Credit Agreement – Advent Software, Inc.

$150,000,000

CREDIT AGREEMENT

among

ADVENT SOFTWARE, INC.,

as Borrower,

The Several Lenders from Time to Time Parties Hereto,

U.S. BANK NATIONAL ASSOCIATION,

as Documentation Agent,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Syndication Agent,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

Dated as of November 30, 2011

J.P. MORGAN SECURITIES LLC, as Sole Lead Arranger and Sole
Bookrunner

TABLE OF CONTENTS

		Page

SECTION 1.	DEFINITIONS	1

1.1	Defined Terms	1
1.2	Other Definitional Provisions	22
1.3	Pro Forma Calculations	23

SECTION 2.	AMOUNT AND TERMS OF COMMITMENTS	24

2.1	Term Commitments	24
2.2	Procedure for Term Loan Borrowing	25
2.3	Repayment of Term Loans	25
2.4	Revolving Commitments	26
2.5	Procedure for Revolving Loan Borrowing	27
2.6	Swingline Commitment	27
2.7	Procedure for Swingline Borrowing; Refunding of Swingline Loans	27
2.8	Commitment Fees, etc.	29
2.9	Termination or Reduction of Revolving Commitments and Delayed Draw Term Commitments	29
2.10	Optional Prepayments	29
2.11	Mandatory Prepayments	30
2.12	Conversion and Continuation Options	30
2.13	Limitations on Eurodollar Tranches	31
2.14	Interest Rates and Payment Dates	31
2.15	Computation of Interest and Fees	31
2.16	Inability to Determine Interest Rate	32
2.17	Pro Rata Treatment and Payments	32
2.18	Requirements of Law	34
2.19	Taxes	35
2.20	Indemnity	38
2.21	Change of Lending Office	38
2.22	Replacement of Lenders	38
2.23	Defaulting Lenders	39
2.24	Incremental Facilities	40

SECTION 3.	LETTERS OF CREDIT	42

3.1	L/C Commitment	42
3.2	Procedure for Issuance of Letter of Credit	42
3.3	Fees and Other Charges	42
3.4	L/C Participations	43
3.5	Reimbursement Obligation of the Borrower	43
3.6	Obligations Absolute	44
3.7	Letter of Credit Payments	44
3.8	Applications	44

SECTION 4.	REPRESENTATIONS AND WARRANTIES	44

4.1	Financial Condition	44
4.2	No Change	45
4.3	Existence; Compliance with Law	45
4.4	Power; Authorization; Enforceable Obligations	45
4.5	No Legal Bar	45
4.6	Litigation	46
4.7	No Default	46
4.8	Ownership of Property; Liens	46
4.9	Intellectual Property	46
4.10	Taxes	46
4.11	Federal Regulations	46
4.12	Labor Matters	46
4.13	ERISA	47
4.14	Investment Company Act; Other Regulations	47
4.15	Subsidiaries	47
4.16	Use of Proceeds	47
4.17	Environmental Matters	47
4.18	Accuracy of Information, etc.	48
4.19	Security Documents	48
4.20	Solvency	49
4.21	Material Indebtedness	49
4.22	Registered Broker-Dealer	49

SECTION 5.	CONDITIONS PRECEDENT	49

5.1	Conditions to Initial Extension of Credit	49
5.2	Conditions to Each Extension of Credit	51

SECTION 6.	AFFIRMATIVE COVENANTS	51

6.1	Financial Statements	52
6.2	Certificates; Other Information	52
6.3	Payment of Obligations	53
6.4	Maintenance of Existence; Compliance	53
6.5	Maintenance of Property; Insurance	54
6.6	Inspection of Property; Books and Records; Discussions	54
6.7	Notices	54
6.8	Environmental Laws	55
6.9	Additional Collateral, etc.	55
6.10	Post-Closing Delivery Items	56

SECTION 7.	NEGATIVE COVENANTS	56

7.1	Financial Condition Covenants	57
7.2	Indebtedness	57
7.3	Liens	58
7.4	Fundamental Changes	60
7.5	Disposition of Property	61
7.6	Restricted Payments	62
7.7	Investments	62
7.8	Optional Payments and Modifications of Certain Debt Instruments	63

7.9	Transactions with Affiliates	64
7.10	Sales and Leasebacks	64
7.11	Swap Agreements	64
7.12	Changes in Fiscal Periods	64
7.13	Negative Pledge Clauses	64
7.14	Clauses Restricting Subsidiary Distributions	64
7.15	Lines of Business	65
7.16	Amendments to Organizational Documents	65

SECTION 8.	EVENTS OF DEFAULT	65

SECTION 9.	THE AGENTS	68

9.1	Appointment	68
9.2	Delegation of Duties	68
9.3	Exculpatory Provisions	68
9.4	Reliance by Administrative Agent	68
9.5	Notice of Default	69
9.6	Non-Reliance on Agents and Other Lenders	69
9.7	Indemnification	69
9.8	Agent in Its Individual Capacity	70
9.9	Successor Administrative Agent	70
9.10	Documentation Agent and Syndication Agent	70

SECTION 10.	MISCELLANEOUS	70

10.1	Amendments and Waivers	70
10.2	Notices	72
10.3	No Waiver; Cumulative Remedies	73
10.4	Survival of Representations and Warranties	73
10.5	Payment of Expenses and Taxes	73
10.6	Successors and Assigns; Participations and Assignments	74
10.7	Adjustments; Set-off	79
10.8	Counterparts	80
10.9	Severability	80
10.10	Integration	80
10.11	GOVERNING LAW	80
10.12	Submission To Jurisdiction; Waivers	80
10.13	Acknowledgements	81
10.14	Releases of Guarantees and Liens	81
10.15	Confidentiality	81
10.16	WAIVERS OF JURY TRIAL	82
10.17	USA Patriot Act	82

SCHEDULE:

1.1	Commitments

EXHIBITS:

A	Form of Guarantee and Collateral Agreement
B	Form of Compliance Certificate
C	Form of Closing Certificate
D	Form of Assignment and Assumption
E	Form of Legal Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
F	Form of U.S. Tax Certificate
G	Form of Increased Facility Activation Notice
H	Form of New Lender Supplement
I	Form of Solvency Certificate
J	Form of Affiliated Lender Assignment and Assumption
K	Form of Borrowing Notice

CREDIT AGREEMENT (this “Agreement“), dated as of November 30, 2011,
among ADVENT SOFTWARE, INC., a Delaware corporation (the “Borrower“), the
several banks and other financial institutions or entities from time to time
parties to this Agreement (the “Lenders“), U.S. BANK NATIONAL
ASSSOCIATION as documentation agent (in such capacity, the “Documentation
Agent“), WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agent (in
such capacity, the “Syndication Agent“), and JPMORGAN CHASE BANK, N.A.,
as administrative agent.

The parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. 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.

“ABR“: for any day, a rate per annum (rounded upwards, if necessary,
to the next 1/100 of 1%) equal to the greatest of (a) the Prime Rate in effect
on such day, (b) the Federal Funds Effective Rate in effect on such day
plus 1/2 of 1% and (c) the Eurodollar Rate that would be calculated as of
such day (or, if such day is not a Business Day, as of the next preceding
Business Day) in respect of a proposed Eurodollar Loan with a one-month Interest
Period plus 1.0%. Any change in the ABR due to a change in the Prime
Rate, the Federal Funds Effective Rate or such Eurodollar Rate shall be
effective as of the opening of business on the day of such change in the Prime
Rate, the Federal Funds Effective Rate or such Eurodollar Rate, respectively.

“ABR Loans“: Loans the rate of interest applicable to which is based
upon the ABR.

“Adjustment Date“: as defined in the Applicable Pricing Grid.

“Administrative Agent“: JPMorgan Chase Bank, N.A., together with its
Affiliates, as the arranger of the Commitments and as the administrative agent
for the Lenders under this Agreement and the other Loan Documents, together with
any of its successors.

“Affiliate“: as to any Person, any other Person that, 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.

“Affiliated Lender“: any of the Sponsor and its Affiliates other than
the Borrower and its Subsidiaries.

“Affiliated Lender Assignment and Assumption“: as defined in Section
10.6(f).

“Agents“: the collective reference to the Documentation Agent, the
Syndication Agent and the Administrative Agent.

“Aggregate Exposure“: with respect to any Lender at any time, an
amount equal to (a) until the Closing Date, the aggregate amount of such
Lender’s Commitments at such time and (b) thereafter, the sum of (i) the
aggregate then unpaid principal amount of such Lender’s Term Loans, (ii) the
amount of such Lender’s Revolving Commitment then in effect or, if the Revolving
Commitments

have been terminated, the amount of such Lender’s Revolving Extensions of
Credit then outstanding and (iii) during the Delayed Draw Term Loan Commitment
Period, the amount of such Lender’s unutilized Delayed Draw Term Commitment.

“Aggregate Exposure Percentage“: 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 Aggregate Exposure of all Lenders at such time.

“Agreement“: as defined in the preamble hereto.

“Applicable Margin“: (a) for each Type of Loan other than Incremental
Term Loans, a rate per annum equal to (i) 1.25% in the case of ABR Loans and
(ii) 2.25% in the case of Eurodollar Loans; provided, that on and after
the first Adjustment Date occurring after the completion of the first full
fiscal quarter of the Borrower after the Closing Date, the Applicable Margin
will be determined pursuant to the Applicable Pricing Grid; and

(b) for Incremental Term Loans, such per annum rates as shall be agreed to by
the Borrower and the applicable Incremental Term Lenders as shown in the
applicable Increased Facility Activation Notice.

“Applicable Pricing Grid“: the table set forth below:

Level	Consolidated Leverage Ratio	Applicable Margin for Eurodollar Loans		Applicable Margin for ABR Loans		Commitment Fee Rate
Level I	> 2.5x	2.75	%	1.75	%	0.45	%
Level II	> 2.0x and < 2.5x	2.50	%	1.50	%	0.40	%
Level III	> 1.5x and < 2.0x	2.25	%	1.25	%	0.35	%
Level IV	> 1.0x and < 1.5x	2.00	%	1.00	%	0.30	%
Level V	< 1.0x	1.75	%	0.75	%	0.25	%

; provided, that Levels IV and V shall be unavailable in determining
the Applicable Margin until the Borrower has delivered the financial statements
for the fiscal quarter ended June 30, 2012 in accordance with Section 6.1.

For the purposes of the Applicable Pricing Grid, changes in the Applicable
Margin resulting from changes in the Consolidated Leverage Ratio shall become
effective on the date (the “Adjustment Date“) that is three Business Days
after the date on which financial statements are delivered to the Lenders
pursuant to Section 6.1 and shall remain in effect until the next change to be
effected pursuant to this paragraph. If any financial statements referred to
above are not delivered within the time periods specified in Section 6.1, then,
until the date that is three Business Days after the date on which such
financial statements are delivered, the highest rate set forth in each column of
the Applicable Pricing Grid shall apply. In addition, at all times while an
Event of Default shall have occurred and be continuing, the highest rate set
forth in each column of the Applicable Pricing Grid shall apply following a
written request delivered by the Administrative Agent to the Borrower on behalf
of the Required Lenders. Each determination of the Consolidated Leverage Ratio
pursuant to the Applicable Pricing Grid shall be made in a manner consistent
with the determination thereof pursuant to Section 7.1.

“Application“: an application, in such form as the Issuing Lender may
specify from time to time, requesting the Issuing Lender to open a Letter of
Credit.

“Approved Fund“: as defined in Section 10.6(b).

“Asset Sale“: any Disposition of property or series of related
Dispositions of property (excluding any such Disposition permitted by clauses
(a) through (k) of Section 7.5) that yields gross proceeds to any Group Member
(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.

“Assignee“: as defined in Section 10.6(b).

“Assignment and Assumption“: an Assignment and Assumption,
substantially in the form of Exhibit D.

“Available Revolving Commitment“: as to any Revolving Lender at any
time, an amount equal to the excess, if any, of (a) such Lender’s Revolving
Commitment then in effect over (b) such Lender’s Revolving Extensions of
Credit then outstanding; provided, that in calculating any Lender’s
Revolving Extensions of Credit for the purpose of determining such Lender’s
Available Revolving Commitment pursuant to Section 2.8(a), the aggregate
principal amount of Swingline Loans then outstanding shall be deemed to be zero.

“Available Delayed Draw Term Commitment“: as to any Delayed Draw Term
Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s
Delayed Draw Term Commitment then in effect over (b) the aggregate
principal amount of Delayed Draw Term Loans previously made by such Delayed Draw
Term Lender.

“Bankruptcy Event“: with respect to any Person, such Person becomes
the subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee, administrator, custodian, assignee for the benefit of
creditors or similar Person charged with the reorganization or liquidation of
its business appointed for it, or, in the good faith determination of the
Administrative Agent, has taken any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any such proceeding or appointment,
provided that a Bankruptcy Event shall not result solely by virtue of any
ownership interest, or the acquisition of any ownership interest, in such Person
by a Governmental Authority or instrumentality thereof, provided, further, that
such ownership interest does not result in or provide such Person with immunity
from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such Person (or such
Governmental Authority or instrumentality) to reject, repudiate, disavow or
disaffirm any contracts or agreements made by such Person.

“Benefitted Lender“: as defined in Section 10.7(a).

“Board“: the Board of Governors of the Federal Reserve System of the
United States (or any successor).

“Borrower“: as defined in the preamble hereto.

“Borrowing Date“: any Business Day specified by the Borrower as a date
on which the Borrower requests the relevant Lenders to make Loans hereunder.

“Business“: as defined in Section 4.17(b).

“Business Day“: 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, provided, that with respect to notices and determinations in
connection with, and payments of principal and interest on, Eurodollar Loans,
such day is also a day for trading by and between banks in Dollar deposits in
the interbank eurodollar market.

“Capital Lease Obligations“: 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.

“Capital Stock“: 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.

“Cash Equivalents“: (a) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States Government or issued by any
agency thereof, subject to clause (g) below, 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 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-1 by Standard & Poor’s Ratings Services (“S&P“)
or P-1 by Moody’s Investors Service, Inc. (“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 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&P, A by Moody’s or F-1 or A by Fitch Ratings, or carry
an equivalent rating by a nationally recognized rating agency; (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; (g) marketable direct
obligations not to exceed $10,000,000 at any time issued by the Federal National
Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation
(Freddie Mac), the Federal Home Loan Bank and the Federal Farm Credit Bank,
maturing within one year from the date of acquisition; (h) money market mutual
or similar funds that invest exclusively in assets satisfying the requirements
of clauses (a) through (g) of this definition; or (i) money market funds that
(i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment
Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by
Moody’s or carry an equivalent rating by a nationally recognized rating agency
and (iii) have portfolio assets of at least $5,000,000,000.

“Closing Date“: the date on which the conditions precedent set forth
in Section 5.1 shall have been satisfied, which date is November 30, 2011.

“Code“: the Internal Revenue Code of 1986, as amended.

“Collateral“: all property of the Loan Parties, now owned or hereafter
acquired, upon which a Lien is purported to be created by any Security Document.

“Commitment“: as to any Lender, the sum of the Tranche A Term
Commitment, the Delayed Draw Term Commitment and the Revolving Commitment of
such Lender.

“Commitment Fee Rate“: 0.35% per annum; provided, that on and
after the first Adjustment Date occurring after the completion of the first full
fiscal quarter of the Borrower after the Closing Date, the Commitment Fee Rate
will be determined pursuant to the Applicable Pricing Grid.

“Compliance Certificate“: a certificate duly executed by a Responsible
Officer substantially in the form of Exhibit B.

“Confidential Information Memorandum“: the Confidential Information
Memorandum dated October 2011 and furnished to certain Lenders.

“Consolidated EBITDA“: for any period, Consolidated Net Income for
such period plus, without duplication and to the extent reflected as a
charge in the statement of such Consolidated Net Income for such period, the sum
of (a) expense for taxes paid or accrued, (b) interest expense, amortization or
writeoff of debt discount and debt issuance costs and commissions, discounts and
other fees and charges associated with Indebtedness (including the Loans), (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, non-cash losses on sales of assets
outside of the ordinary course of business), provided, that the amounts
referred to in this clause (e) shall not, in the aggregate, exceed 5% of
Consolidated EBITDA for any period, (f) non-cash expense related to stock based
compensation and (g) non-cash losses, charges or expenses, including non-cash
impairment of goodwill and intangible assets (excluding any such non-cash
losses, charges or expenses to the extent that such loss, charge or expense
represents an accrual of or reserve for a future loss, charge or expense for a
future period), and minus, (a) to the extent included in the statement of
such Consolidated Net Income for such period, the sum of (i) interest income,
(ii) 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), (iii) income tax credits (to the extent not
netted from income tax expense) and (iv) any other non-cash income (excluding
any non-cash gains which represent the reversal of any accrual of, or cash
reserve for, anticipated cash charges that reduced Consolidated EBITDA in any
prior period) and (b) any cash payments made during such period in respect of
items described in clause (e) above subsequent to the fiscal quarter in which
the relevant non-cash expenses or losses were reflected as a charge in the
statement of Consolidated Net Income, all as determined on a consolidated basis.
For the purposes of calculating Consolidated EBITDA for any Test Period pursuant
to any determination of the Consolidated Leverage Ratio, (i) if at any time
during such Test Period the Borrower or any Subsidiary shall have made any
Material Disposition, the Consolidated EBITDA for such Test Period shall be
reduced by an amount equal to the Consolidated EBITDA (if positive) attributable
to the property that is the subject of such Material Disposition for such Test
Period or increased by an amount equal to the Consolidated EBITDA (if negative)
attributable thereto for such Test Period and (ii) if during such Test Period
the Borrower or any Subsidiary shall have made a Material Acquisition,
Consolidated EBITDA for such Test Period shall be calculated after giving
pro forma effect thereto as if such Material Acquisition occurred
on the first day of such Test Period.

Notwithstanding the foregoing, Consolidated EBITDA shall not include the
results of Second Street at any time Second Street is not a Subsidiary
Guarantor.

Notwithstanding the foregoing but subject to adjustment in accordance with
Section 1.3, Consolidated EBITDA for the fiscal quarter (i) ended December 31,
2010 shall be deemed to be $19,200,000, (ii) ended March 31, 2011 shall be
deemed to be $18,500,000, (ii) ended June 30, 2011 shall be deemed to be
$18,500,000 and (iii) ended September 30, 2011 shall be deemed to be
$20,100,000.

“Consolidated Interest Coverage Ratio“: for any period, the ratio of
(a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for
such period.

“Consolidated Interest Expense“: for any period, (i) total cash
interest expense (including that attributable to Capital Lease Obligations) of
the Borrower and its Subsidiaries for such period with respect to all
outstanding Indebtedness of the Borrower and its Subsidiaries (including all
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers’ acceptance financing and net costs under Swap Agreements
in respect of interest rates to the extent such net costs are allocable to such
period in accordance with GAAP), minus (ii) all interest payments
received by the Borrower and its Subsidiaries under outstanding Swap Agreements
of the Borrower and its Subsidiaries allocable to such period in accordance with
GAAP.

“Consolidated Leverage Ratio“: as at the last day of any period, the
ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for
such period.

“Consolidated Net Income“: for any period, the consolidated net income
(or loss) of the Borrower and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP; provided that there shall be excluded (a)
the income (or deficit) of any Person accrued prior to the date it becomes a
Subsidiary of the Borrower 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 of the Borrower) 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
dividends or similar distributions and (c) the undistributed earnings of any
Subsidiary of the Borrower 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.

“Consolidated Total Debt“: at any date the sum of (i) the aggregate
principal amount of all Indebtedness of the Borrower and its Subsidiaries at
such date, determined on a consolidated basis in accordance with GAAP and (ii)
the aggregate drawable amount of undrawn letters of credit issued for the
account of the Borrower and its Subsidiaries to the extent such letters of
credit have not been cash collateralized. For the avoidance of doubt, unutilized
Delayed Draw Term Commitments and unutilized Revolving Commitments shall be
excluded in calculating Consolidated Total Debt.

“Continuing Directors“: the directors of the Borrower on the Closing
Date, and each other director, if, in each case, such other director’s
nomination for election to the board of directors of the Borrower is recommended
by at least 50% of the then Continuing Directors.

“Contractual Obligation“: 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.

“Credit Party“: the Administrative Agent, the Issuing Lender, the
Swingline Lender or any other Lender.

“Default“: any of the events specified in Section 8, whether or not
any requirement for the giving of notice, the lapse of time, or both, has been
satisfied.

“Defaulting Lender“: any Lender that (a) has failed, within two
Business Days of the date required to be funded or paid, to (i) fund any portion
of its Loans, (ii) fund any portion of its participations in Letters of Credit
or Swingline Loans or (iii) pay over to any Credit Party any other amount
required to be paid by it hereunder, unless, in the case of clause (i) above,
such Lender notifies the Administrative Agent in writing that such failure is
the result of such Lender’s good faith determination that a condition precedent
to funding (specifically identified and including the particular default, if
any) has not been satisfied, (b) has notified the Borrower or any Credit Party
in writing, or has made a public statement to the effect, that it does not
intend or expect to comply with any of its funding obligations under this
Agreement (unless such writing or public statement indicates that such position
is based on such Lender’s good faith determination that a condition precedent
(specifically identified and including the particular default, if any) to
funding a loan under this Agreement cannot be satisfied) or generally under
other agreements in which it commits to extend credit, (c) has failed, within
three Business Days after request by a Credit Party, acting in good faith, to
provide a certification in writing from an authorized officer of such Lender
that it will comply with its obligations (and is financially able to meet such
obligations) to fund prospective Loans and participations in then outstanding
Letters of Credit and Swingline Loans under this Agreement, provided that such
Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon
such Credit Party’s receipt of such certification in form and substance
satisfactory to it and the Administrative Agent, or (d) has become the subject
of a Bankruptcy Event.

“Delayed Draw Term Commitment“: as to any Lender, the obligation of
such Lender, if any, to make a Delayed Draw Term Loan to the Borrower in a
principal amount not to exceed the amount set forth under the heading “Delayed
Draw Term Commitment” opposite such Lender’s name on Schedule 1.1. The original
aggregate amount of the Delayed Draw Term Commitments is $50,000,000.

“Delayed Draw Term Lender“: each Lender that has a Delayed Draw Term
Commitment or that holds a Delayed Draw Term Loan.

“Delayed Draw Term Loan“: as defined in Section 2.1.

“Delayed Draw Term Loan Commitment Period“: the period commencing on
the Closing Date and ending on the first anniversary of the Closing Date.

“Delayed Draw Term Percentage“: as to any Delayed Draw Term Lender at
any time, the percentage which such Lender’s Delayed Draw Term Commitment then
constitutes of the aggregate Delayed Draw Term Commitments or, at any time after
the Delayed Draw Term Commitments shall have expired or terminated, the
percentage which the aggregate principal amount of such Lender’s Delayed Draw
Term Loans then outstanding constitutes of the aggregate principal amount of the
Delayed Draw Term Loans then outstanding.

“Disclosure Letter“: the disclosure letter, dated the date hereof, as
amended or supplemented from time to time by the Borrower with the written
consent of the Administrative Agent (or as supplemented by the Borrower pursuant
to the terms of this Agreement or the other Loan Documents), delivered by the
Borrower to the Administrative Agent for the benefit of the Lenders.

“Disposition“: with respect to any property, any sale, lease, sale and
leaseback, assignment, conveyance, transfer or other disposition thereof. The
terms “Dispose” and “Disposed of” shall have correlative meanings.

“Documentation Agent“: as defined in the preamble hereto.

“Dollars” and “$“: dollars in lawful currency of the United
States.

“Domestic Subsidiary“: any Subsidiary of the Borrower organized under
the laws of any jurisdiction within the United States.

“Environmental Laws“: any and all foreign, Federal, state, local or
municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority or other Requirements of Law
(including common law) regulating, relating to or imposing liability or
standards of conduct concerning protection of the environment or, to the extent
relating to exposure to hazardous or deleterious materials, human health, as now
or may at any time hereafter be in effect.

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

“ERISA Affiliate“: any trade or business (whether or not incorporated)
that, together with any Group Member, is treated as a single employer under
Section 414 of the Code.

“ERISA Event“: (a) the existence with respect to any Plan of a
non-exempt Prohibited Transaction; (b) any Reportable Event; (c) the failure of
any Group Member or ERISA Affiliate to make by its due date a required
installment under Section 430(j) of the Code with respect to any Pension Plan or
any failure by any Pension Plan to satisfy the minimum funding standards (within
the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to
such Pension Plan, whether or not waived; (d) a determination that any Pension
Plan is, or is expected to be, in “at risk” status (within the meaning of
Section 430 of the Code or Section 303 of ERISA); (e) the filing pursuant to
Section 412 of the Code or Section 302 of ERISA of an application for a waiver
of the minimum funding standard with respect to any Pension Plan; (f) the
occurrence of any event or condition which might constitute grounds under ERISA
for the termination of, or the appointment of a trustee to administer, any
Pension Plan or the incurrence by any Group Member or any ERISA Affiliate of any
liability under Title IV of ERISA with respect to the termination of any Pension
Plan, including but not limited to the imposition of any Lien in favor of the
PBGC or any Pension Plan; (g) the receipt by any Group Member or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to an
intention to terminate any Pension Plan or to appoint a trustee to administer
any Pension Plan under Section 4042 of ERISA; (h) the failure by any Group
Member or any of its ERISA Affiliates to make any required contribution to a
Multiemployer Plan pursuant to Sections 431 or 432 of the Code; (i) the
incurrence by any Group Member or any ERISA Affiliate of any liability with
respect to the withdrawal or partial withdrawal from any Pension Plan or
Multiemployer Plan; (j) the receipt by any Group Member or any ERISA Affiliate
of any notice, or the receipt by any Multiemployer Plan from a Group Member or
any ERISA Affiliate of any notice, concerning the imposition of Withdrawal
Liability or a determination that a Multiemployer Plan is, or is expected to be,
Insolvent, in Reorganization, in “endangered” or “critical” status (within the
meaning of Section 432 of the Code or Section 305 of ERISA), or terminated
(within the meaning of Section 4041A of ERISA); or (k) the failure by any Group
Member or any of its ERISA Affiliates to pay when due (after expiration of any
applicable grace period) any installment payment with respect to Withdrawal
Liability under Section 4201 of ERISA.

“Eurocurrency Reserve Requirements“: for any day as applied to a
Eurodollar Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal) of reserve requirements in effect on such day
(including 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.

“Eurodollar Base Rate“: 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 the
Reuters Screen LIBOR01 Page 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 such page (or otherwise on such screen), the “Eurodollar Base
Rate” shall be determined by reference to such other comparable publicly
available service for displaying eurodollar rates as may be selected by the
Administrative Agent or, in the absence of such availability, by reference to
the rate at which the Administrative Agent is offered Dollar deposits at or
about 11:00 A.M., New York City time, two Business Days prior to the beginning
of such Interest Period in the interbank eurodollar market where its eurodollar
and foreign currency and exchange operations are then being conducted for
delivery on the first day of such Interest Period for the number of days
comprised therein.

“Eurodollar Loans“: Loans the rate of interest applicable to which is
based upon the Eurodollar Rate.

“Eurodollar Rate“: 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:

		Eurodollar Base Rate
		1.00 – Eurocurrency Reserve Requirements

“Eurodollar Tranche“: the collective reference to Eurodollar Loans
under a particular Facility 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 Loans shall originally have been made on the same day).

“Event of Default“: any of the events specified in Section 8,
provided that any requirement for the giving of notice, the lapse of
time, or both, has been satisfied.

“Excluded Subsidiary“: (i) any Foreign Subsidiary and (ii) Second
Street, to the extent Second Street is a registered broker-dealer under the
Securities Exchange Act of 1934, as amended, and, as a result, is prohibited by
applicable Requirements of Law from becoming a Subsidiary Guarantor.

“Excluded Taxes“: with respect to any payment made by any Loan Party
under any Loan Document, any of the following Taxes imposed on or with respect
to a Credit Party: (a) income or franchise Taxes imposed on (or measured by) net
income by any jurisdiction under the laws of which such Credit Party is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located or with which such
Credit Party has a present or former connection (other than any such connection
arising from having executed, delivered, become a party to, performed its
obligations under, received payments under, received or perfected a security
interest under, or enforced any Loan Document), (b) any branch profits Taxes or
similar Taxes imposed by any jurisdiction described in clause (a) above and (c)
in the case of a Non-U.S. Lender (other than an assignee pursuant to a request
by the Borrower under Section 2.22(a)), any U.S. Federal withholding Taxes (i)
resulting from any Requirement of Law in effect (including FATCA) on the date
such Non-U.S. Lender

becomes a party to this Agreement (or designates a new lending office),
except to the extent that such Non-U.S. Lender (or its assignor, if any) was
entitled, at the time of designation of a new lending office (or assignment), to
receive additional amounts from any Loan Party with respect to such withholding
Taxes pursuant to Section 2.19(a), or (ii) is attributable to such Non-U.S.
Lender’s failure to comply with Section 2.19(f).

“Facility“: each of (a) the Tranche A Term Commitments and the Tranche
A Term Loans made thereunder (the “Tranche A Term Facility“), (b) the
Delayed Draw Term Commitments and the Delayed Draw Term Loans made thereunder
(the “Delayed Draw Term Facility“), (c) the Revolving Commitments and the
extensions of credit made thereunder (the “Revolving Facility“) and (d)
the Incremental Term Loans (the “Incremental Term Facility“).

“FATCA“: Sections 1471 through 1474 of the Code, as of the date of
this Agreement (or any amended or successor version that is substantively
comparable and not materially more burdensome to comply with), and any current
or future regulations issued thereunder or official interpretations thereof.

“Federal Funds Effective Rate“: for any day, the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by JPMorgan Chase Bank,
N.A. from three federal funds brokers of recognized standing selected by it.

“Fee Payment Date“: (a) the last day of each March, June, September
and December and (b) the last day of the Revolving Commitment Period.

“Financial Covenants“: the covenants set forth in Section 7.1.

“Foreign Plan“: each employee benefit plan (within the meaning of
Section 3(3) of ERISA, whether or not subject to ERISA) which provides
retirement income, a deferral of income in contemplation of retirement or
payments upon termination of employment that is not subject to US law and is
maintained or contributed to by any Group Member primarily for the benefit of
non-U.S. employees.

“Foreign Plan Event“: with respect to any Foreign Plan, (a) the
failure to make or, if applicable, accrue in accordance with normal accounting
practices, any employer or employee contributions required by applicable law or
by the terms of such Foreign Plan; (b) the failure to register or loss of good
standing with applicable regulatory authorities of any such Foreign Plan
required to be registered; or (c) the failure of any Foreign Plan to comply with
any material provisions of applicable law and regulations or with the material
terms of such Foreign Plan, other than any failure of the foregoing clauses that
could not reasonably be expected to result in a Material Adverse Effect.

“Foreign Subsidiary“: any Subsidiary of the Borrower that is not a
Domestic Subsidiary.

“Funding Office“: the office of the Administrative Agent specified in
Section 10.2 or such other office as may be specified from time to time by the
Administrative Agent as its funding office by written notice to the Borrower and
the Lenders.

“GAAP“: generally accepted accounting principles in the United States
as in effect from time to time, except that for purposes of Section 7.1, 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 4.1(b). 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 reflect equitably such Accounting Changes with the desired result that the
criteria for evaluating the Borrower’s financial condition shall be the same
after such Accounting Changes as if such Accounting Changes 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 continue to be calculated
or construed as if such Accounting Changes had not occurred. “Accounting
Changes” refers to changes 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.

“Governmental Authority“: any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).

“Group Members“: the collective reference to the Borrower and its
Subsidiaries.

“Guarantee and Collateral Agreement“: the Guarantee and Collateral
Agreement to be executed and delivered by the Borrower and each Subsidiary
Guarantor, substantially in the form of Exhibit A.

“Guarantee Obligation“: as to any Person (the “guaranteeing
person“), any obligation, including a reimbursement, counterindemnity or
similar obligation, of the guaranteeing Person that guarantees or has the
economic effect of guaranteeing, or which is given to induce the creation of a
separate obligation by another Person (including any bank under any letter of
credit) that guarantees or in effect guarantees, any Indebtedness, leases,
dividends or other obligations (the “primary obligations“) of any other
third Person (the “primary obligor“) in any manner, whether directly or
indirectly, including 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 beneficiary of any such primary obligation against loss in respect thereof;
provided, however, 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.

“Increased Facility Activation Date“: any Business Day on which any
Lender shall execute and deliver to the Administrative Agents an Increased
Facility Activation Notice pursuant to Section 2.24(a).

“Increased Facility Activation Notice“: a notice substantially in the
form of Exhibit G.

“Increased Facility Closing Date“: any Business Day designated as such
in an Increased Facility Activation Notice.

“Incremental Term Facility“: as defined in the definition of
“Facility”.

“Incremental Term Lenders“: (a) on any Increased Facility Activation
Date relating to Incremental Term Loans, the Lenders signatory to the relevant
Increased Facility Activation Notice and (b) thereafter, each Lender that is a
holder of an Incremental Term Loan.

“Incremental Term Loans“: any term loans made pursuant to Section
2.24(a).

“Incremental Term Maturity Date“: with respect to the Incremental Term
Loans to be made pursuant to any Increased Facility Activation Notice, the
maturity date specified in such Increased Facility Activation Notice, which date
shall not be earlier than the final maturity of the Tranche A Term Loans and the
Delayed Draw Term Loans.

“Indebtedness“: 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 (i)
trade payables incurred in the ordinary course of such Person’s business, (ii)
accounts payable incurred in the ordinary course of business and (iii)
obligations which are being contested in good faith by appropriate proceedings
and for which adequate reserves have been set aside in accordance with GAAP),
(c) all obligations of such Person evidenced by notes, bonds, debentures or
other similar instruments, (d) all indebtedness 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 or in respect of acceptances, letters of credit (whether or not
drawn), surety bonds or similar arrangements, (g) the liquidation value of all
mandatorily redeemable preferred 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 accounts and contract rights) owned by such Person,
whether or not such Person has assumed or become liable for the payment of such
obligation, and (j) for the purposes of Section 8(e) only, all obligations of
such Person in respect of Swap Agreements. The Indebtedness of any Person shall
include the Indebtedness of any other entity (including any partnership in which
such Person is a general partner) to the extent such Person is liable therefor
as a result of such Person’s ownership interest in or other relationship with
such entity, except to the extent the terms of such Indebtedness expressly
provide that such Person is not liable therefor. For purposes of determining
Indebtedness, the “obligations” of the Borrower or any Subsidiary in respect of
any Swap Agreement at any time shall be the maximum aggregate amount (giving
effect to any netting agreements and set-off rights) that the Borrower or such
Subsidiary would be required to pay if such Swap Agreement were terminated at
such time. Notwithstanding anything to the contrary in the foregoing, in
connection with any Permitted Acquisition or any other acquisition by the
Borrower or any Subsidiary permitted hereunder (or any sale, transfer or other
disposition by the Borrower or any Subsidiary permitted hereunder), the term
“Indebtedness” shall not include contingent post-closing purchase price
adjustments (excluding earn-outs and similar payments) to which the seller in
such Permitted Acquisition or such other acquisition (or the buyer in such sale,
transfer or other disposition, as the case may be) may become entitled or
contingent indemnity obligations that may be owed to such seller (or buyer, if
applicable) in respect thereof. The amount of

Indebtedness of any Person which is recourse solely to an item of property
and not to such Person for purposes of clause (i) above shall (unless such
Indebtedness has been assumed by such Person) be deemed to be equal to the
lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair
market value of the property encumbered thereby as determined by such Person in
good faith.

“Indemnified Taxes“: (a) Taxes, other than Excluded Taxes, imposed on
or with respect to any payment made by any Loan Party under any Loan Document
and (b) Other Taxes.

“Insolvent“: with respect to any Multiemployer Plan, the condition
that such plan is insolvent within the meaning of Section 4245 of ERISA.

“Intellectual Property“: 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
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.

“Interest Payment Date“: (a) as to any ABR Loan (other than any
Swingline Loan), the last day of each March, June, September and December (or,
if an Event of Default is in existence, the last day of each calendar month) to
occur while such Loan is outstanding and the final maturity date of such Loan,
(b) as to any Eurodollar Loan having an Interest Period of three months or less,
the last day of such Interest Period, (c) as to any Eurodollar Loan having an
Interest Period longer than three months, each day that is three months, or a
whole multiple thereof, after the first day of such Interest Period and the last
day of such Interest Period, (d) as to any Loan (other than any Revolving Loan
that is an ABR Loan and any Swingline Loan), the date of any repayment or
prepayment made in respect thereof and (e) as to any Swingline Loan, the day
that such Loan is required to be repaid.

“Interest Period“: 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 (or, if agreed
to by all Lenders under the relevant Facility, nine or twelve) 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 (or, if
agreed to by all Lenders under the relevant Facility, nine or twelve) months
thereafter, as selected by the Borrower by irrevocable notice to the
Administrative Agent not later than 1:00 P.M., New York City time, on the date
that is three Business Days prior to the last day of the then current Interest
Period with respect thereto; provided that, all of the foregoing
provisions relating to Interest Periods are subject to the following:

(i) 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;

(ii) the Borrower may not select an Interest Period under a particular
Facility that would extend beyond the Revolving Termination Date or beyond the
date final payment is due on the relevant Term Loans, as the case may be; and

(iii) 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.

“Investments“: as defined in Section 7.7.

“IRS“: the United States Internal Revenue Service.

“Issuing Lender“: JPMorgan Chase Bank, N.A., or any Affiliate thereof,
in its capacity as issuer of any Letter of Credit.

“L/C Commitment“: $25,000,000.

“L/C Exposure“: at any time, the total L/C Obligations. The L/C
Exposure of any Revolving Lender at any time shall be its Revolving Percentage
of the total L/C Exposure at such time.

“L/C Obligations“: 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 3.5.

“L/C Participants“: the collective reference to all the Revolving
Lenders other than the Issuing Lender.

“Lender Parent“: with respect to any Lender, any Person as to which
such Lender is, directly or indirectly, a Subsidiary.

“Lenders“: as defined in the preamble hereto.

“Letters of Credit“: as defined in Section 3.1(a).

“Lien“: any mortgage, pledge, hypothecation, collateral assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any security agreement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement and any
capital lease having substantially the same economic effect as any of the
foregoing).

“Liquidity“: at any time the sum of (i) undrawn Revolving Commitments
then available to be drawn, (ii) unrestricted domestic cash and Cash Equivalents
held by the domestic Loan Parties, (iii) unrestricted domestic short-term
investments held by the domestic Loan Parties and (iv) up to $20,000,000 of
unrestricted United States Treasury securities held by the domestic Loan Parties
having a maturity no later than 24 months from such time. As used herein with
respect to any item, “unrestricted” means that such item is not subject to any
contractual restrictions on the application thereof by the Borrower and its
Subsidiaries and not subject to any Lien (other than Liens created by the Loan
Documents and Liens permitted by Section 7.3(j).

“Loan“: any loan made by any Lender pursuant to this Agreement.

“Loan Documents“: this Agreement, the Security Documents, the Notes
and any amendment, waiver, supplement or other modification to any of the
foregoing.

“Loan Parties“: the Borrower and each Subsidiary Guarantor.

“Majority Facility Lenders“: subject to Section 2.23(b), with respect
to any Facility, the holders of more than 50% of the aggregate unpaid principal
amount of the Term Loans or the Total Revolving Extensions of Credit, as the
case may be, outstanding under such Facility (or, in the case of the Revolving
Facility, prior to any termination of the Revolving Commitments, the holders of
more than 50% of the Total Revolving Commitments).

“Material Acquisition“: any acquisition of property or series of
related acquisitions of property that (a) constitutes assets comprising all or
substantially all of an operating unit of a business or constitutes all or
substantially all of the common stock of a Person and (b) involves the payment
of consideration by the Borrower and its Subsidiaries in excess of $10,000,000.

“Material Adverse Effect“: a material adverse effect on (a) the
business, property, operations or condition (financial or otherwise) of the
Borrower and its Subsidiaries taken as a whole or (b) 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.

“Material Disposition“: any Disposition of property or series of
related Dispositions of property that yields gross proceeds to the Borrower or
any of its Subsidiaries in excess of $10,000,000.

“Material Indebtedness“: Indebtedness (other than Indebtedness
constituting Obligations) in an aggregate principal amount exceeding
$10,000,000.

“Materials of Environmental Concern“: any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Law, including asbestos, polychlorinated biphenyls
and urea-formaldehyde insulation.

“Maturity Date“: November 30, 2016.

“Mortgaged Properties“: any real properties on which the
Administrative Agent for the benefit of the Lenders shall be granted a Lien
pursuant to the Mortgages.

“Mortgages“: 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, substantially in the form of the Administrative Agent’s
form therefor customarily used in syndicated loan financings, (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).

“MNPI“: any material Nonpublic Information regarding Borrower and its
Subsidiaries or the Loans or securities of any of them that has not been
disclosed to the Lenders generally (other than Lenders who elect not to receive
such information). For purposes of this definition (i) “Nonpublic Information”
means information which has not been disseminated in a manner making it
available to investors generally, within the meaning of Regulation FD, and (ii)
“material Nonpublic Information” shall mean Nonpublic Information that would
reasonably be expected to be material to a decision by any Lender to acquire any
Term Loans or Delayed Draw Term Commitments or to enter into any of the
transactions contemplated thereby or would otherwise be material for purposes of
United States Federal and state securities laws.

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

“Net Cash Proceeds“: (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), 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 that 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 Capital Stock or any incurrence of
Indebtedness, 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.

“New Lender Supplement“: as defined in Section 2.24(b).

“No MNPI Representation“: by a Person, a representation that such
Person is not in possession of any MNPI.

“Non-U.S. Lender“: any Lender that is not a U.S. Person.

“Notes“: the collective reference to any promissory note evidencing
Loans.

“Obligations“: the unpaid principal of and interest on (including
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 and all other obligations and
liabilities of the Borrower to the Administrative Agent or to any Lender (or, in
the case of Specified Swap Agreements and Specified Cash Management Agreements,
any Affiliate of any Lender), 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 Swap Agreement, any Specified
Cash Management 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 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.

“Other Taxes“: any present or future stamp, court, documentary,
intangible, recording, filing or similar excise or property Taxes that arise
from any payment made under, from the execution, delivery, performance,
enforcement or registration of, or from the registration, receipt or perfection
of a security interest under, or otherwise with respect to, any Loan Document.

“Participant“: as defined in Section 10.6(c).

“Participant Register“: as defined in Section 10.6(c).

“PBGC“: the Pension Benefit Guaranty Corporation established pursuant
to ERISA any successor entity performing similar functions.

“Pension Plan“: any Plan subject to the provisions of Title IV of
ERISA or Section 412 of the Code or Section 302 of ERISA.

“Permitted Acquisition“: any acquisition by the Borrower or a
Subsidiary of a company or line of business that is similar or reasonably
related, complementary, ancillary or incidental to the business conducted or
proposed to be conducted by the Borrower and its Subsidiaries on the Closing
Date (each, an “Acquired Business“); provided that such
acquisition shall only constitute a Permitted Acquisition to the extent (i) no
Default or Event of Default shall be in effect immediately prior to or after
giving effect to such acquisition, (ii) immediately after giving effect to the
making of such acquisition, the Consolidated Leverage Ratio, determined on a Pro
Forma Basis as of the last day of the Relevant Reference Period, shall be less
than the maximum Consolidated Leverage Ratio permitted by Section 7.1(a) for the
Relevant Reference Period and (iii) such acquisition shall not be a “hostile”
acquisition and shall have been approved by the board of directors and/or the
shareholders of the target.

“Person“: 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.

“Plan“: any employee benefit plan as defined in Section 3(3) of ERISA,
including any employee welfare benefit plan (as defined in Section 3(1) of
ERISA), any employee pension benefit plan (as defined in Section 3(2) of ERISA
but excluding any Multiemployer Plan), and any plan which is both an employee
welfare benefit plan and an employee pension benefit plan, and in respect of
which any Group Member or any ERISA Affiliate is (or, if such Plan were
terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as
defined in section 3(5) of ERISA.

“Prime Rate“: the rate of interest per annum publicly announced from
time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its
principal office in New York City (the Prime Rate not being intended to be the
lowest rate of interest charged by JPMorgan Chase Bank, N.A. in connection with
extensions of credit to debtors).

“Pro Forma Basis“: with respect to compliance with any test or
covenant or calculation of any ratio hereunder, the determination or calculation
of such test, covenant or ratio (including in connection with Pro Forma
Transactions) in accordance with Section 1.3.

“Pro Forma Compliance“: with respect to the Financial Covenants,
compliance on a Pro Forma Basis with the Financial Covenants in accordance with
Section 1.3.

“Pro Forma Financial Statements“: as defined in Section 5.1(b).

“Pro Forma Transaction“: any incurrence of Indebtedness under an
Incremental Facility pursuant to Section 2.24(a), any incurrence of Indebtedness
(other than for working capital purposes or in the ordinary course of business)
pursuant to Section 7.2(f), the making of any Restricted Payment pursuant to
Section 7.6(d), the making of any Permitted Acquisition pursuant to Section
7.7(g), the making of any Investment pursuant to Section 7.7(n), the repayment
of any Material Indebtedness pursuant to Section 7.8(a) and the making of a
Material Acquisition or Material Disposition.

“Prohibited Transaction“: as defined in Section 406 of ERISA and
Section 4975(f)(3) of the Code.

“Projections“: as defined in Section 6.2(b).

“Properties“: as defined in Section 4.17(a).

“Recovery Event“: any settlement of or payment in respect of any
property or casualty insurance claim or any condemnation proceeding relating to
any asset of any Group Member.

“Refunded Swingline Loans“: as defined in Section 2.7.

“Register“: as defined in Section 10.6(b).

“Regulation U“: Regulation U of the Board as in effect from time to
time.

“Reimbursement Obligation“: the obligation of the Borrower to
reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under
Letters of Credit.

“Reinvestment Deferred Amount“: with respect to any Reinvestment
Event, the aggregate Net Cash Proceeds received by any Group Member in
connection therewith that are not applied to prepay the Term Loans pursuant to
Section 2.11(b) as a result of the delivery of a Reinvestment Notice.

“Reinvestment Event“: any Asset Sale or Recovery Event in respect of
which the Borrower has delivered a Reinvestment Notice.

“Reinvestment Notice“: a written notice executed by a Responsible
Officer stating that no 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 or repair assets useful in its business.

“Reinvestment Prepayment Amount“: 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 or repair
assets useful in the Borrower’s business.

“Reinvestment Prepayment Date“: with respect to any Reinvestment
Event, the earlier of (a) the date occurring twelve months after such
Reinvestment Event and (b) the date on which the Borrower shall have determined
not to, or shall have otherwise ceased to, acquire or repair assets useful in
the Borrower’s business with all or any portion of the relevant Reinvestment
Deferred Amount.

“Relevant Reference Period“: with respect to a Pro Forma Transaction,
the Test Period then most recently ended for which financial statements have
been delivered pursuant to Section 6.1(a) or (b).

“Reorganization“: with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.

“Reportable Event“: any of the events set forth in Section 4043(c) of
ERISA or the regulations issued thereunder, with respect to a Pension Plan,
other than those events as to which notice is waived pursuant to DOL Reg.
Section 4043 as in effect on the date hereof (no matter how such notice
requirement may be changed in the future).

“Required Lenders“: subject to Section 2.23(b), at any time, the
holders of more than 50% of (a) until the Closing Date, the Commitments then in
effect and (b) thereafter, the sum of (i) the aggregate unpaid principal amount
of the Tranche A Term Loans then outstanding, (ii) the sum of (x) prior to the
first anniversary of the Closing Date, the aggregate unutilized Delayed Draw
Term

Commitments and (y) the aggregate unpaid principal amount of the Delayed Draw
Term Loans then outstanding and (iii) the Total Revolving Commitments then in
effect or, if the Revolving Commitments have been terminated, the Total
Revolving Extensions of Credit then outstanding.

“Requirement of Law“: 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 binding upon
such Person or any of its property or to which such Person or any of its
property is subject.

“Responsible Officer“: 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.

“Restricted Payments“: as defined in Section 7.6.

“Revolving Commitment“: as to any Lender, the obligation of such
Lender, if any, to make Revolving Loans and participate in Swingline Loans and
Letters of Credit in an aggregate principal and/or face amount not to exceed the
amount set forth under the heading “Revolving Commitment” opposite such Lender’s
name on Schedule 1.1 or in the Assignment and Assumption 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
Commitments is $50,000,000.

“Revolving Commitment Period“: the period from and including the
Closing Date to the Revolving Termination Date.

“Revolving Extensions of Credit“: as to any Revolving Lender at any
time, an amount equal to the sum of (a) the aggregate principal amount of all
Revolving Loans held by such Lender then outstanding, (b) such Lender’s
Revolving Percentage of the L/C Obligations then outstanding and (c) such
Lender’s Revolving Percentage of the aggregate principal amount of Swingline
Loans then outstanding.

“Revolving Lender“: each Lender that has a Revolving Commitment or
that holds Revolving Loans.

“Revolving Loans“: as defined in Section 2.4(a).

“Revolving Percentage“: as to any Revolving Lender at any time, the
percentage which such Lender’s Revolving Commitment then constitutes of the
Total Revolving Commitments or, at any time after the Revolving Commitments
shall have expired or terminated, the percentage which the aggregate principal
amount of such Lender’s Revolving Loans then outstanding constitutes of the
aggregate principal amount of the Revolving Loans then outstanding,
provided, that, in the event that the Revolving Loans are paid in full
prior to the reduction to zero of the Total Revolving Extensions of Credit, the
Revolving Percentages shall be determined in a manner designed to ensure that
the other outstanding Revolving Extensions of Credit shall be held by the
Revolving Lenders on a comparable basis. Notwithstanding the foregoing, in the
case of Section 2.23 when a Defaulting Lender shall exist, Revolving Percentages
shall be determined without regard to any Defaulting Lender’s Revolving
Commitment.

“Revolving Termination Date“: November 30, 2016.

“SEC“: the Securities and Exchange Commission, any successor thereto
and any analogous Governmental Authority.

“Second Street“: Second Street Securities, Inc., a Delaware
corporation.

“Security Documents“: 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.

“Solvent“: when used with respect to any Person, means that, as of any
date of determination, (a) the amount of the “fair value” of the assets of such
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.

“Specified Cash Management Agreement“: any agreement providing for
treasury, depositary, purchasing card or cash management services, including in
connection with any automated clearing house transfers of funds or any similar
transactions between the Borrower or any Subsidiary Guarantor and any Lender or
Affiliate thereof, which has been designated by such Lender and the Borrower, by
notice to the Administrative Agent not later than 90 days after the execution
and delivery by the Borrower or such Subsidiary Guarantor, as a “Specified Cash
Management Agreement”.

“Specified Change of Control“: a “Change of Control” (or any other
defined term having a similar purpose) as defined in the documents governing any
Material Indebtedness.

“Specified Swap Agreement“: any Swap Agreement in respect of interest
rates, currency exchange rates or commodity prices entered into by the Borrower
or any Subsidiary Guarantor and any Person that is a Lender or an Affiliate of a
Lender at the time such Swap Agreement is entered into.

“Sponsor“: SPO Advisory Corp.

“Subsidiary“: 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.

“Subsidiary Guarantor“: each Subsidiary of the Borrower other than any
Excluded Subsidiary.

“Swap Agreement“: any agreement with respect to any swap, forward,
future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or
debt instruments or securities, or economic, financial or pricing indices or
measures of economic, financial or pricing risk or value or any similar
transaction or any combination of these transactions; provided that, for
the avoidance of doubt, the following shall not be deemed a “Swap Agreement”:
(i) any stock option plan or any phantom stock or similar benefit plan, (ii) any
option or warrant agreement for the purchase of equity or debt securities of the
Borrower, (iii) the purchase of equity or debt securities of the Borrower
pursuant to delayed delivery contracts or (iv) any of the foregoing to the
extent that it constitutes a derivative embedded in a convertible security
issued by the Borrower (such as the conversion feature of convertible
Indebtedness or convertible preferred stock).

“Swingline Commitment“: the obligation of the Swingline Lender to make
Swingline Loans pursuant to Section 2.6 in an aggregate principal amount at any
one time outstanding not to exceed $10,000,000.

“Swingline Exposure“: at any time, the sum of the aggregate undrawn
amount of all outstanding Swingline Loans at such time. The Swingline Exposure
of any Revolving Lender at any time shall be its Revolving Percentage of the
total Swingline Exposure at such time.

“Swingline Lender“: JPMorgan Chase Bank, N.A., in its capacity as the
lender of Swingline Loans.

“Swingline Loans“: as defined in Section 2.6.

“Swingline Participation Amount“: as defined in Section 2.7.

“Syndication Agent“: as defined in the preamble hereto.

“Taxes“: any present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.

“Term Lenders“: the collective reference to the Tranche A Term
Lenders, the Delayed Draw Term Lenders and the Incremental Term Lenders.

“Term Loans“: the collective reference to the Tranche A Term Loans,
the Delayed Draw Term Loans and the Incremental Term Loans.

“Test Period“: on any date of determination, the period of four
consecutive fiscal quarters of the Borrower then most recently ended, taken as
one accounting period.

“Total Revolving Commitments“: at any time, the aggregate amount of
the Revolving Commitments then in effect.

“Total Revolving Extensions of Credit“: at any time, the aggregate
amount of the Revolving Extensions of Credit of the Revolving Lenders
outstanding at such time.

“Tranche A Term Commitment“: as to any Lender, the obligation of such
Lender, if any, to make a Tranche A Term Loan to the Borrower in a principal
amount not to exceed the amount set forth under the heading “Tranche A Term
Commitment” opposite such Lender’s name on Schedule 1.1. The original aggregate
amount of the Tranche A Term Commitments is $50,000,000.

“Tranche A Term Lender“: each Lender that has a Tranche A Term
Commitment or that holds a Tranche A Term Loan.

“Tranche A Term Loan“: as defined in Section 2.1.

“Tranche A Term Percentage“: as to any Tranche A Term Lender at any
time, the percentage which such Lender’s Tranche A Term Commitment then
constitutes of the aggregate Tranche A Term Commitments (or, at any time after
the Closing Date, the percentage which the aggregate principal amount of such
Lender’s Tranche A Term Loans then outstanding constitutes of the aggregate
principal amount of the Tranche A Term Loans then outstanding).

“Transferee“: any Assignee or Participant.

“Type“: as to any Loan, its nature as an ABR Loan or a Eurodollar
Loan.

“United States“: the United States of America.

“U.S. Person“: a “United States person” within the meaning of Section
7701(a)(30) of the Code.

“U.S. Tax Certificate“: as defined in Section 2.19(f)(ii)(D).

“Wholly Owned Subsidiary“: 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.

“Wholly Owned Subsidiary Guarantor“: any Subsidiary Guarantor that is
a Wholly Owned Subsidiary of the Borrower.

“Withdrawal Liability“: any liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Title IV of ERISA.

1.2 Other Definitional Provisions. (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.

(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 any Group Member 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 (provided that all terms of an
accounting or financial nature used herein shall be construed, and all
computations of amounts and ratios referred to herein shall be made without
giving effect to (i) any election under Accounting Standards Codification
825-10-25 (previously referred to as Statement of Financial Accounting Standards
159) (or any other Accounting Standards Codification or Financial Accounting
Standard having a similar result or effect) to value any Indebtedness or other
liabilities of the Borrower or any Subsidiary at “fair value”, as defined
therein and (ii) any treatment of Indebtedness in respect of convertible debt
instruments under

Accounting Standards Codification 470-20 (or any other Accounting Standards
Codification or Financial Accounting Standard having a similar result or effect)
to value any such Indebtedness in a reduced or bifurcated manner as described
therein, and such Indebtedness shall at all times be valued at the full stated
principal amount thereof); provided, that, if the Borrower notifies the
Administrative Agent that the Borrower requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the date hereof in
GAAP or in the application thereof on the operation of such provision (or if the
Administrative Agent notifies the Borrower that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance herewith; provided further that the Borrower, the
Administrative Agent and the Required Lenders shall negotiate in good faith to
evaluate such proposed amendment.

(c) (i) The words “include”, “includes” and “including” shall be deemed to be
followed by the phrase “without limitation”, (ii) the word “incur” shall be
construed to mean incur, create, issue, assume, become liable in respect of or
suffer to exist (and the words “incurred” and “incurrence” shall have
correlative meanings), (iii) the words “asset” and “property” shall be construed
to have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, Capital Stock, securities,
revenues, accounts, leasehold interests and contract rights, and (iv) references
to agreements or other Contractual Obligations shall, unless otherwise
specified, be deemed to refer to such agreements or Contractual Obligations as
amended, supplemented, restated or otherwise modified from time to time.

(d) 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.

(e) The meanings given to terms defined herein shall be equally applicable to
both the singular and plural forms of such terms.

1.3 Pro Forma Calculations. (a) Notwithstanding anything to the
contrary herein, the Consolidated Leverage Ratio, the Consolidated Interest
Coverage Ratio and Liquidity shall be calculated in the manner prescribed by
this Section 1.3; provided that notwithstanding anything to the contrary
in clauses (b), (c) or (d) of this Section 1.3, when calculating the
Consolidated Leverage Ratio, the Consolidated Interest Coverage Ratio and
Liquidity for the purposes of (i) determining actual compliance (not Pro Forma
Compliance or compliance on a Pro Forma Basis) with the Financial Covenants and
(ii) determining the Applicable Margin, the events described in this Section 1.3
that occurred subsequent to the end of the applicable Test Period shall not be
given pro forma effect.

(b) For purposes of calculating the Consolidated Leverage Ratio, the
Consolidated Interest Coverage Ratio and Liquidity, Pro Forma Transactions (and
the incurrence or repayment of any Indebtedness in connection therewith) that
have been made (i) during the applicable Test Period or (ii) subsequent to such
Test Period and prior to or simultaneously with the event for which the
calculation of any such ratio is made shall be calculated on a pro
forma basis assuming that all such Pro Forma Transactions (and any
increase or decrease in Consolidated EBITDA and the component financial
definitions used therein attributable to any Pro Forma Transaction) had occurred
on the first day of the applicable Test Period. If since the beginning of any
applicable Test Period any Person that subsequently became a Subsidiary or was
merged, amalgamated or consolidated with or into the Borrower or any of its
Subsidiaries since the beginning of such Test Period shall have made any Pro

Forma Transaction that would have required adjustment pursuant to this
Section 1.3, then the Consolidated Leverage Ratio, the Consolidated Interest
Coverage Ratio and Liquidity shall be calculated to give pro forma
effect thereto in accordance with this Section 1.3.

(c) Whenever pro forma effect is to be given to a Pro Forma
Transaction, the pro forma calculations shall be made in good
faith by a Responsible Officer of the Borrower (and approved by the
Administrative Agent, such approval not to be unreasonably withheld, conditioned
or delayed) in a manner consistent with Article 11 of Regulation S-X of the
Securities Act of 1933, as amended, as interpreted by the SEC, and take into
account with respect to any acquisition or disposition, without duplication, the
Consolidated EBITDA (as determined in good faith by the Borrower) of any Person
or line of business acquired or disposed of. Any such pro forma
calculation shall be certified by such Responsible Officer of the Borrower to
the Administrative Agent as being (i) factually supportable and reasonably
identifiable, reasonably attributable to the actions specified and reasonably
anticipated to result from such actions and (ii) reasonably anticipated to be
realized within twelve months after the closing date of such Pro Forma
Transaction (calculated on a pro forma basis as though realized on
the first day of the relevant Test Period).

(d) In the event that the Borrower or any Subsidiary (i) incurs (including by
assumption or guarantees) or (ii) repays, redeems, defeases, retires,
extinguishes or is released from or otherwise no longer obligated in respect of
(each, a “Repayment“) any Indebtedness included in the calculations of
the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio, as
the case may be (in each case, other than Indebtedness incurred or repaid under
any revolving credit facility in the ordinary course of business for working
capital purposes), (i) during the applicable Test Period or (ii) subsequent to
the end of the applicable Test Period and prior to or simultaneously with the
event for which the calculation of any such ratio is made, then the Consolidated
Leverage Ratio and the Consolidated Interest Coverage Ratio shall be calculated
giving pro forma effect to such incurrence or Repayment of
Indebtedness, to the extent required, as if the same had occurred on (A) the
last day of the applicable Test Period in the case of the Consolidated Leverage
Ratio and (B) the first day of the applicable Test Period in the case of the
Consolidated Interest Coverage Ratio. If any Indebtedness bears a floating rate
of interest and is being given pro forma effect, the interest on
such Indebtedness shall be calculated as if the rate in effect on the date of
the event for which the calculation of the Consolidated Interest Coverage Ratio
is made had been the applicable rate for the entire period (taking into account
any hedging obligations applicable to such Indebtedness). If interest on a
Capital Lease Obligation is being given pro forma effect, it shall
be deemed to accrue at an interest rate reasonably determined by a Responsible
Officer of the Borrower to be the rate of interest implicit in such Capital
Lease Obligation in accordance with GAAP. To the extent it is being given
pro forma effect, interest on Indebtedness that may optionally be
determined at an interest rate based upon a factor of a prime or similar rate, a
London interbank offered rate, or other rate, shall be determined to have been
based upon the rate actually chosen, or if none, then based upon such optional
rate chosen as the Borrower may designate.

(e) To the extent that the Borrower is required to demonstrate Pro Forma
Compliance with the Financial Covenants at any time prior to the date on which
financial statements for December 31, 2011 are required to be delivered, the
Borrower will be required to demonstrate compliance with the covenant levels
then in effect for December 31, 2011 with respect to the most recent Test Period
prior to such time.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 Term Commitments. (a) Subject to the terms and conditions hereof,
each Tranche A Term Lender severally agrees to make a term loan (a “Tranche A
Term Loan“) to the

Borrower on the Closing Date in an amount not to exceed the amount of the
Tranche A Term Commitment of such Lender.

(b) Subject to the terms and conditions hereof, each Delayed Draw Term Lender
severally agrees to make term loans (each, a “Delayed Draw Term Loan“) to
the Borrower during the Delayed Draw Term Loan Availability Period in an
aggregate amount not to exceed the amount of the Delayed Draw Term Commitment of
such Lender.

(c) The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as
determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 2.2 and 2.12.

2.2 Procedure for Term Loan Borrowing. (a) The Borrower shall give the
Administrative Agent irrevocable notice substantially in the form of Exhibit K
(which notice must be received by the Administrative Agent prior to 1:00 P.M.,
New York City time, (i) three Business Days prior to the anticipated Closing
Date, in the case of Eurodollar Loans or (ii) one Business Day prior to the
anticipated Closing Date, in the case of ABR Loans) requesting that the Tranche
A Term Lenders make the Tranche A Term Loans on the Closing Date and specifying
the amount to be borrowed. Upon receipt of such notice the Administrative Agent
shall promptly notify each Tranche A Term Lender thereof. Not later than 12:00
Noon, New York City time, on the Closing Date each Tranche A Term Lender shall
make available to the Administrative Agent at the Funding Office an amount in
immediately available funds equal to the Tranche A Term Loan to be made by such
Lender. The Administrative Agent shall credit the account of the Borrower on the
books of such office of the Administrative Agent with the aggregate of the
amounts made available to the Administrative Agent by the Tranche A Term Lenders
in immediately available funds.

(b) The Borrower may borrow under the Delayed Draw Term Commitment during the
Delayed Draw Term Loan Commitment Period on any Business Day, provided that the
Borrower shall give the Administrative Agent irrevocable notice substantially in
the form of Exhibit K (which notice must be received by the Administrative Agent
prior to 1:00 P.M., 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 ABR Loans), specifying
(x) the amount of Delayed Draw Term Loans to be borrowed, (y) the requested
Borrowing Date and (z) in the case of Eurodollar Loans, the respective amounts
of each such Type of Loan and the respective lengths of the initial Interest
Period therefor. Any Delayed Draw Term Loans made on the Closing Date shall
initially be ABR Loans. Each borrowing under the Delayed Draw Term Commitments
shall be in an amount equal to $5,000,000 or a whole multiple thereof (or, if
the then aggregate Available Delayed Draw Term Commitments are less than
$5,000,000, such lesser amount). Upon receipt of any such notice from the
Borrower, the Administrative Agent shall promptly notify each Delayed Draw Term
Lender thereof. Each Delayed Draw Term Lender will make the amount of its pro
rata share of each borrowing 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 crediting the account of
the Borrower on the books of such office with the aggregate of the amounts made
available to the Administrative Agent by the Delayed Draw Term Lenders and in
like funds as received by the Administrative Agent.

2.3 Repayment of Term Loans. (a) The Tranche A Term Loan of each
Tranche A Lender shall mature in 20 consecutive quarterly installments, each of
which shall be in an amount equal to such Lender’s Tranche A Term Percentage
multiplied by the amount set forth below opposite such installment:

Installment	Principal Amount

March 31, 2012	$	1,250,000
June 30, 2012	$	1,250,000
September 30, 2012	$	1,250,000
December 31, 2012	$	1,250,000
March 31, 2013	$	1,250,000
June 30, 2013	$	1,250,000
September 30, 2013	$	1,250,000
December 31, 2013	$	1,250,000
March 31, 2014	$	1,250,000
June 30, 2014	$	1,250,000
September 30, 2014	$	1,250,000
December 31, 2014	$	1,250,000
March 31, 2015	$	1,250,000
June 30, 2015	$	1,250,000
September 30, 2015	$	1,250,000
December 31, 2015	$	1,250,000
March 31, 2016	$	1,250,000
June 30, 2016	$	1,250,000
September 30, 2016	$	1,250,000
Maturity Date	Balance of Tranche A Term Loan.

(b) The Delayed Draw Term Loans made by each Delayed Draw Term Lender on any
Borrowing Date shall mature in consecutive quarterly installments on each March
31, June 30, September 30 and December 31, beginning on the last day of the
first full fiscal quarter of the Borrower following such Borrowing Date, each of
which shall be in an amount equal to such Lender’s Delayed Draw Term Percentage
of 2.5% of the aggregate amount of Delayed Draw Term Loans made on such
Borrowing Date, with the balance of the Delayed Draw Term Loans being payable on
the Maturity Date. Upon the making of any Delayed Draw Term Loans, the
Administrative Agent shall prepare an amortization schedule in connection
therewith, which schedule shall be updated from time to time upon the making of
any subsequent Delayed Draw Term Loans.

(c) The Incremental Term Loans of each Incremental Term Lender shall mature
in consecutive installments (which shall be no more frequent than quarterly) as
specified in the Increased Facility Activation Notice pursuant to which such
Incremental Term Loans were made, provided that, prior to the final
maturity of the Tranche A Term Loans and the Delayed Draw Term Loans, the
aggregate amount of such installments for any four consecutive fiscal quarters
shall not exceed 2.5% of the aggregate principal amount of such Incremental Term
Loans on the date such Loans were first made.

2.4 Revolving Commitments. (a) Subject to the terms and conditions
hereof, each Revolving Lender severally agrees to make revolving credit loans
(“Revolving Loans“) to the Borrower from time to time during the
Revolving Commitment Period in an aggregate principal amount at any one time
outstanding which, when added to such Lender’s Revolving Percentage of the sum
of (i) the L/C Obligations then outstanding and (ii) the aggregate principal
amount of the Swingline Loans then outstanding, does not exceed the amount of
such Lender’s Revolving Commitment. During the Revolving Commitment Period the
Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving
Loans in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans
or ABR Loans, as determined by the Borrower and notified to the Administrative
Agent in accordance with Sections 2.5 and 2.12.

(b) The Borrower shall repay all outstanding Revolving Loans on the Revolving
Termination Date.

2.5 Procedure for Revolving Loan Borrowing. The Borrower may borrow
under the Revolving Commitments during the Revolving Commitment Period on any
Business Day, provided that the Borrower shall give the Administrative
Agent irrevocable notice substantially in the form of Exhibit K (which notice
must be received by the Administrative Agent prior to 11:00 A.M., New York City
time, (a) three Business Days prior to the requested Borrowing Date, in the case
of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing
Date, in the case of ABR Loans) (provided that any such notice of a
borrowing of ABR Loans under the Revolving Facility to finance payments required
by Section 3.5 may be given not later than 1:00 P.M., New York City time, on the
date of the proposed borrowing), specifying (i) the amount and Type of Revolving
Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of
Eurodollar Loans, the respective amounts of each such Type of Loan and the
respective lengths of the initial Interest Period therefor. Any Revolving Loans
made on the Closing Date shall initially be ABR Loans. Each borrowing under the
Revolving Commitments shall be in an amount equal to (x) in the case of ABR
Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate
Available Revolving Commitments are less than $1,000,000, such lesser amount)
and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of
$1,000,000 in excess thereof; provided, that the Swingline Lender may
request, on behalf of the Borrower, borrowings under the Revolving Commitments
that are ABR Loans in other amounts pursuant to Section 2.7. Upon receipt of any
such notice from the Borrower, the Administrative Agent shall promptly notify
each Revolving Lender thereof. Each Revolving Lender will make the amount of its
pro rata share of each borrowing 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 crediting the account
of the Borrower on the books of such office with the aggregate of the amounts
made available to the Administrative Agent by the Revolving Lenders and in like
funds as received by the Administrative Agent.

2.6 Swingline Commitment. (a) Subject to the terms and conditions
hereof, the Swingline Lender agrees to make a portion of the credit otherwise
available to the Borrower under the Revolving Commitments from time to time
during the Revolving Commitment Period by making swing line loans
(“Swingline Loans“) to the Borrower; provided that (i) the
aggregate principal amount of Swingline Loans outstanding at any time shall not
exceed the Swingline Commitment then in effect (notwithstanding that the
Swingline Loans outstanding at any time, when aggregated with the Swingline
Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment
then in effect) and (ii) the Borrower shall not request, and the Swingline
Lender shall not make, any Swingline Loan if, after giving effect to the making
of such Swingline Loan, the aggregate amount of the Available Revolving
Commitments would be less than zero. During the Revolving Commitment Period, the
Borrower may use the Swingline Commitment by borrowing, repaying and
reborrowing, all in accordance with the terms and conditions hereof. Swingline
Loans shall be ABR Loans only.

(b) The Borrower shall repay to the Swingline Lender the then unpaid
principal amount of each Swingline Loan on the earlier of the Revolving
Termination Date and the first date after such Swingline Loan is made that is
the 15th or last day of a calendar month and is at least two Business Days after
such Swingline Loan is made; provided that on each date that a Revolving
Loan is borrowed, the Borrower shall repay all Swingline Loans then outstanding.

2.7 Procedure for Swingline Borrowing; Refunding of Swingline Loans.
(a) Whenever the Borrower desires that the Swingline Lender make Swingline Loans
it shall give the Swingline Lender irrevocable telephonic notice confirmed
promptly in writing (which telephonic notice

must be received by the Swingline 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 Commitment Period). Each borrowing under the Swingline
Commitment shall be in an amount equal to $500,000 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 Swingline Loans, the
Swingline Lender shall make available to the Administrative Agent at the Funding
Office an amount in immediately available funds equal to the amount of the
Swingline Loan to be made by the Swingline Lender. The Administrative Agent
shall make the proceeds of such Swingline Loan available to the Borrower on such
Borrowing Date by depositing such proceeds in the account of the Borrower with
the Administrative Agent on such Borrowing Date in immediately available funds.

(b) The Swingline 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 Swingline Lender to act on its behalf), on one Business Day’s notice
given by the Swingline Lender no later than 12:00 Noon, New York City time,
request each Revolving Lender to make, and each Revolving Lender hereby agrees
to make, a Revolving Loan, in an amount equal to such Revolving Lender’s
Revolving Percentage of the aggregate amount of the Swingline Loans (the
“Refunded Swingline Loans“) outstanding on the date of such notice, to
repay the Swingline Lender. Each Revolving Lender shall make the amount of such
Revolving 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 Loans
shall be immediately made available by the Administrative Agent to the Swingline
Lender for application by the Swingline Lender to the repayment of the Refunded
Swingline Loans. The Borrower irrevocably authorizes the Swingline Lender to
charge the Borrower’s accounts with the Administrative Agent (up to the amount
available in each such account) in order to immediately pay the amount of such
Refunded Swingline Loans to the extent amounts received from the Revolving
Lenders are not sufficient to repay in full such Refunded Swingline Loans.

(c) If prior to the time a Revolving Loan would have otherwise been made
pursuant to Section 2.7(b), one of the events described in Section 8(f) shall
have occurred and be continuing with respect to the Borrower or if for any other
reason, as determined by the Swingline Lender in its sole discretion, Revolving
Loans may not be made as contemplated by Section 2.7(b), each Revolving Lender
shall, on the date such Revolving Loan was to have been made pursuant to the
notice referred to in Section 2.7(b), purchase for cash an undivided
participating interest in the then outstanding Swingline Loans by paying to the
Swingline Lender an amount (the “Swingline Participation Amount“) equal
to (i) such Revolving Lender’s Revolving Percentage times (ii) the sum of
the aggregate principal amount of Swingline Loans then outstanding that were to
have been repaid with such Revolving Loans.

(d) Whenever, at any time after the Swingline Lender has received from any
Revolving Lender such Lender’s Swingline Participation Amount, the Swingline
Lender receives any payment on account of the Swingline Loans, the Swingline
Lender will distribute to such Lender its Swingline 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 pro rata portion of such payment if such payment is not
sufficient to pay the principal of and interest on all Swingline Loans then
due); provided, however, that in the event that such payment
received by the Swingline Lender is required to be returned, such Revolving
Lender will return to the Swingline Lender any portion thereof previously
distributed to it by the Swingline Lender.

(e) Each Revolving Lender’s obligation to make the Loans referred to in
Section 2.7(b) and to purchase participating interests pursuant to Section
2.7(c) shall be absolute and unconditional and shall not be affected by any
circumstance, including (i) any setoff, counterclaim, recoupment, defense or

other right that such Revolving Lender or the Borrower may have against the
Swingline 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 5, (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 Revolving Lender or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.

2.8 Commitment Fees, etc. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Lender a commitment fee
for the period from and including the date hereof to the last day of the
Revolving Commitment Period, computed at the Commitment Fee Rate on the average
daily amount of the Available Revolving Commitment of such Lender during the
period for which payment is made, payable quarterly in arrears on each Fee
Payment Date, commencing on the first such date to occur after the date hereof.

(b) Subject to Section 2.23(a), the Borrower agrees to pay to the
Administrative Agent for the account of each Delayed Draw Term Lender a
commitment fee for the period from and including the date hereof to the last day
of the Delayed Draw Term Loan Commitment Period, computed at the Commitment Fee
Rate on the average daily amount of the Available Delayed Draw Term Commitment
of such Lender during the period for which payment is made, payable quarterly in
arrears on the Fee Payment Date, commencing on the first such date to occur
after the date hereof.

(c) The Borrower agrees to pay to the Administrative Agent the fees in the
amounts and on the dates as set forth in any fee agreements with the
Administrative Agent and to perform any other obligations contained therein.

2.9 Termination or Reduction of Revolving Commitments and Delayed Draw
Term Commitments. (a) The Borrower shall have the right, upon not less than
three Business Days’ notice to the Administrative Agent, to terminate the
Revolving Commitments or, from time to time, to reduce the amount of the
Revolving Commitments; provided that no such termination or reduction of
Revolving Commitments shall be permitted if, after giving effect thereto and to
any prepayments of the Revolving Loans and Swingline Loans made on the effective
date thereof, the Total Revolving Extensions of Credit would exceed the Total
Revolving 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 Commitments then in effect.

(b) The Borrower shall have the right, upon not less than three Business
Days’ notice to the Administrative Agent, to terminate the Delayed Draw Term
Commitments or, from time to time, to reduce the amount of the unutilized
Delayed Draw Term Commitments. Any such reduction shall be in an amount equal to
$1,000,000, or a whole multiple thereof, and shall reduce permanently the
Delayed Draw Term Commitments then in effect.

(c) A notice of termination of the Commitments delivered by the Borrower
under this Section 2.9 may state that such notice is conditioned upon the
effectiveness of other credit facilities or other transactions, in which case
such notice may, with the approval of the Administrative Agent (which approval
shall not be unreasonably withheld or delayed), be revoked by the Borrower (by
notice to the Administrative Agent on or prior to the specified effective date)
if such condition is not satisfied.

2.10 Optional Prepayments. The Borrower may at any time and from time
to time prepay the Loans, in whole or in part, without premium or penalty, upon
notice (which notice shall be irrevocable unless otherwise agreed by the
Administrative Agent) delivered to the Administrative Agent

no later than 1:00 P.M., New York City time, three Business Days prior
thereto, in the case of Eurodollar Loans, and no later than 1:00 P.M., New York
City time, one Business Day prior thereto, in the case of ABR Loans, which
notice shall specify the date and amount of prepayment and whether the
prepayment is of Eurodollar Loans or ABR Loans; provided, 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 2.20. 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 Revolving Loans that are
ABR Loans and Swingline Loans) accrued interest to such date on the amount
prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an
aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial
prepayments of Swingline Loans shall be in an aggregate principal amount of
$100,000 or a whole multiple thereof. Amounts to be applied in connection with
prepayments made pursuant to Section 2.10 shall be applied to the prepayment of
the Loans in accordance with Sections 2.17(b) and (c).

2.11 Mandatory Prepayments. (a) If any Indebtedness shall be incurred
by any Group Member (excluding any Indebtedness incurred in accordance with
Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be
applied on the date of such incurrence toward the prepayment of the Term Loans
as set forth in Section 2.11(c).

(b) If on any date any Group Member shall receive Net Cash Proceeds from any
Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be
delivered in respect thereof, such Net Cash Proceeds shall be applied on such
date toward the prepayment of the Term Loans as set forth in Section 2.11(c);
provided, that, notwithstanding the foregoing, 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 Term Loans as set forth in Section 2.11(c).

(c) Amounts to be applied in connection with prepayments made pursuant to
Section 2.11 shall be applied to the prepayment of the Term Loans in accordance
with Section 2.17(b). The application of any prepayment pursuant to Section 2.11
shall be made, first, to ABR Loans and, second, to Eurodollar
Loans. Each prepayment of the Loans under Section 2.11 (except in the case of
Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by
accrued interest to the date of such prepayment on the amount prepaid.

2.12 Conversion and Continuation Options. (a) The Borrower may elect
from time to time to convert Eurodollar Loans to ABR Loans by giving the
Administrative Agent prior irrevocable notice of such election no later than
1:00 P.M., New York City time, on the Business Day preceding the proposed
conversion date, 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 to convert ABR Loans to Eurodollar Loans by
giving the Administrative Agent prior irrevocable notice of such election no
later than 1:00 P.M., New York City time, on the third Business Day preceding
the proposed conversion date (which notice shall specify the length of the
initial Interest Period therefor), provided that no ABR Loan under a
particular Facility may be converted into a Eurodollar Loan when any Event of
Default has occurred and is continuing and the Administrative Agent or the
Majority Facility Lenders in respect of such Facility have determined in its or
their sole discretion not to permit such conversions. Upon receipt of any such
notice the Administrative Agent shall promptly notify each relevant Lender
thereof.

(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 Loans, provided that no Eurodollar Loan under a
particular Facility may be continued as such when any Event of Default has
occurred and is continuing and the Administrative Agent has or the Majority
Facility Lenders in respect of such Facility have determined in its or their
sole discretion not to permit such continuations, and provided,
further, 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 Loans shall be automatically converted to
ABR 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.

2.13 Limitations on Eurodollar Tranches. Notwithstanding anything to
the contrary in this Agreement, all borrowings, conversions and continuations of
Eurodollar Loans and all selections of Interest Periods shall be in such amounts
and be made pursuant to such elections so that, 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.

2.14 Interest Rates and Payment Dates. (a) 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.

(b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR
plus the Applicable Margin.

(c) (i) If all or a portion of the principal amount of any Loan or
Reimbursement Obligation shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise) after giving effect to any applicable
grace period specified in paragraph (a) of Section 8, all outstanding Loans and
Reimbursement Obligations (whether or not overdue) shall bear interest at a rate
per annum equal to (x) in the case of the Loans, the rate that would otherwise
be applicable thereto pursuant to the foregoing provisions of this Section
plus 2% or (y) in the case of Reimbursement Obligations, the rate
applicable to ABR Loans under the Revolving Facility plus 2%, and (ii) if
all or a portion of any interest payable on any Loan or Reimbursement Obligation
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
amount shall bear interest at a rate per annum equal to the rate then applicable
to ABR Loans under the relevant Facility plus 2% (or, in the case of any
such other amounts that do not relate to a particular Facility, the rate then
applicable to ABR Loans under the Revolving Facility plus 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 (as well after as before
judgment).

(d) Interest shall be payable in arrears on each Interest Payment Date,
provided that interest accruing pursuant to paragraph (c) of this Section
shall be payable from time to time on demand.

2.15 Computation of Interest and Fees. (a) Interest and fees payable
pursuant hereto shall be calculated on the basis of a 360-day year for the
actual days elapsed, except that, with respect to ABR 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 ABR 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.

(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 2.14(a).

2.16 Inability to Determine Interest Rate. If prior to the first day
of any Interest Period:

(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

(b) the Administrative Agent shall have received notice from the Majority
Facility Lenders in respect of the relevant Facility 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 Loans during such Interest
Period,

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 under the relevant Facility requested
to be made on the first day of such Interest Period shall be made as ABR Loans,
(y) any Loans under the relevant Facility that were to have been converted on
the first day of such Interest Period to Eurodollar Loans shall be continued as
ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility
shall be converted, on the last day of the then-current Interest Period, to ABR
Loans. Until such notice has been withdrawn by the Administrative Agent, no
further Eurodollar Loans under the relevant Facility shall be made or continued
as such, nor shall the Borrower have the right to convert Loans under the
relevant Facility to Eurodollar Loans.

2.17 Pro Rata Treatment and Payments. (a) Each borrowing by the
Borrower from the Lenders hereunder, each payment by the Borrower on account of
any commitment fee and any reduction of the Commitments of the Lenders shall be
made pro rata according to the respective Tranche A Term
Percentages, Delayed Draw Term Percentages or Revolving Percentages, as the case
may be, of the relevant Lenders.

(b) Mandatory prepayments of the Term Loans required by Section 2.11 shall be
made pro rata according to the respective outstanding amounts of
the Term Loans, provided that Incremental Term Loans may be prepaid on a less
favorable basis if specified in the applicable Incremental Facility Activation
Notice. Each payment (including each prepayment) by the Borrower on account of
principal of and interest on the Tranche A Term Loans shall be made pro
rata according to the respective outstanding principal amounts of the
Tranche A Term Loans then held by the Tranche A Term Lenders. Each payment
(including each prepayment) by the Borrower on account of principal of and
interest on the Delayed Draw Term Loans shall be made pro rata
according to the respective outstanding principal amount of the Delayed Draw
Term Loans then held by the Delayed Draw Term Lenders. Each payment (including
each prepayment) by the Borrower on account of principal of and interest on the
Incremental Term Loans shall be made pro rata according to the
respective outstanding principal amount of the Incremental Term Loans then held
by the Incremental Term Lenders. The amount of each mandatory principal
prepayment of the Term Loans shall be applied, first, to reduce the then
remaining installments of the Tranche A Term Loans, Delayed Draw Term Loans and
Incremental Term Loans, as the case may be, occurring within the next 12 months,
in direct order of maturity, and second, to reduce the remaining

respective installments thereof, in each case pro rata based
upon the respective then remaining principal amounts thereof. The amount of each
optional principal prepayment of the Term Loans shall be applied to reduce the
outstanding principal amount of the Tranche A Term Loans, Delayed Draw Term
Loans and the Incremental Term Loans as directed by the Borrower. Amounts
prepaid on account of the Term Loans may not be reborrowed.

(c) Each payment (including each prepayment) by the Borrower on account of
principal of and interest on the Revolving Loans shall be made pro
rata according to the respective outstanding principal amounts of the
Revolving Loans then held by the Revolving Lenders.

(d) 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 1:00 P.M., New
York City time, on the due date thereof to the Administrative Agent, for the
account of the Lenders, at the Funding Office, in Dollars and in immediately
available funds. The Administrative Agent shall distribute such payments to each
relevant Lender promptly upon receipt in like funds as received, net of any
amounts owing by such Lender pursuant to Section 9.7. 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.

(e) 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 greater of (i) the Federal Funds Effective Rate and (ii) a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation, 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 after such
Borrowing Date, the Administrative Agent shall also be entitled to recover such
amount with interest thereon at the rate per annum applicable to ABR Loans under
the relevant Facility, on demand, from the Borrower.

(f) Unless the Administrative Agent shall have been notified in writing by
the Borrower prior to the date of any payment due to be made by the Borrower
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
pro rata shares of a corresponding amount. If such payment is not
made to the Administrative Agent by the Borrower within three Business Days
after 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 the 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.

(g) If any Lender shall fail to make any payment required to be made by it
pursuant to Section 2.7(b), 2.7(c), 2.17(e), 2.17(f), 2.19(e), 3.4(a) or 9.7,
then the Administrative Agent may, in its discretion and notwithstanding any
contrary provision hereof, (i) apply any amounts thereafter received by the
Administrative Agent for the account of such Lender for the benefit of the
Administrative Agent, the Swingline Lender or the Issuing Lender to satisfy such
Lender’s obligations to it under such Section until all such unsatisfied
obligations are fully paid, and/or (ii) hold any such amounts in a segregated
account as cash collateral for, and application to, any future funding
obligations of such Lender under any such Section, in the case of each of
clauses (i) and (ii) above, in any order as determined by the Administrative
Agent in its discretion.

2.18 Requirements of Law. (a) 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:

(i) shall subject any Credit Party to any Taxes (other than Indemnified Taxes
and Excluded Taxes) on its loans, loan principal, letters of credit,
commitments, or other obligations, or its deposits, reserves, other liabilities
or capital attributable thereto;

(ii) shall impose, modify or hold applicable any reserve, special deposit,
compulsory loan, insurance charge or similar requirement against assets held by,
deposits or other liabilities in or for the account of, advances, loans or other
extensions of credit (or participations therein) 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; or

(iii) shall impose on such Lender any other condition, cost or expense;

and the result of any of the foregoing is to increase the cost to such Lender
or such other Credit Party, by an amount that such Lender or other Credit Party
deems to be material, of making, converting into, continuing or maintaining
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, but in any event no later than 15 days, pay such Lender or such
other Credit Party, upon its demand, any additional amounts necessary to
compensate such Lender or such other Credit Party for such increased cost or
reduced amount receivable. If any Lender or such other Credit Party becomes
entitled to claim any additional amounts pursuant to this paragraph, 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.

(b) If any Lender shall have determined that the adoption of or any change in
any Requirement of Law regarding capital adequacy or liquidity 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 or liquidity (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 or under or in respect of any Letter
of Credit to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender’s or such corporation’s policies with respect to capital adequacy
and liquidity) 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 and the certificate referred
to in Section

2.18(d), the Borrower shall promptly, but in any event no later than 15 days
following receipt thereof, pay to such Lender such additional amount or amounts
as will compensate such Lender or such corporation for such reduction.

(c) Notwithstanding anything herein to the contrary, (i) all requests, rules,
guidelines, requirements and directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any
successor or similar authority) or by United States or foreign regulatory
authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests, rules, guidelines,
requirements and directives thereunder or issued in connection therewith or in
implementation thereof, shall in each case be deemed to be a change in law,
regardless of the date enacted, adopted, issued or implemented.

(d) A certificate as to any additional amounts payable pursuant to this
Section submitted by any Lender to the Borrower (with a copy to the
Administrative Agent) shall be conclusive in the absence of manifest error.
Notwithstanding anything to the contrary in this Section, the Borrower shall not
be required to compensate a Lender pursuant to this Section for any amounts
incurred more than nine months prior to the date that such Lender notifies the
Borrower of such Lender’s intention to claim compensation therefor;
provided that, if the circumstances giving rise to such claim have a
retroactive effect, then such nine-month period shall be extended to include the
period of such retroactive effect. The obligations of the Borrower pursuant to
this Section shall survive the termination of this Agreement and the payment of
the Loans and all other amounts payable hereunder.

2.19 Taxes. (a) Each payment by or on behalf of any Loan Party under
any Loan Document shall be made without withholding for any Taxes, unless such
withholding is required by any law (as determined by the applicable withholding
agent in its sole discretion exercised in good faith), provided, that (i)
if any Taxes are withheld by a Loan Party (or the Administrative Agent, as the
case may be) and such Taxes are Indemnified Taxes, then the amount payable by
such Loan Party shall be increased as necessary so that, net of such withholding
(including such withholding applicable to additional amounts payable under this
Section), the applicable Credit Party receives the amount it would have received
had no such withholding been made, and (ii) if the Taxes were withheld by a Loan
Party, such Loan Party shall timely pay the full amount of such Taxes to the
relevant Governmental Authority in accordance with applicable law.

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

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

(d) The Loan Parties shall jointly and severally indemnify each Credit Party
for any Indemnified Taxes that are paid or payable by such Credit Party in
connection with any Loan Document (including amounts paid or payable under this
Section 2.19(d)) and any reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority. The indemnity under this
Section 2.19(d) shall be paid within 10 days after the Credit Party delivers to
the Borrower a certificate stating the amount of any Indemnified Taxes so paid
or payable by such Credit Party and describing the basis for the indemnification
claim. Such certificate shall be conclusive of the amount so paid or payable
absent manifest error. Such Credit Party shall deliver a copy of such
certificate to the Administrative Agent.

(e) Each Lender shall severally indemnify the Administrative Agent for any
Taxes (but, in the case of any Indemnified Taxes, only to the extent that the
Loan Parties have not already indemnified the Administrative Agent for such
Indemnified Taxes and without limiting the obligation of the Loan Parties to do
so) attributable to such Lender that are paid or payable by the Administrative
Agent in connection with any Loan Document and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. The
indemnity under this Section 2.19(e) shall be paid within 10 days after the
Administrative Agent delivers to the applicable Lender a certificate stating the
amount of Taxes so paid or payable by the Administrative Agent. Such certificate
shall be conclusive of the amount so paid or payable absent manifest error.

(f) Any Lender that is entitled to an exemption from, or reduction of, any
applicable withholding Tax with respect to any payments under any Loan Document
shall deliver to the Borrower and the Administrative Agent, at the time or times
required by law or reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation required by law or
reasonably requested by the Borrower or the Administrative Agent as will permit
such payments to be made without, or at a reduced rate of, withholding. In
addition, any Lender, if requested by the Borrower or the Administrative Agent,
shall deliver such other documentation prescribed by law or reasonably requested
by the Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent to determine whether or not such Lender is subject to any
withholding (including backup withholding) or information reporting
requirements. Notwithstanding anything to the contrary in the preceding two
sentences, the completion, execution and submission of such documentation (other
than such documentation set forth in Sections 2.19(f)(ii)(A) through (E) below)
shall not be required if in the Lender’s judgment such completion, execution or
submission would subject such Lender to any material unreimbursed cost or
expense (or, in the case of a Change in Law, any incremental material
unreimbursed cost or expense) or would materially prejudice the legal or
commercial position of such Lender. Upon the reasonable request of such Borrower
or the Administrative Agent, any Lender shall update any form or certification
previously delivered pursuant to this Section 2.19(f). If any form or
certification previously delivered pursuant to this Section expires or becomes
obsolete or inaccurate in any respect with respect to a Lender, such Lender
shall promptly (and in any event within 10 days after such expiration,
obsolescence or inaccuracy) notify such Borrower and the Administrative Agent in
writing of such expiration, obsolescence or inaccuracy and update the form or
certification if it is legally eligible to do so.

(ii) Without limiting the generality of the foregoing, if the Borrower is a
U.S. Person, any Lender with respect to such Borrower shall, if it is legally
eligible to do so, deliver to such Borrower and the Administrative Agent (in
such number of copies reasonably requested by such Borrower and the
Administrative Agent) on or prior to the date on which such Lender becomes a
party hereto, duly completed and executed copies of whichever of the following
is applicable:

(A) in the case of a Lender that is a U.S. Person, IRS Form W-9 certifying
that such Lender is exempt from U.S. Federal backup withholding tax;

(B) in the case of a Non-U.S. Lender claiming the benefits of an income tax
treaty to which the United States is a party (1) with respect to payments of
interest under any Loan Document, IRS Form W-8BEN establishing an exemption
from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest”
article of such tax treaty and (2) with respect to any other applicable payments
under any Loan Document, IRS Form W-8BEN establishing an exemption from, or
reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or
“other income” article of such tax treaty;

(C) in the case of a Non-U.S. Lender for whom payments under any Loan
Document constitute income that is effectively connected with such Lender’s
conduct of a trade or business in the United States, IRS Form W-8ECI;

(D) in the case of a Non-U.S. Lender claiming the benefits of the exemption
for portfolio interest under Section 881(c) of the Code both (1) IRS Form W-8BEN
and (2) a certificate substantially in the form of Exhibit F (a “U.S. Tax
Certificate“) to the effect that such Lender is not (a) a “bank” within the
meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of
the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (c) a
“controlled foreign corporation” described in Section 881(c)(3)(C) of the Code;

(E) in the case of a Non-U.S. Lender that is not the beneficial owner of
payments made under any Loan Document (including a partnership or a
participating Lender) (1) an IRS Form W-8IMY on behalf of itself and (2) the
relevant forms prescribed in clauses (A), (B), (C) and (D of this paragraph
(f)(ii) that would be required of each such beneficial owner or partner of such
partnership if such beneficial owner or partner were a Lender; provided,
however, that if the Lender is a partnership and one or more of its
partners are claiming the exemption for portfolio interest under Section 881(c)
of the Code, such Lender may provide a U.S. Tax Certificate on behalf of such
partners; or

(F) any other form prescribed by law as a basis for claiming exemption from,
or a reduction of, U.S. Federal withholding Tax together with such supplementary
documentation necessary to enable the Borrower or the Administrative Agent to
determine the amount of Tax (if any) required by law to be withheld.

(iii) If a payment made to a Lender under any Loan Document would be subject
to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to
comply with the applicable reporting requirements of FATCA (including those
contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender
shall deliver to the applicable Loan Party and the Administrative Agent, at the
time or times prescribed by law and at such time or times reasonably requested
by the applicable Loan Party or the Administrative Agent, such documentation
prescribed by applicable law (including as prescribed by Section
1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the applicable Loan Party or the Administrative Agent as may be
necessary for the applicable Loan Party or the Administrative Agent to comply
with its obligations under FATCA, to determine that such Lender has or has not
complied with such Lender’s obligations under FATCA or to determine the amount
to deduct and withhold from such payment. Solely for purposes of this Section
2.19(f)(iii), “FATCA” shall include any amendments made to FATCA after the date
of this Agreement.

(g) If any party determines, in its sole discretion exercised in good faith,
that it has received a refund of any Taxes as to which it has been indemnified
pursuant to this Section 2.19 (including additional amounts paid pursuant to
this Section 2.19), it shall pay to the indemnifying party an amount equal to
such refund (but only to the extent of indemnity payments made under this
Section with respect to the Taxes giving rise to such refund), net of all
out-of-pocket expenses (including any Taxes) of such indemnified party and
without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund). Such indemnifying party, upon the
request of such indemnified party, shall repay to such indemnified party the
amount paid to such indemnified party pursuant to the previous sentence (plus
any penalties, interest or other charges imposed by the relevant Governmental
Authority) in the event such indemnified party is required to repay such refund
to such Governmental Authority. Notwithstanding anything to the contrary in this
Section 2.19(g), in no event

will any indemnified party be required to pay any amount to any indemnifying
party pursuant to this Section 2.19(g) if such payment would place such
indemnified party in a less favorable position (on a net after-Tax basis) than
such indemnified party would have been in if the indemnification payments or
additional amounts giving rise to such refund had never been paid. This Section
2.19(g) shall not be construed to require any indemnified party to make
available its Tax returns (or any other information relating to its Taxes which
it deems confidential) to the indemnifying party or any other Person.

(h) Each party’s obligations under this Section 2.19 shall survive any
assignment of rights by, or the replacement of, a Lender, the termination of the
Commitments and the repayment, satisfaction or discharge of all other
obligations under the Loan Documents.

(i) For purposes of Sections 2.19(e) and (f), the term “Lender” includes the
Issuing Lender and the Swingline Lender.

2.20 Indemnity. The Borrower agrees to indemnify each Lender for, and
to hold each Lender harmless from, any loss or expense that such Lender may
sustain or incur as a consequence of (a) 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 of or conversion from Eurodollar Loans after the Borrower has given a
notice thereof in accordance with the provisions of this Agreement or (c) the
making of a prepayment 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 not so borrowed, converted or
continued, for the period from the date of such prepayment 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 Loans provided for herein (excluding, however, the
Applicable Margin included therein, if any) over (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 Loans and all
other amounts payable hereunder.

2.21 Change of Lending Office. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 2.18 or 2.19(a)
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; provided, that such
designation is made on terms that, in the sole judgment of such Lender, cause
such Lender and its lending offices to suffer no economic, legal or regulatory
disadvantage, and provided, 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 2.18 or 2.19(a).

2.22 Replacement of Lenders. The Borrower shall be permitted to
replace any Lender that (a) requests reimbursement for amounts owing pursuant to
Section 2.18 or 2.19(a), (b) becomes a Defaulting Lender, or (c) does not
consent to any proposed amendment, supplement, modification, consent or waiver
of any provision of this Agreement or any other Loan Document that requires the
consent of each of the Lenders or each of the Lenders affected thereby (so long
as the consent of the Required Lenders has been obtained), with a replacement
financial institution; provided 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) prior to any
such replacement, such Lender shall

have taken no action under Section 2.21 so as to eliminate the continued need
for payment of amounts owing pursuant to Section 2.18 or 2.19(a), (iv) the
replacement financial institution shall purchase, at par, all Loans and other
amounts owing to such replaced Lender on or prior to the date of replacement,
(v) the Borrower shall be liable to such replaced Lender under Section 2.20 if
any Eurodollar Loan owing to such replaced Lender shall be purchased other than
on the last day of the Interest Period relating thereto, (vi) the replacement
financial institution shall be reasonably satisfactory to the Administrative
Agent, (vii) the replaced Lender shall be obligated to make such replacement in
accordance with the provisions of Section 10.6 (provided that the Borrower shall
be obligated to pay the registration and processing fee referred to therein),
(viii) until such time as such replacement shall be consummated, the Borrower
shall pay all additional amounts (if any) required pursuant to Section 2.18 or
2.19(a), as the case may be, and (ix) any such replacement shall not be deemed
to be a waiver of any rights that the Borrower, the Administrative Agent or any
other Lender shall have against the replaced Lender. Each party hereto agrees
that an assignment required pursuant to this paragraph may be effected pursuant
to an Assignment and Assumption executed by the Borrower, the Administrative
Agent and the assignee and that the Lender required to make such assignment need
not be a party thereto.

2.23 Defaulting Lenders. Notwithstanding any provision of this
Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the
following provisions shall apply for so long as such Lender is a Defaulting
Lender:

(a) fees shall cease to accrue on the unfunded portion of the Revolving
Commitment of such Defaulting Lender pursuant to Section 2.8(a), in the case of
a Revolving Lender, or on the unfunded portion of the Delayed Draw Term
Commitment of such Defaulting Lender pursuant to Section 2.8(b), in the case of
a Delayed Draw Term Lender;

(b) the Revolving Commitment, Revolving Extensions of Credit, the Delayed
Draw Term Commitments and Delayed Draw Term Loans of such Defaulting Lender
shall not be included in determining whether the Required Lenders or the
Majority Facility Lenders have taken or may take any action hereunder (including
any consent to any amendment, waiver or other modification pursuant to Section
10.1); provided, that this clause (b) shall not apply to the vote of a
Defaulting Lender in the case of an amendment, waiver or other modification
requiring the consent of such Lender or each Lender affected thereby;

(c) in the case of a Revolving Lender, if any Swingline Exposure or L/C
Exposure of such Lender exists at the time such Lender becomes a Defaulting
Lender then:

(i) all or any part of the Swingline Exposure and L/C Exposure of such
Defaulting Lender shall be reallocated among the non-Defaulting Lenders in
accordance with their respective Revolving Percentages but only to the extent
the sum of all non-Defaulting Lenders’ Revolving Extensions of Credit plus such
Defaulting Lender’s Swingline Exposure and L/C Exposure does not exceed the
total of all non-Defaulting Lenders’ Revolving Commitments;

(ii) if the reallocation described in clause (i) above cannot, or can only
partially, be effected, the Borrower shall within three Business Days following
notice by the Administrative Agent (x) first, prepay such Swingline Exposure and
(y) second, cash collateralize for the benefit of the Issuing Lender only the
Borrower’s obligations corresponding to such Defaulting Lender’s L/C Exposure
(after giving effect to any partial reallocation pursuant to clause (i) above)
in accordance with the procedures set forth in Section 8.1 for so long as such
L/C Exposure is outstanding;

(iii) if the Borrower cash collateralizes any portion of such Defaulting
Lender’s L/C Exposure pursuant to clause (ii) above, the Borrower shall not be
required to pay any fees to such Defaulting Lender pursuant to Section 3.3(a)
with respect to such Defaulting Lender’s L/C Exposure during the period such
Defaulting Lender’s L/C Exposure is cash collateralized;

(iv) if the L/C Exposure of the non-Defaulting Lenders is reallocated
pursuant to clause (i) above, then the fees payable to the Lenders pursuant to
Section 2.8(a) and Section 3.3(a) shall be adjusted in accordance with such
non-Defaulting Lenders’ Revolving Percentages; and

(v) if all or any portion of such Defaulting Lender’s L/C Exposure is neither
reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then,
without prejudice to any rights or remedies of the Issuing Lender or any other
Lender hereunder, all fees payable under Section 3.3(a) with respect to such
Defaulting Lender’s L/C Exposure shall be payable to the Issuing Lender until
and to the extent that such L/C Exposure is reallocated and/or cash
collateralized; and

(d) in the case of a Revolving Lender, so long as such Lender is a Defaulting
Lender, the Swingline Lender shall not be required to fund any Swingline Loan
and the Issuing Lender shall not be required to issue, amend or increase any
Letter of Credit, unless it is satisfied that the related exposure and the
Defaulting Lender’s then outstanding L/C Exposure will be 100% covered by the
Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will
be provided by the Borrower in accordance with Section 2.23(c), and
participating interests in any newly made Swingline Loan or any newly issued or
increased Letter of Credit shall be allocated among non-Defaulting Lenders in a
manner consistent with Section 2.23(c)(i) (and such Defaulting Lender shall not
participate therein).

In the case of a Revolving Lender, if (i) a Bankruptcy Event with respect to
a Lender Parent of any Lender shall occur following the date hereof and for so
long as such event shall continue or (ii) the Swingline Lender or the Issuing
Lender has a good faith belief that any Lender has defaulted in fulfilling its
obligations under one or more other agreements in which such Lender commits to
extend credit, the Swingline Lender shall not be required to fund any Swingline
Loan and the Issuing Lender shall not be required to issue, amend or increase
any Letter of Credit, unless the Swingline Lender or the Issuing Lender, as the
case may be, shall have entered into arrangements with the Borrower or such
Lender, satisfactory to the Swingline Lender or the Issuing Lender, as the case
may be, to defease any risk to it in respect of such Lender hereunder.

In the event that the Administrative Agent, the Borrower, the Swingline
Lender and the Issuing Lender each agrees that a Defaulting Lender has
adequately remedied all matters that caused such Lender to be a Defaulting
Lender, then the Swingline Exposure and L/C Exposure of the Lenders shall be
readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on
such date such Lender shall purchase at par such of the Loans of the other
Lenders (other than Swingline Loans) as the Administrative Agent shall determine
may be necessary in order for such Lender to hold such Loans in accordance with
its Revolving Percentage.

2.24 Incremental Facilities. (a) The Borrower and any one or more
Lenders (including New Lenders) may from time to time agree that such Lenders
shall make, obtain or increase the amount of their Incremental Term Loans or
Revolving Commitments, as applicable, by executing and delivering to the
Administrative Agents an Increased Facility Activation Notice specifying (i) the
amount of such increase and the Facility or Facilities involved, (ii) the
applicable Increased Facility Closing Date and (iii) in the case of Incremental
Term Loans, (x) the applicable Incremental Term Maturity Date,

(y) the amortization schedule for such Incremental Term Loans, which shall
comply with Section 2.3(c), and (z) the Applicable Margin for such Incremental
Term Loans; provided, that (i) no Default or Event of Default exists or
shall exist immediately before or after giving effect to the making of such
Incremental Term Loans or such increase in Revolving Commitments or the making
of any Revolving Loans in respect of such increased Revolving Commitments, (ii)
after giving effect to the making of such Incremental Term Loans or such
increase in Revolving Commitments (assuming the full drawing of Revolving Loans
in respect of such increased Revolving Commitments), the Borrower shall be in
Pro Forma Compliance with the Financial Covenants for the Relevant Reference
Period, (iii) if the total yield (calculated for both the Incremental Term Loans
and the Term Loans, including the upfront fees, any interest rate floors and any
OID (as defined below but excluding any arrangement, underwriting or similar fee
paid by the Borrower)) in respect of any Incremental Term Loans shall not exceed
the total yield for the existing Term Loans by more than 0.50% per annum (it
being understood that any such increase may take the form of original issue
discount (“OID“), with OID being equated to the interest rates in a
manner determined by the Administrative Agent based on an assumed four-year life
to maturity or the Incremental Term Maturity Date, whichever is shorter), unless
the Applicable Margin for the Term Loans has been increased pursuant to an
amendment to this Agreement so that the total yield in respect of such
Incremental Term Loans is no higher than the total yield for the existing Term
Loans minus 0.50% per annum. Notwithstanding the foregoing, (i) without the
consent of the Required Lenders, the aggregate amount of borrowings of
Incremental Term Loans and the aggregate amount of incremental Revolving
Commitments obtained pursuant to this paragraph shall not exceed $50,000,000 and
(ii) without the consent of the Administrative Agent, (x) each increase effected
pursuant to this paragraph shall be in a minimum amount of at least $25,000,000
and (y) no more than two Increased Facility Closing Dates may be selected by the
Borrower after the Closing Date. No Lender shall have any obligation to
participate in any increase described in this paragraph unless it agrees to do
so in its sole discretion.

(b) Any additional bank, financial institution or other entity which, with
the consent of the Borrower and the Administrative Agent (which consent shall
not be unreasonably withheld), elects to become a “Lender” under this Agreement
in connection with any transaction described in Section 2.24(a) shall execute a
New Lender Supplement (each, a “New Lender Supplement“), substantially in
the form of Exhibit H, whereupon such bank, financial institution or other
entity (a “New Lender“) shall become a Lender for all purposes and to the
same extent as if originally a party hereto and shall be bound by and entitled
to the benefits of this Agreement.

(c) Unless otherwise agreed by the Administrative Agent, on each Increased
Facility Closing Date with respect to the Revolving Facility, the Borrower shall
borrow Revolving Loans under the relevant increased Revolving Commitments from
each Lender participating in the relevant increase in an amount determined by
reference to the amount of each Type of Loan (and, in the case of Eurodollar
Loans, of each Eurodollar Tranche) which would then have been outstanding from
such Lender if (i) each such Type or Eurodollar Tranche had been borrowed or
effected on such Increased Facility Closing Date and (ii) the aggregate amount
of each such Type or Eurodollar Tranche requested to be so borrowed or effected
had been proportionately increased. The Eurodollar Base Rate applicable to any
Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the
Eurodollar Base Rate then applicable to the Eurodollar Loans of the other
Lenders in the same Eurodollar Tranche (or, until the expiration of the
then-current Interest Period, such other rate as shall be agreed upon between
the Borrower and the relevant Lender.

(d) Notwithstanding anything to the contrary in this Agreement, each of the
parties hereto hereby agrees that, on each Increased Facility Activation Date,
this Agreement shall be amended to the extent (but only to the extent) necessary
to reflect the existence and terms of the Incremental Term Loans evidenced
thereby. Any such deemed amendment may be effected in writing by the

Administrative Agent with the Borrower’s consent (not to be unreasonably
withheld) and furnished to the other parties hereto.

SECTION 3. LETTERS OF CREDIT

3.1 L/C Commitment. (a) Subject to the terms and conditions hereof,
the Issuing Lender, in reliance on the agreements of the other Revolving Lenders
set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of
Credit“) for the account of the Borrower on any Business Day during the
Revolving Commitment Period in such form as may be approved from time to time by
the Issuing Lender; provided that the Issuing Lender shall have no
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 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 that is five Business Days prior to the Revolving Termination Date,
provided that any Letter of Credit with a one-year term may 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).

(b) The Issuing Lender shall not at any time be obligated to issue any Letter
of Credit if such issuance would conflict with, or cause the Issuing Lender or
any L/C Participant to exceed any limits imposed by, any applicable Requirement
of Law.

3.2 Procedure for Issuance of Letter of Credit. The Borrower may from
time to time request that the Issuing Lender issue a Letter of Credit by
delivering to the Issuing Lender at its address for notices specified herein an
Application therefor, completed to the satisfaction of the Issuing Lender, and
such other certificates, documents and other papers and information as the
Issuing Lender may request. Upon receipt of any Application, the 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 the 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 the
Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such
Letter of Credit to the Borrower promptly following the issuance thereof. The
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 (including the amount thereof).

3.3 Fees and Other Charges. (a) The Borrower will pay a fee on all
outstanding Letters of Credit at a per annum rate equal to the Applicable Margin
then in effect with respect to Eurodollar Loans under the Revolving Facility,
shared ratably among the Revolving Lenders and payable quarterly in arrears on
each Fee Payment Date after the issuance date. In addition, the Borrower shall
pay to the Issuing Lender for its own account a fronting fee of 0.25% per annum
on the undrawn and unexpired amount of each Letter of Credit, payable quarterly
in arrears on each Fee Payment Date after the issuance date.

(b) In addition to the foregoing fees, the Borrower shall pay or reimburse
the Issuing Lender for such normal and customary costs and expenses as are
incurred or charged by the Issuing Lender in issuing, negotiating, effecting
payment under, amending or otherwise administering any Letter of Credit.

3.4 L/C Participations. (a) The Issuing Lender irrevocably agrees to
grant and hereby grants to each L/C Participant, and, to induce the Issuing
Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to
accept and purchase and hereby accepts and purchases from the Issuing Lender, on
the terms and conditions set forth below, for such L/C Participant’s own account
and risk an undivided interest equal to such L/C Participant’s Revolving
Percentage in the Issuing Lender’s obligations and rights under and in respect
of each Letter of Credit and the amount of each draft paid by the Issuing Lender
thereunder. Each L/C Participant agrees with the Issuing Lender that, if a draft
is paid under any Letter of Credit for which the Issuing Lender is not
reimbursed in full by the Borrower in accordance with the terms of this
Agreement (or in the event that any reimbursement received by the Issuing Lender
shall be required to be returned by it at any time), such L/C Participant shall
pay to the Issuing Lender upon demand at the Issuing Lender’s address for
notices specified herein an amount equal to such L/C Participant’s Revolving
Percentage of the amount that is not so reimbursed (or is so returned). Each L/C
Participant’s obligation to pay such amount shall be absolute and unconditional
and shall not be affected by any circumstance, including (i) any setoff,
counterclaim, recoupment, defense or other right that such L/C Participant may
have against the 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 5, (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 L/C Participant or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing

(b) If any amount required to be paid by any L/C Participant to the Issuing
Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any
payment made by the Issuing Lender under any Letter of Credit is paid to the
Issuing Lender within three Business Days after the date such payment is due,
such L/C Participant shall pay to the 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 the
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
3.4(a) is not made available to the Issuing Lender by such L/C Participant
within three Business Days after the date such payment is due, the 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 ABR Loans under the Revolving Facility. A certificate of the
Issuing Lender submitted to any L/C Participant with respect to any amounts
owing under this Section shall be conclusive in the absence of manifest error.

(c) Whenever, at any time after the Issuing Lender has made payment under any
Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in accordance with Section 3.4(a), the 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 the Issuing Lender), or any payment of interest on account thereof, the
Issuing Lender will distribute to such L/C Participant its pro
rata share thereof; provided, however, that in the event
that any such payment received by the Issuing Lender shall be required to be
returned by the Issuing Lender, such L/C Participant shall return to the Issuing
Lender the portion thereof previously distributed by the Issuing Lender to it.

3.5 Reimbursement Obligation of the Borrower. If any draft is paid
under any Letter of Credit, the Borrower shall reimburse the Issuing Lender for
the amount of (a) the draft so paid and (b) any taxes, fees, charges or other
costs or expenses incurred by the Issuing Lender in connection with such
payment, not later than 1:00 P.M., New York City time, on (i) the Business Day
that the Borrower receives notice of such draft, if such notice is received on
such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above
does not apply, the Business Day immediately following the day that the

Borrower receives such notice. Each such payment shall be made to the Issuing
Lender at its address for notices referred to herein in Dollars and in
immediately available funds. Interest shall be payable on any such amounts from
the date on which the relevant draft is paid until payment in full at the rate
set forth in (x) until the Business Day next succeeding the date of the relevant
notice, Section 2.14(b) and (y) thereafter, Section 2.14(c).

3.6 Obligations Absolute. The Borrower’s obligations under this
Section 3 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 the Issuing Lender, any beneficiary of a
Letter of Credit or any other Person. The Borrower also agrees with the Issuing
Lender that the Issuing Lender shall not be responsible for, and the Borrower’s
Reimbursement Obligations under Section 3.5 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. The Issuing Lender
shall not 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
the Issuing Lender. The Borrower agrees that any action taken or omitted by the
Issuing Lender under or in connection with any Letter of Credit or the related
drafts or documents, if done in the absence of gross negligence or willful
misconduct, shall be binding on the Borrower and shall not result in any
liability of the Issuing Lender to the Borrower.

3.7 Letter of Credit Payments. If any draft shall be presented for
payment under any Letter of Credit, the Issuing Lender shall promptly notify the
Borrower of the date and amount thereof. The responsibility of the Issuing
Lender to the Borrower in connection with any draft presented for payment under
any Letter of Credit 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.

3.8 Applications. To the extent that any provision of any Application
related to any Letter of Credit is inconsistent with the provisions of this
Section 3, the provisions of this Section 3 shall apply.

SECTION 4. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this
Agreement and to make the Loans and issue or participate in the Letters of
Credit, the Borrower hereby represents and warrant to the Administrative Agent
and each Lender that:

4.1 Financial Condition. (a) The Pro Forma Financial Statements have
been prepared in good faith on the basis of the assumptions stated therein,
which assumptions were based on the conditions and facts known to the Borrower
at the time of delivery of such Pro Forma Financial Statements and believed by
the Borrower to be reasonable.

(b) The audited consolidated balance sheets of the Borrower as at December
31, 2010, December 31, 2009 and December 31, 2008, and the related consolidated
statements of operations, of stockholders’ equity and comprehensive income and
of cash flows for the fiscal years ended on such dates, reported on by and
accompanied by an unqualified report from PricewaterhouseCoopers LLP,

present fairly in all material respects the consolidated financial condition
of the Borrower at such date, and the consolidated results of its operations,
its consolidated stockholders’ equity and comprehensive income and its
consolidated cash flows for the respective fiscal years then ended. The
unaudited condensed consolidated balance sheet of the Borrower as at September
30, 2011, and the related unaudited condensed consolidated statements of
operations and condensed cash flows for the nine-month period ended on such
date, present fairly in all material respects 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 nine-month period then ended
(subject to normal year-end audit adjustments and the absence of footnotes). All
such financial statements, including the related schedules and notes thereto,
have been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by the aforementioned firm of accountants
and disclosed therein). As of the Closing Date, except as set forth on Schedule
4.1(b) to the Disclosure Letter, no Group Member has any material Guarantee
Obligations, contingent liabilities and liabilities for taxes, or any long-term
leases or unusual forward or long-term commitments, including any interest rate
or foreign currency swap or exchange transaction or other obligation in respect
of derivatives, that are not reflected in the most recent financial statements
referred to in this paragraph.

4.2 No Change. Since December 31, 2010, there has been no development
or event that has had or could reasonably be expected to have a Material Adverse
Effect.

4.3 Existence; Compliance with Law. Each Group Member (a) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has the 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, except to
the extent that the failure to possess such power, authority or legal right
could not reasonably be expected to have a Material Adverse Effect, (c) is duly
qualified as a foreign corporation or other organization 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, except to
the extent that the failure to so qualify could not reasonably be expected to
have a Material Adverse Effect, and (d) is in compliance with all Requirements
of Law except to the extent that the failure to comply therewith could not, in
the aggregate, reasonably be expected to have a Material Adverse Effect.

4.4 Power; Authorization; Enforceable Obligations. Each Loan Party has
the 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
obtain extensions of credit hereunder. Each Loan Party has taken all necessary
organizational 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 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 extensions of credit hereunder or with the execution,
delivery, performance, validity or enforceability of this Agreement or any of
the Loan Documents, except (i) consents, authorizations, filings and notices
that have been obtained or made and are in full force and effect and (ii) the
filings referred to in Section 4.19. 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).

4.5 No Legal Bar. The execution, delivery and performance of this
Agreement and the other Loan Documents, the issuance of Letters of Credit, the
borrowings hereunder and the use of the

proceeds thereof will not violate any Requirement of Law or any Contractual
Obligation of any Group Member, except as could not reasonably be expected to
have a Material Adverse Effect, 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).

4.6 Litigation. No litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or, to the knowledge
of the Borrower, threatened by or against any Group Member or against any of
their respective properties or revenues (a) with respect to any of the Loan
Documents or any of the transactions contemplated hereby or thereby, or (b) that
could reasonably be expected to have a Material Adverse Effect.

4.7 No Default. No Group Member 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.

4.8 Ownership of Property; Liens. Each Group Member has title in fee
simple to, or a valid leasehold interest in, all its real property, and good
title to, or a valid leasehold interest in, all its other property, and none of
such property is subject to any Lien except as permitted by Section 7.3.

4.9 Intellectual Property. Each Group Member owns, or is licensed to
use, all Intellectual Property necessary for the conduct of its business as
currently conducted. No material claim has been asserted in writing and is
pending by any Person challenging or questioning the use of any Intellectual
Property or the validity or effectiveness of any Intellectual Property that
could reasonably be expected to have a Material Adverse Effect. The use of
Intellectual Property by each Group Member does not infringe on the rights of
any Person in any material respect.

4.10 Taxes. Each Group Member has filed or caused to be filed all
Federal and state income 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 material assessments made against it or any of its property and all other
material 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 the relevant Group Member).

4.11 Federal Regulations. No part of the proceeds of any Loans, and no
other extensions of credit hereunder, will be used (a) for “buying” 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
for any purpose that violates the provisions of the Regulations of the Board or
(b) for any purpose that violates the provisions of the Regulations of the
Board. No more than 25% of the assets of the Group Members consist of “margin
stock” as so defined. 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, as applicable, referred to in Regulation U.

4.12 Labor Matters. Except as, in the aggregate, could not reasonably
be expected to have a Material Adverse Effect: (a) there are no strikes or other
labor disputes against any Group Member pending or, to the knowledge of the
Borrower, threatened; (b) hours worked by and payment made to employees of each
Group Member have not been in violation of the Fair Labor Standards Act or any
other applicable Requirement of Law dealing with such matters; and (c) all
payments due from any

Group Member on account of employee health and welfare insurance have been
paid or accrued as a liability on the books of the relevant Group Member.

4.13 ERISA. (a) Each Group Member and each of their respective ERISA
Affiliates is in compliance with the applicable provisions of ERISA and the
provisions of the Code relating to Plans and the regulations and published
interpretations thereunder, except where any failure to comply would not
reasonably be expected to have a Material Adverse Effect; (b) no material ERISA
Event or Foreign Plan Event has occurred or is reasonably expected to occur; and
(c) all amounts required by applicable law with respect to, or by the terms of,
any retiree welfare benefit arrangement maintained by any Group Member or any
ERISA Affiliate or to which any Group Member or any ERISA Affiliate has an
obligation to contribute have been accrued in accordance with Statement of
Financial Accounting Standards No. 106. The present value of all accumulated
benefit obligations under each Pension Plan (based on the assumptions used for
purposes of Accounting Standards Codification No. 715: Compensation-Retirement
Benefits) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed by more than an immaterial amount the fair
market value of the assets of such Pension Plan allocable to such accrued
benefits, and the present value of all accumulated benefit obligations of all
underfunded Pension Plans (based on the assumptions used for purposes of
Accounting Standards Codification No. 715: Compensation-Retirement Benefits) did
not, as of the date of the most recent financial statements reflecting such
amounts, exceed by more than an immaterial amount the fair market value of the
assets of all such underfunded Pension Plans.

4.14 Investment Company Act; Other Regulations. 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) that limits its ability to incur Indebtedness under
this Agreement or the other Loan Documents.

4.15 Subsidiaries. Except as disclosed to the Administrative Agent by
the Borrower in writing from time to time after the Closing Date, (a) Schedule
4.15 to the Disclosure Schedule sets forth 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 (excluding directors’
qualifying shares as required by law or shares held by nominees on behalf of the
Borrower or any Subsidiary as required by law) and (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 any
Subsidiary, except as created by the Loan Documents.

4.16 Use of Proceeds. The proceeds of the Term Loans, the Revolving
Loans and the Swingline Loans, and the Letters of Credit, shall be used for
general corporate purposes, including the payment of fees and expenses in
connection with this Agreement.

4.17 Environmental Matters. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect:

(a) the facilities and properties owned, leased or operated by any Group
Member (the “Properties“) do not contain, and have not previously
contained, any Materials of Environmental Concern in amounts or concentrations
or under circumstances that constitute or constituted a violation of, or could
give rise to liability under, any Environmental Law;

(b) no Group Member has received or is aware of any notice of violation,
alleged violation, non-compliance, liability or potential liability regarding
environmental matters or compliance

with Environmental Laws with regard to any of the Properties or the business
operated by any Group Member (the “Business“), nor does the Borrower have
knowledge or reason to believe that any such notice will be received or is being
threatened;

(c) Materials of Environmental Concern have not been transported or disposed
of from the Properties in violation of, or in a manner or to a location that
could give rise to liability under, any Environmental Law, nor have any
Materials of Environmental Concern been generated, treated, stored or disposed
of at, on or under any of the Properties in violation of, or in a manner that
could give rise to liability under, any applicable Environmental Law;

(d) no judicial proceeding or governmental or administrative action is
pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which any Group Member is or will be named as a party with
respect to the Properties or the Business, nor are there any consent decrees or
other decrees, consent orders, administrative orders or other orders, or other
administrative or judicial requirements outstanding under any Environmental Law
with respect to the Properties or the Business;

(e) there has been no release or threat of release of Materials of
Environmental Concern at or from the Properties, or arising from or related to
the operations of any Group Member in connection with the Properties or
otherwise in connection with the Business, in violation of or in amounts or in a
manner that could give rise to liability under Environmental Laws;

(f) the Properties and all operations at the Properties are in compliance,
and have in the last five years been in compliance, with all applicable
Environmental Laws, and there is no contamination at, under or about the
Properties or violation of any Environmental Law with respect to the Properties
or the Business; and

(g) no Group Member has assumed any liability of any other Person under
Environmental Laws.

4.18 Accuracy of Information, etc. No statement or information (other
than projections, budgets, other estimates and general market data) contained in
this Agreement, any other Loan Document, the Confidential Information Memorandum
or any other document, certificate or written statement furnished by or on
behalf of any Loan Party to the Administrative Agent or the Lenders, or any of
them, for use in connection with the transactions contemplated by this Agreement
or the other Loan Documents (as modified or supplemented by other information so
furnished), taken as a whole with all other such statements, information,
documents, certificates or the Borrower’s public filings with the SEC,
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 to make the statements contained
herein or therein, in light of the circumstances under which they were made, not
misleading. 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 differ
from the projected results set forth therein by a material amount.

4.19 Security Documents. (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 stock certificates
representing such Pledged

Stock are delivered to the Administrative Agent (together with a properly
completed and signed stock power or endorsement), and in the case of the other
Collateral described in the Guarantee and Collateral Agreement, when financing
statements and other filings specified on Schedule 4.19(a) to the Disclosure
Letter in appropriate form are filed in the offices specified on Schedule
4.19(a) to the Disclosure Letter, 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 7.3), in each case to the extent the security interest in the Collateral
can be perfected by taking such actions.

(b) Each of the Mortgages, if any, 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 when the Mortgages are filed in the offices specified on Schedule
4.19(b) to the Disclosure Letter, each such Mortgage 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. Schedule 4.19(b) to the
Disclosure Letter lists, as of the Closing Date, each parcel of owned real
property located in the United States and held by the Borrower or any of its
Subsidiaries that has a value, in the reasonable opinion of the Borrower, in
excess of $5,000,000.

4.20 Solvency. The Borrower and its Subsidiaries on a consolidated
basis are Solvent.

4.21 Material Indebtedness. As of the Closing Date, the Borrower has
delivered to the Administrative Agent a complete and correct copy of the
agreements governing Material Indebtedness, including any amendments,
supplements or modifications with respect to any of the foregoing.

4.22 Registered Broker-Dealer. As of the Closing Date, Second Street
is a registered broker-dealer under the Securities Exchange Act of 1934, as
amended.

SECTION 5. CONDITIONS PRECEDENT

5.1 Conditions to Initial Extension of Credit. The agreement of each
Lender to make the initial extension of credit requested to be made by it is
subject to the satisfaction, on or prior to December 15, 2011 and prior to or
concurrently with the making of such extension of credit on the Closing Date, of
the following conditions precedent (subject to the extended delivery period set
forth in Section 6.10):

(a) Credit Agreement; Guarantee and Collateral Agreement. The
Administrative Agent shall have received (i) this Agreement, executed and
delivered by the Administrative Agent, the Borrower and each Person listed on
Schedule 1.1A and (ii) the Guarantee and Collateral Agreement, executed and
delivered by, the Borrower and each Subsidiary Guarantor.

(b) Financial Statements. The Administrative Agent shall have received
(i) an unaudited pro forma consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as at September 30, 2011, and the
related pro forma consolidated statements of operations and cash
flows for the period of four consecutive fiscal quarters then ended (including
the notes thereto, the “Pro Forma Financial Statements“), giving effect
(as if such events had occurred on such date or the first day of such period, as
applicable) to (A) the Loans to be made on the Closing Date and the use of
proceeds thereof and (B) the payment of fees and expenses in connection with the
foregoing, (ii) audited consolidated financial statements of the Borrower and
its consolidated

Subsidiaries for the 2008, 2009 and 2010 fiscal years and (iii) unaudited
interim consolidated financial statements of the Borrower and its consolidated
Subsidiaries for the fiscal quarters ended March 31, 2011, June 30, 2011 and
September 30, 2011, and such financial statements shall not, in the reasonable
judgment of the Administrative Agent, reflect any material adverse change in the
consolidated financial condition of the Borrower and its consolidated
Subsidiaries, as reflected in the financial statements or projections contained
in the Confidential Information Memorandum.

(d) Approvals. All governmental and third party approvals (including
landlords’ and other consents) necessary in connection with the continuing
operations of the Group Members and the transactions contemplated hereby shall
have been obtained and be in full force and effect.

(e) Lien Searches. The Administrative Agent shall have received the
results of a recent Lien search with respect to each Loan Party, and such search
shall reveal no Liens on any of the assets of the Loan Parties except for Liens
permitted by Section 7.3 or discharged on or prior to the Closing Date pursuant
to documentation satisfactory to the Administrative Agent.

(f) Fees. The Lenders and the Administrative Agent shall have received
all fees required to be paid, and all expenses for which invoices have been
presented (including the reasonable and (if requested) documented fees and
out-of-pocket expenses of legal counsel), on or before the Closing Date. All
such amounts will be paid with proceeds of Loans made on the Closing Date and
will be reflected in the funding instructions given by the Borrower to the
Administrative Agent on or before the Closing Date.

(g) Closing Certificate; Certified Certificate of Incorporation; Good
Standing Certificates. The Administrative Agent shall have received (i) a
certificate of each Loan Party, dated the Closing Date, substantially in the
form of Exhibit C, with appropriate insertions and attachments, including the
certificate of incorporation of each Loan Party that is a corporation certified
by the relevant authority of the jurisdiction of organization of such Loan
Party, and (ii) a long form good standing certificate for each Loan Party from
its jurisdiction of organization.

(h) Legal Opinion. The Administrative Agent shall have received the
executed legal opinion of Wilson Sonsini Goodrich & Rosati, P.C., counsel to
the Borrower and its Subsidiaries, substantially in the form of Exhibit E. Such
legal opinion shall cover such other matters incident to the transactions
contemplated by this Agreement as the Administrative Agent may reasonably
require.

(i) Pledged Stock; Stock Powers; Pledged Notes. The Administrative
Agent shall have received (i) 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 and (ii) each promissory
note (if any) pledged to the Administrative Agent pursuant to the Guarantee and
Collateral Agreement endorsed (without recourse) in blank (or accompanied by an
executed transfer form in blank) by the pledgor thereof.

(j) Filings, Registrations and Recordings. Each document (including
any Uniform Commercial Code financing statement) 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 expressly permitted
by Section 7.3), shall be in proper form for filing, registration or
recordation.

(k) Solvency Certificate. The Administrative Agent shall have received
a solvency certificate signed by the chief financial officer of the Borrower,
substantially in the form of Exhibit I.

(l) Insurance. The Administrative Agent shall have received insurance
certificates satisfying the requirements of Section 5.2(b) of the Guarantee and
Collateral Agreement.

(m) USA Patriot Act. The Lenders shall have received from each of the
Loan Parties documentation and other information required by regulatory
authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including, without limitation, the USA Patriot Act, to
the extent requested not later than five days prior to the Closing Date.

For the purpose of determining compliance with the conditions specified in
this Section 5.1, each Lender that has signed this Agreement shall be deemed to
have accepted, and to be satisfied with, each document or other matter required
under this Section 5.1 unless the Administrative Agent shall have received
written notice from such Lender prior to the proposed Closing Date specifying
its objection thereto.

5.2 Conditions to Each Extension of Credit. The agreement of each
Lender to make any extension of credit requested to be made by it on any date
(including its initial extension of credit) is subject to the satisfaction of
the following conditions precedent:

(a) Representations and Warranties. Each of the representations and
warranties made by any Loan Party in or pursuant to the Loan Documents shall be
true and correct in all material respects on and as of such date as if made on
and as of such date, except to the extent such representations and warranties
specifically refer to an earlier date, in which case it shall be true and
correct in all material respects as if made on and as of such earlier date.

(b) No Default. No Default or Event of Default shall have occurred and
be continuing on such date or after giving effect to the extensions of credit
requested to be made on such date.

(c) Compliance with Financial Covenants. After giving effect to the
extensions of credit requested to be made on such date, the Borrower shall be in
Pro Forma Compliance with the Financial Covenants for the fiscal quarter of the
Borrower then most recently ended for which financial statements have been
delivered to the Administrative Agent pursuant to Section 6.1.

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 5.2 have been satisfied.

SECTION 6. AFFIRMATIVE COVENANTS

The Borrower hereby agrees that, so long as the Commitments remain in effect,
any Letter of Credit remains outstanding (or has been cash collateralized in a
manner satisfactory to the Administrative Agent) or any Loan or other amount is
owing to any Lender or the Administrative Agent hereunder (other than
obligations under or in respect of Specified Swap Agreements or Specified Cash

Management Agreements and unasserted contingent indemnification obligations),
the Borrower shall and, except with respect to Sections 6.1, 6.2, and 6.7, shall
cause each of its Subsidiaries to:

6.1 Financial Statements. Furnish to the Administrative Agent:

(a) as soon as available, but in any event within 90 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 operations, of
stockholders’ equity and comprehensive income and of cash flows for such year,
setting forth in each case in comparative form the figures for the previous
year, reported on without a “going concern” or like qualification, commentary or
exception, or qualification, commentary or exception arising out of the scope of
the audit, by PricewaterhouseCoopers LLP or other independent certified public
accountants of nationally recognized standing; and

(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 condensed balance sheet of the Borrower and
its consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated condensed statements of operations 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 for the previous
year, certified by a Responsible Officer as being fairly stated in all material
respects (subject to normal year-end audit adjustments and the absence of
footnotes).

All such financial statements shall fairly present in all material respects
the consolidated financial condition of the Borrower and its consolidated
Subsidiaries in accordance with GAAP applied (except as approved by such
accountants or officer, as the case may be, and disclosed in reasonable detail
therein) consistently throughout the periods reflected therein and with prior
periods.

Notwithstanding the foregoing, (i) in the event that the Borrower delivers to
the Administrative Agent an Annual Report for the Borrower on Form 10-K for a
fiscal year, as filed with the SEC, within 90 days after the end of such fiscal
year, such Form 10-K shall satisfy all requirements of paragraph (a) of this
Section to the extent that it contains the information required by such
paragraph (a) and does not contain any “going concern” or like qualification,
exception or explanatory paragraph or qualification or any exception or
explanatory paragraph as to the scope of such audit and (ii) in the event that
the Borrower delivers to the Administrative Agent a Quarterly Report for the
Borrower on Form 10-Q for a fiscal quarter, as filed with the SEC, within 45
days after the end of such fiscal quarter, such Form 10-Q shall satisfy all
requirements of paragraph (b) of this Section to the extent that it contains the
information required by such paragraph (b); in each case to the extent that
information contained in such 10-K or 10-Q satisfies the requirements of
paragraphs (a) or (b) of this Section, as the case may be. Documents required to
be delivered pursuant to this Section 6.1 may be delivered electronically and,
if so delivered, shall be deemed to have been delivered on the date on which the
Borrower provides notice to the Administrative Agent that such documents are
filed for public availability on the SEC’s Electronic Data Gathering and
Retrieval System.

6.2 Certificates; Other Information. Furnish to the Administrative
Agent:

(a) concurrently with the delivery of any financial statements pursuant to
Section 6.1, (i) a certificate of a Responsible Officer stating 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 setting forth

reasonably detailed calculations demonstrating compliance with Section 7.1,
and (y) to the extent not previously disclosed to the Administrative Agent, (1)
a description of any change in the jurisdiction of organization of any Loan
Party, (2) a list of any Intellectual Property applications and registrations
made or acquired by any Loan Party and any U.S. Intellectual Property
applications and registrations to which any Grantor (as defined in the Guarantee
and Collateral Agreement) becomes an exclusive licensee and (3) a description of
any Person that has become a Group Member, in each case since the date of the
most recent report delivered pursuant to this clause (y) (or, in the case of the
first such report so delivered, since the Closing Date);

(b) as soon as available, and in any event no later than 90 days after the
end of each fiscal year of the Borrower, a copy of the Borrower’s business plan
for the following fiscal year (including a projected consolidated balance sheet
of the Borrower and its consolidated Subsidiaries as of the end of the following
fiscal year, the related consolidated statements of projected cash flow and
projected income and a description of the underlying assumptions applicable
thereto) (collectively, the “Projections“);

(c) within five Business Days after the same are sent, copies of all
financial statements and reports that the Borrower sends to the holders of any
class of its debt securities or public equity securities and, within five
Business Days after the same are filed, copies of all financial statements and
reports that the Borrower may make to, or file with, the SEC (it being
understood that documents required to be delivered pursuant to this clause (c)
may be delivered electronically and, if so delivered, shall be deemed to have
been delivered on the date on which the Borrower provides notice to the
Administrative Agent that such documents are filed for public availability on
the SEC’s Electronic Data Gathering and Retrieval System);

(d) promptly following receipt thereof, copies of (i) any documents described
in Section 101(k) or 101(l) of ERISA that any Group Member or any ERISA
Affiliate may request with respect to any Multiemployer Plan; provided,
that if the relevant Group Members or ERISA Affiliates have not requested such
documents or notices from the administrator or sponsor of the applicable
Multiemployer Plans, then, upon reasonable request of the Administrative Agent,
such Group Member or the ERISA Affiliate shall promptly make a request for such
documents or notices from such administrator or sponsor and the Borrower shall
provide copies of such documents and notices to the Administrative Agent
promptly after receipt thereof; and

(e) promptly, such additional information regarding the operations, business
affairs and financial condition of any Group Member, or compliance with the
terms of this Agreement, as the Administrative Agent may from time to time
reasonably request and that is reasonably available to Borrower.

6.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its
obligations of whatever nature, except where (i) 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 the relevant Group Member or (ii) the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

6.4 Maintenance of Existence; Compliance. (a)(i) Preserve, renew and
keep in full force and effect its organizational existence and (ii) take all
reasonable action to maintain all rights, privileges and franchises necessary or
desirable in the normal conduct of its business, except, in each case, as
otherwise permitted by Section 7.4 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.

6.5 Maintenance of Property; Insurance. (a) Except as could not
reasonably be expected to have a Material Adverse Effect, keep all property
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 by companies engaged in the same or a similar business and operating in
the same or a similar geographic location.

6.6 Inspection of Property; Books and Records; Discussions. (a) Keep
proper books of records and account in which entries are made that are true and
correct in all material respects and are sufficient to prepare financial
statements in conformity with GAAP and (b) permit representatives of the
Administrative Agent or any Lender to visit and inspect any of its properties
and examine and make abstracts from any of its books and records and to discuss
the business, operations, properties and financial and other condition of the
Group Members with officers and employees of the Group Members and with their
independent certified public accountants, in each case at any reasonable time
and as often as may reasonably be desired (but not more than once per fiscal
year unless an Event of Default has occurred and is continuing). Notwithstanding
the foregoing, neither the Borrower nor its Subsidiaries shall be required to
disclose or discuss, or permit the inspection, examination or making of extracts
of, any document, book, record or other matter that (i) constitutes
non-financial trade secrets or non-financial proprietary information, (ii) in
respect of which disclosure to the Administrative Agent, such Lender or their
representatives is then prohibited by applicable law or any agreement binding on
Borrower or its Subsidiaries or (iii) is protected from disclosure by the
attorney-client privilege or the attorney work product privilege.

6.7 Notices. Promptly give notice to the Administrative Agent of:

(f) the occurrence of any Default or Event of Default;

(g) any (i) default or event of default under any Contractual Obligation of
any Group Member that, if not cured, could reasonably be expected to have a
Material Adverse Efect, or (ii) litigation, investigation or proceeding that may
exist at any time between any Group Member and any Governmental Authority that
could reasonably be expected to have a Material Adverse Effect;

(h) any litigation or proceeding brought against any Group Member (i) in
which the amount involved is $5,000,000 or more and not covered by insurance,
(ii) in which material injunctive or similar relief is sought or (iii) which
relates to any Loan Document;

(i) the occurrence of any ERISA Event or Foreign Plan Event that, alone or
together with any other ERISA Events and/or Foreign Plan Events that have
occurred, could reasonably be expected to result in liability of any Group
Member or any ERISA Affiliate in an aggregate amount exceeding $5,000,000, as
soon as possible and in any event within 10 days after the Borrower knows or has
reason to know thereof; and

(j) any development or event that has had or could reasonably be expected to
have a Material Adverse Effect.

Each notice pursuant to this Section 6.7 shall be accompanied by a statement
of a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the relevant Group Member proposes to take with
respect thereto.

6.8 Environmental Laws. (a) Comply with, and ensure compliance by all
tenants and subtenants, if any, with, all applicable Environmental Laws, and
obtain and comply with and maintain, and ensure that all tenants and subtenants
obtain and comply with and maintain, any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental
Laws, except, in each case, to the extent that the failure to do so could
reasonably be expected to have a Material Adverse Effect.

(b) Conduct and complete in all material respects 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.

6.9 Additional Collateral, etc. (a) With respect to any property
acquired after the Closing Date by any Loan Party (other than (x) any property
described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien
expressly permitted by Section 7.3(g) and (z) any property that is excluded from
the definition of “Collateral”) 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 reasonably 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 reasonably 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 7.3), including 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.

(b) With respect to any fee interest in any real property having a value
(together with improvements thereof) of at least $5,000,000 acquired after the
Closing Date by any Loan Party (other than any such real property subject to a
Lien expressly permitted by Section 7.3(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 property (or such other amount as shall be
reasonably specified by the Administrative Agent) 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
relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent.

(c) With respect to any new Subsidiary (other than an Excluded Subsidiary)
created or acquired after the Closing Date by any Loan Party, promptly (i)
execute and deliver to the Administrative Agent such amendments to the Guarantee
and Collateral Agreement as the Administrative Agent deems reasonably 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 such Loan Party, (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 relevant Loan Party, (iii) cause such new Subsidiary (A) to
become a

party to the Guarantee and Collateral Agreement, (B) to take such actions
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, including 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 (C)
to deliver to the Administrative Agent a certificate of such Subsidiary,
substantially in the form of Exhibit C, with appropriate insertions and
attachments, and (iv) 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.

(d) With respect to any new Excluded Subsidiary created or acquired after the
Closing Date by any Loan Party, 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
any such Loan Party (provided that in no event shall more than 66% 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 relevant Loan Party, and take such
other action as may be necessary or, in the opinion of the Administrative Agent,
desirable to perfect the Administrative Agent’s security interest therein, 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.

(e) Notwithstanding anything contained in this Section 6.9 to the contrary,
the Administrative Agent shall not require any Group Member to take any action
with respect to the Collateral or the security interest granted therein to the
extent the Administrative Agent determines, in its sole discretion, that the
cost of taking such action is excessive in relation to the value of the security
to be afforded thereby.

6.10 Post-Closing Delivery Items.

Notwithstanding the provisions of Section 5.1, cause the following to be
delivered to the Administrative Agent within thirty (30) Business Days (or such
longer period approved by the Administrative Agent) following the Closing Date:

(a) an executed stock power with respect to the Capital Stock of Second
Street pledged as Collateral;

(b) the stock certificate(s) with respect to the Capital Stock of Advent
Europe Limited pledged as Collateral; and

(c) a Certificate of the Secretary of State of the State of California, dated
within thirty Business Days following the Closing Date, with respect to the
standing of the Borrower as a foreign corporation qualified to do business in
the State of California.

SECTION 7. NEGATIVE COVENANTS

The Borrower hereby agrees that, so long as the Commitments remain in effect,
any Letter of Credit remains outstanding (or has been cash collateralized in a
manner satisfactory to the

Administrative Agent) or any Loan or other amount is owing to any Lender or
the Administrative Agent hereunder (other than obligations under or in respect
of Specified Swap Agreements or Specified Cash Management Agreements and
unasserted contingent indemnification obligations), the Borrower shall not, and
shall not permit any of its Subsidiaries to:

7.1 Financial Condition Covenants.

(a) Consolidated Leverage Ratio. As at the last day of any fiscal
quarter, permit the Consolidated Leverage Ratio for the period of four
consecutive fiscal quarters of the Borrower then ending to exceed 2.50:1.00;
provided that, if the Borrower so elects by delivering a written notice
to the Administrative Agent at the time of consummation of a Permitted
Acquisition, as at the last day of the fiscal quarter during which such
Permitted Acquisition was consummated and as at the last day of each of the
subsequent three fiscal quarters, the maximum Consolidated Leverage Ratio for
the immediately preceding four consecutive fiscal quarter period of the Borrower
shall be 2.75:1.00, and thereafter the maximum Consolidated Leverage Ratio shall
be 2.50:1.00 for each four fiscal quarter period of the Borrower ending
thereafter, provided further, that the foregoing election may only be made once
during the term of this Agreement.

(b) Consolidated Interest Coverage Ratio. As at the last day of any
fiscal quarter, permit the Consolidated Interest Coverage Ratio for the period
of four consecutive fiscal quarters of the Borrower then ending to be less than
3.5:1.0.

7.2 Indebtedness. Create, issue, incur, assume, become liable in
respect of or suffer to exist any Indebtedness, except:

(a) Indebtedness of any Loan Party pursuant to any Loan Document;

(b) Indebtedness of (i) the Borrower to any Subsidiary, (ii) of any Wholly
Owned Subsidiary Guarantor to the Borrower or any other Subsidiary, (iii) of any
Subsidiary that is not a Wholly Owned Subsidiary Guarantor to the Borrower or
any Wholly Owned Subsidiary Guarantor to the extent necessary to fund operating
expenses (including on a “cost plus” basis) in accordance with past practice or
(iv) of any Subsidiary that is not a Subsidiary Guarantor to any other
Subsidiary that is not a Subsidiary Guarantor;

(c) Guarantee Obligations incurred in the ordinary course of business by the
Borrower or any of its Subsidiaries of obligations of any Wholly Owned
Subsidiary Guarantor;

(d) Indebtedness outstanding on the date hereof and listed on Schedule 7.2(d)
to the Disclosure Schedule and any refinancings, refundings, replacements,
renewals or extensions thereof (without (x) increasing the principal amount
thereof except by an amount equal to a reasonable premium or other reasonable
amount paid, and fees and expenses reasonably incurred, (y) shortening the
maturity date thereof if the new maturity date would occur prior to the latest
maturity date of the Term Loans then in effect or (z) adding obligors which are
not obligors on the date hereof);

(e) Indebtedness (including, without limitation, Capital Lease Obligations)
secured by Liens permitted by Section 7.3(g) in an aggregate principal amount
not to exceed $15,000,000 at any one time outstanding;

(f) unsecured Indebtedness of the Borrower (which may be guaranteed by the
Subsidiary Guarantors), provided that (i) immediately after giving effect
to the incurrence of such Indebtedness (assuming full utilization in the case of
revolving Indebtedness), the Borrower shall be in Pro Forma Compliance with the
Financial Covenants for the Relevant Reference Period, (ii) no Default or Event
of Default shall have occurred and be continuing at the time of incurrence of
such Indebtedness or would result therefrom, (iii) such Indebtedness does not
have any scheduled payment of principal (including pursuant to a sinking fund
obligation) or mandatory redemption or redemption at the option of the holders
thereof or similar prepayment (other than (x) upon the occurrence of an Asset
Sale or Recovery Event (subject to reinvestment rights that are in the aggregate
no less favorable to the Borrower than those under this Agreement and to rights
in respect of the application of the Net Cash Proceeds thereof to the prior
repayment of, or offer to repay, the Term Loans), (y) upon the occurrence of a
change of control event and (z) customary acceleration rights following an event
of default) prior to the date that is 180 days after the then latest maturity
date of the Term Loans and the weighted average life to maturity of such
Indebtedness is not less than 180 days longer than the weighted average life to
maturity of the then outstanding Term Loans (as determined on the date of
incurrence of such Indebtedness) and (iv) the terms of such Indebtedness provide
for covenants and events of default (x) that are, taken as a whole, customary
for Indebtedness of a similar nature as such Indebtedness and financial
covenants that are no more restrictive than the financial covenants set forth
herein or (y) to which the Administrative Agent has not objected after being
afforded a period of five Business Days to review the terms of such
Indebtedness;

(g) unsecured Indebtedness of the Borrower or any of its Subsidiaries as an
account party in respect of trade or standby letters of credit, bank guarantees
and bankers’ acceptances in an aggregate principal amount not to exceed
$5,000,000 at any time;

(h) unsecured Indebtedness (other than for borrowed money) with respect to
surety, appeal, indemnity, performance or other similar bonds in the ordinary
course of business;

(i) Indebtedness arising in connection with customary cash management
services and from the honoring by a bank or financial institution of a check,
draft or similar instrument drawn against insufficient funds, in each case in
the ordinary course of business;

(j) Indebtedness of any Person that becomes a Subsidiary after the date
hereof pursuant to a Permitted Acquisition not to exceed $10,000,000 in the
aggregate for all such Subsidiaries; provided that such Indebtedness
exists at the time such Person becomes a Subsidiary and is not created in
contemplation of or in connection with such Person becoming a Subsidiary, and
any refinancings, refundings, replacements, renewals or extensions thereof
(without (x) increasing the principal amount thereof except by an amount equal
to a reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, (y) shortening the maturity date thereof if the new
maturity date would occur prior to the latest maturity date of the Term Loans
then in effect or (z) adding obligors which are not obligors on the date such
Subsidiary is acquired by the Borrower); and

(k) additional Indebtedness of the Borrower or any of its Subsidiaries in an
aggregate principal amount (for the Borrower and all Subsidiaries) not to exceed
$10,000,000 at any one time outstanding; provided that no more than
$5,000,000 at any one time outstanding of such Indebtedness may be incurred by
Subsidiaries which are not Loan Parties.

7.3 Liens. Create, incur, assume or suffer to exist any Lien upon any
of its property, whether now owned or hereafter acquired, except:

(a) Liens for Taxes not yet due or that are being contested in good faith by
appropriate proceedings, provided 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;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s,
landlord’s or other like Liens arising in the ordinary course of business that
are not overdue for a period of more than 30 days or that are being contested in
good faith by appropriate proceedings;

(c) pledges or deposits in connection with workers’ compensation,
unemployment insurance and other social security legislation;

(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;

(e) easements, rights-of-way, restrictions and other similar encumbrances
incurred in the ordinary course of business or imposed by law that, in the
aggregate, do not 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;

(f) Liens in existence on the date hereof listed on Schedule 7.3(f) to the
Disclosure Schedule, securing Indebtedness permitted by Section 7.2(d),
provided that no such Lien is spread to cover any additional property
(other than any additions, accessions, parts, improvements and attachments
thereto and proceeds thereof) after the Closing Date and that the amount of
Indebtedness secured thereby is not increased;

(g) Liens securing Indebtedness of the Borrower or any Subsidiary incurred
pursuant to Section 7.2(e) to finance the acquisition, construction or
improvement of fixed or capital assets (and any additions, accessions, parts,
improvements and attachments thereto and proceeds thereof), provided
that (i) such Liens and the Indebtedness secured thereby shall be created and
incurred prior to or within 180 days after such acquisition or the completion of
such construction or improvement 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 does
not exceed the cost of acquiring, constructing or improving such fixed or
capital assets;

(h) Liens created pursuant to the Security Documents;

(i) any interest or title of a lessor or sublessor under any lease or
sublease entered into by the Borrower or any Subsidiary in the ordinary course
of its business and covering only the assets or property so leased or subleased;

(j) Liens consisting of customary and ordinary course rights of setoff
against deposits of cash and Cash Equivalents in favor of banks or other
financial institutions in the ordinary course of business;

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

(l) judgment Liens in respect of judgments that do not constitute an Event of
Default under clause (h) of Section 8;

(m) Liens on insurance proceeds securing the premium of financed insurance
proceeds;

(n) licenses and sublicenses of Intellectual Property in the ordinary course
of business (including, intercompany licensing of Intellectual Property between
the Borrower and any Subsidiary and between Subsidiaries in connection with
cost-sharing arrangements, distribution, marketing, make-sell or other similar
arrangements, and, for the avoidance of doubt, cost-sharing arrangements shall
be considered to be transactions in the ordinary course of business);

(o) any customary encumbrance or restriction with respect to the transfer of
the Capital Stock in any joint venture or similar arrangement pursuant to the
organizational documents with respect to such joint venture or arrangement;

(p) Liens on specific items of inventory or other goods and the proceeds
thereof securing obligations in respect of documentary letters of credit or
bankers’ acceptances issued or created for the account of the Borrower or any
Subsidiary in the ordinary course of business to facilitate the purchase,
shipment or storage of such inventory or other goods;

(q) Liens of a collecting bank arising in the ordinary course of business
under Section 4-208 of the Uniform Commercial Code in effect in the State of New
York (or, if applicable, the corresponding section of the Uniform Commercial
Code in effect in the relevant jurisdiction), in each case covering only the
items being collected upon; and

(r) Liens on assets other than Collateral not otherwise permitted by this
Section so long as the aggregate outstanding principal amount of the obligations
secured thereby does not exceed (as to the Borrower and all Subsidiaries)
$10,000,000 at any one time.

7.4 Fundamental Changes. Consummate 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:

(a) any Subsidiary of the Borrower may be merged or consolidated with or into
the Borrower (provided that the Borrower shall be the continuing or
surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor
(provided that either the Wholly Owned Subsidiary Guarantor shall be the
continuing or surviving corporation or the continuing or surviving corporation
shall become a Subsidiary Guarantor);

(b) any Subsidiary of the Borrower that is not a Loan Party may be merged or
consolidated with or into any other Subsidiary of the Borrower that is not a
Loan Party;

(c) any Subsidiary Guarantor may liquidate or dissolve so long as all
material assets are transferred to a Loan Party, and any Subsidiary of the
Borrower that is not a Loan Party may liquidate or dissolve so long as all
material assets are transferred to the Borrower or any Subsidiary of the
Borrower;

(d) any Subsidiary of the Borrower may Dispose of any or all of its assets
(i) to the Borrower or any Wholly Owned Subsidiary Guarantor (upon voluntary
liquidation or otherwise), (ii) pursuant to a Disposition permitted by Section
7.5, or (iii) if such Subsidiary is not a Loan Party, to any other Subsidiary of
the Borrower that is not a Loan Party; and

(e) any Investment expressly permitted by Section 7.7 may be structured as a
merger, consolidation or amalgamation.

7.5 Disposition of Property. Dispose of any of its property, 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:

(a) the Disposition of obsolete or worn out property in the ordinary course
of business;

(b) the sale of inventory in the ordinary course of business;

(d) Dispositions permitted by clause (i) or (iii) of Section 7.4(d) and
Dispositions of property of the Borrower to Wholly Owned Subsidiary Guarantors;

(e) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or
any Wholly Owned Subsidiary Guarantor;

(f) the licensing and sublicensing of technology in the ordinary course of
business (including, intercompany licensing of Intellectual Property between the
Borrower and any Subsidiary and between Subsidiaries in connection with
cost-sharing arrangements, distribution, marketing, make-sell or other similar
arrangements, and, for the avoidance of doubt, cost-sharing arrangements shall
be considered to be transactions in the ordinary course of business);

(g) the sale or discount, in each case without recourse, of overdue or
doubtful account receivables arising in the ordinary course of business shall be
permitted but only in connection with the compromise or collection thereof;

(h) the Borrower and its applicable Subsidiaries may transfer to any
Subsidiary any property acquired pursuant to a Permitted Acquisition to
facilitate internal reorganizations; provided the aggregate value of such
property transferred to Subsidiaries which are not Loan Parties, together with
the aggregate amount of Investments pursuant to Section 7.7(g) in assets not
acquired by Loan Parties or in Capital Stock of Persons that do not become Loan
Parties, shall not exceed $10,000,000;

(i) leases or subleases granted in the ordinary course of business that do
not interfere in any material respect with the business of the Borrower or its
Subsidiaries;

(j) Dispositions, to the extent constituting Liens permitted by Section 7.3,
Resticted Payments permitted by Section 7.6, Investments permitted by Section
7.7 or transactions permitted by Section 7.9;

(k) Dispositions consisting of involuntary loss, damage or destruction of
property; and

(l) the Disposition of other property to Persons which are not Affiliates of
or affiliated with the Borrower having a fair market value not to exceed
$7,500,000 in the aggregate for any fiscal year of the Borrower; provided
that (i) the Borrower receives consideration at the time of such Disposition at
least equal to the fair market value (as determined in good faith by the
Borrower) of the property disposed of, (ii) 75% of the consideration therefor
received by the Borrower is in the form of cash or Cash Equivalents and (iii)
the Net Cash Proceeds resulting from such Disposition are reinvested pursuant to
the terms of a Reinvestment Notice or applied to prepay the Term Loans pursuant
to Section 2.11(b).

7.6 Restricted Payments. 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 any Group Member, 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 any Group Member
(collectively, “Restricted Payments“), except that:

(a) any Subsidiary may make Restricted Payments to (i) the Borrower, (ii) any
Wholly Owned Subsidiary Guarantor or (iii) ratably to the holders of its Capital
Stock;

(b) the Borrower may purchase, redeem or otherwise acquire Capital Stock
issued by it with the Net Cash Proceeds received from the substantially
concurrent issuance of its Capital Stock to the extent such Net Cash Proceeds
have not been used for another purpose;

(c) provided that no Default or Event of Default is continuing or would
result therefrom, the Borrower may make Restricted Payments in an aggregate
amount not to exceed $10,000,000; and

(d) provided that no Default or Event of Default is continuing or would
result therefrom, the Borrower may make Restricted Payments in an aggregate
amount such that, after giving effect to the making of any such Restricted
Payments, the Consolidated Leverage Ratio, determined on a Pro Forma Basis as of
the last day of the Relevant Reference Period, shall be less than or equal to
2.0:1.0.

7.7 Investments. 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 a business unit of, or make any other similar investment in, any
Person (all of the foregoing, “Investments“), except:

(a) extensions of trade credit in the ordinary course of business;

(b) Investments in Cash Equivalents;

(d) loans and advances to employees of any Group Member in the ordinary
course of business (including for travel, entertainment and relocation expenses)
in an aggregate amount for all Group Members not to exceed $2,000,000 at any one
time outstanding;

(e) Investments in assets useful in the business of the Borrower and its
Subsidiaries made by the Borrower or any of its Subsidiaries with the proceeds
of any Reinvestment Deferred Amount;

(f) intercompany Investments by (i) any Subsidiary in the Borrower or any
Person that, prior to such investment, is a Wholly Owned Subsidiary Guarantor,
(ii) by the Borrower or a Wholly Owned Subsidiary Guarantor in any Person that,
prior to such investment, is a Wholly Owned Subsidiary to the extent necessary
to fund operating expenses (including on a “cost plus” basis) consistent with
past practice and (iii) by any Subsidiary that is not a Loan Party in any other
Subsidiary that is not a Loan Party;

(g) Permitted Acquisitions, including the formation of any Subsidiary in
connection with such Permitted Acquisition and the capitalization of such
Subsidiary whether by capital contribution or intercompany loans;
provided that the aggregate amount of such Investments in assets that are
not acquired by a Loan Party or in Capital Stock of Persons that do not become
Loan Parties, together with the aggregate value of assets transferred to
Subsidiaries which are not Loan Parties pursuant to Section 7.5(h), shall not
exceed $10,000,000;

(h) Investments by any Group Member existing on the date hereof in the
Capital Stock of its Subsidiaries;

(i) Investments existing as of the date hereof and set forth in Schedule
7.7(i) to the Disclosure Letter;

(j) Investments consisting of extensions of credit in the nature of accounts
receivable or notes receivable arising from the grant of trade credit in the
ordinary course of business and any prepayments and other credits to suppliers
or vendors made in the ordinary course of business, and Investments received in
satisfaction or partial satisfaction thereof from financially troubled account
debtors to the extent reasonably necessary in order to prevent or limit loss or
in connection with a bankruptcy or reorganization;

(k) Investments arising out of the receipt of non-cash consideration for any
disposition permitted by Section 7.5;

(l) Investments arising under Swap Agreement permitted pursuant to Section
7.11;

(m) Investments of any Person that becomes a Subsidiary after the date
hereof, provided that (i) such Investments exist at the time that such Person
becomes a Subsidiary and (ii) such Investments were not made in anticipation of
such Person becoming a Subsidiary;

(n) additional Investments in an aggregate amount such that, immediately
after giving effect to the making of any such Investments, the Consolidated
Leverage Ratio, determined on a Pro Forma Basis as of the last day of the
Relevant Reference Period, shall be less than 2.25:1.0; and

(o) in addition to Investments otherwise expressly permitted by this Section,
Investments by the Borrower or any of its Subsidiaries in an aggregate amount
(valued at cost) not to exceed $10,000,000 during the term of this Agreement.

7.8 Optional Payments and Modifications of Certain Debt Instruments.
(a) Make any optional or voluntary payment, prepayment, repurchase or redemption
of or otherwise optionally or voluntarily defease or segregate funds with
respect to Material Indebtedness (other than from the Net Cash Proceeds of
Indebtedness permitted by Section 7.2(f) or (g)); (b) make any payment,
prepayment, repurchase or redemption of or otherwise defease or segregate funds
with respect to Material Indebtedness consisting of long-term Indebtedness
issued pursuant to Section 7.2(f) (other than from the Net Cash Proceeds of
Indebtedness issued pursuant to Section 7.2(f)) unless, after giving effect
thereto, the Consolidated Leverage Ratio, determined on a Pro Forma Basis as of
the last day of the Relevant Reference Period, shall be less than or equal to
2.0:1.0; (c) amend, modify, waive or otherwise change, or consent or agree to
any amendment, modification, waiver or other change to, any of the terms of
Material Indebtedness in a manner that is materially adverse to the Lenders; (d)
amend, modify, waive or otherwise change any of the terms of any preferred stock
issued by a Group Member to a Person other than a Group Member in a manner that
is materially adverse to the Lenders; or (e) designate any subordinated

Indebtedness (other than obligations of the Loan Parties pursuant to the Loan
Documents) as “Designated Senior Indebtedness” (or any other defined term having
a similar purpose).

7.9 Transactions with Affiliates. Enter into any transaction,
including 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 the Borrower or any Wholly Owned Subsidiary) unless such
transaction is (i)(a) otherwise permitted under this Agreement, (b) in the
ordinary course of business of the relevant Group Member, and (c) upon fair and
reasonable terms no less favorable to the relevant Group Member than it would
obtain in a comparable arm’s length transaction with a Person that is not an
Affiliate, (ii) a Restricted Payment permitted by Section 7.8, (iii) an
indemnification arrangement, employee agreement, compensation arrangement
(including equity-based compensation) or reimbursement expense of current or
former officers and directors, (iv) a retention, bonus or similar arrangement
approved by the Borrower’s board of directors (or a committee thereof), (v)
severance arrangements entered into in the ordinary course of business, or (vi)
transactions with joint ventures, in each case in the ordinary course of
business and not otherwise prohibited by the Loan Documents.

7.10 Sales and Leasebacks. Enter into any arrangement with any Person
providing for the leasing by any Group Member of real or personal property that
has been or is to be sold or transferred by such Group Member 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 such Group Member.

7.11 Swap Agreements. Enter into any Swap Agreement, except (a) Swap
Agreements entered into to hedge or mitigate risks to which the Borrower or any
Subsidiary has actual exposure (other than those in respect of Capital Stock)
and (b) Swap Agreements entered into in order to effectively cap, collar or
exchange interest rates (from fixed to floating rates, from one floating rate to
another floating rate or otherwise) with respect to any interest-bearing
liability or investment of the Borrower or any Subsidiary.

7.12 Changes in Fiscal Periods. Permit the fiscal year of the Borrower
to end on a day other than December 31 or change the Borrower’s method of
determining fiscal quarters.

7.13 Negative Pledge Clauses. Enter into or suffer to exist or become
effective any agreement that prohibits or limits the ability of any Loan Party
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 obligations under
the Loan Documents to which it is a party, other than (a) this Agreement and the
other Loan Documents, (b) 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, any additions, accessions, parts, improvements and attachments thereto
and proceeds thereof), (c) agreements relating to secured Indebtedness (or other
secured obligations) permitted by this Agreement if such restrictions or
conditions apply only to the property or assets securing such Indebtedness (or
obligations, as the case may be), (d) customary provisions in leases, licenses
and other contracts restricting the assignment, subletting or encumbrance
thereof and (e) customary provisions in joint venture agreements (and other
similar agreements) (provided that such provisions apply only to such joint
venture and to the Capital Stock of such joint venture).

7.14 Clauses Restricting Subsidiary Distributions. Enter into or
suffer to exist or become effective any consensual encumbrance or restriction on
the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in
respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness
owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or
advances to, or other Investments in, the Borrower or any other Subsidiary of
the Borrower or (c) transfer any of its assets to the Borrower or any other
Subsidiary of the Borrower, except for such encumbrances

or restrictions existing under or by reason of (i) any restrictions existing
under the Loan Documents, (ii) any restrictions with respect to a Subsidiary
imposed pursuant to an agreement that has been entered into in connection with
the Disposition (including by way of merger or consolidation) of all or
substantially all of the Capital Stock or all or a portion of the assets of such
Subsidiary, (iii) customary restrictions and conditions contained in agreements
relating to the sale of a Subsidiary or assets pending such sale,
provided that such restrictions and conditions apply only to the
Subsidiary that is, or the assets that are, to be sold and such sale is
permitted hereunder, (iv) agreements relating to Indebtedness permitted by
clause (f) of Section 7.2 as long as the applicable restrictions are no more
restrictive than the restrictions and conditions in the Loan Documents, (v)
agreements relating to secured Indebtedness (or other secured obligations)
permitted by this Agreement to the extent the applicable restriction applies
only to the property securing such Indebtedness, (vi) any indenture, agreement,
document, instrument or other arrangement relating to the assets or business of
any Subsidiary existing prior to the consummation of a Permitted Acquisition in
which such Subsidiary was acquired (and not created in contemplation of such
Permitted Acquisition) as long as the applicable restriction applies only to
such Subsidiary, (vii) customary provisions in joint venture agreements (and
other similar agreements) (provided that such provisions apply only to such
joint venture and to the Capital Stock of such joint venture) and (viii)
customary net worth provisions or similar financial maintenance provisions
contained in real property leases entered into by a Subsidiary, so long as the
Borrower has determined in good faith that such net worth provisions could not
reasonably be expected to impair the ability of the Borrower and the
Subsidiaries to meet their ongoing obligations under the Loan Documents.

7.15 Lines of Business. Enter into any material line of 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 or
that are reasonably related, complementary, ancillary or incidental thereto.

7.16 Amendments to Organizational Documents. Amend, modify or
otherwise change the charter, articles of incorporation, partnership agreement,
by-laws or other organizational documents of the Loan Parties to the extent such
amendment, modification, waiver or other change would reasonably be expected to
impair the ability of the Loan Parties to perform their obligations under the
Loan Documents.

SECTION 8. EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

(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 fees or
other amounts required under Section 2.8 or Section 3.3 within five days after
any such interest, fees or other amounts become due in accordance with the terms
hereof; or the Borrower shall fail to pay any other amount payable hereunder or
under any other Loan Document within ten days after any such amount becomes due
in accordance with the terms hereof; or

(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 statement furnished by it at any time under or in
connection with this Agreement or any such other Loan Document shall prove to
have been inaccurate in any material respect on or as of the date made or deemed
made; or

(c) any Loan Party shall default in the observance or performance of any
agreement contained in clause (i) or (ii) of Section 6.4(a) (with respect to the
Borrower only), Section 6.7(a) or Section 7 of this Agreement or Section 5.7(b)
of the Guarantee and Collateral Agreement; or

(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 after notice to the
Borrower from the Administrative Agent or the Required Lenders; or

(e) any Group Member shall (i) default in making any payment of any principal
of any Indebtedness (including any Guarantee Obligation in respect of
Indebtedness, but excluding the Loans) 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; provided, 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 aggregate outstanding principal amount of which is $10,000,000 or more;
provided further, that clause (iii) of this paragraph (e) shall
not be triggered by secured Indebtedness that becomes due as a result of the
voluntary sale or transfer of the property or assets securing such Indebtedness;
or

(f) (i) any Group Member 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 (ii) there shall be commenced against any
Group Member 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 or undischarged for
a period of 60 days; or (iii) there shall be commenced against any Group Member
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) any Group Member
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) any Group Member shall generally not, or shall be unable to, or
shall admit in writing its inability to, pay its debts as they become due; or
(vi) or any Group Member shall make a general assignment for the benefit of its
creditors; or

(g) (i) an ERISA Event shall have occurred; (ii) a trustee shall be appointed
by a United States district court to administer any Pension Plan; (iii) the PBGC
shall institute proceedings to terminate any Pension Plan; or (iv) any Group
Member or any of their respective ERISA Affiliates shall have been notified by
the sponsor of a Multiemployer Plan that it has incurred or will be assessed
Withdrawal Liability to such Multiemployer Plan and such entity does not have
reasonable grounds for contesting such Withdrawal Liability or is not contesting
such Withdrawal Liability in a timely and appropriate manner; and in each case
in clauses (i) through (iv) 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 result in a Material Adverse Effect;
or

(h) one or more judgments or decrees shall be entered against any Group
Member involving in the aggregate a liability (to the extent not covered by
insurance as to which the relevant insurance company has not denied coverage) of
$10,000,000 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

(i) any material provision of the Security Documents shall cease, for any
reason, to be in full force and effect, or any Loan Party shall so assert in
writing, or any Lien created by any of the Security Documents on property having
an aggregate value in excess of $1,000,000 shall cease to be enforceable and of
the same effect and priority purported to be created thereby; or

(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 shall so assert in writing; or

(k) (i) any “person” or “group” (as such terms are used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act“)) shall become the “beneficial owner” (as defined in Rules 13(d)-3 and
13(d)-5 under the Exchange Act), directly or indirectly, of more than 50% of the
outstanding common stock of the Borrower; (ii) the board of directors of the
Borrower shall cease to consist of a majority of Continuing Directors; or (iii)
a Specified Change of Control shall occur;

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, the Commitments shall immediately terminate and the Loans (with
accrued interest thereon) and all other amounts owing under this Agreement and
the other Loan Documents (including 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 Commitments to be terminated forthwith, whereupon the Revolving
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 (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Loan Documents (including 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). Except as expressly provided above in this
Section, presentment, demand, protest and all other notices of any kind are
hereby expressly waived by the Borrower.

SECTION 9. THE AGENTS

9.1 Appointment. Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each such 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
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 not have any 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.

9.2 Delegation of Duties. 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.

9.3 Exculpatory Provisions. Neither any Agent nor any of their
respective officers, directors, employees, agents, advisors, 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 Agents 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 Agents 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.

9.4 Reliance by Administrative Agent. 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 or email 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 counsel to the Borrower), 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 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 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.

9.5 Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default
unless the Administrative Agent has received notice from a Lender 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); provided 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.

9.6 Non-Reliance on Agents and Other Lenders. Each Lender expressly
acknowledges that neither the Agents nor any of their respective officers,
directors, employees, agents, advisors, attorneys-in-fact or Affiliates have
made any representations or warranties to it and that no act by any 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 any Agent to any Lender. Each Lender represents to the Agents that
it has, independently and without reliance upon any 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 Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon any 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 not have any 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, advisors, attorneys-in-fact
or Affiliates.

9.7 Indemnification. The Lenders agree to indemnify each Agent and its
officers, directors, employees, Affiliates, agents, advisors and controlling
persons (each, an “Agent Indemnitee“) (to the extent not reimbursed by
the Borrower and without limiting the obligation of 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 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 (whether before or after the payment of the
Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in
any way relating to or arising out of, the 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 such Agent Indemnitee under or in connection with any of the
foregoing; provided 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 such Agent Indemnitee’s gross negligence or willful misconduct. The
agreements in this Section shall survive the termination of this Agreement and
the payment of the Loans and all other amounts payable hereunder.

9.8 Agent in Its Individual Capacity. Each 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 such Agent were not an Agent. With
respect to its Loans made or renewed by it and with respect to any Letter of
Credit issued or participated in by it, each 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 an Agent, and the terms “Lender” and
“Lenders” shall include each Agent in its individual capacity.

9.9 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 15 days’ 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 agent for the Lenders, which
successor agent shall (unless an Event of Default under Section 8(a) or Section
8(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 agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
“Administrative Agent” shall mean such successor 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 agent
has accepted appointment as Administrative Agent by the date that is 15 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 agent as provided for above. After any retiring
Administrative Agent’s resignation as Administrative Agent, the provisions of
this Section 9 and of Section 10.5 shall continue to inure to its benefit.

9.10 Documentation Agent and Syndication Agent. Neither the
Documentation Agent nor the Syndication Agent shall have any duties or
responsibilities hereunder in its capacity as such.

SECTION 10. MISCELLANEOUS

10.1 Amendments and Waivers. Neither this Agreement, 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 10.1. 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 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 the Required Lenders or the Administrative Agent, as the case
may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, 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, extend the scheduled
date of any amortization payment in respect of any Term Loan, reduce the stated
rate of any interest or fee payable hereunder (except (x) in connection with the
waiver of applicability of any post-default increase in interest rates (which
waiver shall be effective with the consent of the Majority Facility Lenders of
each adversely affected Facility) and (y) that any amendment or modification of
defined terms used in the financial covenants in this Agreement shall not
constitute a reduction in the rate of interest or fees for purposes of this
clause (i)) or extend the scheduled date of any payment thereof, or increase the
amount or extend the expiration date of any Lender’s Revolving Commitment, in
each case without the written consent of each Lender directly affected thereby;
(ii) eliminate or reduce the voting rights of any Lender under this Section 10.1
without the written consent of such Lender; (iii) 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, except as permitted by Section 7.4, release all or substantially
all of the Subsidiary Guarantors from their obligations under the Guarantee and
Collateral Agreement, in each case without the written consent of all Lenders;
(iv) amend, modify or waive any provision of Section 2.17 without the written
consent of the Majority Facility Lenders in respect of each Facility adversely
affected thereby; (v) reduce the amount of Net Cash Proceeds required to be
applied to prepay Loans under this Agreement without the written consent of the
Majority Facility Lenders with respect to each Facility adversely affected
thereby; (vi) reduce the percentage specified in the definition of Majority
Facility Lenders with respect to any Facility without the written consent of all
Lenders under such Facility; (vii) amend, modify or waive any provision of
Section 9 or any other provision of any Loan Document that affects the
Administrative Agent without the written consent of the Administrative Agent;
(viii) amend, modify or waive any provision of Section 2.6 or 2.7 without the
written consent of the Swingline Lender; (ix) amend, modify or waive any
provision of Section 3 without the written consent of the Issuing Lender; or (x)
amend, modify or waive any provision of Section 2.18 in a manner that is
materially adverse to a Lender without the written consent of such 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. 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.

Notwithstanding the foregoing, this Agreement may be amended (or amended and
restated) with the written consent of the Required Lenders, the Administrative
Agent and the Borrower (a) 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 to
share in the benefits of this Agreement and the other Loan Documents with the
Term Loans and Revolving Extensions of Credit and the accrued interest and fees
in respect thereof and (b) to include appropriately the Lenders holding such
credit facilities in any determination of the Required Lenders and Majority
Facility Lenders.

In addition, notwithstanding the foregoing, this Agreement may be amended
with the written consent of the Administrative Agent, the Borrower and the
Lenders providing the relevant Replacement Term Loans (as defined below) to
permit the refinancing, replacement or modification of all outstanding Tranche A
Term Loans or all outstanding Delayed Draw Term Loans (“Replaced Term
Loans“) with a replacement term loan tranche hereunder (“Replacement Term
Loans“), provided that (a)

the aggregate principal amount of such Replacement Term Loans shall not
exceed the aggregate principal amount of such Replaced Term Loans, (b) the
Applicable Margin for such Replacement Term Loans shall not be higher than the
Applicable Margin for such Replaced Term Loans and (c) the weighted average life
to maturity of such Replacement Term Loans shall not be shorter than the
weighted average life to maturity of such Replaced Term Loans at the time of
such refinancing.

Notwithstanding anything to the contrary contained in this Section 10.1, the
Administrative Agent and the Borrower, in their sole discretion, may amend,
modify or supplement any provision of this Agreement or any other Loan Document
to (i) amend, modify or supplement such provision or cure any ambiguity,
omission, mistake, error, defect or inconsistency, and (ii) to permit additional
Affiliates of the Borrower to guarantee the Obligations and/or provide
Collateral therefor. Such amendments shall become effective without any further
action or consent of any other party to any Loan Document.

Notwithstanding anything in this Agreement or any other Loan Document to the
contrary, the Borrower may enter into amendments to this Agreement and the other
Loan Documents in accordance with Section 2.24, and such amendments shall be
effective to amend the terms of this Agreement and the other applicable Loan
Documents, in each case, without any further action or consent of any other
party to any Loan Document.

10.2 Notices. 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 as follows in the case of the Borrower and the
Administrative Agent, and as set forth in an administrative questionnaire
delivered to the Administrative Agent in the case of the Lenders, or to such
other address as may be hereafter notified by the respective parties hereto:

Borrower:		Advent Software, Inc.
		600 Townsend Street
		5th Floor
		San Francisco, CA 94103

		Attention: James S. Cox, Chief Financial Officer
		Telecopy: (415) 543-5070
		Telephone: (415) 543-7696

Administrative Agent:		JPMorgan Chase Bank, N.A.
		Loan Operations
		30 South Dearborn Street
		7th Floor
		Chicago, IL 60603

		Attention: April Yebd
		Telecopy: (312) 385-7096
		Telephone: (312) 732-2628

		With a copy to:

		JPMorgan Chase Bank, N.A.

		Corporate Client Banking
		560 Mission Street
		19th Floor
		San Francisco, CA 94105

		Attention: Gerardo B. Loera
		Telecopy: (310) 975-1334
		Telephone: (415) 315-8802

		If in connection with any Letter of Credit, with a copy to:

		JPMorgan Chase Bank, N.A.
		Loan Operations
		30 South Dearborn Street
		7th Floor
		Chicago, IL 60603

		Attention: Jetuan Patterson
		Telecopy: (312) 385-7107
		Telephone: (312) 732-2473

provided that any notice, request or demand to or upon the
Administrative Agent or the Lenders shall not be effective until received.

Notices and other communications to the Lenders hereunder may be delivered or
furnished by electronic communications pursuant to procedures approved by the
Administrative Agent; provided that the foregoing shall not apply to
notices pursuant to Section 2 unless otherwise agreed by the Administrative
Agent and the applicable Lender. The Administrative Agent or the Borrower may,
in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it;
provided that approval of such procedures may be limited to particular
notices or communications.

10.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, remedy, power or 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.

10.4 Survival of Representations and Warranties. 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
Loans and other extensions of credit hereunder.

10.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay or
reimburse the Administrative Agent for all its reasonable and (if requested)
documented costs and out-of-pocket expenses incurred in connection with 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 and
administration of the

transactions contemplated hereby and thereby, including the reasonable and
(if requested) documented fees and disbursements of one firm of counsel to the
Administrative Agent and filing and recording fees and expenses, with statements
with respect to the foregoing to be submitted to the Borrower prior to the
Closing Date (in the case of amounts to be paid on the Closing Date) and from
time to time thereafter on a quarterly basis or such other periodic basis as the
Administrative Agent shall deem appropriate, (b) to pay or reimburse each
Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent
for all its reasonable and (if requested) documented costs and out-of-pocket
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 the reasonable and (if requested) documented fees and
disbursements of one firm of counsel to the Lenders, Issuing Lender, Swingline
Lender and Administrative Agent, one local counsel, as necessary, in each
appropriate jurisdiction and, in the case of an actual or perceived conflict of
interest where the Person affected by such conflict informs the Borrower of such
conflict and thereafter retains its own counsel, of another firm of counsel for
each such affected Person, (c) to pay, indemnify, and hold each Lender, the
Issuing Lender, the Swingline Lender and the Administrative Agent harmless 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, that 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, indemnify, and hold each
Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent
and their respective officers, directors, employees, Affiliates, agents,
advisors and controlling persons (each, an “Indemnitee“) harmless 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 any claim, litigation, investigation or
proceeding regardless of whether any Indemnitee is a party thereto and whether
or not the same are brought by the Borrower, its equity holders, Affiliates or
creditors or any other Person, including any of the foregoing relating to the
use of proceeds of the Loans or the violation of, noncompliance with or
liability under, any Environmental Law applicable to the operations of any Group
Member or any of the Properties and the reasonable and (if requested) documented
fees and disbursements of one firm of counsel to all Indemnitees, one local
counsel, as necessary, in each appropriate jurisdiction and, in the case of an
actual or perceived conflict of interest where the Indemnitee affected by such
conflict informs the Borrower of such conflict and thereafter retains its own
counsel, of another firm of counsel for each such affected Indemnitee, in
connection with claims, actions or proceedings by any Indemnitee against any
Loan Party under any Loan Document (all the foregoing in this clause (d),
collectively, the “Indemnified Liabilities“), provided, 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, and
provided, further, that this Section 10.5(d) shall not apply with
respect to Taxes other than any Taxes that represent losses or damages arising
from any non-Tax claim and shall in no event apply with respect to Excluded
Taxes. All amounts due under this Section 10.5 shall be payable not later than
10 days after written demand therefor. Statements payable by the Borrower
pursuant to this Section 10.5 shall be submitted to James S. Cox, Chief
Financial Officer (Telephone No. (415) 543-7696) (Telecopy No. (415) 543-5070),
at the address of the Borrower set forth in Section 10.2, or to such other
Person or address as may be hereafter designated by the Borrower in a written
notice to the Administrative Agent. The agreements in this Section 10.5 shall
survive the termination of this Agreement and the repayment of the Loans and all
other amounts payable hereunder.

10.6 Successors and Assigns; Participations and Assignments. (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective

successors and assigns permitted hereby (including any Affiliate of the
Issuing Lender that issues any Letter of Credit), except that (i) the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment
or transfer by the Borrower without such consent shall be null and void) and
(ii) no Lender may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this Section.

(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any
Lender may assign to one or more assignees (each, an “Assignee“), other
than a natural person or a holding company, investment vehicle, trust or similar
Person operated for the primary benefit of a natural person, all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Commitments and the Loans at the time owing to it) with the prior written
consent of:

(A) the Borrower (such consent not to be unreasonably withheld),
provided that no consent of the Borrower shall be required for an
assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined
below) or, if an Event of Default under Section 8(a) or (f) has occurred and is
continuing, any other Person; and provided, further, that the
Borrower shall be deemed to have consented to any such assignment unless the
Borrower shall object thereto by written notice to the Administrative Agent
within five Business Days after having received written notice thereof; and

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

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

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender
or an Approved Fund or an assignment of the entire remaining amount of the
assigning Lender’s Commitments or Loans under any Facility, the amount of the
Commitments or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than
$5,000,000 (or, in the case of the Delayed Draw Term Facility or the Incremental
Term Facility, $1,000,000) unless each of the Borrower and the Administrative
Agent otherwise consent, provided that (1) no such consent of the
Borrower shall be required if an Event of Default has occurred and is continuing
and (2) such amounts shall be aggregated in respect of each Lender and its
Affiliates or Approved Funds, if any;

(B) (1) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing
and recordation fee of $3,500 and (2) the assigning Lender shall have paid in
full any amounts owing by it to the Administrative Agent; and

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

For the purposes of this Section 10.6, “Approved Fund” means any
Person (other than a natural person) that is engaged in making, purchasing,
holding or investing in bank loans and similar

extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph
(b)(iv) below, from and after the effective date specified in each Assignment
and Assumption the Assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
2.18, 2.19, 2.20 and 10.5). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 10.6
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c) of
this Section.

(iv) The Administrative Agent, acting for this purpose as an agent of the
Borrower, shall maintain at one of its offices a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amount of the
Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof
from time to time (the “Register“). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent, the Issuing Lender and
the Lenders shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary.

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

(c) Any Lender may, without the consent of the Borrower or the Administrative
Agent, sell participations to one or more banks or other entities (a
“Participant“), other than a natural person or a holding company,
investment vehicle, trust or similar Person for the primary benefit of a natural
person, in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitments and the Loans owing to
it); provided that (i) such Lender’s obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations, and (iii) the
Borrower, the Administrative Agent, the Issuing Lender and the other Lenders
shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement. Any agreement
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement;
provided that such agreement may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or
waiver that (i) requires the consent of each Lender directly affected thereby
pursuant to the proviso to the second sentence of Section 10.1 and (ii) directly
affects such Participant. The Borrower agrees that each Participant shall be
entitled to the benefits of Sections 2.18, 2.19 and 2.20 (subject to the
requirements and limitations therein, including the requirements under Section
2.19(f) (it being understood that the documentation required under Section
2.19(f) shall be delivered to the participating Lender)) to the same extent as
if it were a Lender and had

acquired its interest by assignment pursuant to paragraph (b) of this
Section; provided that such Participant (i) agrees to be subject to the
provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph
(b) of this Section and (ii) shall not be entitled to receive any greater
payment under Sections 2.18 or 2.19, with respect to any participation, than its
participating Lender would have been entitled to receive, except to the extent
such entitlement to receive a greater payment results from an 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 that occurs after the Participant acquired the
applicable participation. To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 10.7(b) as though it were a Lender,
provided such Participant shall be subject to Section 10.7(a) as though it were
a Lender. Each Lender that sells a participation shall, acting solely for this
purpose as an agent of the Borrower, maintain a register on which it enters the
name and address of each Participant and the principal amounts (and stated
interest) of each Participant’s interest in the Loans or other obligations under
this Agreement (the “Participant Register“); provided that no
Lender shall have any obligation to disclose all or any portion of the
Participant Register to any Person (including the identity of any Participant or
any information relating to a Participant’s interest in any Commitments, Loans,
Letters of Credit or its other obligations under any Loan Document) except to
the extent that such disclosure is necessary to establish that such Commitment,
Loan, Letter of Credit or other obligation is in registered form under Section
5f.103-1(c) of the United States Treasury Regulations. The entries in the
Participant Register shall be conclusive absent manifest error, and such Lender
shall treat each Person whose name is recorded in the Participant Register as
the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary. Sales to Affiliated Lenders shall be
subject to the restrictions set forth in this Section 10.6(c) with respect to
assignments of Loans and Commitments, mutatis mutandis. Participations
may not be sold to the Borrower or its Subsidiaries.

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

(e) The Borrower, upon receipt of written notice from the relevant Lender,
agrees to issue Notes to any Lender requiring Notes to facilitate transactions
of the type described in paragraph (d) above.

(f) (i) Commitments and Loans may not be assigned to any Affiliated Lender or
the Borrower or its Subsidiaries except in accordance with this paragraph (f).
Any Lender may assign (or sell a participation in) all or any portion of its
Term Loans and Delayed Draw Term Commitments to any Affiliated Lender (other
than the Borrower and its Subsidiaries) in accordance with Sections 10.6(b) and
10.6(c); provided that:

(A) no Default or Event of Default has occurred and is continuing or would
result therefrom;

(B) the assigning Lender and Affiliated Lender purchasing such Lender’s Term
Loans and/or Delayed Draw Term Commitments shall execute and deliver to the
Administrative Agent an assignment agreement substantially in the form of
Exhibit J (an “Affiliated Lender Assignment and Assumption“);

(C) for the avoidance of doubt, Lenders shall not be permitted to assign (i)
Revolving Commitments or Revolving Loans to any Affiliated Lender or (ii) any
Commitments or Loans to the Borrower or its Subsidiaries;

(D) no Term Loan or Delayed Draw Term Commitment may be assigned to an
Affiliated Lender pursuant to this Section 10.6(f) if, after giving effect to
such assignment, Affiliated Lenders in the aggregate would own in excess of 5%
of the principal amount of all Term Loans and Delayed Draw Term Commitments then
outstanding;

(E) the applicable Affiliated Lender shall at each of the time of its
execution of a written trade confirmation in respect of, and at the time of
consummation of, such assignment either (1) affirm the No MNPI Representation or
(2) if it is not able to affirm the No MNPI Representation, inform the assignor
and the assignor will deliver to such Affiliated Lender customary written
assurance that it is a sophisticated investor and is willing to proceed with the
assignment; and

(F) if an Affiliated Lender subsequently assigns the Term Loans and Delayed
Draw Term Commitments acquired by it in accordance with this Section 10.6(f),
such Affiliated Lender shall at the time of such assignment of such Term Loans
and Delayed Draw Term Commitments held by it either (1) affirm the No MNPI
Representation or (2) if it is not able to affirm the No MNPI Representation,
the assignee will deliver to such Affiliated Lender customary written assurance
that it is a sophisticated investor and is willing to proceed with the
assignment.

To the extent not previously disclosed to the Administrative Agent, the
Borrower shall, upon reasonable request of the Administrative Agent (but not
more frequently than once per calendar quarter) report to the Administrative
Agent the amount of Term Loans (by Facility) and Delayed Draw Commitments held
by Affiliated Lenders and the identity of such holders.

(ii) Notwithstanding anything in Section 10.1 or the definition of “Required
Lenders” to the contrary, for purposes of determining whether the Required
Lenders, all affected Lenders or all Lenders have (A) consented (or not
consented) to any amendment, modification, waiver, consent or other action with
respect to any of the terms of any Loan Document or any departure by any Loan
Party therefrom, (B) otherwise acted on any matter related to any Loan Document,
or (C) directed or required the Administrative Agent or any Lender to undertake
any action (or refrain from taking any action) with respect to or under any Loan
Document (collectively, “Required Lender Consent Items“), an Affiliated
Lender shall be deemed to have voted its interest as a Term Lender in the same
proportion as the allocation of voting with respect to such matter by Term
Lenders who are not Affiliated Lenders, unless the result of such Required
Lender Consent Item would reasonably be expected to deprive such Affiliated
Lender of its pro rata share (compared to Term Lenders which are not Affiliated
Lenders) of any payments to which such Affiliated Lender is entitled under the
Loan Documents without such Affiliated Lender providing its consent or such
Affiliated Lender is otherwise adversely affected thereby compared to Term
Lenders which are not Affiliated Lenders (in which case for purposes of such
vote such Affiliated Lender shall have the same voting rights as other Term
Lenders which are not Affiliated Lenders).

(iii) Notwithstanding anything to the contrary in this Agreement, no
Affiliated Lender shall have any right to (x) attend (including by telephone)
any meeting or discussions (or portion thereof) among the Administrative Agent
and any Lenders or among Lenders to which representatives of the Loan Parties
are not invited, (y) receive any information or material prepared by the
Administrative Agent or any Lender or any communication by or among the
Administrative Agent and/or one or more Lenders, except to the extent such
information or material has been made available to any Loan Party or its

representatives (and in any case, other than the right to receive notices of
prepayments and other administrative notices in respect of its Loans required to
be delivered to Lenders pursuant to Section 2) or (z) make or bring (or
participate in, other than as a passive participation in or recipient of its pro
rata share of benefits of) any claim, in its capacity as a Lender, against the
Administrative Agent or any other Lender with respect to any duties or
obligations or alleged duties or obligations of the Administrative Agent or such
other Lender under the Loan Documents.

(iv) The Loan Parties and each Affiliated Lender hereby agree that if a case
under Title 11 of the United States Code is commenced against any Loan Party,
such Loan Party shall seek (and each Affiliated Lender shall consent) to provide
that the vote of any Affiliated Lender (in its capacity as a Lender) with
respect to any plan of reorganization of such Loan Party shall not be counted
except that such Affiliated Lender’s vote (in its capacity as a Lender) may be
counted to the extent any such plan of reorganization proposes to treat the
Obligations held by such Affiliated Lender in a manner that is less favorable in
any material respect to such Affiliated Lender than the proposed treatment of
similar Obligations held by Lenders that are not Affiliates of the Borrower.
Each Affiliated Lender hereby irrevocably appoints the Administrative Agent
(such appointment being coupled with an interest) as such Affiliated Lender’s
attorney-in-fact, with full authority in the place and stead of such Affiliated
Lender and in the name of such Affiliated Lender, from time to time in the
Administrative Agent’s discretion to take any action and to execute any
instrument that the Administrative Agent may deem reasonably necessary to carry
out the provisions of this paragraph.

10.7 Adjustments; Set-off. (a) Except to the extent that this
Agreement or a court order expressly provides for payments to be allocated to a
particular Lender or to the Lenders under a particular Facility, if any Lender
(a “Benefitted Lender“) shall receive any payment of all or part of the
Obligations owing to it (other than in connection with an assignment made
pursuant to Section 10.6), 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 8(f), or otherwise), in a greater proportion
than any such payment to or collateral received by any other Lender, if any, in
respect of the Obligations owing to such other Lender, such Benefitted Lender
shall purchase for cash from the other Lenders a participating interest in such
portion of the Obligations owing to each such other Lender, or 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; provided,
however, 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.

(b) In addition to any rights and remedies of the Lenders provided by law,
each Lender shall have the right, without notice to the Borrower, any such
notice being expressly waived by the Borrower to the extent permitted by
applicable law, upon any Obligations becoming due and payable by the Borrower
(whether at the stated maturity, by acceleration or otherwise), to apply to the
payment of such Obligations, by setoff or otherwise, 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, any Affiliate thereof or any of their respective
branches or agencies to or for the credit or the account of the Borrower;
provided that if any Defaulting Lender shall exercise any such right of
setoff, (i) all amounts so set off shall be paid over immediately to the
Administrative Agent for further application in accordance with the provisions
of this Agreement and, pending such payment, shall be segregated by such
Defaulting Lender from its other funds and deemed held in trust for the benefit
of the Administrative Agent, the Issuing Lender, the Swingline Lender and the
Lenders and (ii) the Defaulting Lender shall provide promptly to the
Administrative Agent a statement describing in reasonable detail the obligations
owing to such Defaulting Lender as to which it exercised such right of

set-off. Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such application made by such Lender,
provided that the failure to give such notice shall not affect the
validity of such application.

10.8 Counterparts. 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 by email or
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.

10.9 Severability. 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.

10.10 Integration. This Agreement and the other Loan Documents
represent the entire agreement of the Borrower, the Administrative Agent and the
Lenders with respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to the subject matter hereof not expressly set
forth or referred to herein or in the other Loan Documents.

10.11 GOVERNING LAW. 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.

10.12 Submission To Jurisdiction; Waivers. Each party hereto hereby
irrevocably and unconditionally:

(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
exclusive jurisdiction of the courts of the State of New York, the courts of the
United States for the Southern District of New York, and appellate courts from
any thereof; provided, that nothing contained herein or in any other Loan
Document will prevent any Lender or the Administrative Agent from bringing any
action to enforce any award or judgment or exercise any right under the Security
Documents or against any Collateral or any other property of any Loan Party in
any other forum in which jurisdiction can be established;

(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;

(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, if to the Administrative
Agent or the Borrower, at its address set forth in Section 10.2 or at such other
address of which the Administrative Agent shall have been notified pursuant
thereto, and if to any other Credit Party, in accordance with Section 10.2;

(d) agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law; and

(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.

10.13 Acknowledgements. The Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery
of this Agreement and the other Loan Documents;

(b) neither the Administrative Agent nor any Lender has any fiduciary
relationship with or duty to the Borrower arising out of or in connection with
this Agreement or any of the other Loan Documents, and the relationship between
Administrative Agent and Lenders, on one hand, and Borrower, on the other hand,
in connection herewith or therewith is solely that of debtor and creditor; and

(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
Lenders or among the Borrower and the Lenders.

10.14 Releases of Guarantees and Liens. (a) Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the
Administrative Agent is hereby irrevocably authorized by each Lender (without
requirement of notice to or consent of any Lender except as expressly required
by Section 10.1) to take any action requested by the Borrower having the effect
of releasing any Collateral or guarantee obligations (i) to the extent necessary
to permit consummation of any transaction not prohibited by any Loan Document or
that has been consented to in accordance with Section 10.1 or (ii) under the
circumstances described in paragraph (b) below.

(b) At such time as the Loans, the Reimbursement Obligations and the other
obligations under the Loan Documents (other than obligations under or in respect
of Specified Swap Agreements or Specified Cash Management Agreements and
unasserted contingent indemnification obligations) shall have been paid in full,
the Commitments have been terminated and no Letters of Credit shall be
outstanding (or shall have been cash collateralized in a manner satisfactory to
the Administrative Agent), the Collateral shall be released from the Liens
created by the Security Documents, and the Security Documents and all
obligations (other than those expressly stated to survive such termination) of
the Administrative Agent and each Loan Party under the Security Documents shall
terminate, all without delivery of any instrument or performance of any act by
any Person.

10.15 Confidentiality. Each Credit Party agrees to keep confidential
all non-public information provided to it by any Loan Party or any Credit Party
pursuant to or in connection with this Agreement that is designated by the
provider thereof as confidential; provided that nothing herein shall
prevent a Credit Party from disclosing any such information (a) to any other
Credit Party or any Affiliate thereof, (b) subject to an agreement to comply
with the provisions of this Section, to any actual or prospective Transferee or
any direct or indirect counterparty to any Swap Agreement (or any professional
advisor to such counterparty), (c) to its employees, directors, agents,
attorneys, accountants and other professional advisors (collectively, its
“Representatives“) or those of any of its Affiliates on a need-to-know
basis who are informed of the confidential nature of such information and are or
have been advised of their obligation to keep information of this type
confidential, (d) upon the request or demand of any Governmental Authority
having jurisdiction over such Credit Party (in which case such Credit Party
shall

promptly notify the Borrower in advance to the extent practicable and
permitted by law), (e) in response to any order of any court or other
Governmental Authority or as may otherwise be required pursuant to any
Requirement of Law, (f) if requested or required to do so in connection with any
litigation or similar proceeding, (g) that has been publicly disclosed other
than by reason of disclosure by such Credit Party, its Affiliates or its
Representatives in breach of this Section, (h) 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 (i)
in connection with the exercise of any remedy hereunder or under any other Loan
Document, or (j) if agreed by the Borrower in its sole discretion, to any other
Person.

Each Lender acknowledges that information furnished to it pursuant to this
Agreement or the other Loan Documents may include material non-public
information concerning the Borrower and its Affiliates and their related parties
or their respective securities, and confirms that it has developed compliance
procedures regarding the use of material non-public information and that it will
handle such material non-public information in accordance with those procedures
and applicable law, including Federal and state securities laws.

All information, including requests for waivers and amendments, furnished by
the Borrower or the Administrative Agent pursuant to, or in the course of
administering, this Agreement or the other Loan Documents will be
syndicate-level information, which may contain material non-public information
about the Borrower and its Affiliates and their related parties or their
respective securities. Accordingly, each Lender represents to the Borrower and
the Administrative Agent that it has identified in its administrative
questionnaire a credit contact who may receive information that may contain
material non-public information in accordance with its compliance procedures and
applicable law, including Federal and state securities laws.

10.16 WAIVERS OF JURY TRIAL. THE BORROWER,
THE ADMINISTRATIVE AGENT 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.

10.17 USA Patriot Act. Each Lender hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Patriot Act”), it is required to
obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender to identify the Borrower in accordance with the
Patriot Act.

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.

	ADVENT SOFTWARE, INC.

	By:	/s/ James S. Cox
		Name: James S. Cox
		Title: Chief Financial Officer


	JPMORGAN CHASE BANK, N.A.,
	as Administrative Agent and as a Lender

	By:	/s/ Gerardo B. Loera
		Name: Gerardo B. Loera
		Title: Authorized Officer


	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Syndication Agent and as a Lender

	By:	/s/ Caroline Peyton
		Name: Caroline Peyton
		Title: Assistant Vice President


	U.S. BANK NATIONAL ASSOCIATION,
	as Documentation Agent and as a Lender

	By:	/s/ Matthew D. Murray
		Name: Matthew D. Murray
		Title: Assistant Vice President and Portfolio Manager


	UNION BANK, N.A.,
	as a Lender

	By:	/s/ Michael J. McCutchin
		Name: Michael J. McCutchin
		Title: Vice President


	COMPASS BANK, an Alabama banking corporation,
	as a Lender

	By:	/s/ Mark Sunderland
		Name: Mark Sunderland
		Title: Senior Vice President

	COMERICA BANK,
	as a Lender

	By:	/s/ Kim Crosslin
		Name: Kim Crosslin
		Title: Vice President


	BANK OF THE WEST,
	as a Lender

	By:	/s/ William Pope
		Name: William Pope
		Title: Vice President

SCHEDULE 1.1

COMMITMENTS

Lender	Revolving Commitment		Tranche A Term Commitment		Delayed Draw Term Commitment		Total Allocation

JPMorgan Chase Bank, N.A.	$	10,000,000.00	$	10,000,000.00	$	10,000,000.00	$	30,000,000.00
Wells Fargo Bank, National Association	$	8,333,333.33	$	8,333,333.34	$	8,333,333.33	$	25,000,000.00
U.S. Bank National Association	$	7,833,333.33	$	7,833,333.34	$	7,833,333.33	$	23,500,000.00
Union Bank, N.A.	$	6,333,333.34	$	6,333,333.33	$	6,333,333.33	$	19,000,000.00
COMPASS BANK	$	5,833,333.34	$	5,833,333.33	$	5,833,333.33	$	17,500,000.00
Comerica Bank	$	5,833,333.33	$	5,833,333.33	$	5,833,333.34	$	17,500,000.00
Bank of the West	$	5,833,333.33	$	5,833,333.33	$	5,833,333.34	$	17,500,000.00
TOTAL	$	50,000,000.00	$	50,000,000.00	$	50,000,000.00	$	150,000,000.00

EXHIBIT A

FORM OF

GUARANTEE AND COLLATERAL AGREEMENT

[See fully executed Guarantee and Collateral Agreement]

EXHIBIT B

FORM OF

COMPLIANCE CERTIFICATE

This Compliance Certificate is delivered pursuant to Section 6.2(b) of the
Credit Agreement, dated as of November 30, 2011 (as amended, supplemented or
otherwise modified from time to time (the “Credit Agreement“), among
ADVENT SOFTWARE, INC., a Delaware corporation (the “Borrower“), the
Lenders party thereto, the Documentation Agent and the Syndication Agent named
therein and JPMORGAN CHASE BANK, N.A., as administrative agent (in such
capacity, the “Administrative Agent“). Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

1. I am the duly elected, qualified and acting [Chief Financial Officer] of
the Borrower.

2. I have reviewed and am familiar with the contents of this Certificate.

3. I have reviewed the terms of the Credit Agreement and the Loan Documents
and have made or caused to be made under my supervision, a review in reasonable
detail of the transactions and condition of the Borrower during the accounting
period covered by the financial statements attached hereto as Attachment
1 (the “Financial Statements“). Such review did not disclose the
existence during or at the end of the accounting period covered by the Financial
Statements, and I have no knowledge of the existence, as of the date of this
Certificate, of any condition or event which constitutes a Default or Event of
Default[, except as set forth below].

4. Attached hereto as Attachment 2 are the computations showing
compliance with the covenants set forth in Section 7.1 of the Credit Agreement.

5. [Attached hereto as Attachment 3 is certain other information
required by Section 6.2(b) of the Credit Agreement.](1)

IN WITNESS WHEREOF, I have executed this Certificate, in my capacity as an
officer of the Borrower and not in any individual capacity, this day of , 201 .


	Name:
	Title:

(1) If applicable, to the extent not previously disclosed to the
Administrative Agent, include (1) a description of any change in the
jurisdiction of organization of any Loan Party, (2) a list of any Intellectual
Property applications and registrations made or acquired by any Loan Party and
any U.S. Intellectual Property applications and registrations to which any
Grantor (as defined in the Guarantee and Collateral Agreement) becomes an
exclusive licensee, and (3) a description of any Person that has become a Group
Member, in each case since the date of the most recent Compliance Certificate.

Attachment 1

to Compliance Certificate

[Attach Financial Statements]

Attachment 2
to Compliance Certificate

The information described herein is as of , , and pertains to the period from
, to , .

[Set forth Covenant Calculations]

EXHIBIT C-1

FORM OF
CLOSING CERTIFICATE

Pursuant to Section 5.1(g) of the Credit Agreement, dated as of November 30,
2011 (as amended, supplemented or otherwise modified from time to time (the
“Credit Agreement“), among ADVENT SOFTWARE, INC., a Delaware corporation
(the “Borrower“), the Lenders party thereto, the Documentation Agent and
the Syndication Agent named therein and JPMORGAN CHASE BANK, N.A., as
administrative agent (in such capacity, the “Administrative Agent“), the
undersigned Chief Executive Officer of the Borrower hereby certifies, in his
capacity as an officer of the Borrower and not in any individual capacity, as
follows:

1. The representations and warranties of each Loan Party set forth in each of
the Loan Documents to which it is a party or which are contained in any
certificate furnished by or on behalf of such Loan Party pursuant to any of the
Loan Documents to which it is a party are true and correct in all material
respects on and as of the date hereof with the same effect as if made on the
date hereof, except for representations and warranties expressly stated to
relate to a specific earlier date, in which case such representations and
warranties were true and correct in all material respects as of such earlier
date.

2. No Default or Event of Default has occurred and is continuing as of the
date hereof or after giving effect to the Loans to be made on the date hereof
and the use of proceeds thereof.

3. The conditions precedent set forth in Section 5.1 of the Credit Agreement
were satisfied as of the Closing Date.

IN WITNESS WHEREOF, the undersigned has hereunto set his name as of the date
set forth below.

	By:
	Name:
	Title:

	Date:		, 2011

EXHIBIT C-2

FORM OF
SECRETARY’S CERTIFICATE

The undersigned, being the duly elected, qualified and acting Secretary of
[LOAN PARTY] (the “Company“), does hereby certify, as of November [ ],
2011, pursuant to the Credit Agreement, dated as of the date hereof (the
“Credit Agreement“) by and among Advent Software, Inc., the lenders from
time to time party thereto and JPMorgan Chase Bank, N.A., as administrative
agent, that:

1. Attached hereto as Exhibit A is a true and complete copy of the
[Certificate/Articles] of [Incorporation/Formation], including all amendments
thereto, of the Company, certified by the [CERTIFYING AUTHORITY], as in effect
on and as of the date hereof;

2. Attached hereto as Exhibit B is a true and complete copy of the
[Bylaws/Operating Agreement] of the Company, as in effect on and as of the date
hereof;

3. Attached hereto as Exhibit C is a true and complete copy of the
resolutions adopted by the [Board of Directors/Sole Member] of the Company
relating to the authorization, execution, delivery and performance of the Loan
Documents to which the Company is a party, and such resolutions have not been
amended, annulled, rescinded or revoked and remain in full force and effect; and

4. Each of the following persons is, on and as of the date hereof, a duly
elected officer of the Company holding the offices set opposite his or her name,
and is authorized to sign the Loan Documents to which the Company is a party,
and the signature set opposite his name is the true signature of said officer:

Name	Office	Signature

IN WITNESS WHEREOF, the undersigned has executed this certificate, solely as
an officer of the Company and not in any individual capacity, as of the date
first written above.

	By:
	Name:
	Title:

The undersigned, being the [TITLE] of the Company, hereby certifies that
[NAME] is the duly elected, qualified and acting [TITLE] of the Company and that
the above signature is his genuine signature.

IN WITNESS WHEREOF, the undersigned has executed this certificate, solely as
an officer of the Company and not in any individual capacity, as of the date
first written above.

	By:
	Name:
	Title:

EXHIBIT D

FORM OF
ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption“) is
dated as of the Effective Date set forth below and is entered into between the
Assignor named below (the “Assignor“) and the Assignee named below (the
“Assignee“). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
“Credit Agreement“), receipt of a copy of which is hereby acknowledged by
the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part
of this Assignment and Assumption as if set forth herein in full.

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

1.	Assignor:

2.	Assignee:
		[and is a Lender or an Affiliate/Approved Fund of [identify Lender]
(1)]

3.	Borrower:	ADVENT SOFTWARE, INC.

4.	Administrative Agent:	JPMORGAN CHASE BANK, N.A., as administrative agent under the Credit Agreement

5.	Credit Agreement:	The Credit Agreement, dated as of November 30, 2011, among Advent Software, Inc., the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties thereto

(1) Select as applicable.

Assigned Interest:

Facility Assigned(2)	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans(3)
	$	$		%
	$	$		%
	$	$		%

Effective Date: , 201 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL
BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee agrees to deliver to the Administrative Agent a completed
administrative questionnaire in which the Assignee designates one or more credit
contacts to whom all syndicate-level information (which may contain material
non-public information about the Borrower, the Loan Parties and their Affiliates
or their respective securities) will be made available and who may receive such
information in accordance with the Assignee’s compliance procedures and
applicable laws, including Federal and state securities laws.

[Signature pages follow]

(2)	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Tranche A Term Commitment,” “Delayed Draw Term Commitment”).

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

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

	ASSIGNOR


	NAME OF ASSIGNOR


	By:
	Title:


	ASSIGNEE


	NAME OF ASSIGNEE


	By:
	Title:

[Consented to and](4) Accepted:

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


By
Title:


[Consented to:

ADVENT SOFTWARE, INC.,
as Borrower


By
Title:] (5)

(4) To be added only if the consent of the Administrative Agent is required
by the terms of the Credit Agreement.

(5) To be added only if the consent of the Borrower is required by the terms
of the Credit Agreement.

ANNEX 1

RE: The Credit Agreement, dated as of November 30, 2011,
among Advent Software, Inc., the Lenders parties thereto,
JPMorgan Chase Bank, N.A., as Administrative Agent,
and the other agents parties thereto

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

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

1.2. Assignee. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
satisfies the requirements, if any, specified in the Credit Agreement that are
required to be satisfied by it in order to acquire the Assigned Interest and
become a Lender, (iii) from and after the Effective Date, it shall be bound by
the provisions of the Credit Agreement as a Lender thereunder and, to the extent
of the Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it has received a copy of the Credit Agreement, together with copies of the
most recent financial statements delivered pursuant to Section 6.1 thereof, and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and Assumption
and to purchase the Assigned Interest on the basis of which it has made such
analysis and decision independently and without reliance on the Administrative
Agent or any other Lender and (v) if it is a Non-U.S. Lender, attached to the
Assignment and Assumption is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee and (b) agrees that (i) it will, independently and without reliance
on the Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan
Documents and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.

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

3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Assumption
by email or telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the law of the State of
New York.

EXHIBIT F-1

FORM OF
U.S. TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Lenders That Are Not Partnerships For U.S.
Federal Income Tax Purposes)

Reference is made to the Credit Agreement, dated as of November 30, 2011 (as
amended, supplemented or otherwise modified from time to time (the “Credit
Agreement“), among ADVENT SOFTWARE, INC. (the “Borrower“), the
Lenders parties thereto, the Documentation Agent and the Syndication Agent named
therein and JPMORGAN CHASE BANK, N.A., as administrative agent (in such
capacity, the “Administrative Agent“). Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

Pursuant to the provisions of Section 2.19 of the Credit Agreement, the
undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of
which it is providing this certificate, (ii) it is not a bank within the meaning
of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv)
it is not a controlled foreign corporation related to the Borrower as described
in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with
a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing
this certificate, the undersigned agrees that (1) if the information provided on
this certificate changes, the undersigned shall promptly so inform the Borrower
and the Administrative Agent, and (2) the undersigned shall have at all times
furnished the Borrower and the Administrative Agent with a properly completed
and currently effective certificate in either the calendar year in which each
payment is to be made to the undersigned, or in either of the two calendar years
preceding such payments.

[NAME OF LENDER]

By:
	Name:
	Title:

Date: , 20

EXHIBIT F-2

FORM OF
U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S.
Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.19 of the Credit Agreement, the
undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the participation in respect of which it is providing this certificate, (ii)
it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii)
it is not a ten percent shareholder of the Borrower within the meaning of
Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign
corporation related to the Borrower as described in Section 881(c)(3)(C) of the
Code.

The undersigned has furnished its participating Lender with a certificate of
its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform such Lender in writing, and
(2) the undersigned shall have at all times furnished such Lender with a
properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the
two calendar years preceding such payments.

[NAME OF PARTICIPANT]

By:
	Name:
	Title:

Date: , 201

EXHIBIT F-3

FORM OF
U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S.
Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.19 of the Credit Agreement, the
undersigned hereby certifies that (i) it is the sole record owner of the
participation in respect of which it is providing this certificate, (ii) its
direct or indirect partners/members are the sole beneficial owners of such
participation, (iii) with respect such participation, neither the undersigned
nor any of its direct or indirect partners/members is a bank extending credit
pursuant to a loan agreement entered into in the ordinary course of its trade or
business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of
its direct or indirect partners/members is a ten percent shareholder of the
Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of
its direct or indirect partners/members is a controlled foreign corporation
related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY
accompanied by one of the following forms from each of its partners/members that
is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an
IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such
partner’s/member’s beneficial owners that is claiming the portfolio interest
exemption. By executing this certificate, the undersigned agrees that (1) if the
information provided on this certificate changes, the undersigned shall promptly
so inform such Lender and (2) the undersigned shall have at all times furnished
such Lender with a properly completed and currently effective certificate in
either the calendar year in which each payment is to be made to the undersigned,
or in either of the two calendar years preceding such payments.

[NAME OF PARTICIPANT]

By:
	Name:
	Title:

Date: , 201

EXHIBIT F-4

FORM OF
U.S. TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Lenders That Are Partnerships For U.S. Federal
Income Tax Purposes)

Pursuant to the provisions of Section 2.19 of the Credit Agreement, the
undersigned hereby certifies that (i) it is the sole record owner of the Loan(s)
(as well as any Note(s) evidencing such Loan(s)) in respect of which it is
providing this certificate, (ii) its direct or indirect partners/members are the
sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such
Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit
Agreement or any other Loan Document, neither the undersigned nor any of its
direct or indirect partners/members is a bank extending credit pursuant to a
loan agreement entered into in the ordinary course of its trade or business
within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct
or indirect partners/members is a ten percent shareholder of the Borrower within
the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or
indirect partners/members is a controlled foreign corporation related to the
Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with
IRS Form W-8IMY accompanied by one of the following forms from each of its
partners/members that is claiming the portfolio interest exemption: (i) an IRS
Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from
each of such partner’s/member’s beneficial owners that is claiming the portfolio
interest exemption. By executing this certificate, the undersigned agrees that
(1) if the information provided on this certificate changes, the undersigned
shall promptly so inform the Borrower and the Administrative Agent, and (2) the
undersigned shall have at all times furnished the Borrower and the
Administrative Agent with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to
the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF LENDER]

By:
	Name:
	Title:

Date: , 201

EXHIBIT G-1

FORM OF
INCREASED FACILITY ACTIVATION NOTICE:INCREMENTAL TERM LOANS

To: JPMorgan Chase Bank, N.A., as Administrative Agent
under the Credit Agreement referred to below

Reference is made to the Credit Agreement, dated as of November 30, 2011 (as
amended, supplemented or modified from time to time, the “Credit
Agreement“), among Advent Software, Inc. (the “Borrower“), the
several banks and other financial institutions or entities parties thereto (the
“Lenders“), the Documentation Agent and the Syndication Agent named
therein and JPMorgan Chase Bank, N.A., as administrative agent (the
“Administrative Agent“). Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Credit Agreement.

This notice is an Increased Facility Activation Notice referred to in the
Credit Agreement, and the Borrower and each Lender party hereto hereby notify
you pursuant to Section 2.24(a) of the Credit Agreement that:

1. Each Lender party hereto agrees to make an Incremental Term Loan in the
amount set forth opposite such Lender’s name on the signature pages hereof under
the caption “Incremental Term Loan Amount”.

2. The Increased Facility Closing Date is .

3. The aggregate principal amount of Incremental Term Loans contemplated
hereby is $ .

4. The Incremental Term Loan of each Lender party hereto shall mature in
consecutive installments, commencing on , 201 , each of which shall be in an
amount equal to (i) the percentage which the principal amount of such Lender’s
Incremental Term Loan made on the Increased Facility Closing Date constitutes of
the aggregate principal amount of Incremental Term Loans made on the Increased
Facility Closing Date multiplied by (ii) the amount set forth below opposite
such installment:

Installment

Principal Amount

[Insert installment dates and amounts]

5. The Incremental Term Maturity Date for the Incremental Term Loans
contemplated hereby is , 20 .

6. The Applicable Margin for the Incremental Term Loans contemplated hereby
is % per annum in the case of Eurodollar Loans and % per annum in the case of
ABR Loans. [INSERT GRID IF APPLICABLE]

7. The agreement of each Lender party hereto to make an Incremental Term Loan
on the Increased Facility Closing Date is subject to the satisfaction of the
following conditions precedent:

(a) The Administrative Agent shall have received this notice, executed and
delivered by the Borrower and each Lender party hereto.

(b) [Insert other applicable conditions precedent, including, without
limitation, delivery of a closing certificate from the Borrower and amendments
to the Security Documents (to the extent necessary) and other conditions set
forth in the Credit Agreement.]

(c) After giving effect to the making of the Incremental Term Loans
contemplated hereby on the Increased Facility Closing Date, (i) each of the
representations and warranties made by any Loan Party in or pursuant to the Loan
Documents shall be true and correct in all material respects on and as of such
date as if made on and as of such date, except to the extent such
representations and warranties specifically refer to an earlier date, in which
case it shall be true and correct in all material respects as if made on and as
of such date, and (ii) no Default or Event of Default shall have occurred and be
continuing.

[8. Insert other terms applicable to the Incremental Term Loans that do not
apply to other Term Loans.]

[Signature page follows]

		[NAME OF BORROWER]


		By:
			Name:
			Title:


Incremental Term Loan Amount		[NAME OF LENDER]
$

		By:
			Name:
			Title:


CONSENTED TO:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent


By:
	Name:
	Title:

EXHIBIT G-2

FORM OF
INCREASED FACILITY ACTIVATION NOTICE:INCREMENTAL REVOLVING COMMITMENTS

To: JPMorgan Chase Bank, N.A., as Administrative Agent
under the Credit Agreement referred to below

This notice is an Increased Facility Activation Notice referred to in the
Credit Agreement, and the Borrower and each of the Lenders party hereto hereby
notify you, pursuant to Section 2.24(a) of the Credit Agreement that:

1. Each Lender party hereto agrees to obtain a Revolving Commitment or
increase the amount of its Revolving Commitment as set forth opposite such
Lender’s name on the signature pages hereof under the caption “Incremental
Revolving Commitment Amount”.

2. The Increased Facility Closing Date is .

3. The aggregate amount of incremental Revolving Commitments contemplated
hereby is $ .

4. The agreement of each Lender party hereto to obtain an incremental
Revolving Commitment on the Increased Facility Closing Date is subject to the
satisfaction of the following conditions precedent:

(a) The Administrative Agent shall have received this notice, executed and
delivered by the Borrower and each Lender party hereto.

(c) (i) Each of the representations and warranties made by any Loan Party in
or pursuant to the Loan Documents shall be true and correct in all material
respects on and as of such date as if made on and as of such date, except to the
extent such representations and warranties specifically refer to an earlier
date, in which case it shall be true and correct in all material respects as if
made on and as of such date, and (ii) no Default or Event of Default shall have
occurred and be continuing.

[Signature page follows]

		[NAME OF BORROWER]


		By:
			Name:
			Title:


Incremental Revolving Commitment Amount		[NAME OF LENDER]
$

		By:
			Name:
			Title:


CONSENTED TO:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent


By:
	Name:
	Title:

EXHIBIT H

FORM OF
NEW LENDER SUPPLEMENT

SUPPLEMENT, dated , to the Credit Agreement, dated as of November 30, 2011
(as amended, supplemented or modified from time to time, the “Credit
Agreement“), among Advent Software, Inc. (the “Borrower“), the
several banks and other financial institutions or entities parties thereto (the
“Lenders“), the Documentation Agent and the Syndication Agent named
therein and JPMorgan Chase Bank, N.A., as administrative agent (the
“Administrative Agent“). Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Credit Agreement provides in Section 2.24(b) thereof that any
bank, financial institution or other entity may become a party to the Credit
Agreement with the consent of the Borrower and the Administrative Agent (which
consent shall not be unreasonably withheld) in connection with a transaction
described in Section 2.24(a) thereof by executing and delivering to the Borrower
and the Administrative Agent a supplement to the Credit Agreement in
substantially the form of this Supplement; and

WHEREAS, the undersigned now desires to become a party to the Credit
Agreement;

NOW, THEREFORE, the undersigned hereby agrees as follows:

1. The undersigned agrees to be bound by the provisions of the Credit
Agreement, and agrees that it shall, on the date this Supplement is accepted by
the Borrower and the Administrative Agent, become a Lender for all purposes of
the Credit Agreement to the same extent as if originally a party thereto, with
[an Incremental Term Loan] [a Revolving Commitment] of $ .

2. The undersigned (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Supplement and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any,
specified in the Credit Agreement that are required to be satisfied by it in
order to become a Lender, (iii) it has received a copy of the Credit Agreement,
together with copies of the most recent financial statements delivered pursuant
to Section 6.1 thereof, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Supplement on the basis of which it has made such analysis and decision
independently and without reliance on the Administrative Agent or any other
Lender and (iv) if it is a Non-U.S. Lender, attached to this Supplement is any
documentation required to be delivered by it pursuant to the terms of the Credit
Agreement, duly completed and executed by the undersigned, and (b) agrees that
(i) it will, independently and without reliance on 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 decisions in taking or
not taking action under the Loan Documents and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.

3. The undersigned’s address for notices for the purposes of the Credit
Agreement is as follows:

IN WITNESS WHEREOF, the undersigned has caused this Supplement to be executed
and delivered by a duly authorized officer on the date first above written.

		[NAME OF LENDER]


		By:
			Name:
			Title:


Accepted this day of , 201 :

[NAME OF BORROWER]


By:
	Name:
	Title:


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


By:
	Name:
	Title:

EXHIBIT I

FORM OF SOLVENCY CERTIFICATE

This Solvency Certificate is delivered pursuant to Section 5.1(k) of the
Credit Agreement, dated as of November 30, 2011 (the “Credit Agreement“;
unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement), among
Advent Software, Inc., as Borrower, the several banks and other financial
institutions or entities from time to time parties to thereto as lenders, the
Documentation Agent and the Syndication Agent named therein and JPMorgan Chase
Bank, N.A., as Administrative Agent.

I, James S. Cox, the Chief Financial Officer of the Borrower, DO HEREBY
CERTIFY on behalf of the Borrower, in my capacity as an officer of the Borrower
and not in any individual capacity, that as of the date hereof, after giving
effect to the making of the Loans under the Credit Agreement on the date hereof:

1. The amount of the “fair value” of the assets of the Borrower and its
Subsidiaries, on a consolidated basis, exceeds the amount of all “liabilities,
contingent or otherwise,” of the Borrower and its Subsidiaries, on a
consolidated basis, as such quoted terms are determined in accordance with
applicable federal and state laws governing determinations of the insolvency of
debtors.

2. The present fair saleable value of the assets of the Borrower and its
Subsidiaries, on a consolidated basis, is greater than the amount that will be
required to pay the liability of the Borrower and its Subsidiaries, on a
consolidated basis, on its debts as such debts become absolute and matured.

3. The Borrower and its Subsidiaries, on a consolidated basis, do not have an
unreasonably small amount of capital with which to conduct their business.

4. The Borrower and its Subsidiaries, on a consolidated basis, will be able
to pay their debts as they mature.

5. For purposes of this Solvency Certificate, (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.

6. The undersigned is familiar with the business and financial position of
the Borrower and its Subsidiaries.

IN WITNESS WHEREOF, I have executed this Solvency
Certificate as of this day of November, 2011.


Name: James S. Cox
Title: Chief Financial Officer

EXHIBIT J

FORM OF
AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION

This Affiliated Lender Assignment and Assumption (the “Affiliated Lender
Assignment and Assumption“) is dated as of the Effective Date set forth
below and is entered into between the Assignor named below (the
“Assignor“) and the Assignee named below (the “Assignee“).
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (as amended, the “Credit
Agreement“), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of
this Affiliated Lender Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent below (i) all of the Assignor’s rights and obligations
in its capacity as a Lender under the Credit Agreement and any other documents
or instruments delivered pursuant thereto to the extent related to the amount
and percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below
(including any letters of credit, guarantees, and swingline loans included in
such facilities) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including contract claims, tort claims, malpractice claims, statutory claims and
all other claims at law or in equity related to the rights and obligations sold
and assigned pursuant to clause (i) above (the rights and obligations sold and
assigned pursuant to clauses (i) and (ii) above being referred to herein
collectively as the “Assigned Interest“). Such sale and assignment is
without recourse to the Assignor and, except as expressly provided in this
Affiliated Lender Assignment and Assumption, without representation or warranty
by the Assignor. For the avoidance of doubt, Lenders shall not be
permitted to assign (i) Revolving Commitments or Revolving Loans to any
Affiliated Lender or (ii) any Commitments or Loans to the Borrower or its
Subsidiaries.

1.	Assignor:

2.	Assignee:
		[and is an Affiliated Lender]

3.	Borrower:	ADVENT SOFTWARE, INC.

4.	Administrative Agent:	JPMORGAN CHASE BANK, N.A., as administrative agent under the Credit Agreement

Credit Agreement:

The Credit Agreement, dated as of November 30, 2011, among Advent Software,
Inc., the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative
Agent, and the other agents parties thereto

Assigned Interest:

Facility Assigned(1)	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans(2)
	$	$		%
	$	$		%
	$	$		%

Effective Date: , 201 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL
BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

[Signature pages follow]

(1) Fill in the appropriate terminology for the types of facilities under the
Credit Agreement that are being assigned under this Assignment (e.g., “Tranche A
Term Commitment,” “Delayed Draw Term Commitment”).

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

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

	ASSIGNOR


	NAME OF ASSIGNOR


	By:
		Title:


	ASSIGNEE


	NAME OF ASSIGNEE


	By:
		Title:

Consented to and Accepted:

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


By
	Title:


Consented to:

ADVENT SOFTWARE, INC.,
as Borrower


By
	Title:

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR

AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

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

1.2. Assignee. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Affiliated Lender Assignment and Assumption and to consummate the
transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it is legally authorized to enter into this Affiliated Lender
Assignment and Assumption, (iii) it is an Affiliated Lender pursuant to the
Credit Agreement, (iv) after giving effect to this Affiliated Lender Assignment
and Assumption Affiliated Lenders in the aggregate will not own in excess of 5%
of the principal amount of all Term Loans and Delayed Draw Term Commitments then
outstanding, (v) it satisfies the other requirements, if any, specified in the
Credit Agreement that are required to be satisfied by it in order to acquire the
Assigned Interest and become a Lender, (vi) from and after the Effective Date,
it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (vii) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 6.1 thereof, and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Affiliated Lender Assignment and Assumption and to
purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on the Administrative Agent or
any other Lender and (viii) if it is a Non-U.S. Lender, attached to the
Affiliated Lender Assignment and Assumption is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by the Assignee and (b) agrees that (i) it will, independently and
without reliance on the Administrative Agent, the Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents and (ii) it will perform in accordance with their terms
all of the obligations which by the terms of the Loan Documents are required to
be performed by it as a Lender.

[1.3. No MNPI Representation. The Assignee further represents and
warrants that [it is not in possession of any material Nonpublic Information
regarding the Borrower and its Subsidiaries or the Loans or securities of any of
them that has not been disclosed to the Lenders generally (other than Lenders
who elect not to receive such information). For purposes of this definition (i)
“Nonpublic Information” means information which has not been disseminated in a
manner making it available to investors generally, within the meaning of
Regulation FD, and (ii) “material Nonpublic Information” shall mean Nonpublic
Information that would reasonably be expected to be material to a decision by
any Lender to acquire any Term Loans or Delayed Draw Term Commitments or to
enter into any of the transactions contemplated thereby or would otherwise be
material for purposes of United States Federal and state securities laws][it has
informed the Assignor that it is unable to affirm the No MNPI Representation and
has received from the Assignor customary written assurance that the Assignor is
a sophisticated investor and is willing to proceed with the assignment].](1)

[1.3. No MNPI Representation. The Assignor further represents and
warrants that [it is not in possession of any material Nonpublic Information
regarding the Borrower and its Subsidiaries or the Loans or securities of any of
them that has not been disclosed to the Lenders generally (other than Lenders
who elect not to receive such information). For purposes of this definition (i)
“Nonpublic Information” means information which has not been disseminated in a
manner making it available to investors generally, within the meaning of
Regulation FD, and (ii) “material Nonpublic Information” shall mean Nonpublic
Information that would reasonably be expected to be material to a decision by
any Lender to acquire any Term Loans or Delayed Draw Term Commitments or to
enter into any of the transactions contemplated thereby or would otherwise be
material for purposes of United States Federal and state securities laws][it has
received from the Assignee customary written assurance that it is a
sophisticated investor and is willing to proceed with the assignment].](2)

3. General Provisions. (a) The Assignee shall not have any right to
(x) attend (including by telephone) any meeting or discussions (or portion
thereof) among the Administrative Agent and any Lenders or among Lenders to
which representatives of the Loan Parties are not invited, (y) receive any
information or material prepared by the Administrative Agent or any Lender or
any communication by or among the Administrative Agent and/or one or more
Lenders, except to the extent such information or material has been made
available to any Loan Party or its representatives (and in any case, other than
the right to receive notices of prepayments and other administrative notices in
respect of its Loans required to be delivered to Lenders pursuant to Section 2
of the Credit Agreement) or (z) make or bring (or participate in, other than as
a passive participation in or recipient of its pro rata share of benefits of)
any claim, in its capacity as a Lender, against the Administrative Agent or any
other Lender with respect to any duties or obligations or alleged duties or
obligations of the Administrative Agent or such other Lender under the Loan
Documents.

(b) If a case under Title 11 of the United States Code is commenced against
any Loan Party, such Loan Party shall seek (and the Assignee shall consent) to
provide that the vote of the Assignee (in its capacity as a Lender) with respect
to any plan of reorganization of such Loan Party shall not be counted

(1) Applicable in the case of an assignment to an Affiliated Lender.

(2) Applicable in the case of an assignment by an Affiliated Lender.

except that the Assignee’s vote (in its capacity as a Lender) may be counted
to the extent any such plan of reorganization proposes to treat the Obligations
held by the Assignee in a manner that is less favorable in any material respect
to the Assignee than the proposed treatment of similar Obligations held by
Lenders that are not Affiliates of the Borrower. The Assignee hereby irrevocably
appoints the Administrative Agent (such appointment being coupled with an
interest) as the Assignee’s attorney-in-fact, with full authority in the place
and stead of the Assignee and in the name of the Assignee, from time to time in
the Administrative Agent’s discretion to take any action and to execute any
instrument that the Administrative Agent may deem reasonably necessary to carry
out the provisions of this paragraph (b).

(c) This Affiliated Lender Assignment and Assumption shall be binding upon,
and inure to the benefit of, the parties hereto and their respective successors
and assigns. This Affiliated Lender Assignment and Assumption may be executed in
any number of counterparts, which together shall constitute one instrument.
Delivery of an executed counterpart of a signature page of this Affiliated
Lender Assignment and Assumption by email or telecopy shall be effective as
delivery of a manually executed counterpart of this Affiliated Lender Assignment
and Assumption.

(d) The rights and obligations of the Assignee with respect to the Assigned
Interest are subject to Section 10.6(f) of the Credit Agreement. The
effectiveness of this Affiliated Lender Assignment and Assumption is subject to
satisfaction of the conditions set forth in Section 10.6(f) of the Credit
Agreement.

This Affiliated Lender Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.

EXHIBIT K

FORM OF
BORROWING NOTICE

JPMorgan Chase Bank, N.A.
Loan Operations
30 South Dearborn Street, 7th Floor
Chicago, IL 60603
Attention: April Yebd
Telecopy: (312) 385-7096

with a copy to:

JPMorgan Chase Bank, N.A.
Corporate Client Banking
560 Mission Street, 19th Floor
San Francisco, CA 94105
Attention: Gerardo B. Loera
Telecopy: (310) 975-1334

[Date]

Reference is made to the Credit Agreement, dated [on our about](1)[as of]
November 30, 2011 (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement“), among Advent Software, Inc. (the
“Borrower“), the several banks and other financial institutions from time
to time parties thereto (the “Lenders“), U.S. Bank, N.A., as
documentation agent, Wells Fargo Bank, National Association, as syndication
agent and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity,
the “Administrative Agent“). Terms defined in the Credit Agreement are
used herein with the same meanings.

The Borrower hereby requests a borrowing of [Tranche A Term Loans](2)[Delayed
Draw Term Loans][Revolving Loans] pursuant to, and in accordance with, Section
[2.2][2.5] of the Credit Agreement and specifies the following information with
respect to the Loans hereby requested:

Principal amount of [Tranche A Term Loans][Delayed Draw Term Loans][Revolving
Loans]: $ .

Borrowing Date (which is a Business Day): .

Type of Loan: .(3)

[Interest Period: .](4)

(1) Closing Date only.

(2) Closing Date only.

(3) Eurodollar Loan or ABR Loan.

Location and number of account to which proceeds of the Loans are to be
disbursed: .

The Borrower hereby represents and warrants to the Administrative Agent and
the Lenders that, on the Borrowing Date, (i) the conditions to lending specified
in [Section 5.1 and](5) Section 5.2 of the Credit Agreement are and will be
satisfied and (ii) the representations and warranties contained in the Credit
Agreement and the other Loan Documents are and will be true and correct in all
material respects, before and after giving effect to the Loans hereby requested
and to the application of the proceeds thereof, as though made on such date,
except to the extent that such representations and warranties expressly relate
to an earlier date.

The Borrower agrees to indemnify each Lender for, and to hold each Lender
harmless from, any loss or expense that such Lender may sustain or incur as a
consequence of default by the Borrower in making a borrowing of Eurodollar Loans
after the Borrower has given notice hereby requesting the same in accordance
with the provisions of the Credit Agreement [as if the Credit Agreement were in
full force and effect on the date hereof](6).

Very truly yours,

ADVENT SOFTWARE, INC.


By:
	Name:	James S. Cox
	Title:	Chief Financial Officer

(4) Eurodollar Loans only. Must comply with the definition of “Interest
Period” in the Credit Agreement.

(5) Closing Date only.

(6) Closing Date only.

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