior fiscal year which was carried over into the Calculation Year but not actually expended for Capital Expenditures in the Calculation Year.</font> </P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Specified Change of Control</U>":  a "Change of Control" as defined in the Senior Subordinated Note Indenture.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Specified Hedge Agreement</U>":  any Hedge Agreement entered into by the Borrower or any of its Subsidiaries and any Qualified Counterparty.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Sponsor</U>":  Bruckmann, Rosser, Sherill &amp; Co., L.P.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Subsidiary</U>":  as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Subsidiary Guarantor</U>":  each Subsidiary of the Borrower other than any Excluded Foreign Subsidiary.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Swing Line Commitment</U>":  the obligation of the Swing Line Lender to make Swing Line Loans pursuant to Section 2.2 in an aggregate principal amount at any one time outstanding not to exceed $5,000,000.</font></P>
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<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Swing Line Lender</U>":  Lehman Commercial Paper Inc., in its capacity as the lender of Swing Line Loans.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Swing Line Loans</U>":  as defined in Section 2.1(b).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Syndication Agent</U>":  Fleet Nation Bank, in the capacity of syndication agent hereunder.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Swing Line Participation Amount</U>":  as defined in Section 2.2.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Syndication Date</U>":  the date on which the syndication of the Revolving Credit Commitments has been completed and the entities selected as Lenders in such syndication process have become parties to this Agreement.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Syndication Letter Agreement</U>":  the letter agreement, dated as of the date hereof, between the Borrower and the Arranger relating to the syndication of the revolving credit facility provided for hereunder and of the Term Loan Facilities.</font>  </P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Term Loan Agreement</U>":  the Term Loan Agreement, dated as of August 21, 2003, among the Borrower, the lenders named therein, Lehman Commercial Paper Inc., as administrative agent, and others, as the same may be amended, supplemented or otherwise modified from time to time.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Term Loan Facility</U>":  the credit facility made available pursuant to the Term Loan Agreement.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Term Loan Lender</U>":  each Lender (as defined in the Term Loan Agreement).</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Term Loans</U>":  as defined in the Term Loan Agreement.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Total Revolving Credit Commitments</U>":  at any time, the aggregate amount of the Revolving Credit Commitments of the Lenders then in effect.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Total Revolving Extensions of Credit</U>":  at any time, the aggregate amount of the Revolving Extensions of Credit of the Lenders outstanding at such time.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Transferee</U>":  as defined in Section 9.14.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Type</U>":  as to any Loan, its nature as a Base Rate Loan or a Eurodollar Loan.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Wholly Owned Subsidiary</U>":  as to any Person, any other Person all of the Capital Stock of which (other than directors' qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.</font></P>
<P style="text-indent: 60"><font face="Times New Roman" size="2">"<U>Wholly Owned Subsidiary Guarantor</U>":  any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.</font></P>
</blockquote>
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<p style="text-indent: 60"><font face="Times New Roman" size="2">1.2&nbsp; <U>Other Definitional
Provisions</U>. (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.</font>

<U></U>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to Holdings, the Borrower and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under
GAAP.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(c) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.</font>
<p align="center"><font face="Times New Roman" size="2"> SECTION 2. AMOUNT AND
TERMS OF COMMITMENTS; LETTERS OF CREDIT</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">2.1 <U>Revolving Credit Commitments; Swing Line
Commitment</U>.  &nbsp;&nbsp;(a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans ("<U>Revolving Credit Loans</U>") to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender's Revolving Credit Percentage of the L/C Obligations and Swing Line Loans then outstanding, does not exceed the amount of such Lender's Revolving Credit Commitment.  During the Revolving Credit Commitment Period the Borrower may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.  The Revolving Credit Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.8, <U>provided</U> that no Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Revolving Credit Termination Date.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) Subject to the terms and conditions hereof, the Swing Line Lender agrees to make available a portion of the credit otherwise available to the Borrower under the Revolving Credit Commitments from time to time during the Revolving Credit Commitment Period by making swing line loans ("<U>Swing Line Loans</U>") to the Borrower; <U>provided</U> that (i) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender's other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect) and (ii) the Borrower shall not request, and the Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments would be less than zero.  During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all
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in accordance with the terms and conditions hereof.  Swing Line Loans shall be Base Rate Loans only.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(c) The Borrower shall repay all outstanding Loans on the Revolving Credit Termination Date.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">2.2 <U>Procedure for Borrowing; Swing Line Loans; Refunding of Swing Line
Loans</U>.  &nbsp;(a) &nbsp;The Borrower may borrow Revolving Credit Loans under the Revolving Credit Commitments during the Revolving Credit Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (i) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (ii) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans), specifying (A) the amount and Type of Revolving Credit Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the length of the initial Interest Period therefor.  Any Revolving Credit Loans made on the Amendment/Restatement Effective Date shall initially be Base Rate Loans and may be converted to Eurodollar Loans pursuant to Section 2.8.  Each borrowing under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Revolving Credit Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $1,000,000 in excess thereof, provided, that the Swing Line Lender may request, on behalf of the Borrower, borrowings under the Revolving Credit Commitments which are Base Rate Loans in other amounts pursuant to Section 2.2(c).  Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof.  Each Lender will make the amount of its pro rata share of each borrowing of Revolving Credit Loans available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent.  Such borrowing will then be made available to the Borrower by the Administrative Agent in like funds as received by the Administrative Agent.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) Whenever the Borrower desires that the Swing Line Lender make Swing Line Loans it shall give the Swing Line Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swing Line Lender not later than 1:00 P.M., New York City time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Credit Commitment Period).  Each borrowing under the Swing Line Commitment shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof.  Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swing Line Loans, the Swing Line Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swing Line Loan to be made by the Swing Line Lender.  The Administrative Agent shall make the proceeds of such Swing Line Loan available to the Borrower on such Borrowing Date in immediately available funds.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(c) The Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swing
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Line Lender to act on its behalf), on one Business Day's notice given by the Swing Line Lender no later than 12:00 Noon, New York City time, request each Lender to make, and each Lender hereby agrees to make, a Revolving Credit Loan, in an amount equal to such Lender's Revolving Credit Percentage of the aggregate amount of the Swing Line Loans (the "<U>Refunded Swing Line Loans</U>") outstanding on the date of such notice, to repay the Swing Line Lender.  Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice.  The proceeds of such Revolving Credit Loans shall be immediately made available by the Administrative Agent to the Swing Line Lender for application by the Swing Line Lender to the repayment of the Refunded Swing Line Loans.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(d) If prior to the time a Revolving Credit Loan would have otherwise been made pursuant to Section 2.2(c), one of the events described in Section 7(f) shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swing Line Lender in its sole discretion, Revolving Credit Loans may not be made as contemplated by Section 2.2(c), each Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.2(c) (the "<U>Refunding Date</U>"), purchase for cash an undivided participating interest in the then outstanding Swing Line Loans by paying to the Swing Line Lender an amount (the "<U>Swing Line Participation Amount</U>") equal to (i) such Lender's Revolving Credit Percentage <U>times</U> (ii) the sum of the aggregate principal amount of Swing Line Loans then outstanding which were to have been repaid with such Revolving Credit Loans.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(e) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender's Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender's <U>pro</U> <U>rata</U> portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); <U>provided</U>, <U>however</U>, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(f) Each Lender's obligation to make the Revolving Credit Loans referred to in Section 2.2(c) and to purchase participating interests pursuant to Section 2.2(d) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.</font>

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<p style="text-indent: 60"><font face="Times New Roman" size="2">2.3 <U>Repayment of Loans; Evidence of
Debt</U>.  &nbsp;(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Lender the then unpaid principal amount of each Loan of such Lender on the Revolving Credit Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 7). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.10.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 9.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.3(b) shall, to the extent permitted by applicable law, be <U>prima</U> <U>facie</U> evidence of the existence and amounts of the obligations of the Borrower therein recorded; <U>provided</U>, <U>however</U>, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to such Borrower by such Lender in accordance with the terms of this Agreement.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the Borrower evidencing any Revolving Credit Loans or Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit G-1 and G-2, respectively, with appropriate insertions as to date and principal amount; <U>provided</U> that delivery of such notes shall not be a condition precedent to the making of the Loans on the Amendment/Restatement Effective Date.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">2.4 <u>Commitment
Fees, etc.</u> (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee for the period from and including the Amendment/Restatement Effective Date to the last day of the Revolving Credit Commitment Period, computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Credit Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Credit Termination Date (or any earlier date of termination of the Revolving Credit Commitments), commencing on the first of such dates to occur after the date hereof.</font>
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<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates agreed to in writing by the Borrower and the Administrative Agent prior to the Amendment/Restatement Effective Date.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">2.5 <U>Termination or Reduction of Revolving Credit
Commitments</U>.  The Borrower shall have the right, upon not less than three Business Days' notice to the Administrative Agent (which shall promptly notify each Lender thereof), to terminate the Revolving Credit Commitments or, from time to time, to reduce the amount of the Revolving Credit Commitments; <U>provided</U> that no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans and/or Swing Line Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitments.  Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitments then in effect.</font>
<U><font face="Times New Roman" size="2"></font></U>
<p style="text-indent: 60"><font face="Times New Roman" size="2">2.6 <u>Optional
Prepayments</u>.&nbsp; The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as otherwise provided herein), upon irrevocable notice delivered to the Administrative Agent at least three Business Days prior thereto in the case of Eurodollar Loans and at least one Business Day prior thereto in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans; <U>provided</U>, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.  If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of prepayments of Base Rate Loans) accrued interest to such date on the amount prepaid.  Partial prepayments of Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof, and partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.</font><U> <font face="Times New Roman" size="2"></font></U>
<p style="text-indent: 60"><font face="Times New Roman" size="2">2.7 <u>Mandatory
Prepayments</u>. (a) Subject to Section 2.7(d), if any Capital Stock shall be issued (excluding (i) Capital Stock of Holdings issued to Persons who are Permitted Investors, <U>provided</U> that prior to and after giving effect to the proposed issuance, no Default or Event of Default shall have occurred and be continuing and (ii) Capital Stock issued by any Subsidiary to the Borrower or any other Subsidiary), or Indebtedness incurred, by Holdings, the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 6.2 as the same may be amended from time to time in accordance with the terms hereof), an amount equal to the Net Cash Proceeds thereof shall, unless the Required Lenders shall otherwise agree, be applied on the date of such issuance or incurrence toward the prepayment of the Loans (without any accompanying mandatory reduction of the Revolving Credit Commitments).  The provisions of this Section do not constitute either (i) a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Guarantee and Collateral Agreement, or a consent to the incurrence of any Indebtedness by Holdings, the Borrower or any of its Subsidiaries, in each case, which is otherwise prohibited by this Agreement, or (ii) a waiver of any resulting Default or Event of Default or a forbearance by the Lenders with respect to any such prohibited action.</font>
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<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) Subject to Section 2.7(d), if on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to such Net Cash Proceeds shall, unless the Required Lenders shall otherwise agree, be applied on such date toward the prepayment of the Loans (without any accompanying mandatory reduction of the Revolving Credit Commitments); <U>provided</U>, that, notwithstanding the foregoing, (i) the aggregate amount of Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $50,000,000 in any fiscal year and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans.  Notwithstanding the foregoing, with respect to any Asset Sale for which the Borrower had in place a signed letter of intent on July 28, 2003, the Borrower shall not be permitted to submit a Reinvestment Notice in respect thereof but, instead, shall be required to apply the Net Cash Proceeds thereof immediately upon receipt thereof, <U>first</U>, toward prepayment of the Term Loans, <U>second</U>, after prepayment in full of the Term Loans, toward prepayment of the Loans.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(c) Subject to Section 2.7(d), if, for any fiscal year of the Borrower commencing with the fiscal year ending January 1, 2005, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, unless the Required Lenders shall otherwise agree, apply a percentage of such Excess Cash Flow toward the prepayment of the Loans (without any accompanying mandatory reduction of the Revolving Credit Commitments).  Such percentage shall equal (x) if the Consolidated Leverage Ratio as at the last day of the fiscal year in respect of which such Excess Cash Flow is calculated exceeds 4.5 to 1.0, 75%, (y) if the Consolidated Leverage Ratio as at such last day exceeds 3.5 to 1.0 but is less than or equal to 4.5 to 1.0, 50% and (z) if the Consolidated Leverage Ratio as at such last day is less than or equal to 3.5 to 1.0, 0%.  Each such prepayment shall be made on a date (an "<U>Excess Cash Flow Application Date</U>") no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(d) Notwithstanding the foregoing paragraphs (a), (b) and (c), no prepayment of Loans shall be required by this Section 2.7 until the Term Loans have been repaid in full.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(e) The amount of any prepayment pursuant to this Section shall be applied <U>first</U>, to Base Rate Loans and, <U>second</U>, to Eurodollar Loans.  Each prepayment of the Loans under this Section (except in the case of Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">2.8 <u>Conversion
and Continuation Options</u>. (a) &nbsp;The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto.  The Borrower may elect, from time to time after the earlier of (i) September 15, 2003 and (ii) the Syndication Date, to convert Base Rate Loans to Eurodollar Loans by giving
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the Administrative Agent at least three Business Days' prior irrevocable notice of such election (which notice shall specify the length of the initial Interest Period therefor); <U>provided</U> that no Base Rate Loan may be converted into a Eurodollar Loan (i)&nbsp;when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Revolving Credit Loans; <U>provided</U> that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the Revolving Credit Termination Date, and <U>provided</U>, <U>further</U>, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Revolving Credit Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">&nbsp;2.9 <U>Minimum Amounts and Maximum Number of Eurodollar
Tranches</U>.  Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions, continuations and optional prepayments of Eurodollar Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than ten Eurodollar Tranches shall be outstanding at any one time.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">2.10 <U>Interest Rates and Payment
Dates</U></font><font face="Times New Roman" size="2">.&nbsp;&nbsp;(a)&nbsp;&nbsp;Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) Each Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">&nbsp;&nbsp;(c)
(i) If all or a portion of the principal amount of any Loan or Reimbursement Obligations shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), all outstanding Loans and Reimbursement Obligations (whether or not overdue) shall bear interest at a rate per annum that is equal to (x) in the case of Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section <U>plus</U> 2% and (y) in the case of Reimbursement Obligations, the rate applicable to Base Rate Loans <U>plus</U> 2%, and (ii) if all or a portion of any interest payable on any Loans and Reimbursement Obligations (whether or not overdue) or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue
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amount shall bear interest at a rate per annum equal to the rate then applicable to Base Rate Loans <U>plus</U> 2%, in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (after as well as before judgment).</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(d) Interest shall be payable in arrears on each Interest Payment Date, <U>provided</U> that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">&nbsp;2.11 <u>Computation
of Interest and Fees</u>. (a) Interest, fees and commissions payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.  The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate.  Any change in the interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective.  The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error.  The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.11(a).</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">2.12 <U>Inability to Determine Interest Rate</U>.  If prior to the first day of any Interest Period:</font>
<blockquote>
  <blockquote>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(b) the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Revolving Credit Loans during such Interest Period,</font>
  </blockquote>
</blockquote>

<P><font face="Times New Roman" size="2">the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter.  If such notice is given (x) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (y)&nbsp;any Revolving Credit Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as Base Rate Loans and (z) any outstanding Eurodollar Loans shall be converted, on the last day of the then current Interest Period with respect thereto, to Base Rate Loans.  Until such notice has been withdrawn by the
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Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Revolving Credit Loans to Eurodollar Loans.</font></P>
<p style="text-indent: 60"><font face="Times New Roman" size="2">2.13 <u>Pro
Rata Treatment and Payments</u>. (a) Each borrowing by the Borrower of Revolving Credit Loans hereunder and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Revolving Credit Percentages of the Lenders.  Other than with respect to any substituted Lender in accordance with Section 2.19, each payment in respect of principal or interest in respect of the Revolving Credit Loans, each payment in respect of commitment fees payable hereunder shall be applied to the amounts of such obligations owing to the Lenders pro rata according to the respective amounts then due and owing to the Lenders.  Each payment in respect of Reimbursement Obligations in respect of any Letter of Credit shall be made to the Issuing Lender that issued such Letter of Credit.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Payment Office, in Dollars and in immediately available funds.  Any payment made after 12:00 Noon, New York City time, on any Business Day shall be deemed to have been made on the next succeeding Business Day.  The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received.  If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day.  If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.  In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(c) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent.  A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error.  If such Lender's share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans, on demand, from the Borrower.</font>
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<p style="text-indent: 60"><font face="Times New Roman" size="2">(d) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective <U>pro</U> <U>rata</U> shares of a corresponding amount.  If such payment is not made to the Administrative Agent by the Borrower within three Business Days of such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at a rate per annum equal to the daily average Federal Funds Effective Rate.  Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">2.14 <u>Requirements
of Law</u>. (a) &nbsp;If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:</font>
<blockquote>
  <blockquote>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.15 and changes in the rate of tax on the overall net income of such Lender);</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(iii) shall impose on such Lender any other condition;</font>
  </blockquote>
</blockquote>

<P><font face="Times New Roman" size="2">and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable.  If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.</font>  </P>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but
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for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower setting out in reasonable detail the method of determination of such additional amounts (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error.  The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">2.15 <u>Taxes</u>.
(a) All payments made by the Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent's or such Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document).  If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("<U>Non-Excluded Taxes</U>") are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, <U>provided</U>, <U>however</U>, that the Borrower shall not be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Lender's failure to comply with the requirements of paragraph (d) or (e) of this Section or (ii) that are United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender's assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to Section 2.15(a).</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for the account of the Administrative Agent or relevant Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.  If the Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate
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taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure.  The agreements in this Section 2.15 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(d) Each Lender (or Transferee) that is not a citizen or resident of the United States of America, a corporation, partnership or other entity created or organized in or under the laws of the United States of America (or any jurisdiction thereof), or any estate or trust that is subject to federal income taxation regardless of the source of its income (a "<U>Non-U.S. Lender</U>") shall deliver to the Borrower and the Administrative Agent (and, in the case of a Participant or a Lender participating in a conduit financing arrangement, as defined in Section 7701(1) of the Code and the regulations thereunder (a "<U>Conduit Financing Arrangement</U>") (such Lender, a "<U>Conduit Lender</U>"), also to the Lender from which the related participation shall have been purchased or from which the designation of such Conduit Lender was made, as the case may be) two copies of either U.S. Internal Revenue Service Form W-8BEN, Form W-8ECI or Form W-8IMY, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest" a statement substantially in the form of Exhibit H and a Form W-8BEN or Form W-8IMY, or any subsequent versions thereof or successors thereto properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by the Borrower under this Agreement and the other Loan Documents.  Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation).  In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender.  Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose).  Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver.  If any Non-U.S. Lender provides a Form W-8IMY, such Non-U.S. Lender must also attach the additional documentation that must be transmitted with Form W-8IMY, including the appropriate forms described in this Section 2.15(d).  A Conduit Lender shall provide two copies of the appropriate withholding statements for all participants and parties to a potential Conduit Financing Arrangement to the Borrower and the Administrative Agent on or before the date of commencement of the potential Conduit Financing Arrangement.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(e) A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate, <U>provided</U> that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender's reasonable judgment such
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completion, execution or submission would not materially prejudice the legal position of such Lender.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(f) If the Administrative Agent or any Lender receives a refund in respect of Non-Excluded Taxes or Other Taxes paid by the Borrower, which in the good faith judgment of such Lender is allocable to such payment, it shall promptly pay such refund, together with any other amounts paid by the Borrower in connection with such refunded Non-Excluded Taxes or Other Taxes, to the Borrower, net of all out-of-pocket expenses of such Lender incurred in obtaining such refund, <U>provided</U>, <U>however</U>, that the Borrower agrees to promptly return such refund to the Administrative Agent or the applicable Lender, as the case may be, if it receives notice from the Administrative Agent or applicable Lender that the Administrative Agent or such Lender is required to repay such refund.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(g) No Conduit Lender or other participant in a potential Conduit Financing Arrangement shall be entitled to receive any greater amount pursuant to Section 2.15 than the financing entity (as defined in Treas. Reg. Section 1.881-3(a)(2)) would be entitled to receive pursuant to Section 2.15.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">2.16 <U>Indemnity</U>.  The Borrower agrees to indemnify each Lender for and to hold each Lender harmless from any loss or expense that such Lender may reasonably sustain or incur as a consequence of (a)&nbsp;default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b)  default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment or conversion of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto.  Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid or converted, or not so borrowed, converted or continued, for the period from the date of such prepayment or conversion or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Revolving Credit Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) <U>over</U> (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market.  A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error.  This covenant shall survive the termination of this Agreement and the payment of the Revolving Credit Loans and all other amounts payable hereunder.</font><U> <font face="Times New Roman" size="2"></font></U>
<p style="text-indent: 60"><font face="Times New Roman" size="2">2.17 <u>Illegality</u>.
Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert Base Rate Loans to Eurodollar Loans shall forthwith be canceled and (b) such Lender's Revolving Credit Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans on the respective last days of the then
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current Interest Periods with respect to such Revolving Credit Loans or within such earlier period as required by law.  If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.16.</font>
<U><font face="Times New Roman" size="2"></font></U>
<p style="text-indent: 60"><font face="Times New Roman" size="2">2.18 <u>Change
of Lending Office</u>.&nbsp; Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15(a) or 2.17 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; <U>provided</U>, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and <U>provided</U>, further, that nothing in this Section shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14, 2.15(a) or 2.17.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">2.19 <U>Substitution of Lenders</U></font><font face="Times New Roman" size="2">.  Upon the receipt by the Borrower from any Lender (an "<U>Affected Lender</U>") of a claim under Section 2.14, 2.15 or 2.17, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Affected Lender's Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Affected Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment;  <U>provided</U> that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.14, 2.15 and 2.17), (iv) the Borrower shall be liable to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of this Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee).</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">2.20 <U>L/C
Commitment</U></font><font face="Times New Roman" size="2">.  (a)  Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 2.23(a), agrees to issue letters of credit (the letters of credit issued on and after the Amendment/Restatement Effective Date, together with the Existing Letters of Credit, collectively, the "<U>Letters of Credit</U>") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; <U>provided</U> that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero.  Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Revolving Credit Termination Date, <U>provided</U> that any Letter of Credit with a one-year term may
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provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).</font>
<P style="text-indent: 60"><font face="Times New Roman" size="2">(b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.</font></P>
<p style="text-indent: 60"><font face="Times New Roman" size="2"><font face="Times New Roman">2.21
<u>Procedure for Issuance of Letter of Credit</u>. </font>The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request with respect to the requested Letter of Credit.  Upon receipt of any Application, an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower.  Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower.  Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by it (including the amount thereof).</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">2.22 <U>Fees and Other Charges
</U> (a) The Borrower will pay a fee on the aggregate drawable amount of all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Revolving Credit Loans that are Eurodollar Loans, shared ratably among the Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date.  In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate drawable amount of all outstanding Letters of Credit issued by it in an amount to be agreed upon from time to time between such Issuing Lender and the Borrower, payable quarterly in arrears on each L/C Fee Payment Date after the Issuance Date.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">2.23 <U>L/C Participations</U>&nbsp;
(a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in each Issuing Lender's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount
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of each draft paid by such Issuing Lender thereunder.  Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 2.23(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360.  If any such amount required to be paid by any L/C Participant pursuant to Section 2.23(a) is not made available to such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans.  A certificate of such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its <U>pro</U> <U>rata</U> share of such payment in accordance with Section 2.23(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its <U>pro</U> <U>rata</U> share thereof; <U>provided</U>, <U>however</U>, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(d) Each Lender's obligation to purchase, pursuant to Section 2.23(a), such Lender's Revolving Credit Percentage in each Issuing Lender's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Loan Party; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.</font>
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<p style="text-indent: 60"><font face="Times New Roman" size="2"></font><font size="2"><font face="Times New Roman">2.24
<U>Reimbursement Obligation of the Borrower</U>.</font>&nbsp;&nbsp;</font><font face="Times New Roman" size="2">
The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.23 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the "<U>Payment Amount</U>").  Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds.  Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.10(b) and (ii) thereafter, Section 2.10(c).  Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.23 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2 of Base Rate Loans in the amount of such drawing.  The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.2, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Credit.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2"></font><font size="2"><font face="Times New Roman">2.25
<U>Obligations Absolute</U></font>&nbsp; </font><font face="Times New Roman" size="2">The Borrower's obligations under Sections 2.20 through 2.26 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any Issuing Lender, any L/C Participant, any beneficiary of a Letter of Credit or any other Person.  The Borrower also agrees that each Issuing Lender and the L/C Participant shall not be responsible for, and the Borrower's Reimbursement Obligations under Section 2.24 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee.  No Issuing Lender or L/C Participant shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing Lender.  The Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards or care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender or any L/C Participant to the Borrower.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2"></font><font size="2"><font face="Times New Roman">2.26
<U>Letter of Credit Payments</U>.</font>&nbsp;</font><font face="Times New Roman" size="2">
If any draft shall be presented for payment under any Letter of Credit, the relevant Issuing Lender shall promptly notify the Borrower of the date and amount thereof.  The responsibility of the relevant Issuing Lender to the Borrower in
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connection with any draft presented for payment under any Letter of Credit issued by such Issuing Lender shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2"></font><font size="2"><font face="Times New Roman">2.27
<U>Applications</U></font></font><font face="Times New Roman" size="2">.  To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of Sections 2.20 through 2.26, the provisions of Sections 2.20 through 2.26 shall apply; <U>provided</U>, <U>however</U>, that any term, condition or provision of any Application which is in addition to, or the subject matter of which is not in, part of or covered by, the provisions of Sections 2.20 through 2.26 shall not be considered as being or deemed to be in conflict with or inconsistent with the provisions of Sections 2.20 through 2.26.</font>
<p align="center"><font face="Times New Roman" size="2">SECTION 3. REPRESENTATIONS AND
WARRANTIES</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and to issue or participate in Letters of Credit, Holdings and the Borrower hereby jointly and severally represent and warrant to the Administrative Agent and each Lender that:</font></p>
<p style="text-indent: 60"><font face="Times New Roman" size="2">3.1 <U>Financial Condition</U>.
(a) The unaudited <U>pro</U> <U>forma </U>consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 28, 2002 (including the notes thereto) (the "<U>Pro Forma Balance Sheet</U>"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Acquisition, (ii) the Loans to be made hereunder, if any, and the loans to be made under the Term Loan Agreement on the Amendment/Restatement Effective Date, and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing.  The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at December 28, 2002, assuming that the events specified in the preceding sentence had actually occurred at such date.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) The audited consolidated balance sheets of the Borrower as at December 30, 2000, December 29, 2001 and December 28, 2002, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from KPMG LLP, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended.  The unaudited consolidated balance sheet of Holdings as at December 28, 2002 presents fairly the consolidated financial condition of Holdings as at such date.  The unaudited consolidated balance sheet of the Borrower as at June 28, 2003, and the related unaudited consolidated statements of income and cash flows for the six-month period ended on such date, present fairly the consolidated financial condition of Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments).  All such financial statements, including the related schedules and notes thereto, have been
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prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and subject, in the case of the financial statements as of and for the period ended June 28, 2003, to normal year end audit adjustments and the absence of notes).  Holdings, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives (except in connection with the Acquisition), that are not reflected in the most recent financial statements referred to in this paragraph.  During the period from December 28, 2002 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property.</font>>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(c) As of the Amendment/Restatement Effective Date, except as set forth in the accounting policies described and set forth in Schedule 4.9 of the Asset Purchase Agreement, the line items set forth in (i) the unaudited product contribution statements in respect of the Acquired Assets for the years ended December 31, 2001 and December 31, 2002, and (ii) the unaudited product contributions statements in respect of the Acquired Assets for the six months ended June 30, 2003, to the best of the Borrower's knowledge, fairly present in all material respects the information purported to be presented in such line items at the dates and for the periods indicated therein.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">3.2 <U>No Change</U></font><font face="Times New Roman" size="2">.  Since December 28, 2002, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">3.3 <U>Corporate Existence; Compliance with Law</U></font><font face="Times New Roman" size="2">.  Each of Holdings, the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">3.4 <U>Corporate Power; Authorization; Enforceable Obligations</U></font><font face="Times New Roman" size="2">.  Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow and obtain other extensions of credit hereunder.  Each Loan Party has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement.  No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Acquisition and the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been
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obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect.  Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto.  This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">3.5 <U>No Legal Bar</U></font><font face="Times New Roman" size="2">.  The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit, borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of Holdings, the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents).  No Requirement of Law or Contractual Obligation applicable on the Amendment/Restatement Effective Date to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">3.6 <U>No Material Litigation</U></font><font face="Times New Roman" size="2">.  No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Holdings or the Borrower, threatened by or against Holdings, the Borrower or any of its Subsidiaries or against any of their respective properties or revenues (a) with respect to any of the Loan Documents, the Existing Revolving Credit Agreement or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">3.7 <U>No Default</U></font><font face="Times New Roman" size="2">.  Neither Holdings, the Borrower nor any of its Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect that could reasonably be expected to have a Material Adverse Effect.  No Default or Event of Default has occurred and is continuing.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">3.8 <U>Ownership of Property; Liens</U></font><font face="Times New Roman" size="2">.  Each of Holdings, the Borrower and its Subsidiaries has title in fee simple to, or a valid leasehold interest in, all its real property, subject only to Liens and other matters permitted by Section 6.3, and good title to, or a valid leasehold or other property interest in, all its other Property, and none of such Property is subject to any Lien except as permitted by Section 6.3.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">3.9 <U>Intellectual Property</U></font><font face="Times New Roman" size="2">.  To the knowledge of Holdings and the Borrower, Holdings, the Borrower and each of its Subsidiaries owns, or is licensed to use, all Intellectual Property necessary and material for the conduct of its business as currently conducted.  To the knowledge of Holdings and the Borrower, except as indicated on Schedule 3.9, no material claim has been asserted and is pending by any Person alleging that the use of any Intellectual Property by Holdings, the Borrower and its Subsidiaries infringes on the intellectual property rights of any Person in any material respect nor does Holdings or the Borrower know of any valid basis for any such claim.</font>

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<p style="text-indent: 60"><font face="Times New Roman" size="2">3.10 <U>Taxes</U></font><font face="Times New Roman" size="2">.  Each of Holdings, the Borrower and each of its Subsidiaries has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its Property and all other taxes, fees or other charges imposed on it or any of its Property by any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Holdings, the Borrower or its Subsidiaries, as the case may be); and as of the Amendment/Restatement Effective Date no tax Lien has been filed, and, to the knowledge of Holdings and the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2"><font face="Times New Roman">3.11
<u>Federal Regulations</u></font>.  No part of the proceeds of any Loans and no Letters of Credit will be used for "purchasing" or "carrying" any "margin stock" within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board.  If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1 referred to in Regulation U.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">3.12 <U>Labor Matters</U></font><font face="Times New Roman" size="2">.  There are no strikes or other labor disputes against Holdings, the Borrower or any of its Subsidiaries pending or, to the knowledge of Holdings or the Borrower, threatened that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect.  Hours worked by and payment made to employees of Holdings, the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect.  All payments due from Holdings, the Borrower or any of its Subsidiaries on account of employee health and welfare insurance that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect if not paid have been paid or accrued as a liability on the books of Holdings, the Borrower or the relevant Subsidiary.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">3.13 <U>ERISA</U></font><font face="Times New Roman" size="2">.  Neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code.  No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period.  The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by more than $2,000,000.  Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made that could reasonably

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be expected to have a Material Adverse Effect.  No such Multiemployer Plan is in Reorganization or Insolvent as of the Amendment/Restatement Effective Date.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">3.14 <U>Investment Company Act; Other Regulations</U></font><font face="Times New Roman" size="2">.  No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended.  No Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the Board) which limits its ability to incur Indebtedness.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">3.15 <U>Subsidiaries</U></font><font face="Times New Roman" size="2">.
(a) The Subsidiaries listed on Schedule 3.15 constitute all the Subsidiaries of the Borrower at the date hereof.  Schedule 3.15 sets forth as of the Amendment/Restatement Effective Date the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors' qualifying shares) of any nature relating to any Capital Stock of the Borrower or any Subsidiary.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(c) At any time prior to the Senior Subordinated Notes I Termination Date, each of the Subsidiaries listed on Schedule 3.15 is a Wholly Owned Subsidiary Guarantor.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">3.16 <U>Use of Proceeds</U></font><font face="Times New Roman" size="2">.  The proceeds of the Loans shall be used (i) to finance the Acquisition and to pay related fees and expenses, (ii) to refinance certain existing Indebtedness of the Borrower, (iii) to finance the working capital needs of the Borrower and its Subsidiaries in the ordinary course of business, and (iv) for Permitted Acquisitions.  The Letters of Credit shall be used for the working capital needs of the Borrower and its Subsidiaries.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">3.17 <U>Environmental Matters</U>.
Other than exceptions to any of the following that could not, individually and in the aggregate, reasonably be expected to have a Material Adverse Effect:</font>
<blockquote>
  <blockquote>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(a) the Borrower and its Subsidiaries:  (i) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them; (iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; and (iv) reasonably believe that:  each of their Environmental Permits will be timely renewed and complied with; any additional Environmental Permits that may be required of any of them will be timely obtained and complied with; and compliance with any Environmental Law that is or is expected to become applicable to any of them will be timely attained and maintained.</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(b) Materials of Environmental Concern are not present at, on, under, in, or about any real property now or, to the knowledge of the Borrower and its Subsidiaries, formerly owned, leased or operated by the Borrower or any of its Subsidiaries, or, to the knowledge of the Borrower and its Subsidiaries, at any other location (including, without limitation, any location to which Materials of Environmental Concern have been sent for re-use or recycling or for treatment, storage, or disposal) which could reasonably be expected to (i) give rise to liability of the Borrower or any of its Subsidiaries under any applicable Environmental Law or otherwise result in costs to the Borrower or any of its Subsidiaries, or (ii) interfere with the Borrower's or any of its Subsidiaries' continued operations.</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(c) There is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under or relating to any Environmental Law to which the Borrower or any of its Subsidiaries is, or to the
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knowledge of the Borrower or any of its Subsidiaries will be, named as a party that is pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened.</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(d) Neither the Borrower nor any of its Subsidiaries has received any written request for information, or been notified that it is a potentially responsible party under or relating to the federal Comprehensive Environmental Response, Compensation, and Liability Act or any similar Environmental Law, or with respect to any Materials of Environmental Concern.</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(e) Neither the Borrower nor any of its Subsidiaries has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with or liability under any Environmental Law.</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(f) Neither the Borrower nor any of its Subsidiaries has assumed or retained, by contract, any liabilities of any kind, fixed or contingent, known or unknown, under any Environmental Law or with respect to any Material of Environmental Concern.</font>
  </blockquote>
</blockquote>
<p style="text-indent: 60"><font face="Times New Roman" size="2">3.18 <U>Accuracy of Information, etc</U>.  No written statement or written information (other than projections) contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by or pursuant to this Agreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading, except that the foregoing representation and warranty does not apply to statements in or omissions from the Confidential Information Memorandum made in reliance upon and in conformity with information relating to any of the Agents or the Lenders furnished to the Borrower by or on behalf of any Agent or Lender.  The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may
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differ from the projected results set forth therein by a material amount.  As of the date hereof, the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects, except that any representation regarding the subject matter contained in Section 3.1(c) hereof shall be made as set forth in Section 3.1(c) hereof, without regard to the applicable representation in the Asset Purchase Agreement.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">3.19 <U>Security Documents</U></font><font face="Times New Roman" size="2">.
(a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof.  In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent together with stock powers endorsed to the Administrative Agent or in blank, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)-1, (which financing statements have been duly completed and delivered to the Administrative Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement (all of which filings have been duly completed), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 6.3).  Schedule 3.19(a)-2 lists each UCC Financing Statement (other than any naming the Administrative Agent as secured party) that (i) names any Loan Party as debtor and (ii) will remain on file after the Amendment/Restatement Effective Date.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and, each such Mortgage, as filed in the offices specified on Schedule 3.19(b), shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person, subject only to Liens and other matters permitted by Section 6.3.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">3.20 <U>Solvency</U></font><font face="Times New Roman" size="2">.  The Borrower is, and the Borrower and its Subsidiaries on a consolidated basis are, and after giving effect to the Acquisition and the incurrence of all Indebtedness and obligations being incurred in connection herewith and therewith will be and will continue to be, Solvent.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">3.21 <U>Senior Indebtedness</U></font><font face="Times New Roman" size="2">.  The Obligations constitute "Senior Debt" of the Borrower under and as defined in the Senior Subordinated Note Indenture.  The obligations of each Subsidiary Guarantor under the Guarantee and Collateral Agreement constitute "Senior Debt" of such Subsidiary Guarantor under and as defined in the Senior Subordinated Note Indenture.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">3.22 <U>Regulation H</U></font><font face="Times New Roman" size="2">.  No Mortgage encumbers improvements which are located in an area that has been identified by the Secretary of Housing and Urban Development as an area
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having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of&nbsp;1968, except when flood insurance as required by Regulation H has been obtained and is in full force and effect as required by this Agreement.</font>
<p align="center"><font face="Times New Roman" size="2">SECTION 4. CONDITIONS
PRECEDENT</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">4.1 <U>Conditions to Initial Extension of Credit</U></font><font face="Times New Roman" size="2">.  The amendments to the Existing Revolving Credit Agreement and the agreement of each Lender to make its initial extension of credit on or after the Amendment/Restatement Effective Date are subject to the satisfaction, prior to or concurrently with the making of any extensions of credit on the Amendment/Restatement Effective Date, of the following conditions precedent:</font>
<blockquote>
  <blockquote>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(a) <U>Loan Documents</U>.  The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of Holdings and the Borrower, (ii) the Guarantee and Collateral Agreement, executed and delivered by a duly authorized officer of Holdings, the Borrower and each Subsidiary Guarantor and (iii) a Mortgage covering the real property located in Wisconsin being acquired in the Acquisition (the "<U>New Mortgaged Property</U>"), executed and delivered by a duly authorized officer of each party thereto.</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(b) <U>Acquisition</U>.
    The Borrower shall have acquired the Acquired Assets from Nestl&eacute; Prepared Foods Company, Soci&eacute;t&eacute; Produits Nestl&eacute; S.A. and Nestec Ltd. for a purchase price not exceeding $116,000,000 pursuant to the Acquisition Documentation, and no material provision thereof shall have been waived, amended, supplemented or otherwise modified; and the Administrative Agent shall have received a certificate of the Borrower to the effect of the foregoing provisions of this sentence.  The product contribution statements described in Section 3.1(c) shall reflect profit contribution of the Acquired Assets (before corporate expenses) of not less than $19,500,000 for the most recent period of twelve months covered by such profit contribution statements.</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(c) <U>Pro Forma Balance Sheet; Financial Statements</U>.  The Lenders shall have received the Pro Forma Balance Sheet and the financial statements and product contribution statements described in Section 3.1, which have been received by the Administrative Agent in satisfactory form and substance.</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(d) <U>Approvals</U>. All governmental and third party approvals necessary in connection with the Acquisition, the financing contemplated hereby and the continuing operations of Holdings, the Borrower and its Subsidiaries shall have been obtained and be in full force and effect (other than any such approvals which, if not obtained, would not have a Material Adverse Effect); all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the Acquisition or the financing thereof (other than any such conditions which would not have a Material Adverse Effect); and the Administrative Agent shall have received a certificate of a Responsible Officer to the foregoing effect, which certificate shall also either (i) certify that no such approvals are required or (ii) have attached to it copies of any such required approvals.</font>

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    <p style="text-indent: 30"><font face="Times New Roman" size="2">(e) <U>Related Agreements</U>.  The Administrative Agent shall have received (in a form reasonably satisfactory to the Administrative Agent), with a copy for each Lender, true and correct copies, certified as to authenticity by the Borrower, of the Acquisition Agreements.</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(f) <U>Fees</U>.  The Arranger and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including reasonable fees, disbursements and other charges of counsel to the Administrative Agent), on or before the Amendment/Restatement Effective Date.  All such amounts will be paid with proceeds of the Term Loans made on the Amendment/Restatement Effective Date and will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the Amendment/Restatement Effective Date.</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(g) <U>Business Plan</U>.  The Administrative Agent shall have received a satisfactory business plan for fiscal years 2003-2010 and a satisfactory written analysis of the business and prospects of the Borrower and its Subsidiaries for the period from the Amendment/Restatement Effective Date through the final maturity of the Term Loans which have been received in satisfactory form.</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(h) <U>Fixed Charge Coverage Ratio</U>  As of the Amendment/Restatement Effective Date, the Borrower's Fixed Charge Coverage Ratio (as defined in the Senior Subordinated Note Indenture, and determined in accordance with Section 4.09 of the Senior Subordinated Note Indenture) shall not be less than 2.0 to 1.0.  The Lenders shall have received a certificate from the Borrower containing all information and calculations necessary for determining compliance with the foregoing requirement.</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(i) <U>Lien Searches</U>.  The Administrative Agent shall have received the results of a recent lien search in each relevant jurisdiction with respect to the Borrower and its Subsidiaries, and such search shall reveal no liens on any of the assets of the Borrower or its Subsidiaries except for liens permitted by Section 6.3 or liens to be discharged on or prior to the Amendment/Restatement Effective Date pursuant to documentation satisfactory to the Administrative Agent.</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(j) <U>Credit Ratings</U></font><font face="Times New Roman" size="2">.  The Borrower shall have received a rating with respect to the Revolving Credit Commitments and the Loans or other extensions of credit made thereunder of at least B1 from Moody's and B+ from S&amp;P, and both of such agencies shall have confirmed that such ratings are stable or being considered for possible upgrade.</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(k) <U>Closing Certificate</U>.  The Administrative Agent shall have received a certificate of each Loan Party, dated the Amendment/Restatement Effective Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(l) <U>Legal Opinions</U>.  The Administrative Agent shall have received the following executed legal opinions:</font>
    <p style="text-indent: 60"><font face="Times New Roman" size="2">(i) the legal opinion of Dechert LLP, counsel to the Borrower and its Subsidiaries, substantially in the form of Exhibit
    F-1; and</font>

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    <p style="text-indent: 60"><font face="Times New Roman" size="2">(ii) the legal opinion of local counsel in Wisconsin, which opinion shall be in form and substance satisfactory to the Administrative Agent.</font>
  </blockquote>

<P style="text-indent: 0"><font face="Times New Roman" size="2">Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.</font></P>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(m) <U>Pledged Stock; Stock Power </U>.  Subject to Section 5.12(b), the Administrative Agent shall have received the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof.</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(n) <U>Filings, Registrations and Recordings</U>.  Each document (including, without limitation, any Uniform Commercial Code financing statement)&nbsp;required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens and other matters expressly permitted by Section 6.3), shall be in proper form for filing, registration or recordation.</font>>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(o) <U>Title Insurance; Flood Insurance</U>.  If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (ii) below (the "<U>Title Insurance Company</U>") shall have received, maps or plats of an as-built survey of the sites of the New Mortgaged Property certified to the Title Insurance Company in a manner satisfactory to it, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992 or any subsequent standards jointly adopted by such bodies, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys, to the extent required by the Administrative Agent, the following:  (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the sites, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if any site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the New Mortgaged Property is located.</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(ii) The Administrative Agent shall have received in respect of the New Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up
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unconditional binder for such insurance.  Such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on the New Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies) to the extent the Title Insurance Company is willing to issue the same, otherwise in the form of ALTA Loan Policy - 1992 (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by title companies satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent).  The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.</font>>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(iii) [Reserved]</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(iv) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (ii) above and a copy of all other material documents affecting the New Mortgaged Property.</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(v) The Administrative Agent shall have received satisfactory "date down endorsements" with respect to each of the Mortgages executed pursuant to the Existing Revolving Credit Agreement.</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(p) <U>Insurance</U>.  The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 5.3 of the Guarantee and Collateral Agreement.</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(q) <U>Leverage Ratio</U>.  As of the Amendment/Restatement Effective Date, the ratio of the Borrower's Consolidated Total Debt to the Borrower's <U>pro</U> <U>forma</U> Consolidated EBITDA for the four consecutive fiscal quarters most recently ended (giving <U>pro</U> <U>forma</U> effect to the Acquisition as if it had been consummated on the first day of such period, with such adjustments as would be permissible under Regulation S-X of the Securities and Exchange Commission or as are otherwise acceptable to the Administrative Agent) shall not be greater than 5.25 to 1.0 (subject to adjustment for changes in purchase price of the Acquisition and projected increase in working capital associated with the Acquisition).  The Lenders shall have received a certificate from the Borrower containing all information and calculations necessary for determining compliance with the foregoing requirement.</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(r) <U>Term Loans</U>.  Concurrently with the making of the initial extensions of credit hereunder on the Amendment/Restatement Effective Date, (i) the Term Loan Lenders shall have made available, and the Borrower shall have borrowed and obtained, the full amount of the Term Loans provided for in the Term Loan Agreement and (ii) all Loans (as defined in the Existing Revolving Credit Agreement) outstanding under the Existing
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Revolving Credit Agreement, together with all other amounts payable by the Borrower under the Existing Revolving Credit Agreement, shall have been repaid in full.</font>
</blockquote>
<p style="text-indent: 60"><font face="Times New Roman" size="2">4.2 <U>Conditions to Each Extension of Credit</U></font><font face="Times New Roman" size="2">.  The agreement of each Lender to make any extension of credit requested to be made by it on any date (including, without limitation, its initial extension of credit) is subject to the satisfaction of the following conditions precedent:</font>
<blockquote>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(a) <U>Representations and Warranties</U></font><font face="Times New Roman" size="2">.  Each of the representations and warranties  made by any Loan Party in or pursuant to this Agreement or any other Loan Document shall be true and correct on and as of such date as if made on and as of such date (unless stated to relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date).</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(b) <U>No Default</U></font><font face="Times New Roman" size="2">.  No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the making of the extensions of credit requested to be made on such date.</font>
</blockquote>
<p><font face="Times New Roman" size="2">Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 4.2 have been satisfied.</font></p>
<p align="center"><font face="Times New Roman" size="2">SECTION 5. AFFIRMATIVE
COVENANTS</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">Holdings and the Borrower hereby jointly and severally agree that, so long as the Revolving Credit Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, each of Holdings and the Borrower shall and shall cause each of its Subsidiaries to:</font></p>
<p style="text-indent: 60"><font face="Times New Roman" size="2">5.1 <U>Financial Statements</U>.  Furnish to the Administrative Agent and each Lender:</font>
<blockquote>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">(a) as soon as available, but in any event within 90&nbsp;days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of the previous year, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by KPMG, L.L.P. or other independent certified public accountants of nationally recognized standing;</font>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">(b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the
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corresponding period in the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); and</font>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">(c) as soon as available, but in any event not later than 45 days after the end of each month occurring during each fiscal year of the Borrower (other than the third, sixth, ninth and twelfth such month), the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such month and the related unaudited consolidated statements of income and of cash flows for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments);</font>
</blockquote>

<P><font face="Times New Roman" size="2">all such financial statements to be complete and correct in all material respects and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).</font></P>
<p style="text-indent: 60"><font face="Times New Roman" size="2">5.2 <U>Certificates; Other Information</U></font><font face="Times New Roman" size="2">.  Furnish to the Administrative Agent and each Lender, or, in the case of clause (h), to the relevant Lender:</font>
<blockquote>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(a) concurrently with the delivery of the financial statements referred to in Section 5.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;</font>>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(b) concurrently with the delivery of any financial statements pursuant to Section 5.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer's knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by Holdings, the Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be, and (y) to the extent not previously disclosed to the Administrative Agent, a listing of any Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Amendment/Restatement Effective Date);</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(c) as soon as available, and in any event no later than 45 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, and the related consolidated
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statements of projected cash flow, projected changes in financial position and projected income), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the "<U>Projections</U>"), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(d) within 45 days after the end of each fiscal quarter of the Borrower, a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous year;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(e) no later than 2 Business Days prior to the effectiveness thereof, copies of substantially final drafts of any proposed material amendment, supplement, waiver or other modification with respect to the Acquisition Agreements;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(f) within five days after the same are sent, copies of all financial statements and reports that Holdings or the Borrower sends to the holders of any class of its debt securities or public equity securities and, within five days after the same are filed, copies of all financial statements and reports that the Holdings or Borrower may make to, or file with, the SEC;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(g) as soon as possible and in any event within 5 days of obtaining knowledge thereof:  (i)  a description of any development, event, or condition that, individually or in the aggregate with other developments, events or conditions, could reasonably be expected to result in the payment by the Borrower and its Subsidiaries, in the aggregate, of a Material Environmental Amount; and (ii)  any notice that any governmental authority may deny any application for an Environmental Permit sought by, or revoke or refuse to renew any Environmental Permit held by, the Borrower which could reasonably be expected to have a Material Adverse Effect; and</font>>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(h) promptly, such additional financial and other information as any Lender may from time to time reasonably request.</font>
</blockquote>
<p style="text-indent: 60"><font face="Times New Roman" size="2">5.3 <U>Payment of Obligations</U></font><font face="Times New Roman" size="2">.  Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of Holdings, the Borrower or its Subsidiaries, as the case may be.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2"><font face="Times New Roman">5.4
<u>Conduct of Business and Maintenance of Existence, etc</u></font>.  Preserve, renew and keep in full force and effect its corporate existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of
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its business, except, in each case, as otherwise permitted by Section 6.4 and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">5.5 <U>Maintenance of Property; Insurance</U></font><font face="Times New Roman" size="2">.  (a) Keep all Property and systems useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and (b)maintain with financially sound and reputable insurance companies insurance on all its Property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">5.6 <U>Inspection of Property; Books and Records; Discussions</U></font><font face="Times New Roman" size="2">.  (a)
Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) permit representatives of any Lender upon reasonable notice to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of Holdings, the Borrower and its Subsidiaries with officers and employees of Holdings, the Borrower and its Subsidiaries and with its independent certified public accountants.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">5.7 <U>Notices</U>.  Promptly give notice to the Administrative Agent and each Lender of:</font>
<blockquote>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(a) the occurrence of any Default or Event of Default;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(b) any (i) default or event of default under any Contractual Obligation of Holdings, the Borrower or any of its Subsidiaries or (ii) litigation, investigation or proceeding which may exist at any time between Holdings, the Borrower or any of its Subsidiaries and any Governmental Authority, that in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(c) any litigation or proceeding affecting Holdings, the Borrower or any of its Subsidiaries in which the amount involved is $2,000,000 or more and not covered by insurance or in which injunctive or similar relief is sought;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(d) the following events, as soon as possible and in any event within 30 days after the Borrower knows or has reason to know thereof:  (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan that in
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any case under clause (i) or (ii) may reasonably be expected to result in liability of more than $2,000,000;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(e) any amendment or other modification of any of the documents described in Section 6.9; and</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(f) any development or event that has had or could reasonably be expected to have a Material Adverse Effect.</font>
</blockquote>

<P><font face="Times New Roman" size="2">Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action Holdings, the Borrower or the relevant Subsidiary proposes to take with respect thereto.</font></P>
<p style="text-indent: 60"><font face="Times New Roman" size="2">5.8 <U>Environmental Laws</U>.
(a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, or contest such orders and directives by appropriate legal means.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">5.9 <U>Interest Rate Protection</U></font><font face="Times New Roman" size="2">.  In the case of the Borrower, maintain Hedge Agreements to the extent necessary to provide that at least 50% of the sum of the aggregate principal amount of the Term Loans and of the Senior Subordinated Notes is subject to either a fixed interest rate or interest rate protection for a period of not less than three years, which Hedge Agreements shall have terms and conditions reasonably satisfactory to the Administrative Agent.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">5.10 <U>Additional Collateral, etc</U></font><font face="Times New Roman" size="2">.
(a) With respect to any Property acquired after the Amendment/Restatement Effective Date by the Borrower or any of its Subsidiaries (other than (v) any leasehold interests in real property, (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited, (x) any Property described in paragraph (b) or paragraph (c) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as
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may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $500,000 acquired after the Amendment/Restatement Effective Date by the Borrower or any of its Subsidiaries (other than any such real property owned by an Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 6.3(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real estate as well as a current ALTA survey thereof, together with a surveyor's certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions covering matters consistent with those covered by opinions of counsel delivered on the Amendment/Restatement Effective Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(c) With respect to any new Subsidiary of the Borrower (other than an Excluded Foreign Subsidiary) created or acquired after the Amendment/Restatement Effective Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by  the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A)&nbsp;to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding leasehold interests in real property, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP on the Amendment/Restatement Effective Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Amendment/Restatement Effective Date by the Borrower or any of its Subsidiaries,
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promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">5.11 <U>Further Assurances</U></font><font face="Times New Roman" size="2">.  From time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Administrative Agent may reasonably request, for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of more fully perfecting or renewing the rights of the Administrative Agent and the Lenders with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by the Borrower or any Subsidiary which may be deemed to be part of the Collateral) pursuant hereto or thereto.  Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to this Agreement or the other Loan Documents which requires any consent, approval, recording, qualification or authorization of any Governmental Authority, the Borrower will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may be required to obtain from the Borrower or any of its Subsidiaries for such governmental consent, approval, recording, qualification or authorization.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">5.12 <U>Post-Closing Action</U></font><font face="Times New Roman" size="2">.  Within 30 days after the Amendment/Restatement Effective Date, cause to be delivered:</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(a) to the Administrative Agent and the Lenders, a legal opinion of Canadian counsel covering such matters with respect to the Borrower's Canadian Subsidiary and its obligations as a guarantor under the Guarantee and Collateral Agreement as the Administrative Agent shall reasonably request; and</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) to the Administrative Agent, certificates representing the remaining 35% of the shares of Capital Stock of Les Produits Alimentaires Jacques et Fils Inc. not previously delivered pursuant to Section 4.1(m), together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof.</font>
<p align="center"><font face="Times New Roman" size="2">SECTION 6. NEGATIVE
COVENANTS</font>
<P style="text-indent: 60"><font face="Times New Roman" size="2">Holdings and the Borrower hereby jointly and severally agree that, so long as the Revolving Credit Commitments remain in effect, any Letter of Credit remains outstanding or any
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Loan or other amount is owing to any Lender or the Administrative Agent hereunder, the Borrower shall not, and shall not permit any of its Subsidiaries to, and, in the case of Section 6.16, Holdings shall not, directly or indirectly:</font></P>
<p style="text-indent: 60"><font face="Times New Roman" size="2">6.1 <U>Financial Condition Covenants</U></font><font face="Times New Roman" size="2">.</font>
<p style="text-indent: 60; margin-bottom: 0"><font face="Times New Roman" size="2">(a)
<U>Consolidated Leverage Ratio</U>.  Permit the Consolidated Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Borrower ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter:</font><CENTER>
<OL>
<OL>
<OL TYPE="a">
<div align="left">
  <TABLE CELLSPACING=1 BORDER=0 width=323>
<TR><TD WIDTH="157" VALIGN="BOTTOM">
<U><P ALIGN="CENTER"><font face="Times New Roman" size="2">Fiscal Quarter</font></U></TD>
<TD WIDTH="152" VALIGN="BOTTOM" align="center">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">Consolidated<BR>
<U>Leverage Ratio</U></font></TD>
</TR>
<TR><TD WIDTH="157" VALIGN="BOTTOM"><font face="Times New Roman" size="2">&nbsp;</font></TD>
<TD WIDTH="152" VALIGN="BOTTOM" align="center"><font face="Times New Roman" size="2">&nbsp;</font></TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER" style="margin-bottom: 0"><font face="Times New Roman" size="2">FQ3  2003</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">6.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ4  2003</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">6.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ1  2004</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">6.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ2  2004</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">6.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ3  2004</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">6.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ4  2004</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">5.75 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ1  2005</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">5.75 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ2  2005</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">5.75 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ3  2005</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">5.75 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ4  2005</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">5.50 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ1  2006</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">5.50 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ2  2006</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">5.50 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ3  2006</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">5.50 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ4  2006</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">5.25 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ1  2007</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">5.25 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ2  2007</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">5.25 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ3  2007</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">5.25 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ4  2007</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">5.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ1  2008</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">5.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ2  2008</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">5.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ3  2008</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">5.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ4  2008</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">4.75 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ1  2009</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">4.75 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ2  2009</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">4.75 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="157" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
<TD WIDTH="152" VALIGN="TOP" align="center"><font face="Times New Roman" size="2">&nbsp;</font></TD>
</TR>
</TABLE>
</div>
</CENTER>

</OL>
</OL>

</OL>
<p align="center">
<font size="2">
60</font>
<p Style='page-break-before:always' align="center">

<p style="text-indent: 60; margin-bottom: 0"><font face="Times New Roman" size="2">(b)
<U>Consolidated Senior Leverage Ratio</U>.  Permit the Consolidated Senior Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Borrower ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal
quarter:</font><CENTER>
<OL>

<OL>

<OL TYPE="a">

<div align="left">

<P>

<TABLE CELLSPACING=1 BORDER=0 WIDTH=323>
<TR><TD WIDTH="156" VALIGN="BOTTOM">
    <p align="center"><font face="Times New Roman" size="2">&nbsp;</font><U><font face="Times New Roman" size="2">Fiscal Quarter</font></U></p>
  </TD>
<TD WIDTH="153" VALIGN="BOTTOM" align="center"><font face="Times New Roman" size="2">&nbsp;</font><font face="Times New Roman" size="2">Consolidated Senior<U><BR>
Leverage Ratio</U></font></TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ3  2003</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.50 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ4  2003</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.50 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ1  2004</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.50 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ2  2004</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.50 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ3  2004</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.50 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ4  2004</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.50 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ1  2005</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.25 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ2  2005</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.25 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ3  2005</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.25 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ4  2005</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.25 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ1  2006</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ2  2006</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ3  2006</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ4  2006</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ1  2007</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ2  2007</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ3  2007</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ4  2007</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ1  2008</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ2  2008</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ3  2008</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ4  2008</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ1  2009</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">FQ2  2009</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD WIDTH="156" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
<TD WIDTH="153" VALIGN="TOP" align="center"><font face="Times New Roman" size="2">&nbsp;</font></TD>
</TR>
</TABLE>
</div>
</CENTER>

</OL>
</OL>

</OL>
<p align="center">
<font size="2">
61</font>
<p Style='page-break-before:always' align="center">

<p style="text-indent: 60; margin-bottom: 15"><font face="Times New Roman" size="2">(b)
<U>Consolidated Interest Coverage Ratio</U></font><font face="Times New Roman" size="2">.  Permit the Consolidated Interest Coverage Ratio for any period of four consecutive fiscal quarters of the Borrower ending with any fiscal quarter set forth below to be less than the ratio set forth below opposite such fiscal quarter:</font>
<center>
<div align="left">
  <TABLE CELLSPACING=1 BORDER=0 WIDTH=441>
<TR><TD width="464" align="center" height="32">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Fiscal Quarter</U></font></TD>
<TD WIDTH="210" VALIGN="BOTTOM" align="center" height="32">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">Consolidated Interest<U><BR>
Coverage Ratio</U></font></TD>
</TR>
<TR><TD width="464" align="center" height="17"><font face="Times New Roman" size="2">&nbsp;</font></TD>
<TD WIDTH="210" VALIGN="BOTTOM" align="center" height="17"><font face="Times New Roman" size="2">&nbsp;</font></TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ3 2003</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P align="center"><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ4 2003</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ1 2004</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ2 2004</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ3 2004</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ4 2004</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ1 2005</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ2 2005</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ3 2005</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ4 2005</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.00 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ1 2006</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.25 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ2 2006</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.25 to 1.0</font>
</TD>
</TR>
</TABLE>
<p align="center">
<font size="2">
62</font>
<p Style='page-break-before:always' align="center">


<P>

<TABLE CELLSPACING=1 BORDER=0 WIDTH=441>
<tr>
  <TD width="464" align="center" height="32">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Fiscal Quarter</U></font></TD>
<TD WIDTH="210" VALIGN="BOTTOM" align="center" height="32">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">Consolidated Interest<U><BR>
Coverage Ratio</U></font></TD>
</tr>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ3 2006</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.25 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ4 2006</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.25 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ1 2007</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.50 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ2 2007</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.50 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ3 2007</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.50 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ4 2007</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.50 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ1 2008</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.50 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ2 2008</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.50 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ3 2008</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.50 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ4 2008</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.50 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ1 2009</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.50 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FQ2 2009</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17">

<P><font face="Times New Roman" size="2">2.50 to 1.0</font>
</TD>
</TR>
<TR><TD width="464" align="center" height="17"><font face="Times New Roman" size="2">&nbsp;</font></TD>
<TD WIDTH="210" VALIGN="TOP" align="center" height="17"><font face="Times New Roman" size="2">&nbsp;</font></TD>
</TR>
</TABLE>
</div>
</center>
<p style="text-indent: 60"><font face="Times New Roman" size="2">6.2 <U>Limitation on Indebtedness</U></font><font face="Times New Roman" size="2">.  Create, incur, assume or suffer to exist any Indebtedness, except:</font>
<blockquote>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(a) Indebtedness of any Loan Party pursuant to any Loan Document;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(b) (i) prior to the Senior Subordinated Notes I Termination Date, Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary and (ii) on or after the Senior Subordinated Notes I Termination Date, Indebtedness of the Borrower to any Subsidiary and of any Wholly Owned Subsidiary Guarantor to the Borrower or any other Subsidiary;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(c) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 6.3(g) in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(d) Indebtedness outstanding on the Amendment/Restatement Effective Date and listed on Schedule 6.2(d) and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof or any shortening of the maturity of any principal amount thereof);</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(e) Guarantee Obligations made in the ordinary course of business by the Borrower or any of its Subsidiaries of obligations of the Borrower or any Subsidiary Guarantor;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(f) Indebtedness of the Borrower and the other Loan Parties under the Term Loan Agreement and any promissory notes issued
  thereunder;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(g) (i)  Indebtedness of the Borrower in respect of the Senior Subordinated Notes in an aggregate principal amount not to exceed $220,000,000, (ii) Guarantee Obligations of any Subsidiary Guarantor in respect of such Indebtedness; <U>provided</U> that in the case of any Subsidiary Guarantor, such Guarantee Obligations are subordinated to the obligations
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of such Subsidiary Guarantor under the Guarantee and Collateral Agreement to the same extent as the obligations of the Borrower in respect of the Senior Subordinated Notes are subordinated to the Obligations and (iii) Indebtedness of the Borrower that refinances Senior Subordinated Notes and Guarantee Obligations of any Subsidiary Guarantor in respect of such refinancing Indebtedness; provided, that (A) such refinancing Indebtedness and Guarantee Obligations shall be subordinated to the obligations of the Borrower and the Subsidiary Guarantors under the Loan Documents to the same extent as the obligations of the Borrower and the Subsidiary Guarantors in respect of the Senior Subordinated Notes are subordinated, (B) the maturity date of such refinancing Indebtedness shall be no earlier than six months after the final maturity date of the Term Loans and (C) the terms of such refinancing Indebtedness, taken as a whole, shall not be materially less favorable to the Borrower and the Subsidiary Guarantors than the terms of the Senior Subordinated Notes;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(h) Indebtedness of the Borrower issued to sellers of assets acquired in a Permitted Acquisition; <U>provided</U>, that (i) not more than $15,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any one time, (ii) such Indebtedness shall provide for no payment of principal, and no payment of interest other than payments in kind, to be made thereunder until the date which is 91 days after the final maturity date of the Term Loans and (iii) such Indebtedness shall be subordinated to the Term Loans, Revolving Credit Loans, Swing Line Loans and Reimbursement Obligations on terms and conditions reasonably satisfactory to the Administrative Agent;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(i) Indebtedness secured by Liens permitted by Section 6.3(l); <U>provided</U>, that the aggregate principal amount of such Indebtedness, plus the aggregate principal amount of Indebtedness permitted by Section 6.2(c), shall not at any time exceed $10,000,000; and</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(j) other unsecured Indebtedness, not included in clauses (a) through (i) above, not to exceed $10,000,000 at any time outstanding.</font>
</blockquote>
<p style="text-indent: 60"><font face="Times New Roman" size="2">6.3 <U>Limitation on Liens</U>.  Create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except for:</font>
<blockquote>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(a) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, <U>provided</U> that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's, landlord's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation;</font>

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  <p style="text-indent: 30"><font face="Times New Roman" size="2">(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(e) easements, rights-of-way, restrictions, encroachments (onto the Property or by improvements located on the Property, onto adjoining property or rights of way or onto easement areas) and other similar encumbrances and title defects incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(f) Liens in existence on the date hereof listed on Schedule 6.3(f), securing Indebtedness permitted by Section 6.2(d), <U>provided</U> that no such Lien is spread to cover any additional Property after the Amendment/Restatement Effective Date and that the amount of Indebtedness secured thereby is not increased;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 6.2(c) to finance the acquisition of fixed or capital assets, <U>provided</U> that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(h) Liens created pursuant to the Security Documents;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(j) judgment liens which would not create any Event of Default;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(k) licenses of Intellectual Property in the ordinary course of business;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(l) liens on fixed assets existing at the time such fixed assets are acquired in connection with a Permitted Acquisition and not created in contemplation thereof;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(m) deposits in an aggregate amount not to exceed $1,000,000 made in the ordinary course of business to secure liability insurance carriers;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(n) Permitted Exceptions (as such term is defined in the Mortgages) which, in the aggregate, could not reasonably be expected to have a Material Adverse
  Effect; and</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(o) Liens not otherwise permitted by this Section 6.3, so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds $5,000,000 at any one time.</font>
</blockquote>
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<p style="text-indent: 60"><font face="Times New Roman" size="2">6.4 <U>Limitation on Fundamental Changes</U>.  Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that:</font>
<blockquote>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(a) any Subsidiary may be merged or consolidated with or into the Borrower (<U>provided</U> that the Borrower shall be the continuing or surviving corporation) or with or into any Subsidiary Guarantor (<U>provided</U> that such Subsidiary Guarantor shall be the continuing or surviving corporation); and</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(b) any Subsidiary may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Subsidiary Guarantor.</font>
</blockquote>
<p style="text-indent: 60"><font face="Times New Roman" size="2">6.5 <U>Limitation on Disposition of Property</U>.  Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's Capital Stock to any Person, except:</font>
<blockquote>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(a) the Disposition of obsolete or worn out property in the ordinary course of business;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(b) the sale of inventory in the ordinary course of business;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(c) Dispositions permitted by Section 6.4(b);</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(d) the sale or issuance of any Subsidiary's Capital Stock to the Borrower or any Subsidiary Guarantor;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(e) the Disposition of other assets in any fiscal year of the Borrower that contributed, in the aggregate, not more than 20% of Consolidated EBITDA for the prior fiscal year; provided, that (i) in the case of each such Disposition, the Borrower shall be in <U>pro</U> <U>forma</U> compliance with the financial covenants set forth in Section 6.1 after giving effect to such Disposition (determined on the assumption that such Disposition and the repayment of any Indebtedness resulting therefrom had occurred on the first day of the relevant period measured by such covenants) and (ii) in the case of any such Disposition yielding Net Cash Proceeds of $1,000,000 or more, the Administrative Agent shall have received a certificate of a Responsible Officer to the effect set forth in the foregoing clause (i) and showing calculations thereof; and</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(f) any Disposition constituting a Recovery Event, <U>provided</U>, that the requirements of Section 2.7(b) are complied with in connection therewith.</font>
</blockquote>
<p style="text-indent: 60"><font face="Times New Roman" size="2">6.6 <U>Limitation on Restricted Payments</U>.  Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings, the Borrower or any Subsidiary, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any Subsidiary, or enter into any derivatives or other
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transaction with any financial institution, commodities or stock exchange or clearinghouse (a "<U>Derivatives Counterparty</U>") obligating Holdings, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any such Capital Stock (collectively, "<U>Restricted Payments</U>"), except that (i) any Subsidiary may make Restricted Payments to the Borrower or any Subsidiary Guarantor and (ii) the Borrower may pay dividends to Holdings (A) in an amount not to exceed $100,000 in any fiscal year to be used to pay corporate overhead expenses incurred in the ordinary course of business, (B) in an amount equal to the Permitted Stock Repurchase Amount and (C) to permit repurchase of Holdings capital stock from the Sponsor for resale to management and employees of the Borrower and its Subsidiaries so long as the proceeds thereof are immediately reinvested in the common equity of the Borrower.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">6.7 <U>Limitation on Capital Expenditures</U>.  Make or commit to make any Capital Expenditure, except (a) Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business not exceeding, for any fiscal year set forth below, the amount set forth below opposite such fiscal year:</font>
<OL>

<CENTER>
<div align="center">
  <center><TABLE CELLSPACING=1 BORDER=0 WIDTH=424>
<TR><TD WIDTH="49%" VALIGN="BOTTOM">
<U><P ALIGN="CENTER"><font face="Times New Roman" size="2">Fiscal Year</font></U></TD>
<TD WIDTH="51%" VALIGN="BOTTOM">
<U><P ALIGN="CENTER"><font face="Times New Roman" size="2">Amount</font></U></TD>
</TR>
<TR><TD WIDTH="49%" VALIGN="BOTTOM"><font face="Times New Roman" size="2">&nbsp;</font></TD>
<TD WIDTH="51%" VALIGN="BOTTOM"><font face="Times New Roman" size="2">&nbsp;</font></TD>
</TR>
<TR><TD WIDTH="49%" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">2003</font></TD>
<TD WIDTH="51%" VALIGN="TOP" align="center">
<P><font face="Times New Roman" size="2">$ 8,500,000</font></TD>
</TR>
<TR><TD WIDTH="49%" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">2004</font></TD>
<TD WIDTH="51%" VALIGN="TOP" align="center">
<P><font face="Times New Roman" size="2">$ 9,750,000</font></TD>
</TR>
<TR><TD WIDTH="49%" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">2005</font></TD>
<TD WIDTH="51%" VALIGN="TOP" align="center">
<P><font face="Times New Roman" size="2">$ 10,250,000</font></TD>
</TR>
<TR><TD WIDTH="49%" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">2006</font></TD>
<TD WIDTH="51%" VALIGN="TOP" align="center">
<P><font face="Times New Roman" size="2">$ 11,000,000</font></TD>
</TR>
<TR><TD WIDTH="49%" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">2007</font></TD>
<TD WIDTH="51%" VALIGN="TOP" align="center">
<P><font face="Times New Roman" size="2">$ 11,500,000</font></TD>
</TR>
<TR><TD WIDTH="49%" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">2008</font></TD>
<TD WIDTH="51%" VALIGN="TOP" align="center">
<P><font face="Times New Roman" size="2">$ 12,000,000</font></TD>
</TR>
<TR><TD WIDTH="49%" VALIGN="TOP">
<P ALIGN="CENTER"><font face="Times New Roman" size="2">2009</font></TD>
<TD WIDTH="51%" VALIGN="TOP" align="center">
<P><font face="Times New Roman" size="2">$ 12,750,000</font></TD>
</TR>
<TR><TD WIDTH="49%" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
<TD WIDTH="51%" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
</TR>
</TABLE>
  </center>
</div>
</CENTER>

<U></OL>

<P><font face="Times New Roman" size="2">provided</font></U><font face="Times New Roman" size="2">, that (i) any such amount referred to above, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year and (ii) Capital Expenditures made pursuant to this clause (a) during any fiscal year shall be deemed made, <U>first</U>, in respect of amounts permitted for such fiscal year as provided in the table above and <U>second</U>, in respect of amounts carried over from the prior fiscal year pursuant to subclause (i) above and (b) Capital Expenditures made with the proceeds of any Reinvestment Deferred Amount.</font></P>
<font face="Times New Roman" size="2"><p style="text-indent: 60"><font face="Times New Roman" size="2">6.8 <U>Limitation on Investments</U>.  Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, "<U>Investments</U>"), except:</font>
<blockquote>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(a) extensions of trade credit in the ordinary course of business;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(b) investments in Cash Equivalents;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and (e);</font>
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  <p style="text-indent: 30"><font face="Times New Roman" size="2">(d) loans and advances to employees of Holdings, the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for  the Borrower and its Subsidiaries not to exceed $1,000,000 at any one time outstanding;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(e) the Acquisition;</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(f) Permitted Acquisitions; and</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(g) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a  Subsidiary Guarantor</font>
</blockquote>
<p style="text-indent: 60"><font face="Times New Roman" size="2">6.9 <U>Limitation on Optional Payments and Modifications of Debt Instruments, etc</U></font><font face="Times New Roman" size="2">.  Except as permitted by Section 6.2(g), make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior Subordinated Notes or any Indebtedness that refinances the Senior Subordinated Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Notes or any Indebtedness that refinances the Senior Subordinated Notes, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Notes (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee), (c) designate any Indebtedness (other than the Obligations) as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Notes or (d) amend its certificate of incorporation in any manner materially adverse to the Lenders.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">6.10 <U>Limitation on Transactions with Affiliates</U>.  Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than Holdings, the Borrower or any Subsidiary Guarantor) unless such transaction is (a)&nbsp;otherwise permitted under this Agreement, (b) in the ordinary course of business of the Borrower or such Subsidiary, as the case may be, and (c)&nbsp;upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arm's length transaction with a Person that is not an Affiliate.  Notwithstanding the foregoing, so long as no Default or Event of Default shall be in existence, (i) the Borrower and its Subsidiaries may pay to the Sponsor and its Control Investment Affiliates fees and expenses pursuant to a management agreement approved by the board of directors of the Borrower in an aggregate amount not to exceed the lesser of (a) 1.0% of Consolidated EBITDA for the period in respect of which such fees are to be paid or (b) the amount permitted to be paid under the terms
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of the Senior Subordinated Note Indenture; and (ii) the Borrower may pay transaction fees to the Sponsor or any affiliates thereof in connection with the Acquisition or any other Permitted Acquisitions made by a Loan Party in an amount not to exceed 1% of the total transaction value of the Acquisition or such other Permitted Acquisitions, as applicable.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">6.11 <U>Limitation on Sales and Leasebacks</U></font><font face="Times New Roman" size="2">.  Enter into any arrangement with any Person providing for the leasing by the Borrower or any Subsidiary of real or personal property which has been or is to be sold or transferred by the Borrower or such Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Borrower or such Subsidiary.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">6.12 <U>Limitation on Changes in Fiscal Periods</U>.  Permit the fiscal year of the Borrower to end on a day other than the Saturday nearest to December 31 or change the Borrower's method of determining fiscal quarters.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">6.13 <U>Limitation on Negative Pledge Clauses</U>.  Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any guarantor, its obligations under the Guarantee and Collateral Agreement, other than this Agreement, the Term Loan Agreement and the other Loan Documents and  any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby).</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">6.14 <U>Limitation on Lines of Business</U></font><font face="Times New Roman" size="2">.  Enter into any business, either directly or through any Subsidiary, except for those businesses in which the Borrower and its Subsidiaries are engaged on the date of this Agreement (after giving effect to the Acquisition) or that are reasonably related thereto.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">6.15 <U>Limitation on Amendments to Acquisition Documentation</U></font><font face="Times New Roman" size="2">.  (a) Amend, supplement or otherwise modify (pursuant to a waiver or otherwise) the terms and conditions of the indemnities and licenses furnished to the Borrower or any of its Subsidiaries pursuant to the Acquisition Documentation such that after giving effect thereto such indemnities or licenses shall be materially less favorable to the interests of the Loan Parties or the Lenders with respect thereto or (b) otherwise amend, supplement or otherwise modify the terms and conditions of the Acquisition Documentation except to the extent that any such amendment, supplement or modification could not reasonably be expected to have a Material Adverse Effect.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">6.16 <U>Limitation on Activities of Holdings</U></font><font face="Times New Roman" size="2">.  In the case of Holdings, notwithstanding anything to the contrary in this Agreement or any other Loan Document, (a) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to its ownership of the Capital Stock of the Borrower and Capital Stock of other entities, (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (i) nonconsensual obligations imposed by operation of law, (ii) pursuant to the Loan Documents to which it is a party, (iii) obligations with respect to its Capital Stock, and (iv) Indebtedness of Holdings issued to sellers
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of assets purchased by Holdings or a Subsidiary of Holdings (<U>provided</U> that (A) such Indebtedness is subordinated to the Term Loans, Revolving Credit Loans, Swing Line Loans and Reimbursement Obligations, (B) such Indebtedness shall provide for no payment of principal, and no payment of interest other than payments in kind, to be made thereunder until the date which is 91 days after the final maturity date of the Term Loans and (C) such Indebtedness shall have no covenants other than a covenant to pay principal and interest, covenants not to make any payment in respect of equity or junior debt prior to payment of such Indebtedness, and customary informational covenants, such as a covenant to provide financial statements) or (c) own, lease, manage or otherwise operate any properties or assets other than cash equivalents and shares of Capital Stock of the Borrower and other entities.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">6.17 <U>Limitation on Withdrawal of Reinvestment Deferred Amount</U>.  To the extent that the Borrower, in calculating Consolidated Total Debt, deducts an amount in respect of all or any portion of the then outstanding aggregate Reinvestment Deferred Amount on deposit in an account subject to the Lien of the Guarantee and Collateral Agreement, withdraw any such funds from such account unless, before and after giving effect to such withdrawal, (a) no Default or Event of Default shall have occurred and be continuing and (b) each of the representations and warranties made by any Loan Party in or pursuant to this Agreement or any other Loan Document shall be true and correct on and as of such date as if made on and as of such date.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">6.18 <U>Limitation on Subsidiaries</U>.  At any time prior to the Senior Subordinated Notes I Termination Date, create or acquire any new Subsidiary other than any Subsidiary that becomes a Wholly Owned Subsidiary Guarantor on the date of such creation or acquisition.</font><p align="center"><font face="Times New Roman" size="2">SECTION
7. EVENTS OF DEFAULT</font>
<P style="text-indent: 60"><font face="Times New Roman" size="2">If any of the following events shall occur and be continuing:</font></P>
<blockquote>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(a) The Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder or under any other Loan Document, within five days after any such interest or other amount becomes due in accordance with the terms hereof; or</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(b) Any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other written statement furnished by it at any time under or in connection with this Agreement or any other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made or furnished; or</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(c) (i) Any Loan Party shall default in the observance or performance of any agreement contained in clause (i) or (ii) of Section 5.4(a) (with respect to Holdings and the Borrower only), Section 5.7(a) or Section 6, or Section 5.6 of the Guarantee and Collateral Agreement, or (ii) an "Event of Default" under and as defined in any Mortgage shall have occurred and be continuing; or</font>
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  <p style="text-indent: 30"><font face="Times New Roman" size="2">(d) Any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days; or</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(e) Holdings, the Borrower or any of its Subsidiaries shall (i) default in making any payment of any principal of any Indebtedness (including, without limitation, any Guarantee Obligation, but excluding the Loans and Reimbursement Obligations) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; <U>provided</U>, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $5,000,000; or</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(f) (i) Holdings, the Borrower or any of its Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Holdings, the Borrower or any of its Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Holdings, the Borrower or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against Holdings, the Borrower or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) Holdings, the Borrower or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v)&nbsp;Holdings, the Borrower or any of its
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Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(g) (i) Any Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section&nbsp;4975 of the Code) involving any Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed (or a trustee shall be appointed) to administer, or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other similar event or condition shall occur or exist with respect to a Plan other than in the ordinary course of business; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could, in the sole judgment of the Required Lenders, reasonably be expected to have a Material Adverse Effect; or</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(h) One or more judgments or decrees shall be entered against Holdings, the Borrower or any of its Subsidiaries involving for Holdings, the Borrower and its Subsidiaries taken as a whole a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $5,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(i) Any of the Security Documents shall cease, for any reason, to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; or</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(j) The guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert; or</font>
  <p style="text-indent: 30"><font face="Times New Roman" size="2">(k) (i) The Permitted Investors shall cease to have the power to vote or direct the voting of securities having a majority of the ordinary voting power for the election of directors of Holdings (determined on a fully diluted basis); (ii) the Permitted Investors shall cease to own of record and beneficially at least 51% of the common stock of Holdings, (iii) Holdings shall cease to own and control, of record and beneficially, directly, 100% of each class of outstanding Capital Stock of the Borrower free and clear of all Liens (except Liens created by the Guarantee and Collateral Agreement); or (iv) a Specified Change of Control shall occur; or</font>

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  <p style="text-indent: 30"><font face="Times New Roman" size="2">(l) The Senior Subordinated Notes or the guarantees thereof shall cease, for any reason, to be validly subordinated to the Obligations or the obligations of the Subsidiary Guarantors under the Guarantee and Collateral Agreement, as the case may be, as provided in the Senior Subordinated Note Indenture, or any Loan Party, any Affiliate of any Loan Party, the trustee in respect of the Senior Subordinated Notes or the holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes shall so assert;</font>
</blockquote>

<P><font face="Times New Roman" size="2">then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Revolving Credit Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken:  (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Credit Commitments to be terminated forthwith, whereupon the Revolving Credit Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable.  With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit.  Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents.  After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto).</font></P>
<p align="center"><font face="Times New Roman" size="2">SECTION 8. THE ADMINISTRATIVE
AGENT; THE ARRANGER; THE OTHER AGENTS</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">8.1 <U>Appointment</U></font><font face="Times New Roman" size="2">.  Each Lender hereby irrevocably designates and appoints the Administrative Agent as the Administrative Agent of such Lender under this Agreement and the other Loan Documents, and each Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan
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Documents, together with such other powers as are reasonably incidental thereto.   Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2"><font face="Times New Roman">8.2
<u>Delegation of Duties</u></font>.  The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">8.3 <U>Exculpatory Provisions</U></font><font face="Times New Roman" size="2">.  Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder.  The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">8.4 <U>Reliance by
Administrative Agent</U>.  The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to Holdings or the Loan Parties), independent accountants and other experts selected by the Administrative Agent.  The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent.  The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than any liability or expense arising from its gross negligence or willful misconduct) that may be incurred by it by reason of taking or continuing to take any such action.  The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with
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a request of the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans and L/C Obligations.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">8.5 <U>Notice of Default</U>.  The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender, Holdings or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default".  In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders.  The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); <U>provided</U> that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">8.6 <U>Non-Reliance on Administrative Agent and Other Lenders</U></font><font face="Times New Roman" size="2">.  Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender.  Each Lender represents to the Administrative Agent 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 appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Revolving Credit Loans hereunder and enter into this Agreement.  Each Lender also represents 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 deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates.  Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">8.7 <U>Indemnification</U></font><font face="Times New Roman" size="2">.  The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by Holdings, the Borrower and without limiting the obligation of Holdings or the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the
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Revolving Credit Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (including, without limitation, at any time following the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of, the Revolving Credit Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; <U>provided</U> that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the Administrative Agent's gross negligence or willful misconduct.  The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">8.8 <U>Administrative Agent in Its Individual Capacity</U>.  The Administrative Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though the Administrative Agent were not the Administrative Agent hereunder.  With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued or participated in by it, the Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms "Lender" and "Lenders" shall include the Administrative Agent in its individual capacity.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">8.9 <U>Successor Administrative Agent</U>.  The Administrative Agent may resign as Administrative Agent upon 10 days' written notice to the Lenders and the Borrower.  If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor Administrative Agent for the Lenders, which successor Administrative Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Administrative Agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor Administrative Agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans.  If no successor Administrative Agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above.  After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.</font>

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<p style="text-indent: 60"><font face="Times New Roman" size="2">8.10 <U>Authorization to Release Liens; Other Actions Relating to Security Documents</U>.
(a) The Administrative Agent is hereby irrevocably authorized by each of the Lenders to release any Lien covering any Property of the Borrower or any of its Subsidiaries that is the subject of a Disposition which is permitted by this Agreement and the Term Loan Agreement or which has been consented to in accordance with Section 9.1 of this Agreement and Section 9.1 of the Term Loan Agreement.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">(b) With respect to any action under or in respect of the Security Documents that the provisions of this Agreement permit or require the Administrative Agent to take only with the consent, or upon the direction, of all of the Lenders or the Required Lenders, as the case may be, the Lenders acknowledge that the Administrative Agent shall be required to take such action only if such action is approved by the Joint Required Lenders.</font>
<p style="text-indent: 60"><font face="Times New Roman" size="2">8.11 <U>The Arranger; the Other Agents</U></font><font face="Times New Roman" size="2">.  None of the Arranger or the Other Agents, in their respective capacities as such, shall have any duties or responsibilities, or incur any liability, under this Agreement and the other Loan Documents.</font> <p align="center"><font face="Times New Roman" size="2">SECTION
9. MISCELLANEOUS</font>
<p style="text-indent: 69"><font face="Times New Roman" size="2">9.1 <U>Amendments and Waivers</U>.  Neither this Agreement or any other Loan Document, nor any terms hereof or thereof, may be amended, supplemented or modified except in accordance with the provisions of this Section 9.1.  Subject to the provisions of the immediately following sentence, the Required Lenders and each Loan Party party to the relevant Loan Document may, or (with the written consent of the Required Lenders) the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents (including amendments and restatements hereof or thereof) for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as may be specified in the instrument of waiver, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; <U>provided</U>, <U>however</U>, that no such waiver and no such amendment, supplement or modification shall (i) forgive the principal amount or extend the final scheduled date of maturity of any Loan or Reimbursement Obligation, or reduce the stated rate of any interest or fee payable hereunder or extend the scheduled date of any payment thereof or modify the definition of Interest Period to permit an Interest Period greater than six months in duration, or increase the amount or extend the expiration date of the Revolving Credit Commitment of any Lender, in each case without the consent of each Lender directly affected thereby; (ii) amend, modify or waive any provision of this Section or reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Guarantors from their guarantee obligations under the Guarantee and Collateral Agreement, in each case without the consent of all Lenders; (iii) amend, modify or waive any provision of Section 8 without the consent of the Administrative Agent; (iv) amend, modify or waive any provision of Section 2.13 without the consent of each Lender directly affected thereby; or (v) amend, modify, or waive any provision of Sections 2.20 through 2.27 without the consent of the Issuing Lenders, or of Section 2.1(b) or
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Section 2.2(b)-(f) without the consent of the Swing Line Lender.  Notwithstanding the immediately preceding sentence, the parties to this Agreement agree, for their own benefit and for the benefit of the parties to the Term Loan Agreement, that  (i) the provisions of Sections 3, 5, 6 and 7 may be amended, supplemented or modified with, and only with, the consent of the Borrower  and the Joint Required Lenders (whether or not the Required Lenders shall have consented thereto) and compliance with any of the requirements of such Sections (or any Default or Event of Default resulting from a failure by the Borrower to comply with such requirements) may be waived with, and only with, the consent of the Joint Required Lenders (whether or not the Required Lenders shall have consented thereto),  (ii) subject to the provisions of  clause (iv) of this sentence,  the provisions of the Security Documents may be amended, supplemented or modified with, and only with, the consent of  each Loan Party that is a party thereto and the Joint Required Lenders (whether or not the Required Lenders shall have consented thereto) and compliance with any of the requirements of such Sections (or any Default or Event of Default resulting from a failure by any Loan Party to comply with such requirements) may be waived with, and only with, the consent of the Joint Required Lenders (whether or not the Required Lenders shall have consented thereto), (iii) the definition of Joint Required Lenders in Section 1.1 may be amended or otherwise modified only with the consent of the Borrower, each Lender and each Term Loan Lender, (iv) any release of all or substantially all of the Collateral, and any release of all or substantially all of the Guarantors from their guarantee obligations under the Guarantee and Collateral Agreement, shall, in each case, be effected with, and only with, the consent of each Lender and each Term Loan Lender, (v) any amendment, modification or waiver of any provision of Section 2.7 may be effected with, and only with, the consent of the Borrower, the Required Lenders and the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans outstanding under the Term Loan Agreement, (vi) any amendment, modification or waiver in respect of any provision of this Agreement effected pursuant to this sentence must be accompanied by an equivalent amendment, modification or waiver in respect of the corresponding provision of the Term Loan Agreement and (vii) this sentence may be amended or otherwise modified only with the consent of the Borrower, each Lender and each Term Loan Lender. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans and L/C Obligations.  In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.  Any such waiver, amendment, supplement or modification shall be effected by a written instrument signed by the parties required to sign pursuant to the foregoing provisions of this Section; <U>provided</U>, that delivery of an executed signature page of any such instrument by facsimile transmission shall be effective as delivery of a manually executed counterpart thereof.  For the avoidance of doubt, this Agreement may be amended (or amended and restated) with the written consent of the Joint Required Lenders, the Administrative Agent and each Loan Party to each relevant Loan Document (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect
thereof (collectively, the "<U>Additional Extensions of Credit</U>") to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Extensions of Credit and the accrued interest and fees in respect
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thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Joint Required Lenders; <U>provided</U>, <U>however</U>, that (A) no such Amendment shall permit the Additional Extensions of Credit to share ratably with or with preference to the Loans in the application of mandatory prepayments without the consent of the Required Lenders hereunder and the Required Lenders (as defined in the Term Loan Agreement), and (B) no Lender shall be required to make or participate in such Additional Extensions of Credit without the consent of such Lender in its sole discretion.</font>
<p style="text-indent: 69"><font face="Times New Roman" size="2">9.2 <U>Notices</U>.  All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed (a) in the case of Holdings, the Borrower and the Administrative Agent, as follows and (b) in the case of the Lenders, as set forth in an administrative questionnaire delivered to the Administrative Agent or on Schedule I to the Lender Addendum to which such Lender is a party or, in the case of a Lender which becomes a party to this Agreement pursuant to an Assignment and Acceptance, in such Assignment and Acceptance or (c) in the case of any party, to such other address as such party may hereafter notify to the other parties hereto:</font>
<ol>
  <TABLE CELLSPACING=1 BORDER=0 WIDTH=540>
<TR><TD WIDTH="41%" VALIGN="TOP">
<P><font face="Times New Roman" size="2">Holdings:</font></TD>
<TD WIDTH="59%" VALIGN="TOP">
<P><font face="Times New Roman" size="2">B&amp;G Foods Holding Corp.<BR>
Four Gatehall Drive, Suite 110<BR>
Parsippany, NJ  07054<BR>
Attention:  Chief Financial Officer<BR>
Telecopy: 973-630-6550<BR>
Telephone: 973-401-6500</font></TD>
</TR>
<TR><TD WIDTH="41%" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
<TD WIDTH="59%" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
</TR>
<TR><TD WIDTH="41%" VALIGN="TOP">
<P><font face="Times New Roman" size="2">The Borrower:</font></TD>
<TD WIDTH="59%" VALIGN="TOP">
<P><font face="Times New Roman" size="2">B&amp;G Foods, Inc.<BR>
Four Gatehall Drive, Suite 110<BR>
Parsippany, NJ  07054<BR>
Attention:  Chief Financial Officer<BR>
Telecopy: 973-630-6550<BR>
Telephone: 973-401-6500</font></TD>
</TR>
<TR><TD WIDTH="41%" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
<TD WIDTH="59%" VALIGN="TOP"><font face="Times New Roman" size="2">&nbsp;</font></TD>
</TR>
<TR><TD WIDTH="41%" VALIGN="TOP">
<P><font face="Times New Roman" size="2">The Administrative Agent:</font></TD>
<TD WIDTH="59%" VALIGN="TOP">
<P style="margin-bottom: 0"><font face="Times New Roman" size="2">Lehman Commercial Paper Inc.<BR>
745 Seventh Avenue <BR>
New York, New York 10019<BR>
Attention:  Craig Malloy<BR>
Telecopy:  (646) 758-4617</font></P>
<P style="margin-top: 0"><font face="Times New Roman" size="2">Telephone:  (212) 526-7150</font></TD>
</TR>
<TR><TD WIDTH="41%" VALIGN="TOP">
<P><font face="Times New Roman" size="2">Issuing Lender:</font></TD>
<TD WIDTH="59%" VALIGN="TOP">
<P><font face="Times New Roman" size="2">As notified by such Issuing Lender to the Administrative Agent and the Borrower</font></TD>
</TR>
</TABLE>

<U><P style="margin-top: 0"><font face="Times New Roman" size="2">provided</font></U> <font face="Times New Roman" size="2"> that any notice, request or demand to or upon the Administrative Agent or any Lender shall not be effective until received.</font></P>
  </ol>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">9.3 <U>No Waiver; Cumulative Remedies</U>.  No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or
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privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.</font>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">9.4 <U>Survival of Representations and Warranties</U>.  All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Term Loans and other extensions of credit hereunder.</font>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">9.5 <U>Payment of Expenses</U>.  The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Revolving Credit Commitments (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements and other charges of counsel to the Administrative Agent and the charges of Intralinks, (b) to pay or reimburse each Lender and the Administrative Agent for all their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the Administrative Agent, (c) to pay, and indemnify and hold harmless each Lender and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, and indemnify and hold harmless each Lender, the Administrative Agent, their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling persons (each, an "<U>Indemnitee</U>") from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the use of the Letters of Credit or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Holdings, the Borrower, any of its Subsidiaries or any of the Properties and the fees and disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower hereunder (all the foregoing in this clause (d), collectively, the "<U>Indemnified Liabilities</U>"), <U>provided</U>, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee.
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No Indemnitee, in the absence of the gross negligence or willful misconduct of such Indemnitee, shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons.  Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any indemnitee.  All amounts due under this Section shall be payable not later than 30 days after written demand therefor.  Statements payable by the Borrower pursuant to this Section shall be submitted with reasonable supporting detail to the Borrower's chief financial officer, at the address of the Borrower set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent (which shall promptly notify each Lender).  The agreements in this Section shall survive repayment of the Loans and all other amounts payable hereunder.</font>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">9.6 <U>Successors and Assigns; Participations and Assignments</U>.
  (a) This Agreement shall be binding upon and inure to the benefit of Holdings, the Borrower, the Lenders, the Administrative Agent, all future holders of the Loans and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Agreement or any other Loan Document without the prior written consent of the Administrative Agent and each Lender (and any attempted such assignment or transfer without such consents shall be null and void).</font>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">(b) Any Lender may, without the consent of the Borrower, in accordance with applicable law, at any time sell to one or more banks, financial institutions or other entities (each, a "<U>Participant</U>") participating interests in any Revolving Credit Loan owing to such Lender, the Revolving Credit Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents.  In the event of any such sale by a Lender of a participating interest to a Participant, such Lender's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Revolving Credit Loan or any Reimbursement Obligation for all purposes under this Agreement and the other Loan Documents, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and the other Loan Documents.  In no event shall any Participant under any such participation have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom and each Lender shall retain the sole right to enforce any Loan Document and approve any amendment, modification or waiver of any provision of the Loan Documents, except that a selling Lender may agree that, without the Participant's consent, such selling Lender will not agree to any amendment, waiver or consent to any provisions of the Loan Documents to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Loans or Reimbursement Obligations or any fees payable hereunder, release all or substantially all of the Collateral, release all or substantially all of the Guarantors from their guarantee obligations under the Guarantee and Collateral Agreement, or postpone the date of the final maturity of the Loans,
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in each case to the extent subject to such participation.  The Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, <U>provided</U> that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 9.7(a) as fully as if it were a Lender hereunder.  The Borrower also agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 with respect to its participation in the Revolving Credit Commitments and the Loans and Reimbursement Obligations outstanding from time to time as if it were a Lender; <U>provided</U> that, in the case of Section 2.15, such Participant shall have complied with the requirements of said Section and <U>provided</U>, <U>further</U>, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred.</font>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">(c) Any Lender (an "<U>Assignor</U>") may, in accordance with applicable law and upon written notice to the Administrative Agent, at any time and from time to time assign to any Lender or any affiliate or Approved Fund or Control Investment Affiliate thereof or, with the consent of the Borrower, each Issuing Lender and Swing Line Lender and the Administrative Agent (which, in each case, shall not be unreasonably withheld or delayed), to an additional bank, financial institution or other entity (an "<U>Assignee</U>") all or any part of its rights and obligations under this Agreement pursuant to an Assignment and Acceptance, executed by such Assignee and such Assignor (and, where the consent of the Borrower or any other Person is required pursuant to the foregoing provisions, by the Borrower and each such other Person) and delivered to the Administrative Agent for its acceptance and recording in the Register; <U>provided</U> that no such assignment to an Assignee (other than any Lender or any affiliate or Approved Fund thereof) shall be in an aggregate principal amount of less than $1,000,000 (other than in the case of an assignment of all of a Lender's interests under this Agreement), unless (i) otherwise agreed by the Borrower and the Administrative Agent or (ii) such assignment is one of two or more assignments being made simultaneously to affiliated Assignees, the sum of the aggregate principal amounts of which is at least $1,000,000.  Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with a Revolving Credit Commitment and/or Loans and other interests as set forth therein, and (y) the Assignor thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of an Assignor's rights and obligations under this Agreement, such Assignor shall cease to be a party hereto except as to Sections 2.14, 2.15, 2.17 and 9.5 in respect of the period prior to such effective date).  Notwithstanding any provision of this Section, the consent of the Borrower shall not be required for any assignment that occurs at any time when any Event of Default shall have occurred and be continuing.</font>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">(d) The Administrative Agent shall, on behalf of the Borrower, maintain at its address referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and
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a register (the "<U>Register</U>") for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitment of, and principal amount of the Revolving Extensions of Credit owing to, each Lender from time to time.  The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Revolving Extensions of Credit and any Notes evidencing the Loans recorded therein for all purposes of this Agreement.  Any assignment of any Loan, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register (and each Note shall expressly so provide).  Any assignment or transfer of all or part of a Loan evidenced by a Note shall be registered on the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Acceptance; thereupon one or more new Notes in the same aggregate principal amount shall be issued to the designated Assignee, and the old Notes shall be returned by the Administrative Agent to the Borrower marked "canceled".  The Register shall be available for inspection by the Borrower or any Lender (with respect to any entry relating to such Lender's Revolving Extensions of Credit) at any reasonable time and from time to time upon reasonable prior notice.</font>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">(e) Upon its receipt of an Assignment and Acceptance executed by an Assignor and an Assignee (and, in any case where the consent of any other Person is required by Section 9.6(c), by each such other Person) together with payment to the Administrative Agent of a registration and processing fee of $3,500 (except that no such registration and processing fee shall be payable (y) in connection with an assignment by or to Lehman Commercial Paper Inc. or any Affiliate thereof or (z) in the case of an Assignee which is already a Lender or is an affiliate or Approved Fund of a Lender or a Person under common management with a Lender), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders, the Administrative Agent and the Borrower.  On or prior to such effective date, the Borrower, at its own expense, upon request, shall execute and deliver to the Administrative Agent (in exchange for the applicable Note of the assigning Lender) a new Note to the order of such Assignee in an amount equal to the Revolving Credit Commitment acquired by it pursuant to such Assignment and Acceptance and, if the Assignor has retained a Revolving Credit Commitment, upon request, a new Note to the order of the Assignor in an amount equal to the Revolving Credit Commitment retained by it hereunder.  Such new Note or Notes shall be dated the Amendment/Restatement Effective Date and shall otherwise be in the form of the Note replaced thereby.</font>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">(f) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law.</font>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">(g) Notwithstanding anything to the contrary contained herein, any Lender (a "<U>Granting Lender</U>") may grant to a special purpose funding vehicle (an "<U>SPC</U>"), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement;
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<U>provided</U> that (i)&nbsp;nothing herein shall constitute a commitment by any SPC to make any Loan, (ii)&nbsp;if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and (iii)&nbsp;the Granting Lender's and the Borrower's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, the Granting Lender shall remain solely responsible for the performance thereof, and the Borrower, the Lenders and the Agents shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's rights and obligations under this Agreement and the other Loan Documents.  The making of a Loan by an SPC hereunder shall utilize the Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender.  Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender).  In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof.  In addition, notwithstanding anything to the contrary in this Section 9.6(g), any SPC may (A)&nbsp;with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender, or with the prior written consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld) to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans, and (B)&nbsp;disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC; <U>provided</U> that non-public information with respect to the Borrower may be disclosed only with the Borrower's consent which will not be unreasonably withheld.  In the event that the consent of all or any portion of the Lenders is required pursuant to any provision of any Loan Document at a time when any Loan is held by any SPC, such SPC and the Granting Lender that would otherwise have been obligated to make such Loan shall agree between themselves as to which of them shall be entitled to grant or withhold any consent applicable to such Loan, but such Granting Lender shall communicate with the Administrative Agent and the Borrower as to the giving or withholding of such consent, and the parties to the Loan Documents shall be entitled to rely conclusively on the advice by such Granting Lender as to whether such consent is being granted or withheld. This paragraph (g) may not be amended without the written consent of any SPC with Loans outstanding at the time of such proposed amendment.</font>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">9.7 <U>Adjustments; Set-off</U></font><font face="Times New Roman" size="2">.
  (a) Except to the extent that this Agreement provides for payments to be allocated to a particular Lender and except to the extent that Section 2.19 of this Agreement provides for payments to a substituted Lender, if any Lender (a "<U>Benefitted Lender</U>") shall at any time receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Obligations, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Obligations, or

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shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; <U>provided</U>, <U>however</U>, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.</font>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">(b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to Holdings or the Borrower, any such notice being expressly waived by Holdings and the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of Holdings or the Borrower, as the case may be.  Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender, <U>provided</U> that the failure to give such notice shall not affect the validity of such setoff and application.</font>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">9.8 <U>Counterparts</U>.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Agreement or of a Lender Addendum by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.</font>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">9.9<U> Severability</U></font><font face="Times New Roman" size="2">.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.</font>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">9.10 <U>Integration</U>.  This Agreement and the other Loan Documents represent the entire agreement of Holdings, the Borrower, the Agents, the Arranger and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Arranger, any Agent or any Lender relative to subject matter hereof or thereof not expressly set forth or referred to herein or in the other Loan Documents.</font>
  <p style="text-indent: 60"><font face="Times New Roman" size="2"><b>9.11</b> <B><U>GOVERNING LAW</U></b></font><B><font face="Times New Roman" size="2">.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.</font></b>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">9.12 <U>Submission To Jurisdiction; Waivers</U></font><font face="Times New Roman" size="2">.  Each of Holdings and the Borrower hereby irrevocably and unconditionally:</font>

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  <blockquote>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(a) submits for itself and its Property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United&nbsp;States of America for the Southern District of New&nbsp;York, and appellate courts from any thereof;</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to Holdings or the Borrower, as the case may be,  at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and</font>
    <p style="text-indent: 30"><font face="Times New Roman" size="2">(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.</font>
  </blockquote>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">9.13 <U>Acknowledgments
</U> .  Each of Holdings and the Borrower hereby acknowledges that:</font>
  <blockquote>
    <blockquote>
      <p style="text-indent: 30"><font face="Times New Roman" size="2">(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;</font>
      <p style="text-indent: 30"><font face="Times New Roman" size="2">(b) neither the Arranger, any Agent nor any Lender has any fiduciary relationship with or duty to Holdings or the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Arranger, the Agents and the Lenders, on the one hand, and Holdings and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and</font>
      <p style="text-indent: 30"><font face="Times New Roman" size="2">(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Arranger, the Agents and the Lenders or among Holdings, the Borrower and the Lenders.</font>
    </blockquote>
  </blockquote>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">9.14 <U>Confidentiality</U>.  Each of the Agents and the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; <U>provided</U> that nothing herein shall prevent any Agent or any Lender from disclosing any such information (a) to the Arranger, any Agent, any other Lender or any affiliate or Approved Fund of any thereof, (b) to any Participant, or Assignee, or pledgee of interests permitted to be pledged hereunder (each, a
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"<U>Transferee</U>") or prospective Transferee that agrees to comply with the provisions of this Section, (c) to any of its employees, directors, agents, attorneys, accountants and other professional advisors who are, or are expected to be, engaged in evaluating, approving, structuring or administering this Agreement or otherwise on a "need-to-know basis" if reasonably incidental to the administration of this Agreement (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), (d) to any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty's professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (e) upon the request or demand of any Governmental Authority (including, without limitation, bank regulatory authorities) having jurisdiction over it, (f) in response to any order of any court or other Governmental Authority (including, without limitation, bank regulatory authorities) or as may otherwise be required pursuant to any Requirement of Law, (g) in connection with any litigation or similar proceeding, (h) that has been publicly disclosed other than in breach of this Section, (i) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender's investment portfolio in connection with ratings issued with respect to such Lender or (j) in connection with the exercise of any remedy hereunder or under any other Loan Document.  Notwithstanding anything to the contrary in the foregoing sentence or any other express or implied agreement, arrangement or understanding, the parties hereto hereby agree that, from the commencement of discussions with respect to the financing provided hereunder, any party hereto (and each of its employees, representatives, or agents) is permitted to disclose to any and all persons, without limitation of any kind, the tax structure and tax aspects of the transactions contemplated hereby, and all materials of any kind (including opinions or other tax analyses) related to such tax structure and tax aspects; <U>provided</U>, <U>however</U>, that to the extent permitted by law such disclosure shall be made without disclosing the names or other identifying information of any party, to the extent not inconsistent with the foregoing.</font>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">9.15 <U>Release of Collateral Security and Guarantee Obligations</U>.  Notwithstanding anything to the contrary contained herein or in the Guarantee and Collateral Agreement, upon request of the Borrower, the Administrative Agent shall (without notice to or vote or consent of any Lender) take action having the effect of releasing any Collateral and/or guarantee obligations provided for in the Guarantee and Collateral Agreement to the extent necessary to permit consummation, by the relevant Person in accordance with the terms of this Agreement and the other Loan Documents, of any transaction not prohibited hereunder or under the Revolving Credit Agreement.</font>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">9.16 <U>Accounting Changes</U>.  In the event that any "Accounting Change" (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrower's financial condition shall be the same after such Accounting Change as if such Accounting Change had not been made.  Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall
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continue to be calculated or construed as if such Accounting Change had not occurred.  "Accounting Change" refers to any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.</font>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">9.17 <U>Delivery of Lender Addenda</U>.  Each initial Lender shall become a party to this Agreement by delivering to the Administrative Agent a Lender Addendum duly executed by such Lender, the Borrower and the Administrative Agent.</font><B>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">9.18 <U>WAIVERS OF JURY TRIAL</U>.  HOLDINGS, THE BORROWER, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.</font></b>
  <p style="text-indent: 60"><font face="Times New Roman" size="2">9.19 <U>Effect of Amendment and Restatement of the Existing Revolving Credit Agreement</U>.  On the Amendment/Restatement Effective Date, the Existing Revolving Credit Agreement shall be amended and restated in its entirety.  The parties hereto acknowledge and agree that (a)&nbsp;this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the "Obligations" (as defined in the Existing Revolving Credit Agreement) under the Existing Revolving Credit Agreement as in effect prior to the Amendment/Restatement Effective Date and which remain outstanding, (b)&nbsp;such "Obligations" are in all respects continuing (as amended and restated hereby), (c)&nbsp;the Liens and security interests as granted under the Security Documents securing payment of such "Obligations" are in all respects continuing and in full force and effect and (d)&nbsp;references in the Security Documents to the "Credit Agreement" shall be deemed to be references to this Agreement and the Term Loan Agreement, and to the extent necessary to effect the foregoing, each such Security Document is hereby deemed amended accordingly.</font>

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<P style="text-indent: 60"><font face="Times New Roman" size="2">&nbsp;IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.</font></P>
  <table border="0" cellspacing="1" width="547">
    <tr>
      <td width="319"></td>
      <td width="214" colspan="2"><font size="2" face="Times New Roman">B&amp;G
        FOODS HOLDINGS CORP.</font></td>
    </tr>
    <tr>
      <td width="319">&nbsp;</td>
      <td width="214" colspan="2">&nbsp;</td>
    </tr>
    <tr>
      <td width="319"></td>
      <td width="214" colspan="2"></td>
    </tr>
    <tr>
      <td width="319"></td>
      <td width="214" colspan="2"><font size="2" face="Times New Roman">By: <u>/s/
        Robert C. Cantwell</u></font></td>
    </tr>
    <tr>
      <td width="319">&nbsp;</td>
      <td width="7">&nbsp;</td>
      <td width="330">
      &nbsp;</td>
    </tr>
    <tr>
      <td width="319"></td>
      <td width="7"></td>
      <td width="330">
      </td>
    </tr>
    <tr>
      <td width="319"></td>
      <td width="38"></td>
      <td width="176"><font size="2" face="Times New Roman">Name: Robert C.
        Cantwell</font></td>
    </tr>
    <tr>
      <td width="319"></td>
      <td width="38"></td>
      <td width="176"><font size="2" face="Times New Roman">Title: Executive
        Vice President</font></td>
    </tr>
    <tr>
      <td width="319">&nbsp;</td>
      <td width="38">&nbsp;</td>
      <td width="176">&nbsp;</td>
    </tr>
    <tr>
      <td width="319"></td>
      <td width="38"></td>
      <td width="176"></td>
    </tr>
    <tr>
      <td width="319"></td>
      <td width="38"></td>
      <td width="176"></td>
    </tr>
  </table>
  <B>
  <table border="0" cellspacing="1" width="547">
    <tr>
      <td width="312"></td>
      <td width="221" colspan="2"><font face="Times New Roman" size="2">B&amp;G
        FOODS, INC.</font></td>
    </tr>
    <tr>
      <td width="312">&nbsp;</td>
      <td width="221" colspan="2">&nbsp;</td>
    </tr>
    <tr>
      <td width="312"></td>
      <td width="221" colspan="2"></td>
    </tr>
    <tr>
      <td width="312"></td>
      <td width="221" colspan="2"><font face="Times New Roman" size="2">By: <u>/s/
        Robert C. Cantwell</u></font></td>
    </tr>
    <tr>
      <td width="319">&nbsp;</td>
      <td width="7">&nbsp;</td>
      <td width="330">
      &nbsp;</td>
    </tr>
    <tr>
      <td width="319"></td>
      <td width="7"></td>
      <td width="330">
      </td>
    </tr>
    <tr>
      <td width="312"></td>
      <td width="39"></td>
      <td width="182"><font face="Times New Roman" size="2">Name: Robert C.
        Cantwell</font></td>
    </tr>
    <tr>
      <td width="312"></td>
      <td width="39"></td>
      <td width="182"><font face="Times New Roman" size="2">Title: Executive
        Vice President of Finance</font></td>
    </tr>
    <tr>
      <td width="312">&nbsp;</td>
      <td width="39">&nbsp;</td>
      <td width="182">&nbsp;</td>
    </tr>
    <tr>
      <td width="312"></td>
      <td width="39"></td>
      <td width="182"></td>
    </tr>
    <tr>
      <td width="312"></td>
      <td width="39"></td>
      <td width="182"></td>
    </tr>
  </table>
  <table border="0" cellspacing="1" width="547">
    <tr>
      <td width="311"></td>
      <td width="222" colspan="2"><font face="Times New Roman" size="2">LEHMAN
        BROTHERS INC.,<br>
        as Arranger</font></td>
    </tr>
    <tr>
      <td width="319">&nbsp;</td>
      <td width="7">&nbsp;</td>
      <td width="329">
      &nbsp;</td>
    </tr>
    <tr>
      <td width="319"></td>
      <td width="7"></td>
      <td width="329">
      </td>
    </tr>
    <tr>
      <td width="311"></td>
      <td width="222" colspan="2"><font face="Times New Roman" size="2">By: <u>/s/
        G. Andrew Keith</u></font></td>
    </tr>
    <tr>
      <td width="311"></td>
      <td width="39"></td>
      <td width="183"><font face="Times New Roman" size="2">Name: G. Andrew
        Keith</font></td>
    </tr>
    <tr>
      <td width="311"></td>
      <td width="39"></td>
      <td width="183"><font face="Times New Roman" size="2">Title: Senior Vice
        President</font></td>
    </tr>
    <tr>
      <td width="311">&nbsp;</td>
      <td width="39">&nbsp;</td>
      <td width="183">&nbsp;</td>
    </tr>
    <tr>
      <td width="311"></td>
      <td width="39"></td>
      <td width="183"></td>
    </tr>
    <tr>
      <td width="311"></td>
      <td width="39"></td>
      <td width="183"></td>
    </tr>
  </table>
  <table border="0" cellspacing="1" width="548">
    <tr>
      <td width="315"></td>
      <td width="219" colspan="2"><font face="Times New Roman" size="2">LEHMAN
        COMMERCIAL PAPER INC.,<br>
        as Administrative Agent</font></td>
    </tr>
    <tr>
      <td width="315">&nbsp;</td>
      <td width="219" colspan="2">&nbsp;</td>
    </tr>
    <tr>
      <td width="315"></td>
      <td width="219" colspan="2"></td>
    </tr>
    <tr>
      <td width="315"></td>
      <td width="219" colspan="2"><font face="Times New Roman" size="2">By: <u>/s/
        G. Andrew Keith</u></font></td>
    </tr>
    <tr>
      <td width="319"></td>
      <td width="7"></td>
      <td width="331">
      </td>
    </tr>
    <tr>
      <td width="315"></td>
      <td width="42"></td>
      <td width="177"><font face="Times New Roman" size="2">Name: G. Andrew
        Keith</font></td>
    </tr>
    <tr>
      <td width="315"></td>
      <td width="42"></td>
      <td width="177"><font face="Times New Roman" size="2">Title: Authorized
        Signatory</font></td>
    </tr>
    <tr>
      <td width="315">&nbsp;</td>
      <td width="42">&nbsp;</td>
      <td width="177">&nbsp;</td>
    </tr>
    <tr>
      <td width="315"></td>
      <td width="42"></td>
      <td width="177"></td>
    </tr>
    <tr>
      <td width="315"></td>
      <td width="42"></td>
      <td width="177"></td>
    </tr>
  </table>
  <table border="0" cellspacing="1" width="547">
    <tr>
      <td width="315"></td>
      <td width="218" colspan="2"><font face="Times New Roman" size="2">THE BANK
        OF NEW YORK,<br>
        as Existing Issuing Lender</font></td>
    </tr>
    <tr>
      <td width="315">&nbsp;</td>
      <td width="218" colspan="2">&nbsp;</td>
    </tr>
    <tr>
      <td width="315"></td>
      <td width="218" colspan="2"></td>
    </tr>
    <tr>
      <td width="315"></td>
      <td width="218" colspan="2"><font face="Times New Roman" size="2">By: <u>/s/
        Frank S. Bridges</u></font></td>
    </tr>
    <tr>
      <td width="319">&nbsp;</td>
      <td width="7">&nbsp;</td>
      <td width="331">
      &nbsp;</td>
    </tr>
    <tr>
      <td width="319"></td>
      <td width="7"></td>
      <td width="331">
      </td>
    </tr>
    <tr>
      <td width="315"></td>
      <td width="42"></td>
      <td width="176"><font face="Times New Roman" size="2">Name: Frank S.
        Bridges</font></td>
    </tr>
    <tr>
      <td width="315"></td>
      <td width="42"></td>
      <td width="176"><font face="Times New Roman" size="2">Title: Vice
        President</font></td>
    </tr>
    <tr>
      <td width="315"></td>
      <td width="42"></td>
      <td width="176"></td>
    </tr>
    <tr>
      <td width="315"></td>
      <td width="42"></td>
      <td width="176"></td>
    </tr>
  </table>

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