8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): October 5, 2005

VENTIV HEALTH, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

                                                                                                0-30318                                                                                  52-2181734

      -------------------------------------                                            
60;        ------------------------------------

                                                                               ( Commission File Number)                                                 (I.R.S. Employer Identification No.)

VANTAGE COURT NORTH

200 COTTONTAIL LANE

SOMERSET, NEW JERSEY 08873

(Address of Principal Executive offices) (Zip Code)

(800) 416-0555

(Registrant's Telephone Number, Including Area Code

N/A

(Former Name or Former Address, if changed Since Last Report)

VENTIV HEALTH, INC.

CURRENT REPORT ON FORM 8-K

Item 1.01. Entry into a Material Definitive Agreement.

The information set forth in Items 2.01 and 2.03 below is incorporated by reference.

As of October 5, 2005, Ventiv Health, Inc. (“Ventiv”) entered into agreements with each of its executive officers and directors providing for indemnification of such persons on customary terms and conditions. The form of such indemnification agreements is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 2.01 Completion of Acquisition or Disposition of Assets

On October 5, 2005, Ventiv completed the previously announced acquisition (the “Acquisition”) of all of the outstanding capital stock of inChord Communications, Inc. (“inChord”). The transaction was consummated pursuant to a definitive agreement dated September 6, 2005 (the “Acquisition Agreement”). Prior to the execution of the Acquisition Agreement, there were no material relationships between the Ventiv and inChord or its shareholders.

The closing consideration for the acquired capital stock consisted of promissory notes in an aggregate principal amount of $193,766,832 (the “Purchase Price Notes”). The Purchase Price Notes were repaid in accordance with their terms on October 7, 2005 by the delivery to the former shareholders of inChord of $177,212,595 in cash and 500,496 unregistered shares of the Common Stock, par value $0.001 per share, of Ventiv (“Common Stock”) and the cancellation (by way of offset against amounts due under the Purchase Price Notes) of $4,054,336 in indebtedness owing by certain of such shareholders to inChord. In addition to the closing consideration, the purchase price for the capital stock includes an earn-out provision pursuant to which inChord’s former shareholders will become entitled to additional consideration, which may be material, if inChord achieves specified financial targets during 2005 through 2007. A portion of this additional consideration may, at Ventiv’s option, be satisfied by the issuance of unregistered shares of Common Stock. A copy of the Acquisition Agreement is attached hereto as Exhibit 2.1 and is incorporated by reference herein.

As discussed in Item 5.02 below, upon the completion of the Acquisition, R. Blane Walter, the President and Chief Executive Officer of inChord, was appointed to the Board of Directors of Ventiv. Mr. Walter is deemed to be an executive officer of Ventiv following the Acquisition. inChord and Mr. Walter are party to an employment agreement that became effective as of October 5, 2005. The employment agreement provides for payment to Mr. Walter of a base salary of $387,000 per annum and contains other customary terms and conditions. The obligations of inChord under Mr. Walter’s employment agreement are guaranteed by Ventiv. A copy of Mr. Walter’s employment agreement is attached hereto as Exhibit 10.2 and is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The cash portion of the consideration used to repay the Purchase Price Notes was funded principally through a borrowing under a Credit Agreement dated as of October 5, 2005 among Ventiv, certain of its subsidiaries (including inChord and certain of inChord’s subsidiaries) as guarantors, the lenders party thereto, UBS Securities LLC, as bookmanager and as joint lead arranger, KeyBank N.A. as documentation agent, UBS Loan Finance LLC, as swingline lender, UBS AG, Stamford Branch, as issuing bank, as administrative agent for the Lenders and as collateral agent, Banc of America Securities LLC, as joint lead arranger, and Bank of America, N.A., as syndication agent (the “Credit Agreement”). The Credit Agreement provides for an unsecured term loan of $175 million which was made available to Ventiv in a single drawing, a $50 million revolving credit facility, of which $5 million is available for the issuance of letters of credit, and a swingline facilty.

The term loan will mature on the sixth anniversary of the Credit Agreement, with scheduled quarterly amortization of 1% per year during years one through five and 95% during year six. The revolving loans will mature on the sixth anniversary of the Credit Agreement. Amounts advanced under the Credit Agreement must be prepaid with a percentage, determined based on a leverage test set forth in the Credit Agreement, of Excess Cash Flow (as defined in the Credit Agreement) and the proceeds of certain non-ordinary course asset sales and certain issuances of debt obligations or equity securities of Ventiv and its subsidiaries, subject to certain exceptions. Ventiv may elect to prepay the loans, in whole or in part at any time, in certain minimum principal amounts, without penalty or premium (other than normal LIBOR break funding costs). Amounts borrowed under the Credit Agreement that are repaid or prepaid may not be reborrowed.

Interest on the loans will accrue, at Ventiv’s election, at either (1) the Alternate Base Rate (which is the greater of UBS’s prime rate and federal funds effective rate plus  ¹/2 of 1%) or (2) the Adjusted LIBOR Rate, with interest periods determined at Ventiv’s option of 1, 2, 3 or 6 months (or, if the affected lenders agree, 9 months), in each case plus a spread based on the type of loan and method of interest rate determination elected.

The Credit Agreement contains, among other things, conditions precedent, representations and warranties, covenants and events of default customary for facilities of this type. Such covenants include certain limitations on indebtedness, liens, sale-leaseback transactions, guarantees, fundamental changes and transactions with affiliates. The Credit Agreement also includes covenants under which Ventiv is required to maintain minimum leverage, interest rate coverage and fixed charge coverage ratios that vary based on the amount of time elapsed since the initial extension of credit..

Under certain conditions, the lending commitments under the Credit Agreement may be terminated by the lenders and amounts outstanding under the Credit Agreement may be accelerated. Such events of default include failure to pay any principal, interest or other amounts when due, failure to comply with covenants, breach of representations or warranties in any material respect, non-payment or acceleration of other material debt of Ventiv and its subsidiaries, bankruptcy, insolvency, material judgments rendered against Ventiv or certain of its subsidiaries or a 40% change of control of Ventiv, subject to various exceptions and notice, cure and grace periods.

A copy of the Credit Agreement is attached hereto as Exhibit 10.3 and is incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 above is incorporated by reference. The Common Stock issued in connection with the closing of the Acquisition was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

Item 3.03. Material Modifications to Rights of Security Holders.

The Credit Agreement prohibits the payment of dividends by Ventiv. Ventiv has not declared cash dividends in the past and has no plans to do so in the foreseeable future.

Item5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Effective upon the completion of the Acquisition, Terrell Herring, President of Ventiv Commercial Services, and R. Blane Walter, President and Chief Executive Officer of inChord, were appointed to Ventiv’s Board of Directors. These additions increased the size of Ventiv’s Board to nine members.

Item 7.01 Regulation FD Disclosure

A copy of the press release announcing the completion of the Acquisition is being furnished pursuant to Regulation FD. The information in the press release shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the press release shall not be deemed to be incorporated by reference into Ventiv’s filings under the Securities Act of 1933, as amended, except as set forth with respect thereto in any such filing.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired. To be filed by amendment to this Current Report of Form 8-K not later than December 21, 2005.

(b) Pro forma financial information. To be filed by amendment to this Current Report on Form 8-K not later than December 21, 2005.

(c) Exhibits. Exhibits are listed on the Exhibit Index at the end of this Current Report on Form 8-K. The exhibits required by Item 601 of Regulation S-K listed on such Exhibit Index in response to this Item are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

VENTIV HEALTH, INC.

By: /s/ John R. Emery

--------------------------------------------

Date: October 11, 2005                                                                                                                                                                       & #160;                                                                           Name: John R. Emery

Title: Chief Financial Officer

(Principal Accounting and Financial Officer)

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
2.1	Acquisition Agreement dated September 6, 2005 by and among inChord Communications, Inc., the shareholders of inChord Communications, Inc., Ventiv Health, Inc. and Accordion Holding Corporations
10.1	Form of Indemnification Agreement entered into with each executive officer and director of Ventiv
10.2	Employment Agreement dated as of September 6, 2005 between inChord Communications, Inc. and R. Blane Walter
10.3	Credit Agreement dated as of October 5, 2005 among Ventiv Health, Inc., the Subsidiary Guarantors, the lenders party thereto, UBS Securities LLC, as bookmanager, as joint lead arranger, and as documentation agent, UBS Loan Finance LLC, as swingline lender, UBS AG, Stamford Branch, as issuing bank, as administrative agent for the Lenders and as collateral agent, Banc of America Securities LLC, as joint lead arranger, and Bank of America, N.A., as syndication agent
99.1	Press Release of Ventiv Health, Inc., dated October 6, 2005

EX-2.1

ACQUISITION AGREEMENT

This ACQUISITION AGREEMENT (this "Agreement"), dated September 6, 2005 (the "Agreement Date"), is by and among inChord Communications, Inc., an Ohio corporation (the "Company"), the Persons designated on the signature page hereto (the "Signature Page") as the holders of Company Common Stock (as defined below) (collectively, the "Shareholders"), Ventiv Health, Inc. ("Parent") and Accordion Holding Corporation ("Purchaser"). The Company, the Shareholders, Parent and Purchaser sometimes are referred to herein collectively as the "Parties" and individually as a "Party."

RECITALS

A. The respective Boards of Directors of the Company, Parent and Purchaser have each determined that the transactions contemplated by this Agreement are advisable, fair to and in the best interests of their respective companies and shareholders and accordingly have approved such transactions.

B. In furtherance of the transactions contemplated by this Agreement, the Parties desire to make certain representations, warranties and covenants in respect of, and also to prescribe certain conditions to the completion of, the Transaction.

Accordingly, the Parties agree as follows:

I. THE TRANSACTION

1.1.The Transaction. In addition to the other actions to be taken at or immediately prior to or after the Closing, at the Closing, the Parties will effect the transactions set forth on Annex A (the "Transaction").

1.2.Closing. The closing of the Transaction (the "Closing") will take place at 10:00 a.m., Eastern Time, at the offices of Jones Day, 222 East 41^st Street, New York, New York 10017, on the second business day after satisfaction or waiver of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Closing Date but subject to the satisfaction or waiver of those conditions) set forth in Article V (the "Conditions"). The date on which the Closing occurs is called the "Closing Date" in this Agreement, and the "Effective Time" is defined in Annex A.

1.3.Purchase Price; Payment Procedures. (a) For the purposes of this Agreement, "Purchase Price" means the sum of (i) $185.0 million (the "Initial Purchase Price") representing the sum of $172.5 million (the "Base Purchase Price") and the aggregate Fair Market Value of the Initial Shares to be delivered to the Shareholders at the Closing, as adjusted pursuant to Section 1.4, and (ii) any additional purchase consideration received by the Shareholders pursuant to Section 1.5. As used in this Agreement, (A) "Initial Shares" means a number of shares of Parent Common Stock equal to the quotient of (1) $12.5 million divided by (2) the Fair Market Value of one share of Parent Common Stock as of the Closing Date and (B) "Fair Market Value" means (i) with respect to the Parent Common Stock, the average closing bid price of the Parent Common Stock as quoted on NASDAQ over a period of 30 consecutive trading days, the latest of which will be the trading day immediately preceding the date as of which Fair Market Value is being determined, and (ii) with respect to any Listed Equity Security (as defined below), the average closing bid price (or, if there is no applicable closing bid price, the closing price) of such Listed Equity Security on the principal exchange or interdealer quotation system on which such Listed Equity Security is traded over a period of 30 consecutive trading days, the latest of which will be the trading day immediately preceding the date as of which Fair Market Value is being determined.

(b) At the Closing, Purchaser will deliver or cause to be delivered to each of the Shareholders a Purchase Price Note (defined in Annex A) in the amount equal to such Shareholder's portion of the Stock Purchase Consideration (defined in Annex A) as payment for the purchase of their Company Common Stock against delivery by or on behalf of such Shareholders of the certificates evidencing their shares of Company Common Stock ("Common Certificates"). Within four business days after the Closing Date, each Shareholder will pay to the Company the amount of any notes or other indebtedness outstanding from such Shareholder to the Company (the "Repaid Note Amount"). Any amount described in the preceding sentence that is not paid by the applicable Shareholder within four Business Days of the Closing Date will bear interest at a rate per annum equal to two percent per annum in excess of the Prime Rate from such fourth Business Day until the date of payment.

1.4.Working Capital Adjustment. (a) Prior to the Closing Date, but in no event more than three business days prior to the Closing Date, the Company will prepare and deliver to Purchaser an estimate of the Net Working Capital (the "Estimated Net Working Capital") as of the Closing Date. The Estimated Net Working Capital will be prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis, taking into account the adjustments provided for in Schedule 1.4 (the "Working Capital Accounting Principles"). If the Estimated Net Working Capital is less than the amount set forth in Schedule 1.4 (the "Target Net Working Capital"), then the Base Purchase Price will be reduced by the amount of such deficiency. If the Estimated Net Working Capital is greater than the Target Net Working Capital, then the Base Purchase Price will be increased by the amount of such difference.

(b)(i)  As promptly as practicable after the Closing Date (but in no event more than 45 days thereafter), Purchaser will deliver to the Shareholder Representative a certificate setting forth the calculation by Purchaser of the Net Working Capital as of the Closing Date in sufficient detail to permit the Shareholder Representative and the Shareholders' independent auditors to verify that calculation. The Net Working Capital will be prepared in accordance with the Working Capital Accounting Principles. Within 30 days after the Shareholder Representative's receipt of Purchaser's calculation of Net Working Capital, the Shareholder Representative will provide Purchaser written notice (in reasonable detail) indicating whether the Shareholder Representative disagrees with the calculation of Net Working Capital. If the Shareholder Representative fails to object in writing to the calculation of Net Working Capital within that 30-day period, the Shareholders will be deemed conclusively to have agreed to that calculation and that calculation will be final and binding upon Purchaser and the Shareholders absent fraud or manifest error.

(ii) Within ten days after Purchaser's receipt of notice from the Shareholder Representative of the Shareholders' disagreement with the calculation of Net Working Capital, Purchaser and the Shareholder Representative will negotiate in good faith to resolve such disagreement. If the disagreement is resolved within the 10-day period, the Net Working Capital amount agreed to by the Shareholder Representative and Purchaser will be deemed conclusively to be the Final Net Working Capital absent fraud or manifest error. If Purchaser and the Shareholder Representative are unable to resolve the disagreement within ten days after such negotiations begin, such disagreement will be submitted to the Settlement Auditor for resolution. Purchaser and the Shareholder Representative will cooperate with the Settlement Auditor and will proceed in good faith to cause the Settlement Auditor to resolve such disagreement not later than 30 days after the engagement of the Settlement Auditor. Purchaser, on the one hand, and the Shareholders, severally (and not jointly) and in proportion to the relative percentages of the outstanding shares of Company Common Stock that are beneficially owned by each Shareholder immediately before the Closing, each will pay one-half of the fees and expenses of the Settlement Auditor. The "Settlement Auditor" means the Wilmington, Delaware office of Grant Thornton LLP, or if such firm is unable or unwilling to serve as Settlement Auditor, such other nationally recognized independent auditing firm that Purchaser and the Shareholder Representative may agree upon.

(iii) The Settlement Auditor, in its sole discretion, will determine (A) the nature and extent of the participation by Purchaser, the Shareholder Representative and their respective independent auditors and other representatives and agents in connection with the resolution of any disagreement submitted to the Settlement Auditor, (B) the nature and extent of the information that Purchaser and the Shareholder Representative may submit to the Settlement Auditor for consideration in connection with such resolution, and (C) the personnel of the Settlement Auditor who will review such information and resolve such disagreement. The Settlement Auditor's resolution of any such disagreement will be reflected in a written report that will be delivered promptly to, and will be final and binding upon, Parent, Purchaser and the Shareholder Representative. Net Working Capital will be adjusted to reflect the Settlement Auditor's determination and will be final and binding upon Purchaser and the Shareholders absent fraud or manifest error. Net Working Capital as finally determined herewith will be referred to as the "Final Net Working Capital."

(iv) (A) If the Final Net Working Capital is less than the Estimated Net Working Capital, then the Shareholders will pay to Purchaser the amount of such deficiency within ten days, in immediately available funds, after the determination of the Final Net Working Capital. The Shareholders will severally (and not jointly) be responsible to pay their respective portions of any deficiency in proportion to the relative percentage of the outstanding shares of Company Common Stock that are beneficially owned by such Shareholders immediately before the Closing. If the Final Net Working Capital is greater than the Estimated Net Working Capital, then Purchaser will pay to the Shareholders, in proportion to the relative percentage of the outstanding shares of Company Common Stock that are beneficially owned by such Shareholders immediately before the Closing, the amount of such excess, in immediately available funds, within ten days after the determination of the Final Net Working Capital.

(B) In order to secure any liability of the Shareholders for a Final Net Working Capital deficiency, the Shareholder Representative may in his discretion (but will not be obligated to) direct, prior to the Closing, that a portion of the Base Purchase Price (the "Holdback") be withheld by the Shareholder Representative from the amount that would otherwise be payable pursuant to the Purchase Price Notes. In the event that the Shareholder Representative elects to require a Holdback pursuant to this Section 1.4(b)(iv)(B), Purchaser will, in lieu of paying the Holdback to the Shareholder Representative, instead deliver to the Shareholder Representative a promissory note in the amount of the Holdback, in form and substance reasonably satisfactory to the Shareholder Representative and Purchaser, with a maturity date of two business days after the Closing Date (the "Holdback Note"). If Final Net Working Capital is less than Estimated Net Working Capital, the Shareholder Representative will apply the relevant portion of any such Holdback to reimburse Purchaser for any such deficiency pursuant to Section 1.4(b)(iv)(A) and will distribute any remaining portion of the Holdback to the Shareholders in proportion to the relative percentage of the outstanding shares of Company Common Stock that are beneficially owned by such Shareholders immediately before the Closing. If the Holdback is insufficient to discharge any such deficiency, the Shareholders will severally (and not jointly) be responsible to pay their respective portions of the unsatisfied portion of such deficiency in such proportions.

1.5.Earnout. (a) The Shareholders will be entitled to additional consideration from Purchaser as provided in Annex I (any such additional consideration, including any amount paid pursuant to the second paragraph of Section 1 of Annex I, an "Earnout Amount").

(b) Payments for any particular Earnout Period will not be reduced or refundable as a result of the Company's results of operations in any subsequent period. At Purchaser's option, but only to the extent set forth in Annex I, each Earnout Amount may be satisfied by the delivery to the Shareholder Representative of unregistered shares of Parent Common Stock having a Fair Market Value, determined as of the Final Earnout Amount Determination Date (the "Value Date"), equal to such portion of such Earnout Amount. The amount of each Earnout Amount that may be so satisfied, expressed as a percentage, is referred to herein as the "Share Percentage." Shares of Parent Common Stock issued in satisfaction of any portion of an Earnout Amount (including Post-Forecast Payment Shares (as defined below)) are referred to as "Earnout Shares" and, together with the Initial Shares, as the "Shares." In no event will any Shares be issued hereunder if the issuance of such Shares would cause (A) the sum of (1) the total number of Shares issued pursuant to this Agreement, (2) the number of shares of Parent Common Stock, if any, owned by the Shareholders as of the Closing Date, (3) the shares of Parent Common Stock issued to the Shareholders pursuant to employment-related incentive grants, and (4) without duplication, the shares of Parent Common Stock, if any, issued pursuant to the Company's Special Bonus Plan (the "Special Bonus Plan") to exceed 19.9% of the number of shares of Parent Common Stock outstanding immediately prior to the Closing or (B) the voting power of the securities described in the preceding clauses (A)(1) through (4) to exceed 19.9% of the voting power of the voting securities of Parent outstanding immediately prior to the Closing. Any Earnout Amount or portion of the Initial Purchase Price that would otherwise be satisfied by the issuance of Shares in excess of such amount, and any other portion of an Earnout Amount that is not satisfied through the issuance of Earnout Shares, will be paid in cash by wire transfer of immediately available funds in accordance with written instructions delivered to Purchaser by the Shareholder Representative. Each Shareholder acknowledges and agrees that neither Purchaser nor any other Person (including Parent) makes any guarantee or representation to the Shareholder Representative or any other Shareholder that any Earnout Amount will be realized.

(c) If R. Blane Walter's employment with the Company is terminated (x) by Mr. Walter pursuant to Section 7(d) of the CEO Employment Contract, (y) by the Company pursuant to Section 4.8(c)(vi)(A) at a time when Parent is obligated to cause the Company not to take any of the actions described in Section 4.8(c)(vi), or (z) by the Company other than as permitted by the CEO Employment Contract, Purchaser will make a payment to the Shareholders equal to the aggregate amount that would be earned pursuant to this Section 1.5, assuming achievement of the consolidated EBIT forecast attached hereto as Annex B (the "EBIT Forecast") and relevant Net Revenue targets, for all Earnout Periods that are not already complete (the "Forecast Payment") (it being understood that (A) the Forecast Payment will offset any amounts payable thereafter to the Shareholders under Section 1.5 of this Agreement on a dollar-for-dollar basis but will not otherwise reduce or eliminate any rights of the Shareholders to receive any amounts payable to the Shareholders under Section 1.5 and (B) amounts earned with respect to Earnout Periods that are complete at the time of such termination will continue to be determined and paid in accordance with Section 1.5). The Forecast Payment will be satisfied entirely in cash. If the Forecast Payment is made, (i) at Purchaser's option, up to 100% of any amount to which the Shareholders thereafter become entitled pursuant to this Section 1.5 may be satisfied by the delivery to the Shareholder Representative of unregistered shares of Parent Common Stock having a Fair Market Value, determined as of the applicable Final Earnout Amount Determination Date(s), equal to the portion of such amount to be so satisfied until the Share Percentage of the aggregate Earnout Amounts (including the Forecast Payment) have been satisfied by delivery of shares of Parent Common Stock and (ii) thereafter, at Purchaser's option, up to the Share Percentage of any remaining portion of such amount may be satisfied by the delivery to the Shareholder Representative of unregistered shares of Parent Common Stock having a Fair Market Value, determined as of the applicable Final Earnout Amount Determination Date(s), equal to the portion of such amount to be so satisfied (any shares received pursuant to (i) or (ii), "Post-Forecast Shares").

(d) Purchaser will at its expense deliver to the Shareholder Representative within 90 days after the end of calendar year 2005, calendar year 2006 and calendar year 2007 (each, an "Earnout Period") its calculation of Net Revenues, EBIT for such period (each, an "Initial EBIT Amount") and the Earnout Amount, if any, payable under Section 1.5. Purchaser will provide the Shareholder Representative and the Shareholders' independent auditors with reasonable access to all books and records and working papers to the extent reasonably necessary to enable the Shareholder Representative and such accounting firm to verify such calculations after the delivery thereof. Such calculations will be binding on the Parties, absent fraud or manifest error, unless the Shareholder Representative, within 30 days after the delivery of the calculations by Purchaser to the Shareholder Representative, notifies Purchaser in writing that it objects to any item or computation in connection with the calculations of Net Revenue, the Initial EBIT Amount or the Earnout Amount and specify in reasonable detail the basis for such objection. If Purchaser and the Shareholder Representative are unable to agree upon the calculations within 20 days after any notice of objection has been given by the Shareholder Representative to Purchaser, then at the election of either the Shareholder Representative or Purchaser, the dispute will be submitted to the Settlement Auditor for a final determination, which determination will be final and binding upon the Parties, absent fraud or manifest error. Purchaser and the Shareholder Representative will each bear one-half of the fees, costs and expenses of the Settlement Auditor in the event such an election is made, and the Shareholders will severally (and not jointly) be responsible to pay their respective portions of the Shareholder Representative's portion of such fees, costs and expenses. For purposes of this Agreement, with respect to any Earnout Period, (i) the "Final EBIT Amount" for such period means the Initial EBIT Amount for such period, or such other amount as is agreed to by the Shareholder Representative and Purchaser following a timely notice of objection as contemplated under this Section 1.5(d), or such other amount as is determined by the Settlement Auditor, and (ii) the "Final Earnout Amount Determination Date" for such period means: (x) the date that is 31 days after the delivery of Purchaser's calculation of the Initial EBIT Amount for such period to the Shareholder Representative, (y) such earlier date on which the Shareholder Representative delivers an irrevocable notice to Purchaser in writing that it agrees with Purchaser's calculation of such Initial EBIT Amount, or (z) if the Shareholder Representative timely objects to such Initial EBIT Amount, such date on which the Final EBIT Amount in respect thereof is otherwise determined pursuant to this Section 1.5.

(e) In the event of a merger, consolidation, recapitalization or other transaction to which Parent is a party (a "Conversion Transaction") as a result of which outstanding shares of Parent Common Stock are converted into the right to receive, in whole or in part, equity securities, if such equity securities are traded on the New York Stock Exchange, the American Stock Exchange, The Nasdaq Stock Market or another securities exchange or interdealer quotation system reasonably acceptable to the Shareholder Representative and are registered or eligible for resale pursuant to Rule 144 on substantially the same terms as the Shares ("Listed Equity Securities"), (i) any issued Shares will be eligible to participate in any Conversion Transaction on the same basis as other outstanding shares of Parent Common Stock and (ii) any portion of any Earnout Amount payable thereafter that would otherwise be permitted to be satisfied through the issuance of Parent Common Stock will thereafter be permitted to be satisfied through the issuance of such Listed Equity Securities, valued at their aggregate Fair Market Value as of the applicable Value Date. In the event that, in any Conversion Transaction, outstanding shares of Parent Common Stock are converted into the right to receive equity securities that are not Listed Equity Securities (or are converted into the right to receive a combination of such equity securities and cash), then, until such equity securities constitute Listed Equity Securities, any Earnout Amount that thereafter becomes due will be required to be satisfied entirely in cash. In the event of a merger, consolidation, recapitalization or other transaction (other than a repurchase by Parent or an Affiliate of Parent) as a result of which outstanding shares of Parent Common Stock are converted into the right to receive only cash, any Earnout Amount that thereafter becomes due will be required to be satisfied entirely in cash; provided, however, that if the surviving or transferee entity in such transaction (or an Affiliate thereof) has a class of Listed Equity Securities, any portion of an Earnout Amount that would otherwise be permitted to be satisfied through the issuance of Parent Common Stock will thereafter be permitted to be satisfied through the issuance of such Listed Equity Securities, valued at their aggregate Fair Market Value as of the applicable Value Date.

1.6.Escrow. At the Closing, Purchaser, the Shareholders and the Shareholder Representative will enter into an escrow agreement in the form of Annex C (the "Escrow Agreement") with Bank of New York, as escrow agent (the "Escrow Agent"), and Purchaser will make the deposit provided for therein (the "Escrow Deposit") as part of the repayment of the Purchase Price Notes as described and at the time set forth on Annex A. On March 31, 2007, any portion of the Escrow Deposit that has not previously been distributed and is not subject to a pending claim will be distributed to the Shareholders in proportion to the relative percentage of the outstanding shares of Company Common Stock that are beneficially owned by such Shareholders immediately before the Closing, all as more fully set forth in the Escrow Agreement.

1.7.Lockup. Except as provided in Section 1.8, no Shareholder will sell, pledge, hedge or otherwise transfer any economic interest in any Shares during the applicable Restricted Period except pursuant to and in accordance with the terms of a Conversion Transaction. "Restricted Period" means (i) with respect to the Initial Shares, the period ending three years after the Closing Date and (ii) with respect to any Earnout Shares, the period ending one year after the Value Date with respect to such Earnout Shares; provided, however, that the Restricted Period will automatically and without further action terminate with respect to the Initial Shares and any Earnout Shares upon the earlier to occur of (A) the closing of any Conversion Transaction (except that any Shareholder who is a director or executive officer of Parent at the closing of such Conversion Transaction will be subject to the same restrictions on his shares as to which Parent's chief executive officer is subject) and (B) the termination of the Company's employment of R. Blane Walter (x) pursuant to Section 7(d) of the CEO Employment Contract, (y) by the Company pursuant to Section 4.8(c)(vi)(A) at a time when Parent is obligated to cause the Company not to take any of the actions described in Section 4.8(c)(vi), or (z) by the Company other than as permitted by the CEO Employment Contract.

1.8.Registration Covenants. (a) If (but without any obligation to do so) Parent proposes to register under the Securities Act of 1933, as amended (the "Securities Act"), shares of Parent Common Stock (other than a registration on Form S-4 or Form S-8 or any successor forms, a registration in which the only Parent Common Stock being registered is Parent Common Stock issuable upon conversion of debt securities which are also being registered or a registration that does not contemplate a distribution of the securities being registered on a firmly underwritten basis), then Parent will give the Shareholder Representative written notice at least 20 days in advance of the anticipated effectiveness of the related registration statement. Upon the written request of any Shareholder given within ten days after giving of such notice by Parent (specifying the number of Shares proposed to be offered and sold by such Shareholder), Parent will, subject to the provisions of Section 1.8(b), include in such registration statement all of the Shares that each such Shareholder ("Registrable Shares") has requested to be registered; provided, however, that Parent will have the right to postpone or withdraw any registration statement pursuant to this Section 1.8 without obligation to any Shareholder, and Parent will not be required to disclose the reason for any such postponement or withdrawal or the anticipated duration of any such postponement (and each Shareholder will agree in its written request to include Registrable Shares in any registration to maintain in confidence the pendency of any registration statement that has not been filed and any postponement or withdrawal of a proposed registration). All expenses of such registration, other than underwriting commissions and discounts and legal and other advisory expenses of the Shareholders (with the exception of up to $25,000 in fees and disbursements of a single counsel retained to represent all selling stockholders (including any Shareholders requesting the inclusion of Registrable Shares in such registration), which counsel will be selected by the holders of a majority of the shares of Parent Common Stock sought to be included in such registration), will be borne by Parent.

(b) Parent will not be required under Section 1.8(a) to include Registrable Shares in an underwriting subject thereto unless the Shareholders proposing to include such Registrable Shares accept the terms of the underwriting as agreed upon in good faith between Parent and the underwriters (and become parties to the related underwriting agreement and any other customary arrangements relating to the offering of securities by selling stockholders, including custody arrangements), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by Parent. If the total number of shares of Parent Common Stock, including Registrable Shares, to be included in such offering exceeds, in the underwriters' sole discretion, the number of shares that can be included without adversely affecting the success of the offering, then Parent will be required to include in the offering only that number of shares of Parent Common Stock, including Registrable Shares, which the underwriters determine in their sole discretion will not adversely affect the success of the offering (the "Maximum Offering Size"). In such event, Parent will include in the registration statement relating to the offering (i) first, all shares of Parent Common Stock to be offered by Parent and (ii) second, to the extent the Maximum Offering Size exceeds the number of shares to be offered by Parent, the shares of Parent Common Stock proposed to be included by the selling stockholders, including the Shareholders proposing to include Registrable Shares in such registration statement. The shares of Parent Common Stock to be included in such registration statement pursuant to the preceding clause (ii) (the "Remaining Availability") will be allocated pro rata among such selling stockholders according to the total number of shares of Parent Common Stock owned by such selling stockholders (or in such other proportions as are mutually agreed to by such selling stockholders), provided that in no event will any Shareholder be permitted to include shares of Parent Common Stock then subject to Section 1.7 in such registration statement to the extent the percentage of the Remaining Availability represented by such shares of Parent Common Stock would exceed such Shareholder's percentage ownership interest in Parent. No Shareholder will be entitled to include in a registration statement pursuant to this Section 1.8 Registrable Shares that may be sold pursuant to Rule 144 under the Securities Act during the three months following the date such registration statement becomes effective (the "144 Exception"); provided, further, however, that solely to the extent a Shareholder is prohibited from including in such registration statement Shares that are subject to the restrictions contained in Section 1.7 as a result of the 144 Exception, the restrictions under Section 1.7 will terminate with respect to such Shares upon effectiveness of the registration statement unless such Shares are included in the registration statement notwithstanding the applicability of the 144 Exception. Parent may require each Shareholder to promptly furnish to Parent, as a condition precedent to including such Shareholder's Registrable Shares in any registration, such information regarding the distribution of such Shareholder's Registrable Shares as Parent or the underwriters may from time to time reasonably request in writing, but in no event will any Shareholder be required to make representations or warranties, or provide any indemnity, in connection with any transaction contemplated by this Section 1.8 except as to its ownership of, and the absence of Liens or other restrictions on, shares it is including in an offering and the information referred to in the first clause of this sentence that has been furnished by such Shareholder in writing.

(c) In the event Parent effects a registration to which this Section 1.8 is applicable, except to the extent such registration is postponed or withdrawn by Parent, Parent will, as expeditiously as reasonably possible:

(i) prepare and file with the Securities and Exchange Commission (the "SEC") such amendments and supplements to the related registration statement and the prospectus included therein as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such registration statement;

(ii) furnish to the Shareholders without charge such number of copies of a prospectus and other documents as they may reasonably request in order to facilitate the disposition of the Registrable Shares included in such registration;

(iii) notify the Shareholders at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and provide the Shareholders with such amendment or supplement to such prospectus as may be required to ensure that such prospectus does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(iv) cooperate with the Shareholders to facilitate the timely preparation and delivery of certificates representing Registrable Shares to be sold, which certificates will not bear any restrictive legends; and

(v) cause the Registrable Shares included in such registration statement to be listed on the same principal securities exchange or interdealer quotation system on which the Parent Common Stock is then listed.

(d) With a view to making available to the Shareholders the benefits of Rule 144 under the Securities Act, Parent agrees, for so long as the Parent Common Stock is registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to:

(i) make and keep public information available (as those terms are defined in Rule 144, including paragraph (c)(2) of such Rule);

(ii) file with the SEC in a timely manner reports and other documents, if any, required of Parent under the Exchange Act and comply with all other public information reporting requirements of the SEC that are conditions to the availability of Rule 144; and

(iii) furnish to the Shareholders promptly upon request a written statement by Parent as to its compliance with the reporting requirements of Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of Parent filed with the SEC, if any, and such other reports and documents of Parent as the Shareholders may reasonably request in availing themselves of any rule or regulation of the SEC allowing the Shareholders to sell Shares without registration.

(e) (i) Parent will indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Shares registered pursuant to this Section 1.8, the officers, directors and agents, affiliates, advisors, brokers and employees of each of them, each person who controls such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents, affiliates, advisors, brokers and employees of any such controlling person, from and against all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent the same are based solely upon information with respect to such holder furnished in writing to Parent by such holder expressly for use therein; provided, however, that Parent will not be liable to any holder of Registrable Shares to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if either (A)(i) such holder failed to send or deliver a copy of the prospectus with or prior to the delivery of written confirmation of the sale by such holder of a Registrable Share to the person asserting the claim from which such Losses arise and (ii) the prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission or (B) such untrue statement or alleged untrue statement or such omission or alleged omission is corrected in an amendment or supplement to the prospectus previously furnished by or on behalf of Parent with copies of the prospectus as so amended or supplemented delivered by Parent, and such holder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of a Registrable Share to the person asserting the claim from which such Losses arise; provided, further, however, that the indemnity agreement contained in this Section 1.8(e)(i) will not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Parent (which consent will not be unreasonably withheld). The rights of any holder of Registrable Shares hereunder will not be exclusive of the rights of any holder of Registrable Shares under any other agreement or instrument of any holder of Registrable Shares to which Parent or one of its Affiliates is a party.

(ii) Each holder of Registrable Securities registered pursuant to this Section 1.8 will indemnify and hold harmless, to the fullest extent permitted by law, Parent and its Affiliates, the officers, directors and agents, affiliates, advisors, brokers and employees of each of them, each underwriter of securities covered by a registration statement subject to this Section 1.8, each person who controls any such Person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), the officers, directors, agents, affiliates, advisors, brokers and employees of any such underwriter or controlling person and each other holder of Registrable Securities, from and against all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent the same are based upon information with respect to such holder furnished in writing to Parent by such holder expressly for use therein and was relied on by Parent in the preparation thereof; provided, however, that the indemnity agreement contained in this Section 1.8(e)(ii) will not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of such holder of Registrable Securities (which consent will not be unreasonably withheld). The rights of Parent and its Affiliates hereunder will not be exclusive of the rights of Parent and its Affiliates under any other agreement or instrument Parent or any of its Affiliates to which any holder of Registrable Securities is a party. In no event will the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of proceeds (net of payment of all expenses and underwriters' discounts and commissions) received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

1.9.Transferability; Legending of Shares. No Shareholder will be permitted to transfer any Shares in the absence of an effective registration statement unless such Shareholder has furnished Parent with an opinion of counsel, reasonably satisfactory to Parent, that such disposition does not require registration of such Shares under the Securities Act, or Parent determines that such opinion of counsel is unnecessary. Parent will not require opinions of counsel for transfers of Shares made pursuant to Rule 144 if Parent is provided with any certificates or other evidence of compliance with Rule 144 reasonably required by it in connection with such transfer (including a copy of the relevant Form 144). The certificates representing the Shares issued hereunder will be issued with customary legends substantially similar to those on certificates of unregistered shares issued to officers or directors of Parent.

1.10.The Shareholder Representative. Each Shareholder irrevocably designates the Shareholder Representative to represent the Shareholder and act as the attorney-in-fact and agent for and on behalf of such Shareholder with respect to any and all matters relating to, arising out of, or in connection with this Agreement and the other Closing Documents, including for service of process. Parent and Purchaser will be entitled to rely on the Shareholder Representative's authority as the agent, representative and attorney-in-fact of the Shareholders for all purposes under this Agreement and the other Closing Documents. Any payment or delivery to be made pursuant to this Agreement or the other Closing Documents to the Shareholders (including any portion of the Purchase Price payable pursuant to the Purchase Price Notes) may be made by Parent or Purchaser to the Shareholder Representative and thereupon will be deemed to have been made to the Shareholders. The Shareholder Representative will have no liability in taking any action or omitting to take action on behalf of any Shareholder absent gross negligence or willful misconduct. The Shareholders hereby agree to jointly and severally indemnify and hold harmless the Shareholder Representative from and against (i) any Losses incurred without gross negligence or willful misconduct on the part of the Shareholder Representative and arising out of or in connection with the acceptance, performance or nonperformance of his duties hereunder and (ii) any related out-of-pocket costs and expenses (including reasonable attorneys' fees).

1.11.Cash. Subject to Section 5.2(f), the Parties agree that the Company will have the right, at or prior to the Closing, to distribute all of the cash held by the Company or any Company Subsidiary. Except as a consequence of the operation of the provisions of Section 1.4, no adjustment will be made to the Purchase Price as a result of any such distributions.

II. REPRESENTATIONS AND WARRANTIES

2.1.Representations and Warranties of Company. Except as set forth in the disclosure letter delivered by the Company to Purchaser prior to the execution of this Agreement (the "Company Disclosure Letter"), the Company and the Shareholders represent and warrant to Parent and Purchaser as follows:

(a)Organization, Standing and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of Ohio, and has the requisite corporate power and authority to carry on its business as now being conducted. Each of the Company Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction in which it is organized and has the requisite corporate or other applicable entity power, as the case may be, and authority to carry on its business as now being conducted, except for those jurisdictions where the failure to be so organized, existing or in good standing, individually or in the aggregate, would not have a Material Adverse Effect on the Company. The Company and each of the Company Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions in which the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, would not have a Material Adverse Effect on the Company. The Company has previously made available to Purchaser complete and correct copies of its and the Company Subsidiaries' articles of incorporation and code of regulations or other organizational documents, each as amended to the Agreement Date, and all records of meetings and consents of directors, managers, shareholders and members of the Company and the Subsidiaries of the Company (the "Company Subsidiaries").

(b)Subsidiaries. Section 2.1(b) of the Company Disclosure Letter sets forth all the Company Subsidiaries and the ownership of all the outstanding capital stock or other equity interests (i) in each such Subsidiary and (ii) of each Person in which the Company or any such Subsidiary holds any equity interest, in each case as of the Agreement Date. All outstanding shares of capital stock of, or other equity interests in, each Company Subsidiary or other Person owned by the Company or a Company Subsidiary (i) have been validly issued and are fully paid and nonassessable, (ii) are free and clear of all Liens, and (iii) are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except, in the case of clause (iii), for restrictions arising under applicable securities laws.

(c)Capital Structure; Claims. (i) The authorized capital stock of the Company consists of 1,100,000 common shares, without par value per share, of which 1,050,000 are voting common shares (the "Voting Common") and 50,000 are non-voting common shares (the "Non-Voting Common" and collectively with the Voting Common, the "Company Common Stock"). As of the Agreement Date, the number of shares of Voting Common and of Non-Voting Common set forth in the Company Disclosure Letter were issued and outstanding. Such number of shares of Voting Common and of Non-Voting Common, together with the number of shares of Voting Common issuable immediately prior to the Closing in connection with the CHS Merger Event Agreement (the "CHS Transaction"), as set forth in the Company Disclosure Letter, will be the only shares of capital stock of the Company outstanding as of the Effective Time. All outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable. Except as described above, there are not issued, reserved for issuance or outstanding (i) any shares of capital stock or voting securities of the Company, (ii) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company, or (iii) any warrants, calls, options or other rights to acquire from the Company, or any obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company, and there are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any Company Subsidiary is a party to any voting agreement or voting trust with respect to the voting of any of its securities. Section 2.1(c) of the Company Disclosure Letter lists all of the outstanding awards under the Special Bonus Plan.

(ii) Each Shareholder is, and as of the Effective Time will be, the owner of record and beneficially of the number of shares of Company Common Stock represented by his or her Common Certificates, as set forth in Section 2.1(c) of the Company Disclosure Letter. At the Effective Time, all such shares will be owned as set forth in Section 2.1(c) of the Company Disclosure Letter, free and clear of any Liens imposed by or through the respective holders of such shares. In respect of himself only, no Shareholder to his Knowledge has any claim or cause of action against the Company or any Company Subsidiary that has not been disclosed to the Purchaser in writing prior to the date hereof, except for routine claims for unpaid compensation, benefits and expense reimbursement.

(d)Authority; Noncontravention. The Company has the requisite corporate power and authority to enter into this Agreement and the other Transaction Documents and to consummate the transactions contemplated by this Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and the Shareholders and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes the valid and binding obligation of the Company and the Shareholders, enforceable against the Company and the Shareholders in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting the rights of creditors and subject to general equitable principles (such exception, the "Bankruptcy Exception"). The other Transaction Documents will be, at or prior to the Closing, duly executed and delivered by the Company and/or the Shareholders party thereto and, assuming the due authorization, execution and delivery by the other parties thereto, when so executed and delivered, will constitute the valid and binding obligation of the Shareholders party thereto, enforceable against them in accordance with their respective terms, except as the enforcement thereof may be limited by the Bankruptcy Exception. The execution and delivery of the Transaction Documents by the Company and the Shareholders do not or, as applicable, will not, and the consummation of the transactions contemplated by this Agreement or the other Transaction Documents and compliance with the provisions of this Agreement or the other Transaction Documents by the Company and the Shareholders will not, (i) conflict with the articles of incorporation or code of regulations (or comparable organizational documents) of the Company or any Company Subsidiary, (ii) result in any material breach, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company, any Company Subsidiary or any Shareholder under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to the Company, any Company Subsidiary or any Shareholder or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any law applicable to the Company, any Company Subsidiary or any Shareholder or their respective properties or assets or any judgment, order or decree to which the Company, any Company Subsidiary or any Shareholder or their respective properties or assets are subject, other than, in the case of clauses (ii) and (iii), any such breaches, conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not have a Material Adverse Effect on the Company and would not materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, court or administrative, regulatory or other governmental agency, commission or authority (each, a "Governmental Entity") is required by the Company or any Shareholder in connection with the execution and delivery of this Agreement or the other Transaction Documents by the Company or any Shareholder or the consummation by the Company or any Shareholder of the transactions contemplated hereby or thereby, except for (i) the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and such filings with Governmental Entities to satisfy the requirements of state securities or "blue sky" laws, (ii) the filing of a premerger notification and report form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act"), and (iii) such consents, approvals, orders, authorizations, actions, registrations, declarations or filings the failure of which to be made or obtained (as applicable), individually or in the aggregate, would not have a Material Adverse Effect on the Company or Parent and would not materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.

(e)Properties. (i) The tangible and intangible properties owned, leased or licensed by the Company or the Company Subsidiaries at the Closing will constitute substantially all of the tangible or intangible properties historically used to conduct the business of the Company and the Company Subsidiaries. The Company and the Company Subsidiaries have good and marketable title to such owned properties.

(ii) The tangible property material to the business or operations of the Company and the Company Subsidiaries is when taken as a whole in good operating condition and repair (normal wear and tear excepted).

(f)Financial Statements. (i) The Company has previously delivered to Purchaser copies of the audited consolidated balance sheets of the Company as of December 31, 2004, 2003 and 2002 and the related consolidated statements of operations, retained earnings and cash flows for the years then ended (the "Audited Financials") and the unaudited consolidated financial statements of the Company as of and for the quarter ended June 30, 2005 (the "Unaudited Financials" and, together with the Audited Financials, the "Financial Statements," and the Financial Statements as of and for the year ended December 31, 2004, the "2004 Financial Statements"). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and results of operations of the Company as of the dates or for the periods indicated, subject, in the case of Unaudited Financials, to normal year-end adjustments that are not expected by the Company to be material individually or in the aggregate and to the exception that the Unaudited Financials do not contain footnote disclosures. Neither the Company nor any Company Subsidiary has any debts, claims, liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, asserted or unasserted, except (A) as disclosed in the Financial Statements, (B) incurred after June 30, 2005 in the ordinary course of business consistent with past practice, or (C) as would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

(ii) Except as disclosed therein, the Financial Statements have been prepared from, and are consistent with, the books, records and accounts of the Company and each Company Subsidiary. Neither the Company nor any Company Subsidiary has engaged in any material transaction with respect to its business, maintained any bank account for its business or used any of its funds, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books, records and accounts of the Company or such Company Subsidiary. Neither the Company nor any Company Subsidiary is aware that any fraud, whether or not material, has occurred that involves or involved management or other employees who have a significant role in the system of internal accounting control of the Company or such Company Subsidiary.

(iii) The accounts receivable of the Company and each Company Subsidiary have arisen from bona fide transactions in the ordinary course of business consistent with past practice.

(g)Absence of Certain Changes or Events. During the period from June 30, 2005 to and including the Agreement Date, (i) except for the process conducted that gave rise to this Agreement, each of the Company and the Company Subsidiaries has conducted its respective operations in substantially the ordinary course of business consistent in all material respects with past practice, (ii) there has not been a Material Adverse Effect on the Company, (iii) there has been no material change in the Company's or any Company Subsidiary's relations with its employees, and (iv) neither the Company nor any Company Subsidiary has taken any action that, if Section 3.1(a) had applied in such period, would have constituted a material breach thereof.

(h)Compliance with Applicable Laws; Litigation. (i)  The operations of the Company and each Company Subsidiary are not being conducted in violation of any law or Permit (as defined below) applicable to or held by (as the case may be) the Company or any Company Subsidiary, except where such violations, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Since January 1, 2004, neither the Company nor any Company Subsidiary has received any written notice alleging any such violation.

(ii) The Company and each Company Subsidiary hold all material licenses, permits, variances, consents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of Governmental Entities necessary under applicable law for the conduct of their respective businesses in all material respects as currently conducted ("Permits"). Since January 1, 2004, neither the Company nor any Company Subsidiary has received written notice that any Permit will be terminated or modified or cannot be renewed in the ordinary course of business.

(iii) There is no investigation by a Governmental Entity or litigation, arbitration or administrative proceeding pending against or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary (or, with respect to the business of the Company, any Shareholder) by any Person (including any Governmental Entity) that, if decided adversely to such Person, would have a Material Adverse Effect on the Company. Neither the Company nor any Company Subsidiary is a plaintiff in any litigation, arbitration or administrative proceeding or has threatened in writing any litigation, arbitration or administrative proceeding against a third party. Neither the Company nor any Company Subsidiary is a party to or subject to the provisions of any material judgment, order, writ, injunction or decree of any Governmental Entity which, individually or in the aggregate, would have a Material Adverse Effect on the Company.

(i)Employee Benefit Plans. (i)  The Company has previously made available to Purchaser all material bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, stock appreciation rights, phantom stock, retirement, vacation, employment, disability, death benefit, hospitalization, medical insurance, life insurance, severance or other employee benefit plans or agreements entered into or maintained by the Company or any Company Subsidiary or to which the Company or any Company Subsidiary contributes or is obligated to contribute or with respect to which the Company or any Company Subsidiary has any liability, other than plans or programs operated or mandated by a Governmental Entity or law (such as government-operated workers' compensation, severance, retirement or social security) (collectively, the "Company Benefit Plans").

(ii) Each Company Benefit Plan and its administration comply in all material respects with all applicable laws, including the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), if applicable. Each Company Benefit Plan that is intended to be qualified under Section 401(a), 401(k) or 4975(e)(7) of the Code has received a favorable determination letter from the Internal Revenue Service (the "IRS") as to its qualified status and no such letter had been revoked or adversely changed prior to the Measurement Date. All contributions to, and payments from, the Company Benefit Plans that are required to have been made in accordance with such Company Benefit Plans, ERISA or the Code have been made.

(iii) Neither the Company nor any trade or business, whether or not incorporated, which, together with the Company, would be deemed to be a "single employer" within the meaning of Section 4001(b) of ERISA or Section 414(b) or (c) of the Code (an "ERISA Affiliate"), has, or at any time has had, an obligation to contribute to a "defined benefit plan" as defined in Section 3(35) of ERISA or a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code.

(iv) No Company Benefit Plan provides retiree health or life benefits (whether or not insured), other than any such coverage required by law or disclosed in the Company Disclosure Letter.

(v) Consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (A) entitle any current or former employee, officer or director of the Company or any Company Subsidiary to severance pay, unemployment compensation or any other payment that would not have been payable if such transactions had not been consummated or (B) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee, officer or director.

(vi) With respect to each Company Benefit Plan, the Company has offered Purchaser the opportunity to review a true and complete copy of (A) each writing constituting a current part of such Company Benefit Plan, including all current Company Benefit Plan documents and trust agreements, and all amendments thereto, (B) the most recent Annual Report (Form 5500 Series) and accompanying schedules, if any, (C) the most recent annual financial report, if any, (D) the most recent actuarial report, if any, and (E) the most recent determination letter from the IRS, if any. Neither the Company nor any Company Subsidiary has made a legally enforceable commitment to make any new amendments to, or to adopt or approve any new, Company Benefit Plan.

(vii) No Company Benefit Plan is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) (a "Multiemployer Plan") or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA (a "Multiple Employer Plan"). None of the Company, the Company Subsidiaries or any of their respective ERISA Affiliates has, at any time during the last six years, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan that is subject to Title IV of ERISA.

(j)Taxes. (i) (A) Except as would not, individually or in the aggregate have a Material Adverse Effect on the Company, the Company has made a valid election under Section 1362 of the Code (or its equivalent) and any similar provisions of the applicable state laws (where required or allowed) to be taxed as an "S" corporation for all tax years since 1996, and such election is currently valid and in effect, (B) each Company Subsidiary is either a partnership within the meaning of Section 7701(a)(2) of the Code, a qualified subchapter S subsidiary within the meaning of Section 1361(b)(3)(B) of the Code, or an entity disregarded as separate from the Company under Treasury Regulations Section 301.7701-2(c)(2)(i), and (C) all taxes required to have been withheld or collected by the Company or any of the Company Subsidiaries have been withheld and, to the extent required, have been paid over to or deposited with the proper taxing authorities. All of the Shareholders are individuals. The Shareholders (1) do not own any shares of Parent Common Stock and (2) other than pursuant to the equity incentive award agreements being entered into simultaneously herewith, do not have any current intention to acquire shares of Parent Common Stock in addition to the Shares.

(ii) Except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, (A) each of the Company and the Company Subsidiaries has timely filed (taking into account all extensions) all Tax Returns required to have been filed, and all such Tax Returns are true, correct and complete, (B) the Company and each Company Subsidiary has paid (or the Company has paid on its behalf) all Taxes that have become due and payable (whether or not shown on any Tax Return), (C) excluding any amount that is attributable to timing differences between book and Tax income, adequate reserves and accruals have been established to provide for the payment of all Taxes which are not yet due and payable with respect to the Company and each Company Subsidiary for taxable periods or portions thereof ending on or before the Closing Date, (D) there are no audits, examinations, investigations or other proceedings in respect of Taxes relating to the Company or any Company Subsidiary pending or threatened in writing, (E) there are no Liens for Taxes upon the assets of the Company or any of the Company Subsidiaries, other than Liens for current Taxes not yet due and Liens for Taxes that are being contested in good faith by appropriate proceedings, (F) neither the Company nor any Company Subsidiary has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to the assessment or collection of any Taxes, (G) neither the Company nor any of the Company Subsidiaries is required to include any item of income in, or exclude any item of deduction or loss from, taxable income for any taxable period or portion thereof beginning on or after the Closing Date as a result of (i) an adjustment under Section 481 of the Code resulting from a change in method of accounting for a taxable period beginning on or before the Closing Date, (ii) any "closing agreement," as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign law), executed on or before the Closing Date, (iii) any installment sale or open transaction disposition made on or before the Closing Date, or (iv) any prepaid amount received on or before the Closing Date, (H) no claim has ever been made by any taxing authority in a jurisdiction where the Company or any Company Subsidiary did not file Tax Returns that the Company or such Company Subsidiary is or may be subject to taxation by that jurisdiction, and (I) the Company has received all requisite shareholder approval of any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of any "excess parachute payment" within the meaning of Section 280G of the Code (or any corresponding provision of state, local or non-U.S. Tax law) as a consequence of the Transaction absent such approval. Each Company Benefit Plan that is a "nonqualified deferred compensation plan" (as defined in Code Section 409A(d)(1)) has been operated since January 1, 2005 in good faith compliance with Code Section 409A and Internal Revenue Service Notice 2005-1 and no Company Benefit Plan that is a "nonqualified deferred compensation plan" has been materially modified (as determined under Notice 2005-1) after October 3, 2004. For purposes of determining the Parent Common Stock ownership of the Shareholders, Sections 267(c) and 1563(e) of the Code will apply.

(k)Material Contracts. (i) Section 2.1(k)(i) of the Company Disclosure Letter identifies the following categories of Contracts to the extent the Company or a Company Subsidiary has any continuing obligation thereunder: (A) Contracts relating to the borrowing of money or obtaining of or extension of credit in excess of $150,000, (B) joint venture, partnership and similar Contracts involving a sharing of profits or expenses, including all material Contracts relating to domestic and foreign minority interests and non-wholly owned investments but excluding foreign affiliate agreements comparable to the representative foreign affiliate agreement previously provided to Purchaser, (C) Contracts pursuant to which the Company or any Company Subsidiary is or may be required to make an investment in any Person in excess of $150,000 (including a Company Subsidiary) in the future, (D) Contracts relating to the acquisition or disposition during the past three years of any material assets other than in the ordinary course of business consistent with past practice, including any pending term sheets, letters of intent or commitment letters, (E) top ten customer Contracts (based on annual revenue), (F) any Contract under which the Company or any Company Subsidiary is restricted from carrying on its business anywhere in the world or subject to any exclusivity relationships, (G) all leases and occupancy agreements relating to real property pursuant to which the Company or any Company Subsidiary has scheduled base rent obligations in excess of $150,000 during the next 12 months, (H) all Contracts underlying the Company Benefit Plans, (I) Contracts with any current or former director, Operating Board member or officer, and (J) without duplication, all Contracts (other than customer Contracts) pursuant to which payments exceeding $150,000 are expected to be made or received during the next 12 months or which are otherwise material to the Company and the Company Subsidiaries, taken as a whole (each, a "Material Contract"). Each Material Contract is a valid and binding agreement of the Company or a Company Subsidiary, as the case may be, and is in full force and effect, and neither the Company nor any Company Subsidiary, nor to the Knowledge of the Company, any other party thereto, is in material default or breach under the terms of any such Material Contract. The Company has furnished Purchaser with a true and complete copy of each written Material Contract and a true and complete summary of all oral Material Contracts.

(l)Insurance. The Company maintains insurance that is commercially reasonable in scope and effect for a privately held company, and all such policies are in full force and effect and, to the Company's Knowledge, there is no basis for termination thereof by any carrier. A materially complete description of such coverage has previously been provided to Purchaser.

(m)Labor Matters. Neither the Company nor any Company Subsidiary is subject to any labor or collective bargaining agreement, organized labor dispute, strike or work stoppage, and no employees of the Company or any Company Subsidiary are represented by any labor organization. The Company and each Company Subsidiary is in compliance with all laws applicable to it relating to the employment of labor, including all such laws relating to wages and hours, the Worker Adjustment and Retraining Notification Act and any similar state, local or foreign "plant closing" law and discrimination, civil rights, safety and health and worker's compensation laws, except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. To the Knowledge of the Company, each Company Subsidiary and R. Blane Walter, no executive, key employee or group of employees currently has notified the Company, any Company Subsidiary or any Shareholder (whether or not in writing) as of the Agreement Date that he, she or they have any plans to terminate employment with the Company and its Company Subsidiary prior to December 31, 2007, independently of or as a result of this Agreement.

(n)Intellectual Property. The Company and each Company Subsidiary owns or has a valid right to use all patents, trademarks, trade names, service marks, domain names, copyrights and any applications and registrations therefor, technology, trade secrets, know-how, computer software and tangible and intangible proprietary information and materials (collectively, "Intellectual Property Rights") as are reasonably necessary in connection with the business of the Company or any Company Subsidiary, except where the failure to own or have a valid right to use such Intellectual Property Right would not have a Material Adverse Effect on the Company. Neither the Company nor any Company Subsidiary has materially infringed, misappropriated or violated any Intellectual Property Rights of any third party. No third party infringes, misappropriates or violates any Intellectual Property Rights owned or exclusively licensed by or to the Company or any Company Subsidiary, except where such infringement, misappropriation or violation would not have a Material Adverse Effect on the Company.

(o)Investment Intent, Etc. Each Shareholder hereby represents and warrants that the Shares are being acquired for such Shareholder's own account, for investment purposes and not with a view to distribution thereof, that such Shareholder has sufficient knowledge and experience in investing in companies similar to Parent in terms of Parent's market capitalization and other relevant factors so as to be able to evaluate the risks and merits of such Shareholder's investment in Parent and that such Shareholder is able financially to bear the risks thereof. Each Shareholder acknowledges and agrees that any sale or distribution of Shares may be made only pursuant to Section 1.9. Each Shareholder hereby consents to such action as Parent deems necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act, including but not limited to placing restrictive legends on certificates evidencing the Shares and delivering stop transfer instructions to Parent's stock transfer agent.

(p)Brokers. No broker, investment banker, financial advisor or other Person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission from the Company or any Company Subsidiary in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company, any Company Subsidiary or any Shareholder, except for UBS. All such obligations to UBS will be paid by the Shareholders.

2.2.Representations and Warranties of Parent and Purchaser. Except as set forth in the disclosure letter delivered by Purchaser to the Company prior to the execution of this Agreement (the "Purchaser Disclosure Letter"), each of Parent and Purchaser hereby represents and warrants to the Company as follows:

(a)Organization, Standing and Corporate Power. Parent is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and has the requisite corporate power and authority to carry on its business as now being conducted. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has the requisite corporate authority to carry on its business as now being conducted. Each of Parent and Purchaser is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, would not have a Material Adverse Effect on Parent. Purchaser has previously made available to the Company complete and correct copies of its and Parent's certificate of incorporation and by-laws, each as amended to the Agreement Date.

(b)Authority; Noncontravention. Each of Parent and Purchaser has the requisite corporate power and authority to enter into this Agreement and the other Transaction Documents and to consummate the transactions contemplated by this Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Purchaser. This Agreement and the Parent Guaranty have been duly executed and delivered by each of Parent and Purchaser, and, assuming the due authorization, execution and delivery by the other parties hereto or thereto, constitute the valid and binding obligations of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with their respective terms, subject to the Bankruptcy Exception. The other Transaction Documents will be, at or prior to the Closing, duly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the other parties thereto, when so executed and delivered will constitute the valid and binding obligations of Parent and Purchaser, enforceable against them in accordance with their respective terms, except as the enforcement thereof may be limited by the Bankruptcy Exception. The execution and delivery of this Agreement and the other Transaction Documents by Parent and Purchaser do not or, as applicable, will not, and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents and compliance with the provisions of this Agreement and the other Transaction Documents by Parent and Purchaser will not, (i) conflict with the certificate of incorporation or by-laws (or comparable organizational documents) of Parent or Purchaser, (ii) result in any breach, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or Purchaser under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Parent or Purchaser or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any law applicable to Parent or Purchaser or their respective properties or assets or any judgment, order or decree to which any of Parent or Purchaser or any of their respective properties or assets have been specifically identified as subject, other than, in the case of clauses (ii) and (iii), any such breaches, conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not have a Material Adverse Effect on Parent and that would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by Parent or Purchaser in connection with the execution and delivery of this Agreement and the other Transaction Documents by Parent or Purchaser or the consummation by Parent and Purchaser of the transactions contemplated hereby or thereby, except for (i) the filing of appropriate documents with the relevant authorities of other states in which Parent is qualified to do business and such filings with Governmental Entities to satisfy the requirements of state securities or "blue sky" laws, (ii) the filing of a premerger notification and report form by Parent under the HSR Act, and (iii) such consents, approvals, orders, authorizations, actions, registrations, declarations or filings the failure of which to be made or obtained (as applicable), individually or in the aggregate, would not have a Material Adverse Effect on Parent and would not materially impair the ability of Parent and Purchaser to consummate the transactions contemplated by this Agreement.

(c)Availability of Funds. Parent and Purchaser have delivered to the Company true and correct copies of debt financing commitments from UBS Loan Finance LLC, UBS Securities LLC, Banc of America, N.A. and Banc of America Securities LLC (collectively, the "Lenders") to fund the Transaction (the "Financing Commitment"). Upon funding of the debt contemplated under the Financing Commitment, Parent and Purchaser will have sufficient funds to consummate the transactions contemplated by this Agreement. The Financing Commitment has not been amended, modified, supplemented or terminated and no provision thereof has been waived, in each case in any material respect that would adversely affect Purchaser's ability to consummate the Transaction. Purchaser has no reason to believe that the financing contemplated by the Financing Commitment will not be available to it, and Parent has no reason to believe that the financing contemplated by the Financing Commitment will not be available to Purchaser, as herein contemplated.

(d)Brokers. No broker, investment banker, financial advisor or other Person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or Purchaser, except for Banc of America Securities LLC. All such obligations to Banc of America Securities LLC will be paid by Purchaser or an Affiliate of Purchaser.

(e)Purchaser. Purchaser is a wholly owned Delaware Subsidiary of Parent. Purchaser was formed by Parent solely for the purpose of effecting the Transaction. Purchaser has not engaged in any business activities or conducted any operations other than in connection with the Transaction. Except for obligations or liabilities incurred in connection with its formation, and except for this Agreement and any other agreements or arrangements contemplated by this Agreement and the transactions contemplated hereby and thereby, Purchaser has not incurred, directly or indirectly, any obligations or liabilities or entered into any agreement with any Person.

(f)Status of the Shares. The Shares have been duly authorized and, when issued upon in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable shares of Parent Common Stockand will be free and clear of all Liens, other than those created or imposed by or through the Shareholders. The issuance and delivery of the Shares is not subject to any preemptive right of shareholders of Parent that has not been waived or to any right of first refusal or other right in favor of any person that has not been waived.

(g)SEC Filings. Since September 1, 2004 Parent has filed all required reports, schedules, forms, statements and other documents with the SEC (such documents filed since September 1, 2004, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Parent SEC Documents"). As of their respective dates, the Parent SEC Documents complied (or will comply, in the case of Parent SEC Documents filed prior to the Closing) in all material respects with the requirements of the Securities Act, or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Parent SEC Documents, and none of the Parent SEC Documents contained (or will contain, in the case of Parent SEC Documents filed prior to the Closing) any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents, as of their respective dates, complied (or will comply, in the case of Parent SEC Documents filed prior to the Closing) in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared (or will be prepared, in the case of Parent SEC Documents filed during the Closing Period) in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present (or will fairly present, in the case of Parent SEC Documents filed prior to the Closing) the financial position of Parent and its consolidated subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein that are not expected by Parent to be material individually or in the aggregate). No Material Adverse Effect has occurred with respect to Parent subsequent to June 30, 2005 and prior to the date of this Agreement.

III. PRE-CLOSING COVENANTS

3.1.Conduct of Business. (a) Except as set forth in the Company Disclosure Letter, as otherwise contemplated by this Agreement or as consented to in writing by Parent (which, with respect to clause (x), will not be unreasonably withheld if there is no post-Closing tax or accounting impact on the Company, Purchaser or Parent), during the period from the Agreement Date to the Closing, the Company will, and will cause the Company Subsidiaries to, carry on their respective businesses in the ordinary course consistent in all material respects with past practice and, to the extent substantially consistent therewith, use all reasonable efforts to preserve intact their current business organizations, to keep available the services of their current officers and to preserve their relationships with significant clients and customers. Without limiting the generality or effect of the foregoing (but subject to the exceptions set forth in the Company Disclosure Letter, as otherwise contemplated by this Agreement or as consented to in writing by Parent), during the period from the Agreement Date to the Effective Time, the Company will not and will not permit any Company Subsidiary to:

(i) (A) split, combine or reclassify any of its capital stock or (B) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of the Company Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities;

(ii) issue any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares or voting securities, other than to effect the CHS Transaction;

(iii) adopt any amendment to its articles of incorporation or code of regulations (or other comparable organizational documents);

(iv) except (A) as required by law or as required by Contracts or plans entered into or in existence on or prior to the Agreement Date (and disclosed in the Company Disclosure Letter) and (B) for normal increases in salary and wages in the ordinary course of business consistent with past practice, grant any increase in the compensation or benefits payable or to become payable by the Company or any Company Subsidiary to any director, officer or member of the Company's Operating Board, or adopt any new Company Benefit Plan, or modify in any respect the Company's Special Bonus Plan or any of the awards granted thereunder;

(v) enter into any Material Contract without the consent of Parent (which, with respect to any customer Contract, will not be unreasonably withheld or delayed);

(vi) enter into any other material transaction outside the ordinary course of business consistent with past practice (including by consummating any of the transactions disclosed in Section 2.1(g) of the Company Disclosure Letter that have not been consummated as of the Agreement Date (as indicated therein));

(vii) incur any material indebtedness, or off-balance-sheet liabilities relating to money borrowed, other than accounts payable arising in the ordinary course of business;

(viii) subject to any Lien any material asset;

(ix) purchase, redeem, retire or otherwise acquire any shares of or interests in equity securities of the Company or other securities convertible into, exchangeable for or conferring the right to purchase shares of or interests in equity securities of the Company;

(x) make any material change in the accounting, auditing or tax methods, practices or principles of the Company;

(xi) make or change any Tax election, including terminating or revoking the Company's election to be treated as an "S" corporation within the meaning of Sections 1361 and 1362 of the Code and any similar provision of state, local or foreign law; or

(xii) commit or agree to take any of the foregoing actions.

(b) Except as required by law or permitted by this Agreement, the Parties will not, and will not permit any of their respective Subsidiaries that are controlled by them to, voluntarily take any action that would reasonably be expected to result in any of the Conditions not being satisfied. Without limiting the generality or effect of any other provision hereof, Parent will cause Purchaser to comply with each of its obligations hereunder.

(c) Notwithstanding anything to the contrary in Section 3.1(a) or (b), upon the Closing, the Company will cause (i) all outstanding obligations under the inChord Communications Inc. (F.K.A. Gerbig, Snell/Weisheimer & Associates, Inc.) 2001 Key Personnel Stock Appreciation Rights Plan, as amended, and the inChord Communications Inc. (F.K.A. Gerbig, Snell/Weisheimer & Associates, Inc.) 2001 Executive Stock Appreciation Rights Plan (collectively, the "SAR Plans") to be settled in cash pursuant to the terms and conditions of such plan and documentation in form and substance satisfactory to Purchaser in its reasonable discretion and (ii) the SAR Plans to be terminated.

3.2.Access to Information; Confidentiality. To the extent permitted by applicable law and subject to the confidentiality agreement previously entered into by the Company and Parent or an Affiliate of Parent (the "Confidentiality Agreement"), the Company will, and will cause each Company Subsidiary that it controls to, upon reasonable notice, afford to Parent and its Representatives reasonable access, during normal business hours during the period prior to the Closing, to its properties, books, contracts, commitments, personnel and records and other information concerning its business, properties and personnel as Parent may reasonably request. Prior to the Closing, Parent will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement. Any investigation pursuant to this Section 3.2 will be conducted in such a manner as not to interfere unreasonably with the conduct of the business of the Company or any Company Subsidiary and in no event will any provision hereof be interpreted to require the Company to permit any inspection, or to disclose any information, that the Company determines in good faith may violate any of its obligations with respect to confidentiality provided that the existence of such information is disclosed to Parent and the Company makes a good faith effort to obtain a waiver of such confidentiality restriction if requested by Parent.

3.3.Reasonable Efforts; Cooperation. (a) On the terms and subject to the conditions set forth in this Agreement and the other Transaction Documents, each of the Parties will use reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents and to satisfy the Conditions, including (i) obtaining all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtaining all necessary consents, approvals or waivers from third parties, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement and the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the other Transaction Documents. In furtherance of the foregoing, Parent will (i) cause the Lenders to offer to provide a substitute letter of credit for the letter of credit issued in respect of the New York City Lease prior to the Closing and (ii) if requested by the landlord under the New York City Lease, enter into a guaranty in customary form of the obligations of the Company and any Company Subsidiary thereunder.

(b) Parent and the Company will (i) not later than five business days after the Agreement Date, make the filings required of such Party under the HSR Act with respect to the Transaction and the other transactions contemplated by this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents or other materials received by such Party from the Federal Trade Commission or the Department of Justice or any other Governmental Entity in respect of such filings or the Transaction and the other transactions contemplated by this Agreement, and (iii) cooperate with the other Party in connection with making any filing under the HSR Act and in connection with any filings, conferences or other submissions related to resolving any investigation or other inquiry by any such Governmental Entity under the HSR Act or other law with respect to the Transaction and the other transactions contemplated by this Agreement. Each of Parent and the Company will cause each of their respective Subsidiaries to use its reasonable best efforts to obtain (and will cooperate with each other in obtaining) the termination of all waiting periods under the HSR Act and not to extend any waiting period under the HSR Act. Prior to the termination of this Agreement, each Party will prosecute, cooperate in and defend against any litigation instituted by the Federal Trade Commission or the Department of Justice or any other Governmental Entity that seeks to restrain or prohibit the consummation of the Transaction or that seeks to impose material limitations on the ability of Parent, the Company or any of their respective Affiliates or Subsidiaries to acquire, operate or hold, or to require Parent, the Company or any of their respective Affiliates or Subsidiaries to dispose of or hold separate, any material portion of their assets or business or the Company's assets or business after the Effective Time.

3.4.No Solicitation. Prior to the Closing, the Company will, and will cause the Company Subsidiaries and their respective employees, directors and agents (including each member of the Company's Operating Board) to, and each Shareholder will, immediately suspend any existing negotiations or discussions relating to any merger, consolidation, recapitalization, sale or license of material assets or other business combination, extraordinary transaction or change in control transaction involving the Company (collectively, an "Acquisition Transaction"). Prior to the Closing, the Company will not, and will cause the Company Subsidiaries and their respective employees, directors and agents (including each member of the Company's Operating Board) not to, and each Shareholder will not, (i) solicit any proposals or offers relating to an Acquisition Transaction, or (ii) negotiate or engage in substantive discussions with any third party concerning any proposal for an Acquisition Transaction.

3.5.Financing Efforts. Subject to the terms and conditions of this Agreement, Parent and Purchaser will use commercially reasonable efforts to cause the condition in Section 5.2(g) to be met no later than the Closing Date. In furtherance of the foregoing, Parent and Purchaser will, if necessary, use commercially reasonable efforts to obtain debt financing contemplated by the Financing Commitment from financial institutions in addition to or other than the Lenders (provided that Parent and Purchaser will not be required to seek any alternative financing with terms that are in the aggregate materially less favorable than those contemplated by the Financing Commitment). The Shareholders will cause there to be taken at or prior to the Closing all commercially reasonable actions in relation to the termination of the Company's KeyBank revolving loan and lease line facilities and the release of all liens on the assets of the Company (including interests in and assets of any Company Subsidiary but excluding equipment-specific equipment leases) and provide documentation thereof as may be necessary to satisfy the conditions to the funding of the financing contemplated by the Financing Commitment.

3.6.CHS Transaction. The Shareholders will cause (a) the CHS Transaction to be consummated in accordance with its terms and 100% of the capital stock of the Company issued in respect thereof to be held by Edward G. Mitzen prior to the Closing and (b) Mr. Mitzen to enter into a joinder agreement in form and substance reasonably satisfactory to Purchaser agreeing to be bound as a Shareholder and a Party effective as of the Closing.

3.7.Taylor Search Partners. The Shareholders will use commercially reasonable efforts to cause the minority members of Taylor Search Partners, LLC ("TSP") to agree to defer their option to put their membership interest to TSP to periods beyond December 31, 2007 on terms reasonably acceptable to Purchaser. If the Shareholders are unable to do so, at the Closing, the financial targets in Annex I will be increased equitably, effective upon any change in ownership of TSP, to reflect the Company's higher percentage of the forecasted earnings of TSP.

3.8.RxPedite. The Parties acknowledge that, within a period of six months after the Closing, RxPedite will transition to business arrangements that do not involve the referral to third parties of services that are competitive with service offerings of Parent and its operating businesses as of the Closing Date, or, if such transition is not completed, the Parties will agree to other arrangements or an alternative resolution or disposition involving RxPedite's business and/or such competitive services that are reasonably acceptable to Parent.

IV. POST-CLOSING COVENANTS

4.1.Employee Benefits. (a) If the Closing occurs, from the Closing Date until January 1, 2008, Purchaser will cause the Company to provide compensation and benefits that are substantially comparable in the aggregate to the benefits currently provided by the Company and each Company Subsidiary under the Company Benefit Plans listed in Schedule 4.1(a) to Persons employed by the Company or any Company Subsidiary immediately prior to the Effective Time who continue such employment following the Effective Time (collectively, the "Employees"). The termination of the participation of the Employees in the inChord Communications, Inc. Savings Plan on or after January 1, 2007 will be deemed to be consistent with the undertaking of Purchaser set forth in the preceding sentence so long as such Employees are permitted to participate in any 401(k) plan then maintained for the benefit of other employees of Parent and its Subsidiaries.

(b) If the Closing occurs, for all purposes under the employee benefit plans of Purchaser and its Affiliates (including Parent) providing benefits to any Employee after the Effective Time (the "New Plans"), each Employee will receive credit for his or her service with the Company and its Affiliates before the Effective Time (including predecessor or acquired entities or any other entities for which the Company and its Affiliates have given credit for prior service), for purposes of eligibility, vesting and benefit accrual (but not (i) for purposes of eligibility for subsidized early retirement benefits, (ii) for purposes of benefit accrual under defined benefit pension plans, and (iii) for any new program for which credit for benefit accrual for service prior to the effective date of such program is not given to similarly situated employees of Parent other than the Employees) to the same extent as such Employee was entitled, before the Effective Time, to credit for such service under any similar or comparable Company Benefit Plan (except to the extent such credit would result in a duplication of accrual of benefits). In addition, and without limiting the generality or effect of the foregoing (A) at the Effective Time, each Employee will immediately be eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a similar or comparable Company Benefit Plan in which such Employee participated immediately before the Effective Time (such plans, collectively, the "Old Plans") and (B) for purposes of each such New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Employee, Purchaser will cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Employee and his or her covered dependents to the extent such pre-existing condition exclusions and actively-at-work requirements were inapplicable to or had been satisfied by such Employee and his or her covered dependents immediately prior to the Effective Time under the relevant Old Plan, and Purchaser will cause any eligible expenses incurred by such Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Employee's participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

(c) Each of the parties specified in Schedule 4.1(c) have taken or will take the actions contemplated to be taken by it therein.

4.2.Non-Compete. (a) As additional consideration for the Purchase Price, each Shareholder agrees that, for a period of five years following the Closing Date (the "Non-Competition Period"), he will not, and will cause his controlled Affiliates (as defined below) not to, directly or indirectly engage in Competition anywhere in the world. For this purpose, "Competition" means that a Shareholder or any controlled Affiliate of a Shareholder is or becomes, during the Non-Competition Period, engaged in any capacity whatsoever, including as a director, officer, employee or consultant, in the conduct of, or holds any equity interest in, any business (regardless of form) that is competitive (other than in an immaterial way) with any business conducted by the Company or any Company Subsidiary as of the Closing Date, including advertising, marketing and communications services on behalf of healthcare clients (a "Restricted Business"); provided, however, that the foregoing will not restrict:

(i) any Shareholder from acquiring, in the aggregate together with all controlled Affiliates of such Shareholder, (A) a passive ownership interest of up to 5% of (1) the outstanding capital stock of any publicly traded company, with respect to which the Shareholder is not engaged in the management or the direct or indirect provision of services in any capacity, or (2) any other business, provided that (x) the investments made by all Shareholders and controlled Affiliates of Shareholders in reliance on this clause (2) will be aggregated for purposes of calculating the 5% limitation, (y) the aggregate investments made by all Shareholders in reliance on this clause (2) may not exceed $10 million and (z) the applicable Shareholder must furnish written notice to the Company within five business days after making any investment in reliance on this clause (2) describing such investment in reasonable detail, or (B) a diversified business engaged in part (such part not to be greater than 15% of the aggregate revenues or net income of such business) in a Restricted Business and in other businesses (a "Qualified Diversified Business") if such Shareholder or Person has, within 12 months after the date of the closing of such acquisition, disposed of the assets constituting the Restricted Business or ceased to engage in the Restricted Business; provided, however, that with respect to clause (A) above and, during such 12-month period, clause (B) above (1) the Shareholder will not engage in the management of or the direct or indirect provision of services in any capacity whatsoever to the Restricted Business or provide services on its behalf (exclusive of the services described in clause (2) below) and (2) in the case of a Qualified Diversified Business, the Shareholder may continue to act as a director or member of the acquiring person (provided that, with respect to any Shareholder who is an employee of the Company or any Company Subsidiary as of the Closing Date, service as such a director or member will be permitted only if such directorship or membership is held by such Shareholder as of the date hereof and such Shareholder recuses himself from all deliberations and voting, and uses his reasonable best efforts to recuse himself from all material information flow, with respect to matters relating to the Restricted Business) and the Shareholder (excluding any Shareholder that is an employee of the Company or any Company Subsidiary as of the Closing Date) may also continue to act as a senior executive officer of the acquiring Person and/or as a director or senior officer of the Qualified Diversified Business and exercise supervisory authority with respect to management of the Restricted Business solely in such capacities, but will not function in an operational capacity or otherwise engage in the management of or the direct or indirect provision of services, in any capacity whatsoever, to the Restricted Business;or

(ii) any Shareholder from serving as an officer, employee or director of Cardinal Health, Inc. (other than during any period that such Shareholder will be employed by the Company or any Company Subsidiary); provided, however, that the Shareholder will not engage in the management of or the direct or indirect provision of services, in any capacity whatsoever other than solely as a director of Cardinal Health, Inc. to (A) a Restricted Business or (B) any business of Cardinal Health, Inc. that is competitive with a business conducted by Parent or any Subsidiary of Parent as of the Closing Date; or

(iii) with respect to the Persons listed on Schedule 4.2(b) ("Exempt Persons"), the activities of any Person other than a Shareholder or any controlled Affiliate of a Shareholder (an "Acquiring Person") that may in the future acquire any stock or other equity investment in or debt of such Exempt Persons, regardless of whether such Acquiring Person is engaged in a Restricted Business; provided, however, that the Shareholder does not engage in the management of or the direct or indirect provision of services in any capacity whatsoever to a Restricted Business other than (with respect only to any Shareholder who is not an employee of the Company or any Company Subsidiary as of the Closing Date) solely as a director of the Acquiring Person; or

(iv) any Shareholder from accepting employment with a Person who operates a diversified business, such as (without limitation) a fully-integrated pharmaceutical company, that may include a Restrictive Business or Restricted Business operations (other than during any period that such Shareholder may be employed by the Company or any Company Subsidiary), provided that the Shareholder does not engage in the management of or the direct or indirect provision of such services in any capacity whatsoever with respect to the Restricted Business or the Restricted Business operations.

For purposes hereof, a "controlled Affiliate" means, (i) with respect to each Shareholder, any Person that directly or indirectly, through one or more intermediaries, is controlled by such Shareholder, alone or together with one or more other Shareholders and (ii) with respect to any other Person, means any Person that directly or indirectly, through one or more intermediaries, is controlled by such Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

(b) During the Non-Competition Period, each Shareholder will not, and will cause his controlled Affiliates not to, directly or indirectly, induce or solicit, or aid or assist any Person to induce or solicit, any employees (other than the individuals listed on Schedule 4.2(b)), independent contractors providing advertising or other operational services or customers of the Company to terminate, curtail or otherwise limit their employment by or business relationship with the Company or any Company Subsidiary; provided, however, that no Shareholder or other Person will be prohibited from hiring any such employee who (i) responds to a general solicitation of employment not specifically directed towards the Company or any Company Subsidiary or particular employees of the Company or any Company Subsidiary or (ii) has terminated employment with the Company or any Company Subsidiary at least 12 months prior to such solicitation.

(c) Each Shareholder acknowledges and agrees that money damages would not be an adequate remedy for any breach of his agreements contained in this Section 4.2 and that in addition to any other remedies available to Parent or Purchaser, Parent and Purchaser will be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the agreements contained in this Section 4.2 without any requirement that Parent or Purchaser post a bond. The parties hereto agree that the provisions of this Section 4.2 are reasonable. If a court determines, however, that any provision of this Section 4.2 is unreasonable, either in period of time, geographical area or otherwise, then the parties hereto agree that the provisions of this Section 4.2 should be interpreted and enforced to the maximum extent which such court deems reasonable.

4.3.Indemnification. For a period of six years following the Closing Date, Purchaser will cause the Company to indemnify, defend and hold harmless the present and former directors and elected officers of the Company and the Company Subsidiaries against all liabilities arising out of actions or omissions occurring at or prior to the Closing Date (including, solely with respect to third-party claims, the transactions contemplated by this Agreement) to the extent such persons are entitled to indemnification under the articles of incorporation and code of regulations of the Company as in effect on the date hereof and as previously disclosed to Purchaser. The rights of the indemnified parties under this Section 4.3 will be in addition to any rights such indemnified parties may have by contract or by law. The obligations under this Section 4.3 will not be terminated or modified by Parent or the Company in a manner as to adversely affect any indemnified party to whom this Section 4.3 applies without the consent of the affected indemnified party. In the event that either Parent or the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Persons or (ii) transfers at least 50% of its properties or assets to any Person, then and in each case, proper provision will be made so that the applicable successors and assigns or transferees assume the obligations set forth in this Section 4.3.

4.4.Confidentiality and Access. Following the Closing, the Shareholders will, and will cause their respective controlled Affiliates to, hold in strict confidence, and will not use other than in the conduct of the business of Parent or Purchaser or any of their Affiliates (including the Company), all information concerning the businesses and affairs of the Company that is not generally available to the public. Notwithstanding the foregoing, (i) any Shareholder may disclose such information (A) if the same currently is in the public domain or hereafter is in the public domain other than as a result of a breach of this Section 4.4 by such Shareholder or (B) if the same is later acquired by such Shareholder from another source and such Shareholder did not know that such source is under a contractual, legal or fiduciary obligation to another Person to keep such information confidential and (ii) a Shareholder may disclose such of the foregoing information as is required by law (including by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand, rule of civil procedure or other similar process), or in connection with his or her preparation of Tax Returns or in response to Tax audits or similar proceedings, so long as (x) such Shareholder provides Parent or Purchaser with prompt written notice of any disclosure (unless such information is disclosed solely by virtue of including such information in a Tax Return) so that Parent or Purchaser or the Company may seek a protective order or other appropriate remedy or (y) with respect to any disclosure in connection with his preparation of tax returns or in response to non-public tax audit proceedings, such disclosure is made on a confidential basis. Each Shareholder acknowledges and agrees that money damages would not be an adequate remedy for any breach of its agreements contained in this Section 4.4 and that in addition to any other remedies available to Parent or Purchaser, Parent or Purchaser will be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Section 4.4 without any requirement that Parent or Purchaser post a bond.

4.5.Public Announcements. Upon execution of this Agreement, Parent may issue a press release and/or other public announcement with respect thereto, provided that the Shareholder Representative is first provided with a reasonable opportunity to review and comment on such press release. Prior to the Closing, Parent may make any other public disclosure it believes in good faith is required by law or any listing or trading agreement or rules concerning its publicly traded securities, in each case after providing the Shareholder Representative with a reasonable opportunity to review and comment on such public disclosure and may make other external communications consistent with disclosure that has previously been so reviewed by the Shareholder Representative. From and after the execution of this Agreement (until such time as this Agreement is terminated), neither the Company nor any Shareholder will issue any press release or otherwise make any similar public announcement with respect to the transactions contemplated by this Agreement, including the Transaction, without the prior written consent of Parent and, prior to the Closing, the Shareholder Representative (in each case, not to be unreasonably withheld or delayed).

4.6.Cooperation. Each Party will from time to time execute and deliver such additional instruments, documents, conveyances or assurances and take such other actions as will be necessary or otherwise reasonably requested by another Party to carry out the purposes of this Agreement and the other Transaction Documents and render effective the consummation of the transactions contemplated thereby. The Parties will cooperate fully, as and to the extent reasonably requested by one another, in connection with (i) any pending or threatened legal proceedings relating to the operation of the Company's business, (ii) the preparation and filing of Tax Returns, the making of the Section 338(h)(10) Election (as defined below) and any audit, litigation or other proceeding with respect to Taxes, including by retaining relevant books and records until the expiration of all applicable statutes of limitation and making such records available to the other Parties during business hours upon reasonable prior notice, subject to appropriate confidentiality undertakings, and (iii) obtaining any third party consents required under or in connection with the Company Benefit Plans.

4.7.Confirmations. Each of the Company, Parent and Purchaser (a) hereby confirms that no engagement that either UBS or Jones Day has undertaken or may take on behalf of the Company, Parent or Purchaser will be asserted by any of the Company, Parent or Purchaser either as a conflict of interest with respect to, or as a basis to preclude, challenge or otherwise disqualify UBS or Jones Day from, any current or future representation of one or more of the Shareholders, any beneficiary of any such holder or any one or more Affiliates of any such holder in any matter, including any representations in negotiations, transactions, counseling or litigation adverse to the Company, Parent or Purchaser, (b) hereby waives any conflict of interest that exists on or prior to the Effective Time, or might be asserted to exist after the Effective Time, and any other basis that might be asserted to preclude, challenge or otherwise disqualify UBS or Jones Day in any representation of one or more of the Shareholders, any beneficiary of any such holder or any one or more Affiliates of any such holder with respect to any such matter, and (c) intends for its foregoing conflicts waiver to be effective and fully enforceable and to be relied on by UBS or Jones Day.

4.8.Restricted Activities. Until January 1, 2008, except as expressly contemplated by this Agreement, (a) Parent will cause the business of the Company to be operated as a standalone business, except for changes that Parent and Purchaser believe in good faith when implemented will result in an improvement to the Company's results of operations, (b) each of the Parties will act in good faith with respect to the operation of the Company's business and the calculation of the Earnout Amounts, including, in the case of R. Blane Walter, in his capacity as Shareholder Representative and an executive officer of the Company (without limitation, by complying with the terms of the CEO Employment Contract), and (c) neither Parent, Purchaser nor any other Subsidiary of Parent will cause the Company to take any of the following actions:

(i) sell, lease or otherwise dispose of a material portion of the assets or business of the Company or any material Company Subsidiary through a transaction or series of related transactions;

(ii) enter into any line of business not related to the business then being conducted by the Company and the Company Subsidiaries;

(iii) other than pursuant to a Contractual obligation existing as of the Closing Date or entered into with the approval of the Shareholder Representative following the Closing Date, acquire the stock, assets or business or another Person;

(iv) change its name;

(v) engage in any material transaction with Purchaser, Parent or any of their respective Affiliates other than (a) transactions in the ordinary course of business of Parent, including treasury operations, that do not affect the calculation of any Earnout Amount, (b) the provision of accounting, insurance, benefits programs and other administrative services contemplated by paragraphs (b) and (e) of Annex G, and (c) other transactions in the ordinary course of business on arms'-length terms;

(vi) hire or fire any employee of the Company or any of the Company Subsidiaries other than in accordance with the CEO Employment Contract, provided that (A) the termination of Mr. Walter's employment with the Company or any Company Subsidiary will not violate this clause (c) if, substantially simultaneously therewith, the Forecast Payment is made in accordance with Section 1.5 and (B) the termination of any other employee's employment with the Company or any Company Subsidiary will not violate this clause (c) if (1) the sum of the Company's consolidated EBIT for any four consecutive fiscal quarters falling between January 1, 2006 and December 31, 2007 is less than the amount set forth on Schedule 4.8(c)(vi)(B)(1) or (2) such termination occurs by reason of the death or Disability of the employee;

(vii) establish any new office location;

(viii) require employees of the Company or a Company Subsidiary to spend material time managing the business of any entity other than the Company or any Company Subsidiary, provided that it will not be a breach of the restrictions contained in this clause (viii) to require Mr. Walter to devote a reasonable amount of time to Parent-level management coordination and review, including participation in meetings of division presidents;

(ix) require the Company or a Company Subsidiary to stop providing services to any client of the Company or such Company Subsidiary other than as reasonably required to comply with applicable law, unless the Purchaser and the Shareholder Representative have agreed to (or the Settlement Auditor has determined) an appropriate adjustment or credit for purposes of Section 1.5;

(x) require the Company or a Company Subsidiary to provide services at below-market prices; or

(xi) effect any transaction (or series of transactions) resulting in a Change in Control unless as part of such transaction (or series of transactions) the Forecast Payment is made to the Shareholders (it being understood that (A) the Forecast Payment will offset any amounts payable thereafter to the Shareholders under Section 1.5 of this Agreement on a dollar-for-dollar basis but will not otherwise reduce or eliminate any rights of the Shareholders to receive any amounts payable to the Shareholders under Section 1.5 and (B) amounts earned with respect to Earnout Periods that are complete at the time of such transaction (or series of transactions) will continue to be determined and paid in accordance with Section 1.5).

Notwithstanding the foregoing, the restrictions contained in this clause (c) will terminate immediately following any termination of Mr. Walter's employment with the Company in accordance with Section 7(a), (d) or (e) of the CEO Employment Contract if the Forecast Payment, to the extent required in connection with any such termination pursuant to Section 1.5, is made; provided, further, however that upon any termination of Mr. Walter's employment with the Company under circumstances that do not result in the termination of the restrictions contained in this clause (c), i.e., by virtue of death or disability, such restrictions will continue.

Without limitation of clause (b) above, absent the prior consent of Parent's chief executive officer, no Shareholder will authorize or permit the Company or any Company Subsidiary to (i) enter into any acquisition transaction or make any investment in a Person aggregating more than $100,000 in any calendar year other than a Company Subsidiary (other than RxPedite, LLC), or (ii) make any capital expenditures in excess of $700,000 in calendar years 2005 (pro-rated as of the Closing Date) and 2006, and $770,000 in calendar year 2007.

For purposes of this Agreement, a "Change of Control" means (A) any consolidation or merger of the Company with or into any other corporation or corporations if the surviving corporation of such consolidation or merger is not a controlled Affiliate of Parent or (B) the sale, transfer or assignment of securities of the Company representing a majority of the voting power of all the Company's outstanding voting securities by the holders thereof to an acquiring party other than an Affiliate of Parent in a single transaction or series of related transactions. For purposes of the preceding sentence, "Parent" will be deemed to include any entity to which Parent's rights hereunder are assigned in accordance with clause (a)(i)(A) of the first sentence of Section 9.9.

V. CONDITIONS

5.1.Conditions to Each Party's Obligation to Effect the Transaction. The respective obligation of each Party to effect the Transaction is subject to the satisfaction or waiver at or prior to the Closing of the following conditions:

(a)HSR Act. The waiting period (including any extension thereof) applicable to the consummation of the Transaction under the HSR Act shall have expired or been terminated.

(b)No Injunctions or Restraints. No judgment or order shall have been entered by any Governmental Entity of competent jurisdiction (collectively, "Restraints") and shall be in effect that prevents the consummation of the Transaction; provided, however, that each of the Parties shall have used its reasonable best efforts to prevent the entry of any such Restraint and to appeal as promptly as possible any such Restraint that may be entered.

5.2.Conditions to Obligations of Parent and Purchaser. The obligation of Parent and Purchaser to effect the Transaction is further subject to the satisfaction or Purchaser's waiver (without the joinder of Parent) of the following conditions:

(a)Representations and Warranties. The representations and warranties of the Company and the Shareholders set forth in this Agreement or in the other Transaction Documents (i) that are qualified as to materiality or Material Adverse Effect shall be true and correct in all respects and (ii) not so qualified shall be true and correct in all material respects, in each case when made and on and as of the Closing Date, as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date).

(b)Performance of Covenants of the Company. The Company and each Shareholder shall have performed in all material respects all covenants required to be performed by it or him under this Agreement or the other Transaction Documents at or prior to the Closing Date.

(c)Absence of Change. There shall not have been or occurred any Material Adverse Effect with respect to the Company since June 30, 2005.

(d)Officer's Certificate. The Purchaser shall have been furnished with a certificate dated the Closing Date signed on behalf of the Company by an executive officer and on behalf of the Shareholders by the Shareholders Representative to the effect that the conditions set forth in Sections 5.2(a), 5.2(b) and 5.2(c) have been satisfied.

(e)Terminated Agreements. The agreements set forth on Schedule 5.2(e) shall have been terminated.

(f)Minimum Total Cash. The Company shall have, and shall have provided to Purchaser reasonable substantiating documentation or other evidence that the Company has, Total Cash at least at $4.0 million as of the Closing.

(g)Financing. The net proceeds of the debt financing contemplated by the Financing Commitment shall be available to Parent and Purchaser (assuming compliance by them with all actions within their control contemplated thereby) on substantially the same terms as set forth in the Financing Commitment.

(h)IRS Form 8023. Purchaser shall have received IRS Form 8023 properly executed by each of the Shareholders and their spouses if the applicable shares of Company Common Stock are owned by residents of community property states.

(i)Legal Opinion. Purchaser shall have received a legal opinion of Jones Day, counsel to the Company, substantially in the form attached as Annex D, confirming the capitalization information as of the Closing set forth in the first sentence of Section 2.1(c) and in paragraph 3 of Section 2.1(c) of the Company Disclosure Letter and the other matters set forth in Annex D.

(j)FIRPTA Certificate. Purchaser shall have received an affidavit described in Section 1445(b)(2) of the Code from each Shareholder and an affidavit described in Section 1445(b)(3) of the Code from the Company in form and substance reasonably satisfactory to it.

5.3.Conditions to Obligations of the Company and the Shareholders. The obligation of the Company and the Shareholders to effect the Transaction is further subject to the satisfaction or the Company's and the Shareholder Representative's waiver of the following conditions:

(a)Representations and Warranties. The representations and warranties of Parent and Purchaser set forth in this Agreement or in the other Transaction Documents (i) that are qualified as to materiality or Material Adverse Effect shall be true and correct in all respects and (ii) not so qualified shall be true and correct in all material respects, in each case when made and on and as of the Closing Date, as though made on and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date).

(b)Performance of Covenants of Parent and Purchaser. Each of Parent and Purchaser shall have performed in all material respects all agreements and obligations required to be performed by it under this Agreement or the other Transaction Documents at or prior to the Closing Date.

(c)Absence of Change. There shall not have been or occurred any Material Adverse Effect with respect to Parent since June 30, 2005.

(d)Officer's Certificate. Purchaser shall have furnished to the Company a certificate dated the Closing Date signed on its behalf by an executive officer to the effect that the conditions set forth in Sections 5.3(a), 5.3(b) and 5.3(c) have been satisfied.

(e)Legal Opinion. The Company and the Shareholder Representative shall have received a legal opinion of the Law Office of Kenneth G. Alberstadt PLLC, counsel to Purchaser and Parent, substantially in the form attached as Annex E.

VI. TERMINATION

6.1.Termination. (a)Termination by Mutual Consent. This Agreement may be terminated at any time prior to the Effective Time by mutual written consent of Purchaser (without the joinder of Parent) and the Company (without the joinder of the Shareholders).

(b)Termination by Parent or the Company. This Agreement may be terminated at any time prior to the Effective Time, by action of either Purchaser (without the joinder of Parent) or the Company (without the joinder of the Shareholders):

(i) if the Transaction shall not have been consummated by November 15, 2005 (including by reason of the failure of any condition set forth in Section 5.2 or 5.3 to be satisfied prior to or at the Effective Time); provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(b)(i) is not available to any Party whose breach of any provision of this Agreement results in or causes the failure of the Transaction to be consummated by such time; or

(ii) if any Restraint having the effect set forth in Section 5.1(b) shall be in effect and shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(b)(ii) is not available to any Party whose breach of any provision of this Agreement results in or causes such Restraint or the failure of such Restraint to be removed.

6.2.Effect of Termination. In the event of termination of this Agreement by either the Company or Purchaser as provided in Section 6.1, this Agreement will forthwith become void and have no effect, without any liability or obligation on the part of Parent, Purchaser, the Company or the Shareholders other than the provisions of Section 4.5, Section 4.7, this Section 6.2, Section 6.3 and Article IX, which provisions will survive such termination; provided, however, that nothing herein will relieve any Party from any liability for any breach by such Party of this Agreement.

6.3.Fees and Expenses. Except as expressly provided elsewhere in this Agreement, (a) all fees and expenses incurred by Parent or Purchaser in connection with the Transaction, this Agreement and the transactions contemplated hereby will be paid by Parent or Purchaser and (b) all fees and expenses incurred by the Company or the Shareholders in connection with the Transaction, this Agreement and the transactions contemplated hereby will be paid by the Shareholders.

VII. INDEMNIFICATION

7.1.Indemnification by Shareholders. (a) The Shareholders will severally (in accordance with Section 7.1(d)) and not jointly indemnify and hold harmless Purchaser, its Affiliates (including Parent) and the respective officers, directors, employees, agents, advisers, lenders and representatives of the foregoing (including, after the Closing, the Company) and their respective successors, heirs, executors, administrators, distributees or legal representatives (collectively, the "Purchaser Indemnitees") from and against any and all Losses resulting from or arising out of:

(i) any (A) breach of any representation or warranty of the Company or the Shareholders contained in this Agreement or the other Closing Documents that is qualified by its terms or limited by "materiality" qualifiers and not by any qualifications relating to a "Material Adverse Effect" (or relating to both a "Material Adverse Effect" and the ability of any Party to consummate the transactions contemplated hereby) or (B) material breach of any other representation or warranty of the Company or the Shareholders contained in this Agreement or the other Closing Documents (provided, however, that in determining whether any such material breach occurred, any qualifiers contained in such representation or warranty relating to a "Material Adverse Effect" or the ability of any Party to consummate the transactions contemplated hereby will be disregarded); and

(ii) any material breach of any covenant in this Agreement or the other Closing Documents (other than with respect to Article VIII, which will be governed by Section 8.5).

Notwithstanding the foregoing, the Shareholders will not be required to indemnify the Purchaser Indemnitees with respect to any claim for indemnification resulting from or arising out of matters described in clause (i) above (and not arising out of matters described in clause (ii) above) pursuant to this Article VII, excepting only any claim for misrepresentation or breach of warranty under Section 2.1(c), (d) (but only the first four sentences thereof) or (p) ("Uncapped Warranty Claims"), unless and until the aggregate amount of all claims against the Shareholders exceeds $2.5 million (the "Basket"), in which case the Shareholders will be required to indemnify the Purchaser Indemnitees for Losses in excess of such amount, provided, however, that any claim having a value of less than $5,000 will be disregarded. Furthermore, in no event will the aggregate liability of the Shareholders with respect to claims (other than Uncapped Warranty Claims) for indemnification resulting from or arising out of matters described in clause (i) above (and not arising out of matters described in clause (ii) above) exceed $25.0 million (the "Cap").

(b) The obligations of the Shareholders under clause (ii) of Section 7.1(a) and the obligations of the Shareholders under Section 8.5 may be satisfied by the release of a portion of the Escrow Deposit to Purchaser in accordance with the terms of the Escrow Agreement, by set-off pursuant to Section 7.6 or by direct recourse against the Shareholders. Subject to the last sentence of Section 7.1(a), the obligations of the Shareholders under clause (i) of Section 7.1(a) may be satisfied (x) from the Escrow Deposit in accordance with the terms of the Escrow Agreement and (y) solely to the extent the Escrow Deposit is insufficient to satisfy such obligations (including because of the reservation of a portion of the Escrow Deposit in respect of a Purchaser Indemnity Claim (as defined in the Escrow Agreement) that has not been finally resolved or that is unliquidated in amount), by offset pursuant to Section 7.6 or direct recourse against the Shareholders, provided that the Purchaser Indemnitees will exhaust their rights of offset pursuant to Section 7.6 with respect to undisputed amounts that are otherwise then payable to the Shareholders prior to seeking collection of any judgment or arbitral award against any Shareholder. Neither the determination of the validity or amount of any claim by a Purchaser Indemnitee nor the determination of the liability of any Shareholder therefore nor the collection of any Shareholder's pro rata portion of such liability will be required to be deferred as a consequence of the potential subsequent accrual in favor of any Shareholder of an amount that would be subject to offset pursuant to Section 7.6.

(c) For purposes of satisfying any indemnity claim by a Purchaser Indemnitee, shares of Parent Common Stock held pursuant to the Escrow Agreement will be valued based on Fair Market Value on the date liability for such claim is the subject of a final determination.

(d) The obligations of the Shareholders under this Section 7.1 are several (and not joint) in proportion to the relative percentage of the outstanding shares of Company Common Stock that are beneficially owned by such Shareholders immediately before the Closing. The preceding sentence will not, however, under any circumstances limit the availability of the Escrow Deposit (or the proceeds thereof held in escrow) to satisfy claims for indemnification under this Section 7.1.

7.2.Indemnification by Purchaser. Purchaser will indemnify and hold harmless the Shareholders and their respective successors, heirs, executors, administrators, distributees or legal representatives (collectively, the "Shareholder Indemnitees") from and against any and all Losses resulting from or arising out of:

(i) any (A) breach of any representation or warranty of Parent or Purchaser contained in this Agreement or the other Closing Documents that is qualified by its terms or limited by "materiality" qualifiers or (B) material breach of any other representation or warranty of Parent or Purchaser contained in this Agreement or the other Closing Documents (provided, however, that in determining whether any such material breach occurred, any "Material Adverse Effect" qualifiers contained in such representation or warranty will be disregarded); and

(ii) any material breach of any covenant in this Agreement or the other Closing Documents.

7.3.Defense of Claims. (a) If any Indemnitee receives notice of the assertion or commencement of any Third Party Claim against such Indemnitee with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 calendar days after receipt of such notice of such Third Party Claim. The Indemnifying Party will have the right to participate in or, by giving written notice to the Indemnitee, to assume, the defense of any Third Party Claim at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel (reasonably satisfactory to the Indemnitee), and the Indemnitee will cooperate in good faith in such defense.

(b) If, within 20 calendar days after giving notice of a Third Party Claim to an Indemnifying Party pursuant to Section 7.3(a), an Indemnitee receives written notice from the Indemnifying Party that the Indemnifying Party has elected to assume the defense of such Third Party Claim as provided in the last sentence of Section 7.3(a), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third Party Claim within ten calendar days after receiving written notice from the Indemnitee that the Indemnitee believes the Indemnifying Party has failed to take such steps, or if the Indemnitee determines in good faith, after consultation with its counsel, that its interests require that it be separately represented, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection therewith. Without the prior written consent of the Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder or that would impose a non-monetary obligation on the Indemnitee. If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder or a non-monetary obligation of the Indemnitee and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give written notice to the Indemnitee to that effect. If the Indemnitee fails to consent to such firm offer within ten calendar days after its receipt of such notice, the Indemnitee may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim will not exceed the amount of such settlement offer.

(c) Any claim by an Indemnitee on account of a Loss which does not result from a Third Party Claim (a "Direct Claim") will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof. The Indemnifying Party will have a period of 30 calendar days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such 30 calendar day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available to the Indemnitee on the terms and subject to the provisions of this Agreement.

(d) A failure to give notice as provided in Sections 7.3(a), 7.3(b) or 7.3(c) will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party which was entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise materially prejudiced as a result of such failure.

(e) If the amount of any Loss, at any time subsequent to the making of an indemnity payment, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement, rebate or other payment by or against any other Person, the amount of such reduction, less any costs, expenses, premiums or Taxes incurred in connection therewith, will promptly be repaid by the Indemnitee to the Indemnifying Party. If the amount with respect to which any claim is made under this Section 7.3(e) gives rise to a currently realizable Tax benefit to the Indemnitee, the indemnity payment will be reduced by the amount of such currently realizable Tax benefit then available to the Party making the claim if and to the extent actually realized by such Party in the year in which such indemnity payment is made to such Party or in the next succeeding year. Upon making any indemnity payment, except to the extent in conflict with the terms of any insurance coverage otherwise available to the Indemnitee, the Indemnifying Party will, to the extent of such indemnity payment, be subrogated to all rights of the Indemnitee against any third Person in respect of the Loss to which the indemnity payment relates; provided, however, that (i) the Indemnifying Party is then in compliance with its obligations under this Agreement in respect of such Loss and (ii) until the Indemnitee recovers full payment of its Loss, any and all claims of the Indemnifying Party against any such third Person on account of said indemnity payment will be subrogated and subordinated in right of payment to the Indemnitee's rights against such third Person. Without limiting the generality or effect of any other provision hereof, each such Indemnitee and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights.

7.4.Survival of Representations and Warranties. All representations and warranties contained in this Agreement will survive the Closing until March 31, 2007, provided, however, that (i) the representations and warranties stated in Sections 2.1(a), (c), (d) (but only the first four sentences thereof), (j) and (p) and Sections 2.2(a), (b) (but only the first four sentences thereof), (d) and (f) will survive the Closing until 30 days after the expiration of the applicable statutes of limitations and (ii) the representations and warranties stated in Section 2.1(i) will survive the Closing until the third anniversary of the Closing.

7.5.Exclusive Remedy. The limitations on liability under Section 7.1 are an important bargained-for element of the consideration hereunder. Accordingly, such indemnification, subject to such limitations, will be the sole and exclusive post-Closing remedy of any Purchaser Indemnitee for any claims under or based on the matters covered by Section 7.1(a)(i) of this Agreement, each Party hereby acknowledging that it has not relied on any matter as to which indemnity is not available thereunder. In addition, except as provided under Section 4.2 or Section 4.4 or the preceding sentence, the indemnification provided for in Sections 7.1(a)(ii), 7.2 and 8.5 will be the sole and exclusive post-Closing remedies available to any Party against any other Party for any claims under or based upon this Agreement or the other Closing Documents (but not the Ancillary Agreements). The Parties acknowledge that the representations and warranties contained in this Agreement will not be deemed waived or otherwise affected by any investigation by or on behalf of another Party.

7.6.Set-Off. If the Shareholders are obligated to indemnify any Purchaser Indemnitee pursuant to Section 7.1 or 8.5, Purchaser will be entitled, in addition to any other right or remedy such Purchaser Indemnitee may have, but subject to the limitations set forth in Section 7.1, including the priority of remedies set forth in Section 7.1(b), to exercise rights of set-off against any amounts due and payable by Purchaser or Parent to the Shareholders arising hereunder or that may thereafter be due and payable to the Shareholders hereunder. If Purchaser is obligated to indemnify any Shareholder Indemnitee pursuant to Section 7.2, the Shareholders will be entitled, in addition to any other right or remedy such Shareholder Indemnitee may have, to exercise rights of set-off against any amounts due and payable by the Shareholders to Purchaser or Parent hereunder or that may thereafter become due and payable to Purchaser or Parent hereunder.

VIII. CERTAIN TAX MATTERS

8.1.Section 338(h)(10) Election. (a) Parent, Purchaser and each Shareholder will, at the election of Parent and Purchaser, join in making the Section 338(h)(10) Election with respect to the Transaction. The Parties will reasonably cooperate in completing, executing and assisting with the timely filing of all forms necessary to effectuate the Section 338(h)(10) Election (including IRS Forms 8023 and 8883), in providing all reasonably necessary information and in taking other actions as reasonably necessary to effectuate, preserve and/or amend the Section 338(h)(10) Election. No Party will take any action or position that is inconsistent with the Section 338(h)(10) Election or that would render the Section 338(h)(10) Election invalid. The Shareholders will include any income, gain, loss, deduction or other Income Tax item resulting from the Section 338(h)(10) Election on their individual income Tax Returns to the extent required by law.

(b) For purposes hereof (including Annex G), "Income Taxes" means Taxes that are based on or derived from profits, net income or any other measure of results of a business or component thereof.

8.2.Purchase Price Allocation. The Parties agree that the consideration described in Section 1.3 of this Agreement will be taken into account in determining the "aggregate deemed sales price" and "adjusted grossed-up basis," which will in turn be allocated, for Tax purposes, among the Company's assets as required by Section 338 of the Code and all regulations promulgated thereunder. The Parties further agree that such allocation will be made in a manner consistent with the values of assets shown on Schedule 8.2. Following any payment required pursuant to Sections 1.4(b)(iv) and 1.5, Parent will prepare the required IRS Form 8883 and any similar allocation required under state, local, or foreign law (collectively, "IRS Form 8883"). Parent will permit the Shareholder Representative to review and comment on IRS Form 8883 for a period of 15 days and will make such revisions as are reasonably requested by the Shareholder Representative. The Company, the Company Subsidiaries, the Shareholders and Parent agree to report the Transaction for federal income Tax purposes in accordance with IRS Form 8883 as ultimately filed, and will not take any position or action inconsistent therewith upon examination of any Income Tax Return or in any related refund claim, in any litigation, investigation or otherwise; provided, however, that if, in any audit of any Income Tax Return of the Shareholders, the Company, any Company Subsidiary or Parent by an Income Taxing authority, the fair market values are finally determined to be different from IRS Form 8883, as adjusted, Parent, the Company, the Company Subsidiaries and the Shareholders may (but will not be obligated to) take any position or action consistent with the fair market values as finally determined in such audit.

8.3.Taxable Periods That Begin Before and End After the Closing Date. For purposes of this Agreement, (a) in the case of any taxable period of the Company or any Company Subsidiary that commences prior to and includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Income Taxes of the Company or any Company Subsidiary for the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the last business day immediately prior to the Closing Date (which will be the date prior to the Closing Date) and (b) the amount of such Income Taxes of the Company or any Company Subsidiary for the Pre-Closing Tax Period, whether with respect to a Straddle Period or not, will also be determined as if the taxable period of any partnership or other pass-through entity in which the Company or any Company Subsidiary holds a beneficial interest terminated as of the close of business on the last business day immediately prior to the Closing Date (which will be the date prior to the Closing Date).

8.4.Tax Returns. The Shareholder Representative will prepare and the Company will file any Income Tax Return of the Company for taxable periods ending on or before the Closing Date. Parent will prepare or cause to be prepared and file or cause to be filed all other Tax Returns of the Company or any Company Subsidiary which are filed after the Closing. All Tax Returns filed after the Closing Date will be prepared in a manner consistent with past practice except as otherwise required by applicable law. The Shareholders will be entitled to any Tax refunds or other Tax payments to the Company attributable to Pre-Closing Tax Periods, including as a result of amended returns filed to reallocate income among jurisdictions, provided that in no event will the Shareholders be entitled to retain any such refund or other payment to the extent there is a corresponding tax payment required to be made by the Company in connection with such Tax refund or other Tax payment for which the Company would be entitled to indemnification but for the limitations contained in Section 7.1(a) with respect to Losses arising from a breach of representation or warranty set forth in Section 2.1(j). Furthermore, and without limitation of the preceding sentence, if the Company receives a Tax deduction as a result of the payment by the Shareholders of the Income Taxes described in clause (v) of Section 8.5(a), the Company will pay the amount of the net Tax benefit to the Company related to such deduction to the Shareholder Representative (on behalf of the Shareholders) as such benefit is realized.

8.5.Tax Indemnity. (a) Subject to the provisions of this Section 8.5 but without regard to the limitations under Section 7.1, the Shareholders will, on a several (and not joint) basis in proportion to the relative percentage of the outstanding shares of Company Common Stock that are beneficially owned by such Shareholder immediately before the Closing, indemnify and hold Parent, Purchaser, the Company and the Company Subsidiaries harmless against all Losses (net of all refunds or overpayments in respect of any Pre-Closing Tax Period) attributable to (i) any Income Tax of the Company or any Company Subsidiary for any Pre-Closing Tax Period, including any such Income Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any Company Subsidiary (or any predecessor) is or was a member on or prior to the Closing Date, including pursuant to Section 1.1502-6 of the Treasury Regulations or any analogous or similar state, local or foreign Income Tax law or regulation, (ii) any breach of the Shareholders' covenants in this Article VIII, (iii) all Losses attributable to (x) the failure by the Company to have made a valid election under Section 1362 of the Code (or its equivalent) and any similar provisions of the applicable state laws (where required or allowed) to be taxed as an "S" corporation for all tax years since 1996, (y) the failure of any Company Subsidiary to be either a partnership within the meaning of Section 7701(a)(2) of the Code, a qualified subchapter S subsidiary within the meaning of Section 1361(b)(3)(B) of the Code, or an entity disregarded as separate from the Company under Treasury Regulations Section 301.7701-2(c)(2)(i), or (z) the ownership or acquisition by the Shareholders at any time after the Closing Date (giving effect to the rules contained in Sections 267(c) and 1563(e) of the Code) of shares of Parent Common Stock representing in excess of 19.9% of the shares of Parent Common Stock outstanding as of the Closing Date, (iv) Income Taxes of any Person other than the Company or any Company Subsidiary (including Edward G. Mitzen, Inc.) imposed on the Company or any Company Subsidiary as a transferee or successor, by contract or otherwise, which Income Taxes relate to a period, event or transaction occurring before the Closing, (v) Income Taxes imposed on the Company relating to the operations of the Company and the Company Subsidiaries in New York City through the close of business on the last business day immediately prior to the Closing Date (including any unincorporated business Income Taxes), or (vi) Income Taxes imposed upon the Company attributable to the Section 338(h)(10) Election, including (A) any such Income Tax imposed under Section 1374 of the Code, (B) any such state, local or foreign Income Tax imposed on the gain of the Company or any Company Subsidiary, and (C) any adverse consequences (including any loss of such Income Tax benefits) arising as a result of the Parties' failure or inability to make the Section 338(h)(10) Election as a result of any breach of a representation, warranty or covenant made by the Shareholders or the Company in this Agreement; provided, however, that in any such case the Shareholders will be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes as reflected in Final Net Working Capital. Parent, Purchaser and the Company will indemnify, defend and hold harmless the Shareholders, and each of them, for any Losses attributable to (i) any breach of the covenants of the Company, Parent or Purchaser under this Article VIII and (ii) any Taxes attributable to taxable periods beginning after the Closing. The limitations on indemnification contained in Article VII will not apply to any claim for indemnification under this Article VIII. If a Party has any indemnification obligations with respect to any Loss under both this Article VIII and Article VII, the indemnification obligations under this Article VIII will control and be their exclusive obligation. The Party having indemnity obligations hereunder ("Tax Indemnitors") will reimburse the Tax Indemnitees for any Losses which are the responsibility of the Tax Indemnitors pursuant to this Section 8.5 within ten days after the earlier of (i) receipt of written notice for payment and (ii) payment of such Taxes by any of the Tax Indemnitees. In the event the Tax Indemnitors dispute the amount of a payment for Losses pursuant to this Section 8.5, the undisputed amount will be paid by the Tax Indemnitors in accordance with the previous sentence, and the disputed amount will be paid by the Tax Indemnitors within ten days after the resolution of the dispute pursuant to Section 8.5(b). As used herein "Tax Indemnitees" means (i) Parent, Purchaser, the Company and each Company Subsidiary, with respect to the Shareholders, and (ii) each Shareholder, with respect to Parent, Purchaser and the Company.

(b) A Tax Indemnitee will inform the Tax Indemnitors within 15 days of its receipt of any notice of any Tax audit, assessment, adjustment, examination or proceeding ("Tax Contest") relating in whole or in part to Taxes for which the Tax Indemnitees may be entitled to indemnity from the Tax Indemnitors hereunder or for which the Tax Indemnitors may otherwise be liable; provided, however, that the failure of any Tax Indemnitee to provide such notice will not affect the Tax Indemnitors' indemnity obligations under this Section 8.5 except to the extent that such failure materially prejudices the ability of the Tax Indemnitors to successfully undertake such Tax Contest. If the Tax Indemnitors notify the relevant Tax Indemnitees within 30 days following receipt of notice of such Tax Contest that the Tax Indemnitors intend to exercise their contest rights under this Section 8.5(b), the Tax Indemnitors will have the right to control such Tax Contest at his expense and to employ counsel of his choice; provided, however, that if the Tax Indemnitors elect to control a Tax Contest by paying the Tax at issue and seeking a refund, the Tax Indemnitors must advance the amount of such Tax to the Tax Indemnitees with such advance being repayable only out of the Tax Contest recovery. A Tax Indemnitee will have the right to participate in any such Tax Contest at its own expense, will be entitled to control the disposition of any issue in any such Tax Contest that does not affect a potential liability of the Tax Indemnitors, and will be entitled to jointly control with the Tax Indemnitors the defense and disposition of any issue in any such Tax Contest that relates to any Straddle Period. The Tax Indemnitees will control any other Tax Contests. With respect to a Tax Contest which the Tax Indemnitors are entitled to control, the Tax Indemnitors will have the right to determine all issues relating to the Tax Contest except that the Tax Indemnitors may not settle any Tax Contest without the prior consent of the applicable Tax Indemnitee(s) (which consent may not be unreasonably withheld or delayed). The Tax Indemnitees will deliver to the Tax Indemnitors any power of attorney reasonably required to allow the Tax Indemnitors and their counsel to represent the Tax Indemnitees in connection with any Tax Contest that the Tax Indemnitors are entitled to control hereunder and will use reasonable efforts to provide the Tax Indemnitors with such assistance as may be reasonably requested by the Tax Indemnitors in connection with any such Tax Contest. The Parties each agree to consult with and to keep the other Parties hereto informed on a regular basis regarding the status of any Tax Contest to the extent that such Tax Contest could affect a liability of such other Party (including indemnity obligations hereunder).

(c) Any liability or obligation of the Shareholders under Section 8.5(a) will be several (and not joint) in proportion to the relative percentage of the outstanding shares of Company Common Stock that are beneficially owned by such Shareholder immediately before the Closing.

(d) To the extent allowable under applicable law, all amounts payable under Article VII and this Section 8.5 will be treated for Tax purposes as adjustments to the Stock Purchase Consideration.

8.6.Tax Sharing Agreements. All Tax sharing agreements or similar agreements with respect to or involving the Company or any Company Subsidiary will be terminated as of the Closing Date and, after the Closing Date, the Company and the Company Subsidiaries will not be bound thereby or have any liability thereunder.

8.7.Transfer and Certain Other Taxes. Parent and/or the Company will pay any transfer, documentary, sales, use, stamp, registration and other similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any transfer Tax and any similar Tax imposed in any state or subdivisions). Parent and/or the Company will file all necessary Tax Returns and other documentation with respect to all such Taxes and fees.

IX. GENERAL PROVISIONS

9.1.Notices. All notices, requests, claims, demands and other communications under this Agreement must be in writing and will be deemed given if delivered personally, faxed (upon receipt of answerback and followed within one business day by first-class U.S. mail, postage prepaid) or emailed (with receipt confirmed and followed within one business day by first-class U.S. mail, postage prepaid) or sent by a nationally recognized overnight courier service (providing proof of delivery) to the Parties at the following addresses (or at such other address for a Party as is specified by like notice):

if to the Company, to:

inChord Communications, Inc.

500 Olde Worthington Road

Westerville, Ohio 43082

Attention: R. Blane Walter

Fax No.: (614) 839-7400

Email: bwalter@inchord.com

with a copy to:

Jones Day

222 East 41^st Street

New York, New York 10017-6702

Attention: Robert A. Profusek, Esq.

Fax No.: 212.755.7306

Email: raprofusek@jonesday.com

if to any Shareholder, to

inChord Communications, Inc.

500 Olde Worthington Road

Westerville, Ohio 43082

Attention: Shareholder Representative

Fax No.: (614) 839-7400

Email: bwalter@inchord.com

with a copy to:

Jones Day

222 East 41^st Street

New York, New York 10017-6702

Attention: Robert A. Profusek, Esq.

Fax No.: 212.755.7306

Email: raprofusek@jonesday.com

if to Parent or Purchaser, to Parent as follows:

Ventiv Health, Inc.

Vantage Court North

200 Cottontail Lane

Somerset, New Jersey 08873

Attention: Chief Executive Officer

Fax No.: 732-537-5033

Email: ebroshy@ventiv.com

with a copy to:

Law Office of Kenneth G. Alberstadt PLLC

111 Broadway, 18^th Floor

New York, New York 10006

Attention: Kenneth G. Alberstadt

Fax No.: 212-404-7567

Email: kalberstadt@alnyc.com

Notice will be effective when dispatched if delivered personally or by fax or on receipt of delivery by overnight courier service.

9.2.Interpretation. When a reference is made in this Agreement to an Article, Section, Schedule or Annex, such reference is to an Article or Section of, or a Schedule or Annex to, this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement. In the event of an ambiguity or question of intent or interpretation, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement. No provision of this Agreement will be interpreted in favor of, or against any of the Parties hereto by reason of the extent to which any such Party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof or thereof. Whenever the words "include," "includes" or "including" are used in this Agreement, they will be deemed to be followed by the words "without limitation." The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement will have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.

9.3.Certain Defined Terms. In addition to the terms defined elsewhere herein, the following terms will have the meanings indicated when used herein with initial capital letters:

"Affiliate" of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such first Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

"Ancillary Agreements" means, with respect to any Party, all agreements, documents, instruments and certificates required or contemplated by this Agreement to be executed by such Party, other than the Closing Documents.

"CEO Employment Contract" means the employment agreement for R. Blane Walter attached as Annex F.

"CHS Merger Event Agreement" means the Merger Event Agreement, dated February 28, 2003, relating to Creative Healthcare Solutions, LLC.

"Closing Documents" means this Agreement, the Escrow Agreement and the Parent Guaranty.

"Code" means the Internal Revenue Code of 1986.

"Contract" means, regardless of case, any agreement, contract, commitment, order, license, lease, promissory note or other instrument or arrangement to which the Company or any Company Subsidiary is a party, or by which any of its assets is subject.

"Disabled" means suffering a physical or mental incapacity as a result of which an employee of the Company or any Company Subsidiary becomes unable to continue to perform fully his or her employment duties, with "reasonable accommodation," as defined in the Americans with Disabilities Act and applicable state laws, for 60 business days in any 12-month period.

"EBIT" has the meaning set forth on Annex G.

"Indemnifying Party" means any Person required to provide indemnification pursuant to Section 7.1 or 7.2.

"Indemnitee" means any Purchaser Indemnitee or Shareholder Indemnitee.

"Knowledge," regardless of case, means the actual knowledge of the relevant Person, if an individual, or, if an entity, such entity's executive officers, after conducting such inquiry as the relevant Person determines to be appropriate in the circumstances.

"Liens" means all pledges, claims, liens, options, charges, easements, restrictions, covenants, conditions of record, encroachments, encumbrances and security interests of any kind or nature whatsoever.

"Losses" means all claims, liabilities, obligations, losses, fines, costs, judgments, amounts paid in settlement, penalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses, court costs, consulting fees, expert witness fees and reasonable attorneys' fees incurred in the investigation or defense of the relevant matter, and excluding, for purposes of any indemnity claim that is not a Third Party Claim, punitive damages.

"Material Adverse Effect" means an event or circumstance that has had, or more likely than not in the foreseeable future would have, a material adverse effect on the business or the consolidated financial condition or results of operations of the relevant entity and their Subsidiaries, taken together as a whole, excluding any such effect resulting from or arising out of (i) changes or conditions generally affecting the United States economy or financial markets or (ii) the execution or performance of this Agreement or the announcement thereof.

"Net Revenues" of the Company means the consolidated revenues of the Company and the Company Subsidiaries net of pass-through expenses, determined on a consistent basis between periods, determined in the same manner as, and using the same principles and policies used in calculating, the "Gross Profit" line item on the Consolidated Statement of Operations included in the 2004 Financial Statements.

"Net Working Capital" of the Company means the remainder of (i) the consolidated current assets of the Company (excluding, among other intercompany items, intercompany work in process), minus (ii) the consolidated current liabilities of the Company, each determined in accordance with the Working Capital Accounting Principles, including Schedule 1.4.

"New York Lease" means the Lease Agreement dated May 10, 2004 between a subsidiary of the Company and New York Life Insurance.

"Parent Common Stock" means the Common Stock, par value $0.001 per share, of Parent.

"Person" means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Entity or other entity (including its permitted successors and assigns).

"Pre-Closing Tax Period" means any taxable period ending on or before the Closing Date and the portion, ending on the Closing Date, of any Straddle Period.

"Prime Rate" means the highest "Prime Rate" published daily in the Money Rates section of The Wall Street Journal.

"Representatives" means any employee, agent, representative, investment banker, attorney or accountant.

"Section 338(h)(10) Election" means the election described in Section 338(h)(10) of the Code, as well as any similar election under state, local or foreign Tax law.

"Shareholder Representative" means R. Blane Walter or, if such Person dies or becomes legally disabled, an individual selected by a majority-in-interest of the Shareholders.

"Subsidiary" means, as to any Person, another Person whose financial condition and results of operations are required to be consolidated with those of the first Person under GAAP and also includes, with respect to the Company, (i) RxPedite, LLC and (ii) from and after the closing of the CHS Transaction, Edward G. Mitzen, Inc., which will be deemed to have been a Company Subsidiary as of the date hereof and as of the Closing Date for purposes of Articles II, VII and VIII (but not Article V).

"Taxes" means all federal, state, local or foreign net and gross income, alternative or add-on minimum, environmental, gross receipts, ad valorem, value added, goods and services, capital stock, profits, license, single business, employment, severance, stamp, unemployment, customs, property, sales, excise, use, occupation, service, transfer, including gift, estate and generation skipping transfer taxes and estate taxes, payroll, franchise, withholding and other taxes or similar governmental duties, charges, fees, levies or other assessments, including any interest, penalties or additions with respect thereto.

"Tax Return" means any return, statement, report, form or filing with respect to Taxes, including any schedules attached thereto and any amendment thereof.

"Third Party Claim" means any claim, action, suit, proceeding or investigation brought under Section 7.1 or 7.2 by any Person that is not a Party or a controlled Affiliate of a Party.

"Total Cash" means the amount of unrestricted cash and cash equivalents in the Company prior to the Closing and will include the aggregate Repaid Note Amount determined and retained by the Company pursuant to Section 1.3(b).

"Transaction Documents" means the Closing Documents and the Ancillary Agreements.

9.4.Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of Purchaser (without the joinder of Parent) and (i) prior to the Closing, on behalf of the Company, and (ii) after the Closing, by the Shareholder Representative (in either case without the joinder of the Shareholders).

9.5.Extension; Waiver. Purchaser (without the joinder of Parent) and (i) prior to the Closing, the Company, and (ii) after the Closing, the Shareholder Representative (in either case without the joinder of the Shareholders) may by written agreement (a) extend the time for the performance of any of the obligations or other acts of any Party, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement, or (c) waive compliance with any of the agreements or conditions contained in this Agreement. The failure of any Party to this Agreement to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights.

9.6.Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same agreement and will become effective when such counterparts have been signed by each of the Parties and delivered to the other Parties. Facsimile signatures to this Agreement will have the same legal effect as manual signatures.

9.7.Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter of this Agreement, and (b) except for the provisions of Article I, Sections 4.1(c), 4.3, 4.7 and Articles VII and VIII, are not intended to confer upon any Person other than the Parties any rights or remedies.

9.8.Governing Law. This Agreement is to be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof.

9.9.Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned, in whole or in part, by operation of law or otherwise, by any of the Parties without the prior written consent of each other Party, provided that no such consent will be required for (a) any post-Closing assignment or delegation (i) of Parent's rights and obligations hereunder (A) in connection with a sale or other transfer (whether directly or indirectly, including by merger or consolidation) of substantially all of the assets of Parent and its consolidated subsidiaries, so long as the surviving or transferee entity in such transaction undertakes to comply with Parent's obligations under this Agreement or (B) to an Affiliate of Parent, provided that Parent remains liable therefor, or (ii) of Purchasers' rights and obligations hereunder in connection with a sale or other transfer (whether directly or indirectly, including by merger or consolidation) of the Company, so long as such transaction complies with Section 4.8 and the surviving or transferee entity(ies) in such transaction undertake to comply with Purchasers' obligations under this Agreement or (b) any pre-Closing or post-Closing assignment of Parent's and Purchasers' rights (but not obligations) hereunder as security for the obligations of Parent or any Affiliate of Parent under credit documentation entered into with a bank or other financial institution, including without limitation the credit documentation contemplated by the Financing Commitment. Any assignment in violation of this Section 9.9 will be void and of no effect. Subject to the preceding two sentences, this Agreement is binding upon, inures to the benefit of, and is enforceable by, the Parties and their respective successors and assigns.

9.10.Consent to Jurisdiction. Each of the Parties (a) consents to submit itself to the personal jurisdiction of the state and federal courts of the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any other court.

9.11.Specific Enforcement. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. The Parties accordingly agree that the Parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any federal court located in the State of Delaware or a Delaware State court, this being in addition to any other remedy to which they may be entitled at law or in equity.

9.12.Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, this Agreement will be modified so as to effect the original intent of the Parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

9.13.Disclosure Letters. Matters reflected in the Company Disclosure Letter and the Purchaser Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Letters. Such additional matters may be set forth for informational purposes, do not necessarily include other matters of a similar nature that are not required to be reflected in such Disclosure Letters, and do not establish any standard or definition of materiality. The Company Disclosure Letter and the Purchaser Disclosure Letter have been arranged in a manner that corresponds to the Sections of this Agreement; provided, however, that a disclosure made in any section of the Company Disclosure Letter or the Purchaser Disclosure Letter that is set forth expressly therein with particularity and is sufficient to reasonably inform the recipient of information required to be disclosed in another section of such Disclosure Letter to avoid a misrepresentation under a Section of this Agreement will be deemed, for all purposes of this Agreement, to have been made under such other section of such Disclosure Letter.

9.14.Parent Guaranty. As of the date hereof, Parent has executed and delivered the Parent Guaranty attached as Annex H (the "Parent Guaranty") hereto pursuant to which it has guaranteed the due and punctual payment and performance of the obligations of Purchaser under this Agreement.

9.15.Pro Ration of Certain Liabilities and Benefits. Any provision herein allocating any payments, liabilities or other items among the Shareholders based on their holdings of shares of Company Common Stock will be determined based on the Shareholders' holdings of Company Common Stock set forth in Section 2.1(c) of the Company Disclosure Letter, taking the CHS Transaction into account and including Edward G. Mitzen as a Shareholder for such purpose, provided that if the Closing does not occur, any such payments, liabilities or other items will be allocated without giving effect to the CHS Transaction and without including Mr. Mitzen.

(Signatures are on the following page.)

NYI-2213418v16

SIGNATURE PAGE

The Parties hereto have caused this Agreement to be duly executed to evidence their acceptance of and agreement to the foregoing.

INCHORD COMMUNICATIONS, INC.

By: /s/ R. Blane Walter

Name: R. Blane Walter

Title: Chairman & CEO

PARENT: VENTIV HEALTH, INC.

By: /s/ Eran Broshy

Name:

Title:

PURCHASER: ACCORDION HOLDING CORPORATION

By: /s/ Eran Broshy

Name:

Title:

SHAREHOLDERS:

/s/ R. Blane Walter

R. Blane Walter

/s/ Matthew D. Walter

Matthew D. Walter

/s/ Peter A. Walter

Peter A. Walter

/s/ Joseph J. Daley

Joseph J. Daly

/s/ Philippe Deschamps

Philippe Deschamps

/s/ Mark S. Frank

Mark S. Frank

/s/ Guy A. Mastrion

Guy A. Mastrion

/s/ Michael Myers

Michael R. Myers

NYI-2213418v16

Annex A to Acquisition Agreement

STOCK PURCHASE TRANSACTION PROVISIONS

A.1.The Transaction.

A.1.1Sale and Transfer of Stock. At the Closing, (a) each Shareholder will deliver, or cause to be delivered, to Purchaser the Common Certificate or Certificates evidencing the Company Common Stock owned by such Shareholder, duly endorsed or accompanied by a duly executed stock power assigning such Company Common Stock to Purchaser and otherwise in good form for transfer and (b) Purchaser will deliver to each Shareholder a promissory note of Purchaser in form and substance reasonably satisfactory to the Shareholder Representative and Purchaser, with a maturity date of two business days after the Closing Date (collectively, the "Purchase Price Notes"), secured by a first and prior lien on the Company Common Stock delivered to Purchaser by such Shareholder at the Closing and payable, on the maturity date, by (i) delivering to the Escrow Agent the portion of the Initial Shares equal to the total number of Initial Shares multiplied by a fraction (A) the numerator of which is the total number of shares of Company Common Stock owned by such Shareholder immediately before the Effective Time and (B) the denominator of which is the total number of shares of Company Common Stock issued and outstanding immediately before the Effective Time and (ii) paying cash in an amount equal to the product of (A) the number of shares of Company Common Stock owned by such Shareholder immediately before the Effective Time multiplied by (B) the quotient of the difference between (1) the Base Purchase Price and (2) the Holdback payable pursuant to the Holdback Note divided by the total number of shares of Company Common Stock issued and outstanding immediately before the Effective Time (the "Stock Purchase Consideration"). The Closing will not be consummated with respect to the Company Common Stock held by any Shareholder unless it is consummated with respect to all outstanding shares of Company Common Stock.

A.1.2Effective Time. The "Effective Time" will be 12:01 a.m., Eastern Time, on the Closing Date.

A.1.3Other Actions. (a) At the Closing, the Company will deliver to Purchaser written resignations, effective as of the Effective Time, of each director of the Company and each officer of the Company.

(b) Immediately upon the consummation of the Transaction, Purchaser, as the sole shareholder of the Company, will adopt resolutions approving as directors of the Company the same individuals who are directors of Purchaser.

(c) Immediately upon the election of the Company's directors pursuant to this Section A.1.3, the newly elected directors will adopt resolutions appointing officers of the Company in the form attached hereto as Annex A-1. It is agreed and understood that Purchaser will have the right to cause the directors and, subject to the terms of the CEO Employment Contract, officers of the Company to be changed from time to time in its sole discretion.

NYI-2213418v16G-

EX-10.1

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this "Agreement") is made as of October ___, 2005, between Ventiv Health, Inc., a Delaware corporation (the "Company"), and (the "Indemnitee").

Recitals

A.The Indemnitee is an executive officer of the Company and/or a member of the Company's Board of Directors (the "Board") and, in such capacity, is performing valuable services for the Company.

B.The Company has adopted By-Laws, as amended (the "By-Laws"), providing for indemnification of the directors and officers of the Company in accordance with Section 145 of the Delaware General Corporation Law (the "DGCL"). The By-Laws and the DGLC specifically provide that they are not exclusive, and contemplate that agreements may be entered into between the Company and directors and officers with respect to indemnification of directors and officers.

C.In recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate management, Delaware law authorizes (and in some instances requires) corporations to indemnify their directors and officers and further authorizes corporations to purchase and maintain insurance for the benefit of their directors and officers.

D.The Company and the Indemnitee further recognize that officers and directors may be exposed to certain risks including the increased risk of litigation and other claims being asserted against directors and executive officers of public companies in today's environment.

E.These factors with respect to the coverage and cost to the Company of D&O Insurance and issues concerning the scope of indemnity under the DGCL and By-Laws generally have raised questions concerning the adequacy and reliability of the protection presently afforded to directors and executive officers.

F.There are at this time no threatened, pending or completed Proceedings (as defined in this Agreement) known to either the Company or the Indemnitee.

G.In order to address such issues and to further induce the Indemnitee to serve and continue to serve as an executive officer and/or a member of the Board, the Company and the Indemnitee desire to enter into this Agreement.

Statement of Agreement

In consideration of the Indemnitee's continued service as an executive officer and/or a member of the Board after the date of this Agreement, the Company and the Indemnitee hereby agree as follows:

1.Indemnity of the Indemnitee. (a) Subject only to the limitations set forth in Section 2 below, the Company shall indemnify the Indemnitee to the full extent not otherwise prohibited by the DGCL or other applicable law, including without limitation indemnity,

(i) against any and all costs, charges and expenses (including legal, expert, and other professional fees and expenses paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in (including on appeal), any Proceeding (defined below), judgments, damages, fines (including excise taxes with respect to employee benefit plans), penalties (whether civil, criminal or other), and amounts paid in settlement actually and reasonably incurred by the Indemnitee (collectively, "Losses"), in connection with any threatened, pending, or completed claim, demand, action, suit or proceeding (whether civil, criminal, administrative, arbitrative or other, whether made pursuant to federal, state or other law, and including, without limitation, an action by or in the right of the Company and any appeal of or from any judgment or decision), or any threatened, pending or completed inquiry or investigation, whether made, instituted or conducted by the Company or any other person, including any federal, state or other governmental entity, that the Indemnitee determines might lead to the institution of any such claim, demand, action, suit or other proceeding (each a "Proceeding"), in any case to which the Indemnitee is or at any time becomes a party or witness, or is threatened to be made a party or witness as a result, directly or indirectly, of (A) serving at any time: (I) as a director, officer, employee, or agent of the Company; or (II) at the request of the Company as a director, officer, employee, trustee, fiduciary, manager, member, or agent of a corporation, partnership, trust, limited liability company, employee benefit plan, or other enterprise or entity, (B) any actual, alleged or suspected act or failure to act by the Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (A) of this sentence; and (ii) otherwise to the fullest extent that the Indemnitee may be indemnified by the Company under the Certificate of Incorporation of the Company, as amended (the "Certificate of Incorporation"), the By-Laws and the DGCL, including, without limitation, the non-exclusivity provisions thereof. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee will be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee or agent of such entity or enterprise and (A) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (B) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (C) the Company or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity. For purposes hereof,"Controlled Affiliate" means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise will be deemed to constitute control for purposes of this definition. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Loss, but not for all of the total amount thereof, the Company will nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled.

2.Limitations on Indemnity. No indemnity pursuant to Section 1 will be paid by the Company:

(a)Except to the extent that the aggregate amount of Losses to be indemnified exceed the aggregate amount of such Losses for which the Indemnitee is actually paid or reimbursed pursuant to directors’ and officers’ liability insurance, if any, which may be purchased and maintained by the Company or any of its subsidiaries or pursuant to the Certificate of Incorporation, the By-Laws or otherwise;

(b)To the extent determined by a court having jurisdiction in the matter, in a final adjudication from which there is no further right of appeal, that the Indemnitee actually realized a personal gain or profit to which the Indemnitee was not legally entitled, including profit from the purchase and sale by the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended;

(c)On account of the Indemnitee's conduct if it is proven by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except to the extent such indemnity is otherwise permitted under the DGCL;

(d)With respect to any remuneration paid to the Indemnitee determined, by a court having jurisdiction in the matter in a final adjudication from which there is no further right of appeal, to have been in violation of law;

(e)If it shall have been determined by a court having jurisdiction in the matter, in a final adjudication from which there is no further right of appeal, that indemnification is not lawful;

(f)On account of the Indemnitee's conduct to the extent it relates to any matter that occurred prior to the time such individual became an executive officer or a director of the Company; provided, however, that this limitation will not apply to the extent such matter occurred while the Indemnitee was a director, officer, employee or agent of the Company or its subsidiaries (other than prior to the time such entity became a subsidiary of the Company); or

(g)No indemnity pursuant to Section 1 shall be paid by the Company with respect to Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except pursuant to Section 7 with respect to proceedings brought to enforce rights or to collect money due under this Agreement; provided, however, that indemnity may be provided by the Company in specific cases if (i) authorized by another agreement to which the Company is a party whether heretofore or hereafter entered, (ii) otherwise ordered by the court in which the Proceeding is brought, or (iii) the Board finds it to be appropriate.

In no event will the Company be obligated to indemnify the Indemnitee pursuant to this Agreement to the extent such indemnification is prohibited by applicable law. A determination as to whether the Indemnitee will be entitled to indemnification under Section 1 will be made in accordance with Section 3(a) hereof.

3.Advancement of Losses. Losses reasonably incurred by the Indemnitee in connection with any Proceeding will be promptly reimbursed or paid by the Company as they become due in advance of the final disposition of such Proceeding under the procedures set forth in Section 3(b) below. The Indemnitee's right to such advancement is not subject to the satisfaction of any standard of conduct.

4.Certain Procedures Relating to Indemnification.

(a)For purposes of pursuing the Indemnitee's rights to indemnification under Section 1 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit 1 attached hereto and made a part hereof (the “Request for Indemnification”) averring that the Indemnitee is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all amounts for which indemnification is requested. Without limiting Section 3(c), submission of a Request for Indemnification to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 30 calendar days after submission of the Request for Indemnification, make the payments requested in the Request for Indemnification to or for the benefit of the Indemnitee, unless (A) within such 30-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 1 hereof, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board shall notify the Indemnitee within such period of such vote, which notice will disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote and voted to deny indemnification. The provisions of this Section 3 are intended to be procedural only and will not affect the right of the Indemnitee to indemnification under Section 1 of this Agreement so long as the Indemnitee follows the prescribed procedure, and any determination by the Board that the Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Request for Indemnification will be subject to judicial review by any court of competent jurisdiction.

(b)For purposes of obtaining payments of Losses in advance of final disposition pursuant to Section 2, the Indemnitee shall submit to the Company a sworn request for advancement of Losses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the “Undertaking and Request for Payment”), averring that the Indemnitee has reasonably incurred or will reasonably incur actual Losses in defending a Proceeding referred to in Section 1, or pursuant to Section 6 hereof. The Indemnitee shall execute the Undertaking and Request for Payment by which the Indemnitee undertakes to: (A) repay such amount if it is ultimately determined that the Indemnitee is not entitled to be indemnified by the Company under this Agreement or otherwise; and (B) reasonably cooperate with the Company concerning the Proceeding. In the event that the Indemnitee executes the Undertaking and Request for Payment, the Losses which are paid by the Company pursuant thereto will be required to be repaid by the Indemnitee only if the Indemnitee is required to do so under the terms of the Undertaking and Request for Payment. Upon receipt of the Undertaking and Request for Payment, the Company shall thereafter within five business dayspay such Losses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking and Request for Payment. No security will be required in connection with any Undertaking and Request for Payment.

(c)In making any determination under Section 3(a), the Board will presume that Indemnitee has satisfied the applicable standard of conduct, and the Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary. No determination by the Company (including by its Board) that the Indemnitee has not satisfied any applicable standard of conduct will be a defense to any Proceeding by the Indemnitee for indemnification or reimbursement or advance payment of expenses by the Company hereunder or create a presumption that the Indemnitee has not met any applicable standard of conduct.

5.Continuation of Obligations. All obligations of the Company under this Agreement will apply retroactively beginning on the date the Indemnitee commenced as, and will continue during the period that the Indemnitee remains, a director or executive officer of the Company or is, as described above, a director, officer, employee, trustee, fiduciary, manager, member, or agent of another corporation, partnership, limited liability company, trust, employee benefit plan, or other enterprise and will continue thereafter as long as the Indemnitee may be subject to any possible claim or any threatened, pending or completed Proceeding as a result, directly or indirectly, of being such a director, officer, employee, trustee, fiduciary, manager, member, or agent.

6.Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, if a claim is to be made against the Company under this Agreement, the Indemnitee shall notify the Company of the commencement thereof, but the delay or omission to so notify the Company will not relieve the Company from any liability which it may have to the Indemnitee under this Agreement, except to the extent the Company is materially prejudiced by such delay or omission. With respect to any such Proceeding of which the Indemnitee notifies the Company of the commencement:

(a)The Company will be entitled to participate therein at its own expense;

(b)The Company will be entitled to assume the defense thereof, jointly with any other indemnifying party similarly notified, with counsel selected by the Company and approved by the Indemnitee, which approval will not unreasonably be withheld. After notice from the Company to the Indemnitee of the Company's election to assume such defense, the Company will not be liable to the Indemnitee under this Agreement for any legal or other Losses subsequently incurred by the Indemnitee in connection with the defense thereof except as otherwise provided below. The Indemnitee will have the right to employ the Indemnitee's own counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of such defense will be the expenses of the Indemnitee unless (i) the employment of such counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee, upon the advice of counsel, shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense, or (iii) the Company has not in fact employed counsel to assume such defense, in any of which cases the fees and expenses of such counsel will be the expenses of the Company. The Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee, upon the advice of counsel, shall have made the conclusion described in (ii), above. In the event the Company assumes the defense of any Proceeding as provided in this Section 5(b), the Company may defend or settle such Proceeding as it deems appropriate; provided, however, the Company will not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent, which consent will not be unreasonably withheld.

(c)The Company will not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding without the Company's written consent, which consent will not be unreasonably withheld.

(d)The Indemnitee shall cooperate with the Company in all ways reasonably requested by it in connection with the Company fulfilling its obligations under this Agreement.

7.Enforcement. The Company expressly confirms that it has entered into this Agreement and has assumed the obligations of this Agreement in order to induce the Indemnitee to serve or continue to serve as an executive officer and a director of the Company and acknowledges that the Indemnitee is relying upon this Agreement in continuing in such capacities. It is the intent of the Company that the Indemnitee not be required to incur the expenses associated with the enforcement of the Indemnitee's rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it should appear to the Indemnitee that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding to deny or to recover from, the Indemnitee the benefits intended to be provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Indemnitee in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, shareholder, or other person affiliated with the Company, in any jurisdiction. Regardless of the outcome thereof, the Company shall pay and be solely responsible for any and all costs, charges, and expenses, including fees and expenses of attorneys and others, reasonably incurred by the Indemnitee pursuant to this Section 6.

8.Rights Not Exclusive; Non-Transferable.

(a)The indemnification provided by this Agreement will not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Certificate of Incorporation, the By-Laws, any insurance policy, any agreement, any vote of the shareholders or disinterested directors of the Company, the DGCL or applicable law (whether by statute or judicial decision) or otherwise, both as to action in the Indemnitee's official capacity and as to action in another capacity while holding such office and will continue after the Indemnitee has ceased to be a director or an officer, employee or agent of the Company or other entity for which the Indemnitee's service gives rise to a right hereunder, and will inure to the benefit of the Indemnitee's heirs, executors and administrators.

(b)Except as provided in Section 7(a) above, the rights to indemnification provided by this Agreement are personal to the Indemnitee and are non-transferable by the Indemnitee, and no party other than the Indemnitee is entitled to indemnification under this Agreement.

9.Subrogation. In the event of payment under this Agreement, the Company will be subrogated to the extent of such payment to all of the rights of the recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

10.No Construction as Employment Agreement. Nothing contained herein will be construed as giving the Indemnitee, if an employee of the Company or any of its related enterprises, any right to be retained in the employ of the Company or any of its related enterprises.

11.Separability. Each of the provisions of this Agreement is a separate and distinct Agreement and independent of the others so that, if any provision of this Agreement shall be held to be invalid and unenforceable for any reason, such invalidity or unenforceability will not affect the validity or enforceability of the other provisions of this Agreement.

12.Modification to Applicable Law; Amendments to Certification of Incorporation or Bylaws.

(a)In the event there is a change, after the date of this Agreement, in any applicable law (including without limitation the DGCL (whether by statute or judicial decision)) which: (i) expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such change will be automatically included within the scope of the Indemnitee's rights and Company's obligations under this Agreement; or (ii) narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such change, to the extent not otherwise required by such law, will have no effect on this Agreement or the parties' rights and obligations hereunder.

(b)No amendment to the Certificate of Incorporation or the By-Laws will deny, diminish, or encumber the Indemnitee’s rights to indemnity pursuant to the Certificate of Incorporation, the By-Laws, the DGCL, or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date upon which the amendment was approved by the shareholders of the Company (the “Effective Date”). The Company shall not adopt any amendment to its Certificate of Incorporation or By-Laws or take any other action the effect of which is to deny, diminish, or encumber the Indemnitee’s rights to indemnity pursuant to the Certificate of Incorporation, the By-Laws, the DGCL, or any such other law.

13.Partial Indemnity. If the Indemnitee is entitled under any provision of this Agreement to indemnity by the Company for some or a portion of the Losses actually or reasonably incurred by him or her in the investigation, defense, appeal, or settlement of any Proceeding, but not for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such Losses to which the Indemnitee is entitled.

14.Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, without regard to choice of law principles.

15.Successors. This Agreement will be binding upon, inure to the benefit of, and be enforceable by and against the Company and its successors and assigns (including those referred to in the next sentence). The Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company, expressly, absolutely, and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place.

16.Prior Agreements. This Agreement will supersede any other agreements entered into prior to the date of this Agreement between the Company and the Indemnitee concerning the subject matter of this Agreement.

17.Security. To ensure that the Company’s obligations pursuant to this Agreement can be enforced by the Indemnitee, the Company may, at its option, establish a trust pursuant to which the Company’s obligations pursuant to this Agreement and other similar agreements can be funded.

18.Notices. All notices and other communications hereunder shall be in writing and shall be personally delivered or sent by recognized overnight courier service (a) if to the Company, to the then-current principal executive offices of the Company (Attention: Chief Financial Officer) or (b) if to the Indemnitee, to the address of the Indemnitee set forth on the signature page hereto. Either party may change its address for the delivery of notices or other communications hereunder by providing notice to the other party as provided in this Section 18. All notices will be effective upon actual delivery by the methods specified in this Section 18.

19.Modification. This Agreement and the rights and duties of the Indemnitee and the Company hereunder may be modified only by an instrument in writing signed by both parties hereto.

20.Consent to Jurisdiction. The Company and the Indemnitee each hereby irrevocably consents to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and hereby waives any objections or defenses relating to jurisdiction with respect to any lawsuit or other legal proceeding initiated in or transferred to such courts.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

Ventiv Health, Inc.

BY:

Name:

Title:

INDEMNITEE

Exhibit 1

REQUEST FOR INDEMNIFICATION

STATE OF)

)SS

COUNTY OF)

I, ____________________, being first duly sworn, do depose and say as follows:

1.This Request for Indemnification is submitted pursuant to the Indemnification Agreement, dated _______, 2005 (the “Indemnification Agreement”), between Ventiv Health, Inc., a Delaware corporation (the “Company”), and the undersigned.

2.I am requesting indemnification against costs, charges, expenses (which may include fees and expenses of attorneys and/or others), judgments, fines, and amounts paid in settlement (collectively, “Liabilities”), which have been actually and reasonably incurred by me in connection with a claim referred to in Section 1 of the aforesaid Indemnification Agreement.

3.With respect to all matters related to any such claim, I am entitled to be indemnified as herein contemplated pursuant to the aforesaid Indemnification Agreement.

4.Without limiting any other rights which I have or may have, I am requesting indemnification against Liabilities which have or may arise out of .

[Signature of Indemnitee]

Subscribed and sworn to before me, a Notary Public in and for said County and State, this _____ day of _____________, 20__.

[Seal]

My commission expires the _____ day of __________, 20__.

Exhibit 2

UNDERTAKING AND REQUEST FOR PAYMENT

STATE OF)

)SS

COUNTY OF)

I, ___________________, being first duly sworn do depose and say as follows:

1.This Undertaking is submitted pursuant to the Indemnification Agreement, dated _______, 2005, between Ventiv Health, Inc., a Delaware corporation (the “Company”) and the undersigned (the “Indemnification Agreement”).

2.I am requesting payment of costs, charges, and expenses that I have reasonably incurred or will reasonably incur in defending an action, suit or proceeding, referred to in Section 1, or pursuant to Section 7, of the aforesaid Indemnification Agreement.

3.The costs, charges, and expenses for which payment is requested are, in general, all expenses related to  .

4.I hereby undertake to: (a) repay all amounts paid pursuant hereto if it ultimately is determined that I am not entitled to be indemnified by the Company under the aforesaid Indemnification Agreement or otherwise; and (b) reasonably cooperate with the Company concerning the action, suit, proceeding or claim.

[Signature of Indemnitee]

Subscribed and sworn to before me, a Notary Public in and for said County and State, this _____ day of ____________, 20__.

[Seal]

My commission expires the ____ day of ____________, 20__.

EX-10.2

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the “Agreement”) dated this 6th day of September, 2005, between inChord Communications, Inc., an Ohio corporation with an office at 500 Olde Worthington Road, Westerville, Ohio 43082 (the “Employer”), and R. Blane Walter, an individual whose current residence is as reflected in the Employer's records (the “Executive”).

WHEREAS, Ventiv Health, Inc. (“Ventiv”), Accordion Holding Corporation (“AHC”), the Employer and the shareholders of the Employer are parties to that certain Acquisition Agreement dated as of the date hereof (the “Acquisition Agreement”) pursuant to which AHC has agreed to acquire all of the outstanding capital stock of the Employer and the Executive has agreed to certain non-competition obligations;

WHEREAS, in order to induce Ventiv and the Executive to enter into the Acquisition Agreement, the parties are entering into this Agreement simultaneously with the execution of the Acquisition Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions upon which the Employer will employ the Executive.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties agree as follows:

1.   Term of Employment; Title; Duties; Authority.

(a)   The Employer hereby employs the Executive, and the Executive hereby accepts employment with the Employer, upon the terms set forth in this Agreement, effective beginning on the date (the “Effective Date”) of the Closing (as defined in the Acquisition Agreement) and continuing until December 31, 2007 (the “Termination Date”). The Executive shall serve as the President of the Employer during the term of his employment under this Agreement with such authority, duties and responsibilities as are commensurate with such position.

(b)   During the term of his employment hereunder, the Executive shall report to the Chief Executive Officer of Ventiv and to the Board of Directors of Ventiv (the “Ventiv Board”). The Executive shall not take or authorize to be taken any material action on behalf of the Employer outside the ordinary course of the Employer’s business consistent with the past practices of the Employer, or that involves a material long-term commitment on behalf of the Employer, without the prior approval of the Chief Executive Officer of Ventiv. Notwithstanding the foregoing, Ventiv will comply with, and Executive is an intended third-party beneficiary of, Ventiv's obligations under Section 4.8 of the Acquisition Agreement during the period in which the Executive is employed hereunder.

2.   Extent of Services.

(a)   During the term of his employment hereunder, the Executive agrees to devote his entire business time and attention to the performance of his duties under this Agreement. He shall perform his duties to the best of his ability and shall use his best efforts to further the interests of the Employer. The Executive agrees to comply with his obligations under Section 4.8 of the Acquisition Agreement during the period he is employed hereunder. The Executive shall not, during the term of his employment, unless otherwise agreed to in advance in writing by the Employer and the Executive, seek or accept other employment in any other capacity, or become self-employed or be required by the Employer to devote any significant time or energy on projects related to Ventiv or its subsidiaries other than the Employer and its subsidiaries (other than the devotion of a reasonable amount of time to Ventiv-level management coordination and review, including participation in meetings of division presidents). Notwithstanding any other provision of this Section 2(a), it shall not constitute a breach of the Executive’s obligations under this Section 2(a) to (i) serve on corporate, civic or charitable boards or committees, subject to Section 8 hereof, (ii) deliver lectures or fulfill speaking engagements, subject to Section 9 hereof, or (iii) manage personal investments, in each case so long as such activities do not materially interfere with the Executive’s performance of his duties to the Employer. It is expressly understood and agreed that, to the extent that any such activities are being conducted by the Executive as of the date of this Agreement, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) in a substantially similar manner and degree subsequent to the date of this Agreement shall be deemed not to materially interfere with the performance of his duties to the Employer under this Agreement. The Executive shall not be required to be based at any office or location outside the greater Columbus, Ohio metropolitan area or relocate his residence.

(b)   The Executive represents and warrants to the Employer that he is able to enter into this Agreement and that his ability to enter into this Agreement and to fully perform his duties hereunder are not limited to or restricted by any agreements or understandings between the Executive and any other person. For the purposes of this Agreement, the term “person” means any natural person, corporation, partnership, limited liability partnership, limited liability company or any other entity of any nature.

3.Compensation.

(a)   The Employer shall pay the Executive a base salary at an annualized rate of $387,000, subject to such increases as may be approved by the Executive and the Ventiv Board or the Compensation Committee thereof (the “Base Salary”). The Base Salary shall be payable periodically in accordance with the Employer’s policies for executive personnel, less deductions required by law or pursuant to the benefit plans and policies of the Employer and its affiliates.

4.   Fringe Benefits.

(a)   The Executive shall be entitled to such medical and health benefits as shall be made available generally to executive employees of Ventiv and its subsidiaries.

(b)   The Executive shall be entitled to four weeks of vacation during each year of employment, to be prorated monthly for partial years. Such vacation shall be taken at such time or times consistent with the needs of the business of the Employer. The Executive shall be entitled to sick leave and holidays in accordance with the policies of the Employer.

(c)   Until the Termination Date, for so long as the Executive is an officer or director of the Employer, Ventiv or any of their respective subsidiaries, Ventiv shall provide, at its expense, director’s and officer’s insurance and indemnity coverage covering the Executive, in each case on the same terms as it provides to other officers and directors of Ventiv or its subsidiaries.

5.   Reimbursement of Business Expenses.

The Employer shall reimburse the Executive in accordance with Employer’s policies for all reasonable out-of-pocket costs incurred or paid by the Executive in connection with, or related to, the performance of his duties, responsibilities or services under this Agreement, upon presentation by the Executive of documentation, expense statements, vouchers and/or such other supporting information as the Employer may reasonably request.

6.   Death During Employment; Disability.

If the Executive dies during the term of his employment or becomes disabled, the Employer shall pay to the Executive or his estate the compensation that would otherwise be payable to the Executive up to the date of death or disability. The Executive’s employment shall terminate upon the occurrence of such disability. Such termination shall not be deemed to be a termination by the Employer for purposes of Section 7. For purposes of this Agreement, “disabled” means suffering a physical or mental incapacity as a result of which the Executive becomes unable to continue to perform fully his duties, with “reasonable accommodation,” as defined in the Americans with Disabilities Act and applicable state laws, hereunder for 60 business days in any 12-month period.

7.   Termination; Right to Retain Employees.

(a)   Prior to the Termination Date, the Executive’s employment may be terminated by the Employer only (i) for cause, (ii) in the event the Employer fails to achieve the performance measures specified on Schedule I to this Agreement or (iii) in accordance with the provisions of clause (c)(vi) of Section 4.8 of the Acquisition Agreement.

(b)   [reserved]

(c)   For the purposes of this Agreement, “cause” shall mean any of the following: (i) a material breach by the Executive of this Agreement, including without limitation the provisions of Section 8 or 9 hereof, or Section 4.8 of the Acquisition Agreement which, to the extent susceptible of cure, is not cured within ten business days after written notice (or any shorter notice period reasonably necessary to avoid material harm to the Employer or Ventiv) that identifies with reasonable specificity the manner in which the Employer believes the Executive has breached, (ii) the Executive willfully engaging in misconduct which is materially injurious to the Employer or any of its Affiliates (including Ventiv), (iii) the Executive’s willful gross neglect of his duties for which he is employed or refusal or failure to follow the lawful directives of the Chief Executive Officer of Ventiv in any material respect (to the extent such directives are consistent with Section 4.8 of the Acquisition Agreement), in either case which, to the extent susceptible of cure, is not cured within ten business days after written notice thereof (or any shorter notice period reasonably necessary to avoid material harm to the Employer or Ventiv) that identifies with reasonable specificity the willful gross neglect or failure to follow directives, (iv) the Executive’s conviction of a felony or any misdemeanor involving dishonesty, fraud or moral turpitude or the entry of a guilty or nolo contendere plea with respect thereto or (v) any purported resignation by the Executive other than as expressly permitted by this Agreement. For purposes of this Section 7(c), no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Employer. Any act, or failure to act, based upon express authority given pursuant to the written direction of the Chief Executive Officer of Ventiv or the Ventiv Board with respect to such act or omission shall be presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Employer. The termination of the Executive’s employment for cause shall not be deemed to be effective unless and until Ventiv’s Chief Executive Officer finds (after reasonable notice, specifying the particulars thereof in reasonable detail, is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before such person), that, in the good faith opinion of such person, the Executive is guilty of the conduct described in subparagraph (i), (ii), (iii), (iv) or (v) above.

(d)   The Executive may terminate his employment prior to the Termination Date for Good Reason. For purposes of this Agreement, "Good Reason" shall mean (i) the assignment to the Executive of any duties materially inconsistent with the Executive's position as President (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any other action by the Employer which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose any action not taken in bad faith and which is remedied by the Employer within ten business days after receipt of written notice thereof given by the Executive that identifies with reasonable specificity the manner in which the Executive believes the Employer has violated this clause, (ii) any material breach of this Agreement or Section 4.8 of the Acquisition Agreement by the Employer or Ventiv that is not remedied by the Employer or Ventiv within ten business days after written notice to the Employer that identifies with reasonable specificity the manner in which the Executive believes Ventiv or the Employer has breached this Agreement or Section 4.8 of the Acquisition Agreement, (iii) any purported termination by the Employer of the Executive's employment otherwise than as expressly permitted by this Agreement or (iv) any failure by the Employer to comply with and satisfy Section 13(g) of this Agreement which is not remedied within ten business days after the closing of the transaction contemplated by subparagraph (ii) of Section 13(g). The termination of the Executive’s employment for Good Reason shall not be deemed to be effective unless and until the Executive finds (after reasonable notice, specifying the particulars thereof in reasonable detail, is provided to the Chief Executive Officer of Ventiv and the Chief Executive Officer of Ventiv is given an opportunity, together with counsel, to be heard before the Executive), that, in the good faith opinion of the Executive, Ventiv or the Employer has done or failed to do any act described in clauses (i) through (iv) of this Section 3(d).

(e)   The Executive may terminate his employment prior to the Termination Date other than for Good Reason, provided that prior to any voluntary resignation pursuant to this Section 7(e), the Executive shall provide not less than six months’ prior written notice thereof to the Chief Executive Officer of Ventiv (or such lesser period as shall remain prior to the Termination Date, but in no event less than 90 days (even if such 90-day period ends after the Termination Date)).

8.   Non-Solicitation and Non-Competition.

(a)   The Executive acknowledges and agrees to be bound by the provisions of Section 4.2 of the Acquisition Agreement, which are incorporated by reference herein, except that solely for this purpose, “Restricted Business” will mean any business conducted by (A) the Company as of the Closing Date (as defined in the Acquisition Agreement) or prior to the Termination Date while the Executive continues to serve as the President of the Employer or (B) any Ventiv Entity as of the Closing Date. The duration of the covenants contained in said section 4.2, as incorporated herein, will be unaffected by any termination of the Executive’s employment (regardless of the reason therefor) prior the expiration of the Noncompetition Period (as defined in the Acquisition Agreement).

(b)   For purposes of Sections 8 and 9 of this Agreement, the “Ventiv Entities” shall be deemed to refer to Ventiv and each of its subsidiaries, including without limitation the Employer and each of its subsidiaries.

9.   Confidential Information.

(a)   During the Executive's employment under this Agreement and for a period equal to the later of one year after termination hereof and the expiration of any non-competition or non-solicitation covenants to which the Executive shall be bound under this Agreement or the Acquisition Agreement, the Executive shall hold in strict confidence, and shall not use other than in the conduct of the business of any Ventiv Entity (including the Employer), all information concerning the businesses and affairs of the Ventiv Entities. Notwithstanding the foregoing, (i) the Executive may disclose such information (A) if the same currently is in the public domain or hereafter is in the public domain other than as a result of a breach of this Section 9(a) by the Executive or (B) if the same is later acquired by the Executive from another source and the Executive did not know that such source was under a contractual, legal or fiduciary obligation to another person to keep such information confidential and (ii) the Executive may disclose such of the foregoing information as is required by law (including by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand, rule of civil procedure or other similar process), or in connection with his preparation of tax returns or in response to tax audits or similar proceedings, so long as (x) the Executive provides the Employer with prompt written notice of any disclosure (unless such information is disclosed solely by virtue of including such information in a tax return) so that the Employer may seek a protective order or other appropriate remedy or (y) with respect to any disclosure in connection with his preparation of tax returns or in response to non-public tax audit proceedings, such disclosure is made on a confidential basis.

(b)   Upon the effective date of notice of the Executive’s or the Employer’s election to terminate the Executive’s employment with the Employer or upon any termination pursuant to Section 6, or at any time upon the request of any Ventiv Entity, the Executive (or his heirs or personal representatives) shall deliver to the Employer or any other applicable Ventiv Entity all documents and materials containing confidential information as described herein and all documents, materials and other property belonging to the Employer or such Ventiv Entity, which in either case are in the possession or under the control of the Executive (or his heirs or personal representatives).

(c)   All discoveries and works made or conceived by the Executive during and in the course of his employment by the Employer, jointly or with others, that relate to the Employer’s activities shall be owned and assignable by the Employer. The terms “discoveries and works” include, by way of example, inventions, computer programs (including documentation of such programs), technical improvements, processes, drawings and works of authorship (excluding solely works intended for publication and public dissemination in an individual capacity) that relate to the Employer's business or the business, operations or activities of any customer or client of the Employer. The Executive shall promptly notify and make full disclosure to, and execute and deliver any documents requested by, the Employer to evidence or better assure title to such discoveries and works by the Employer, assist the Employer in obtaining or maintaining, at the Employer’s expense, United States and foreign patents, copyrights, trade secret protection and other protection of any and all such discoveries and works, and promptly execute, whether during his employment or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Employer or its assignees and to protect its title thereto. Any discoveries and works which, within six months after the termination of the Executive’s employment hereunder, are made, disclosed, reduced to a tangible or written form or description, or are reduced to practice by the Executive and which pertain to work performed by the Executive while with, and in his capacity as an employee of, the Employer shall, as between the Executive and the Employer, be presumed to have been made during the Executive’s employment by the Employer.

10.   Enforcement.

The parties to this Agreement mutually agree that, in recognition of the dependence of the Employer and Ventiv on Executive’s experience to carry out their respective business plans and Executive’s senior and key position in the Employer and Ventiv, the restrictions detailed in Sections 8 and 9 of this Agreement are necessary and appropriate to give effect to the intended relationships of the parties. The Executive agrees that because damages arising from violations of Sections 8 and 9 of this Agreement are extremely difficult to quantify with certainty, injunctive relief may be necessary to effect the intent of such Sections. Accordingly, Executive hereby consents to the imposition of a preliminary or permanent injunction as a remedy to his breach of Sections 8 and 9 of this Agreement (without any requirement that the Employer post a bond).

It is the desire and intent of the parties hereto that the restrictions set forth in Sections 8 and 9 of this Agreement shall be enforced and adhered to in every particular, and in the event that any provision, clause or phrase shall be declared by a court of competent jurisdiction to be judicially unenforceable either in whole or in part - whether the fault be in duration, geographic coverage or scope of activities precluded - the parties agree that the provisions of Sections 8 and 9 of the Agreement should be interpreted and enforced to the maximum extent that such court deems reasonable.

11.   Property of Employer.

The Executive acknowledges that from time to time in the course of providing services pursuant to this Agreement, he shall have the opportunity to inspect and use certain property, both tangible and intangible, of the Employer, and the Executive hereby agrees that such property shall remain the exclusive property of the Employer and the Executive shall have no right or proprietary interest in such property, whether tangible or intangible including, without limitation, the customer and supplier lists, contract forms, books of account, computer programs and similar property of Employer.

12.Indemnification.

The Employer shall indemnify the Executive to the fullest extent permitted under subsections (1) through (5) of Section 1701.13(E) of the Ohio General Corporation Law (but without limitation of subsection (4) thereof) with respect to the matters described in subsections (1) and (2) of such Section, subject to the requirements of subsection (4) of such Section, provided that the Executive meets the applicable standards of care set forth in said subsections (1) and (2). In the event that there is a change, after the date hereof, in the Ohio General Corporation Law that (a) expands the right of an Ohio corporation to indemnify a member of its board of directors or an officer under such subsections (1) through (5), such change will automatically be included within the scope of the Executive's rights and the Employer's obligations under this Section 12 or (b) narrows the right of an Ohio corporation to indemnify a member of its board of directors or an officer under such subsections (1) through (5), such change, to the extent not otherwise required by such law, will have no effect on this Section 12 or the parties rights and obligations hereunder. If Parent enters into indemnification agreements with any of its other executive officers, the Executive will be provided with contractual indemnification on substantially the same terms as are provided to such other executive officers of Parent. The indemnification authorized by this Section 12 shall not be exclusive of, and shall be in addition to, any other rights granted to the Executive under the Employer's articles or regulations (it being understood that the amendment of the Employer's articles or regulations shall not be a breach hereof), any other agreement or otherwise, both as to action in his official capacity as an employee of the Employer or an executive officer of Parent and as to action in another capacity while holding his positions, and shall continue whether the Executive has ceased to be a director, officer, employee or other representative and shall inure to the benefit of his heirs, executors and administrators.

13.   Miscellaneous.

(a)   All notices required or permitted under this Agreement shall be given as provide in the Acquisition Agreement, addressed to the other party at the address provided therein (with respect to the Employer) or herein (with respect to the Executive), or at such other address or addresses as either party shall designate to the other in writing from time to time.

(b)   Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.

(c)   This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement (including any existing employment agreement between the Employer and Executive, which existing employment agreement shall be deemed to be of no further force or effect upon the Effective Date). Except as specifically set forth in Section 8 of this Agreement and Section 4.2 of the Acquisition Agreement, the Executive will have no other obligation to the Employer, Ventiv or any of their respective subsidiaries with respect specifically to non-competition or non-solicitation pursuant to common law principles, fiduciary duties or any agreement to which the Executive becomes a party (unless such agreement specifically refers to and amends Section 8 of this Agreement or Section 4.2 of the Acquisition Agreement) or any code of conduct or policy of the Employer, Ventiv or any of their respective subsidiaries in effect from time to time.

(d)   This Agreement may be amended or modified only by a written instrument executed by both the Employer and the Executive.

(e)   This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles.

(f)   Any controversy or claim arising out of or relating to this Agreement or the employment relationship between the Executive and the Employer shall be submitted to arbitration under the auspices of the American Arbitration Association in accordance with its Commercial Dispute Resolution Procedures and Rules and at its office in Wilmington, Delaware. The award of the arbitrator shall be final and binding upon the parties, and judgment may be entered with respect to such award in any court of competent jurisdiction. Notwithstanding the foregoing, any controversy or claim arising out of or relating to any claim by the Employer for temporary or preliminary relief with respect to Section 8 or 9 of this Agreement need not be resolved in arbitration and may be resolved in accordance with Section 10. The Executive acknowledges that this agreement to submit to arbitration includes all controversies or claims of any kind (e.g., whether in contract or in tort, statutory or common law, legal or equitable) now existing or hereafter arising under any federal, state, local or foreign law, including, but not limited to, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Family and Medical Leave Act, the Employee Retirement Income Security Act, and the Americans With Disabilities Act, and all similar state laws, and the Executive hereby waives all rights there under to have a judicial tribunal resolve such claims. In the event of any arbitral or legal proceeding between the parties hereto with respect to the subject matter of this Agreement, the party substantially prevailing in any such proceeding shall be entitled to an award from the other party of all legal fees and expenses reasonably incurred in connection with such proceeding. Ventiv, the Employer and the Executive hereby agree that any such payments shall be excluded from, and have no effect on, any calculation of EBIT under this Agreement and the Acquisition Agreement.

(g)   This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns; provided, however, that (i) the obligations of the Executive are personal and shall not be assigned or delegated by the Executive and (ii) each of Ventiv and the Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of its business and/or assets to assume expressly and agree to perform this Agreement in the same manner and to the same extent that Ventiv or the Employer, as the case may be, would be required to perform it if no such succession had taken place.

(h)   No delays or omission by the Employer or the Executive in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Employer or the Executive on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

(i)   The captions appearing in this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

(j)   In case any provision of this Agreement shall be held by a court with jurisdiction over the parties to this Agreement to be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

(k)   Ventiv is an intended third party beneficiary hereof and shall be entitled to enforce the obligations of the Executive hereunder for the benefit of itself and each other Ventiv Entity.

(l)   This Agreement shall terminate automatically if the Acquisition Agreement is terminated prior to the closing thereunder.

[Signature Page Follows]

NYI-2215571v12

[EMPLOYMENT AGREEMENT SIGNATURE PAGE]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

INCHORD COMMUNICATIONS, INC.

By: /s/ William F. O’Donnell

Name: William F. O’Donnell

Title: Chief Financial Officer

/s/ R. Blane Walter

Name: R. Blane Walter

Ventiv hereby guarantees the due and punctual payment and performance of all of the Employer’s obligations hereunder and undertakes to abide by the provisions of Section 12.

VENTIV HEALTH, INC.

By: /s/ Eran Broshy

Name: Eran Broshy

Title: Chief Executive Officer

EX-10.3

$225,000,000

CREDIT AGREEMENT

dated as of October 5, 2005,

among

VENTIV HEALTH, INC.,

as Borrower,

THE GUARANTORS PARTY HERETO,

as Guarantors,

THE LENDERS PARTY HERETO

and

UBS SECURITIES LLC,

as Sole Bookmanager and Joint Lead Arranger

and

KEYBANK N.A. as Documentation Agent,

and

UBS AG, STAMFORD BRANCH,

as Issuing Bank, Administrative Agent and Collateral Agent,

and

UBS LOAN FINANCE LLC,

as Swingline Lender,

and

BANC OF AMERICA SECURITIES LLC,

as Joint Lead Arranger,

and

BANK OF AMERICA, N.A.,

as Syndication Agent

Cahill Gordon & Reindel llp

80 Pine Street

New York, NY 10005

TABLE OF CONTENTS

SectionPage

ARTICLE I

DEFINITIONS

SECTION 1.01Defined Terms

SECTION 1.02Classification of Loans and Borrowings

SECTION 1.03Terms Generally

SECTION 1.04Accounting Terms; GAAP

SECTION 1.05Resolution of Drafting Ambiguities

ARTICLE II

THE CREDITS

SECTION 2.01Commitments

SECTION 2.02Loans

SECTION 2.03Borrowing Procedure

SECTION 2.04Evidence of Debt; Repayment of Loans

SECTION 2.05Fees

SECTION 2.06Interest on Loans

SECTION 2.07Termination and Reduction of Commitments

SECTION 2.08Interest Elections

SECTION 2.09Amortization of Term Borrowings

SECTION 2.10Optional and Mandatory Prepayments of Loans.

SECTION 2.11Alternate Rate of Interest

SECTION 2.12Yield Protection

SECTION 2.13Breakage Payments

SECTION 2.14Payments Generally; Pro Rata Treatment; Sharing of Setoffs

SECTION 2.15Taxes

SECTION 2.16Mitigation Obligations; Replacement of Lenders

SECTION 2.17Swingline Loans

SECTION 2.18Letters of Credit

SECTION 2.19Increase in Commitments

ARTICLE III

REPRESENTATIONS AND WARRANTIES

SECTION 3.01Organization; Powers

SECTION 3.02Authorization; Enforceability

SECTION 3.03No Conflicts

SECTION 3.04Financial Statements; Projections

SECTION 3.05Properties

SECTION 3.06Intellectual Property

SECTION 3.07Equity Interests and Subsidiaries

SECTION 3.08Litigation; Compliance with Laws

SECTION 3.09Agreements

SECTION 3.10Federal Reserve Regulations

SECTION 3.11Investment Company Act; Public Utility Holding Company Act

SECTION 3.12Use of Proceeds

SECTION 3.13Taxes

SECTION 3.14No Material Misstatements

SECTION 3.15Labor Matters

SECTION 3.16Solvency

SECTION 3.17Employee Benefit Plans

SECTION 3.18Environmental Matters

SECTION 3.19Insurance

SECTION 3.20Security Documents

SECTION 3.21Acquisition Documents; Representations and Warranties in Acquisition Agreement

SECTION 3.22Anti-Terrorism Law

ARTICLE IV

CONDITIONS TO CREDIT EXTENSIONS

SECTION 4.01Conditions to Initial Credit Extension

SECTION 4.02Conditions to All Credit Extensions

ARTICLE V

AFFIRMATIVE COVENANTS

SECTION 5.01Financial Statements, Reports, etc.

SECTION 5.02Litigation and Other Notices

SECTION 5.03Existence; Businesses and Properties

SECTION 5.04Insurance

SECTION 5.05Obligations and Taxes

SECTION 5.06Employee Benefits

SECTION 5.07Maintaining Records; Access to Properties and Inspections; Annual Meetings

SECTION 5.08Use of Proceeds

SECTION 5.09Compliance with Environmental Laws; Environmental Reports

SECTION 5.10Interest Rate Protection

SECTION 5.11Additional Collateral; Additional Guarantors

SECTION 5.12Security Interests; Further Assurances

SECTION 5.13Information Regarding Collateral

SECTION 5.14Affirmative Covenants with Respect to Leases

ARTICLE VI

NEGATIVE COVENANTS

SECTION 6.01Indebtedness

SECTION 6.02Liens

SECTION 6.03Sale and Leaseback Transactions

SECTION 6.04Investment, Loan and Advances

SECTION 6.05Mergers and Consolidations

SECTION 6.06Asset Sales

SECTION 6.07Acquisitions

SECTION 6.08Dividends

SECTION 6.09Transactions with Affiliates

SECTION 6.10Financial Covenants

SECTION 6.11Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc.

SECTION 6.12Limitation on Certain Restrictions on Subsidiaries

SECTION 6.13Limitation on Issuance of Capital Stock

SECTION 6.14Limitation on Creation of Subsidiaries

SECTION 6.15Business

SECTION 6.16[Reserved]

SECTION 6.17Fiscal Year

SECTION 6.18[Reserved]

SECTION 6.19No Further Negative Pledge

SECTION 6.20Anti-Terrorism Law; Anti-Money Laundering

SECTION 6.21Embargoed Person

SECTION 6.22Post-Closing Matters

ARTICLE VII

GUARANTEE

SECTION 7.01The Guarantee

SECTION 7.02Obligations Unconditional

SECTION 7.03Reinstatement

SECTION 7.04Subrogation; Subordination

SECTION 7.05Remedies

SECTION 7.06Instrument for the Payment of Money

SECTION 7.07Continuing Guarantee

SECTION 7.08General Limitation on Guarantee Obligations

SECTION 7.09Release of Guarantors

ARTICLE VIII

EVENTS OF DEFAULT

SECTION 8.01Events of Default

SECTION 8.02Rescission

SECTION 8.03Application of Proceeds

ARTICLE IX

THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

SECTION 9.01Appointment and Authority

SECTION 9.02Rights as a Lender

SECTION 9.03Exculpatory Provisions

SECTION 9.04Reliance by Agent

SECTION 9.05Delegation of Duties

SECTION 9.06Resignation of Agent

SECTION 9.07Non-Reliance on Agent and Other Lenders

SECTION 9.08No Other Duties, etc

ARTICLE X

MISCELLANEOUS

SECTION 10.01Notices

SECTION 10.02Waivers; Amendment

SECTION 10.03Expenses; Indemnity; Damage Waiver

SECTION 10.04Successors and Assigns.

SECTION 10.05Survival of Agreement

SECTION 10.06Counterparts; Integration; Effectiveness; Electronic Execution

SECTION 10.07Severability

SECTION 10.08Right of Setoff

SECTION 10.09Governing Law; Jurisdiction; Consent to Service of Process

SECTION 10.10Waiver of Jury Trial

SECTION 10.11Headings

SECTION 10.12Treatment of Certain Information; Confidentiality

SECTION 10.13USA PATRIOT Act Notice

SECTION 10.14Interest Rate Limitation

SECTION 10.15Lender Addendum

SECTION 10.16Obligations Absolute

--

SectionPage

ANNEXES

Annex IAmortization Table

SCHEDULES

Schedule 1.01(a)Refinancing Indebtedness to Be Repaid

Schedule 1.01(b)Subsidiary Guarantors

Schedule 1.01(c)Excluded Subsidiaries

Schedule 3.03Governmental Approvals; Compliance with Laws

Schedule 3.06(c)Violations or Proceedings

Schedule 3.09Material Agreements

Schedule 3.18Environmental Matters

Schedule 3.19Insurance

Schedule 3.21Acquisition Documents

Schedule 4.01(g)Local Counsel

Schedule 4.01(n)(vi)Landlord Access Agreements

Schedule 4.01(o)(iii)Title Insurance Amounts

Schedule 6.01(b)Existing Indebtedness

Schedule 6.02(c)Existing Liens

Schedule 6.04(b)Existing Investments

EXHIBITS

Exhibit AForm of Administrative Questionnaire

Exhibit BForm of Assignment and Assumption

Exhibit CForm of Borrowing Request

Exhibit DForm of Compliance Certificate

Exhibit EForm of Interest Election Request

Exhibit FForm of Joinder Agreement

Exhibit GForm of Landlord Access Agreement

Exhibit HForm of LC Request

Exhibit IForm of Lender Addendum

Exhibit JForm of Mortgage

Exhibit K-1Form of Term Note

Exhibit K-2Form of Revolving Note

Exhibit K-3Form of Swingline Note

Exhibit L-1Form of Perfection Certificate

Exhibit L-2Form of Perfection Certificate Supplement

Exhibit MForm of Security Agreement

Exhibit NForm of Opinion of Company Counsel

Exhibit OForm of Solvency Certificate

Exhibit PForm of Intercompany Note

Exhibit QForm of Non-Bank Certificate

--

CREDIT AGREEMENT

This CREDIT AGREEMENT (this “Agreement”) dated as of October 5, 2005, among VENTIV HEALTH, INC., a Delaware corporation (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC, as bookmanager (in such capacity, “Bookmanager”) and as joint lead arranger (in such capacity, a “Joint LeadArranger”), KeyBank N.A. as documentation agent (in such capacity, “Documentation Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, BANC OF AMERICA SECURITIES LLC, as joint lead arranger (in such capacity, a “Joint Lead Arranger”), and BANK OF AMERICA, N.A., as syndication agent (in such capacity, “Syndication Agent”).

WITNESSETH:

WHEREAS, Borrower and Accordion Holding Corporation, a wholly owned subsidiary of Borrower, have entered into an acquisition agreement, dated as of September 6, 2005 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, the “Acquisition Agreement”), with the existing shareholders of the Acquired Business (collectively, “Seller”) to acquire (the “Acquisition”) inChord Communications, Inc. (the “Acquired Business”).

WHEREAS, Borrower has requested the Lenders to extend credit in the form of (a) Term Loans on the Closing Date, in an aggregate principal amount not in excess of $175,000,000, and (b) Revolving Loans at any time and from time to time prior to the Revolving Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $50,000,000, none of which may be drawn on the Closing Date.

WHEREAS, Borrower has requested the Swingline Lender to make Swingline Loans, at any time and from time to time prior to the Revolving Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $5,000,000.

WHEREAS, Borrower has requested the Issuing Bank to issue letters of credit, in an aggregate face amount at any time outstanding not in excess of $5,000,000, to support payment obligations incurred in the ordinary course of business by Borrower and its Subsidiaries.

WHEREAS, the proceeds of the Loans are to be used in accordance with Section 3.12.

NOW, THEREFORE, the Lenders are willing to extend such credit to Borrower and the Issuing Bank is willing to issue letters of credit for the account of Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01Defined Terms

. As used in this Agreement, the following terms shall have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, is used when such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

“ABR Loan” shall mean any ABR Term Loan or ABR Revolving Loan.

“ABR Revolving Loan” shall mean any Revolving Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“ABR Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“Acquired Business” shall have the meaning assigned to such term in the first recital hereto.

“Acquisition” shall have the meaning assigned to such term in the first recital hereto.

“Acquisition Agreement” shall have the meaning assigned to such term in the first recital hereto.

“Acquisition Consideration” shall mean the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

“Acquisition Documents” shall mean the collective reference to the Acquisition Agreement and the other documents listed on Schedule 3.21.

“Adjusted LIBOR Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, (a) an interest rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) determined by the Administrative Agent to be equal to the LIBOR Rate for such Eurodollar Borrowing in effect for such Interest Period divided by (b) 1 minus the Statutory Reserves (if any) for such Eurodollar Borrowing for such Interest Period.

“Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor pursuant to Article IX.

“Administrative Agent Fee” shall have the meaning assigned to such term in Section 2.05(b).

“Administrative Questionnaire” shall mean an Administrative Questionnaire in substantially the form of Exhibit A.

“Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified; provided, however, that, for purposes of Section 6.09, the term “Affiliate” shall also include (i) any person that directly or indirectly owns more than 10% of any class of Equity Interests of the person specified or (ii) any person that is an executive officer or director of the person specified.

“Agents” shall mean the Administrative Agent and the Collateral Agent; and “Agent” shall mean any of them.

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Alternate Base Rate” shall mean, for any day, a rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the greater of (a) the Base Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 0.50%. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Base Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Base Rate or the Federal Funds Effective Rate, respectively.

“Anti-Terrorism Laws” shall have the meaning assigned to such term in Section 3.22.

“Applicable Excess Cash Flow Percentage” shall mean (i) 0.0%, so long as the Total Leverage Ratio shall be less than 1.0 to 1.0 as of the most recently completed Excess Cash Flow Period, (ii) 25.0%, so long as the Total Leverage Ratio shall be less than 2.0 to 1.0 and greater than or equal to 1.0 to 1.0 as of the most recently completed Excess Cash Flow Period, and (iii) 50.0%, so long as the Total Leverage Ratio shall be greater than or equal to 2.0 to 1.0 as of the most recently completed Excess Cash Flow Period.

“Applicable Fee” shall mean, for any day, with respect to any Commitment, 0.375% per annum.

“Applicable Margin” shall mean, for any day, (i) with respect to any Revolving Loan, in the case of ABR Loans, 0.5% per annum, and in the case of Eurodollar Loans, 1.5% per annum, and (ii) with respect to any Tranche B Loan, in the case of ABR Loans, 0.5% per annum, and in the case of Eurodollar Loans, 1.5% per annum.

“Applicable Percentage” shall mean, with respect to any Lender, the percentage of the total Loans and Commitments represented by such Lender’s Loans and Commitments.

“Approved Fund” shall mean any Fund 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.

“Arranger” shall have the meaning assigned to such term in the preamble hereto.

“Asset Sale” shall mean (a) any conveyance, sale, lease, sublease, assignment, transfer or other disposition (including by way of merger or consolidation and including any Sale and Leaseback Transaction) of any property excluding sales of inventory and dispositions of cash and cash equivalents, in each case, in the ordinary course of business, by Borrower or any of its Subsidiaries and (b) any issuance or sale of any Equity Interests of any Subsidiary of Borrower, in each case, to any person other than (i) Borrower, (ii) any Subsidiary Guarantor or (iii) other than for purposes of Section 6.06, any other Subsidiary.

“Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.04(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit B, or any other form approved by the Administrative Agent.

“Attributable Indebtedness” shall mean, when used with respect to any Sale and Leaseback Transaction, as at the time of determination, the present value (discounted at a rate equivalent to Borrower’s then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction.

“Bailee Letter” shall have the meaning assigned thereto in the Security Agreement.

“Base Rate” shall mean, for any day, a rate per annum that is equal to the corporate base rate of interest established by the Administrative Agent from time to time; each change in the Base Rate shall be effective on the date such change is effective. The corporate base rate is not necessarily the lowest rate charged by the Administrative Agent to its customers.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

“Board of Directors” shall mean, with respect to any person, (i) in the case of any corporation, the board of directors of such person, (ii) in the case of any limited liability company, the board of managers of such person, (iii) in the case of any partnership, the Board of Directors of the general partner of such person and (iv) in any other case, the functional equivalent of the foregoing.

“Borrower” shall have the meaning assigned to such term in the preamble hereto.

“Borrowing” shall mean (a) Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

“Borrowing Request” shall mean a request by Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C, or such other form as shall be approved by the Administrative Agent.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City are authorized or required by law to close; provided, however, that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Capital Expenditures” shall mean, for any period, without duplication, the increase during that period in the gross property, plant or equipment account in the consolidated balance sheet of Borrower and its Subsidiaries, determined in accordance with GAAP, whether such increase is due to purchase of properties for cash or financed by the incurrence of Indebtedness, but excluding (i) expenditures made in connection with the replacement, substitution or restoration of property pursuant to Section 2.10(f) and (ii) any portion of such increase attributable solely to acquisitions of property, plant and equipment in Permitted Acquisitions.

“Capital Lease Obligations” of any person shall mean the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Equivalents” shall mean, as to any person, (a) securities issued, or directly, unconditionally and fully guaranteed or insured, by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition by such person; (b) time deposits and certificates of deposit of any Lender or any commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia having, capital and surplus aggregating in excess of $500.0 million and a rating of “A” (or such other similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) with maturities of not more than one year from the date of acquisition by such person; (c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (b) above, which repurchase obligations are secured by a valid perfected security interest in the underlying securities; (d) commercial paper issued by any person incorporated in the United States rated at least A-1 or the equivalent thereof by Standard & Poor’s Rating Service or at least P-1 or the equivalent thereof by Moody’s Investors Service Inc., and in each case maturing not more than one year after the date of acquisition by such person; (e) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (a) through (d) above; and (f) demand deposit accounts maintained in the ordinary course of business.

“Cash Interest Expense” shall mean, for any period, Consolidated Interest Expense for such period, less the sum of (a) interest on any debt paid by the increase in the principal amount of such debt including by issuance of additional debt of such kind, (b) items described in clause (c) or, other than to the extent paid in cash, clause (g) of the definition of “Consolidated Interest Expense” and (c) gross interest income of Borrower and its Subsidiaries for such period.

“Casualty Event” shall mean any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any property of Borrower or any of its Subsidiaries; provided that no such event shall constitute a Casualty Event unless Borrower and its Subsidiaries receive insurance proceeds or proceeds of a condemnation award or other compensation in respect of such property in an aggregate amount greater than or equal to $500,000. “Casualty Event” shall include but not be limited to any taking of all or any part of any Real Property of any person or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any Requirement of Law, or by reason of the temporary requisition of the use or occupancy of all or any part of any Real Property of any person or any part thereof by any Governmental Authority, civil or military, or any settlement in lieu thereof.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq. and all implementing regulations.

A “Change in Control” shall be deemed to have occurred if:

(a)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause such person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of Voting Stock of Borrower representing more than 40% of the voting power of the total outstanding Voting Stock of Borrower; or

(b)during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of Borrower (together with any new directors whose election to such Board of Directors or whose nomination for election was approved by a vote of a majority of the members of the Board of Directors of Borrower, which members comprising such majority are then still in office and were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of Borrower.

For purposes of this definition, a person shall not be deemed to have beneficial ownership of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking into effect of any law, treaty, order, policy, rule or regulation, (b) any change in any law, treaty, order, policy, rule or regulation or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“Charges” shall have the meaning assigned to such term in Section 10.14.

“Class,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Tranche B Loans, Incremental Term Loans that are not Tranche B Loans or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment, Tranche B Commitment or Swingline Commitment, in each case, under this Agreement as originally in effect or pursuant to Section 2.19, of which such Loan, Borrowing or Commitment shall be a part.

“Closing Date” shall mean the date of the initial Credit Extension hereunder.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” shall mean, collectively, all of the Security Agreement Collateral, the Mortgaged Property and all other property of whatever kind and nature subject or purported to be subject from time to time to a Lien under any Security Document.

“Collateral Agent” shall have the meaning assigned to such term in the preamble hereto.

“Commercial Letter of Credit” shall mean any letter of credit or similar instrument issued for the purpose of providing credit support in connection with the purchase of materials, goods or services by Borrower or any of its Subsidiaries in the ordinary course of their businesses.

“Commitment” shall mean, with respect to any Lender, such Lender’s Revolving Commitment, Tranche B Commitment or Swingline Commitment, and any Commitment to make Term Loans or Revolving Loans of a new Class extended by such Lender as provided in Section 2.19.

“Commitment Fee” shall have the meaning assigned to such term in Section 2.05(a).

“Companies” shall mean Borrower and its Subsidiaries; and “Company” shall mean any one of them.

“Compliance Certificate” shall mean a certificate of a Financial Officer substantially in the form of Exhibit D.

“Confidential Information Memorandum” shall mean that certain confidential information memorandum dated as of May of 2005.

“Consolidated Amortization Expense” shall mean, for any period, the amortization expense of Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Current Assets” shall mean, as at any date of determination, the total assets of Borrower and its Subsidiaries which may properly be classified as current assets on a consolidated balance sheet of Borrower and its Subsidiaries in accordance with GAAP.

“Consolidated Current Liabilities” shall mean, as at any date of determination, the total liabilities of Borrower and its Subsidiaries which may properly be classified as current liabilities (other than the current portion of any Indebtedness) on a consolidated balance sheet of Borrower and its Subsidiaries in accordance with GAAP.

“Consolidated Depreciation Expense” shall mean, for any period, the depreciation expense of Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period, adjusted by (x) adding thereto, in each case only to the extent (and in the same proportion) deducted in determining such Consolidated Net Income and without duplication (and with respect to the portion of Consolidated Net Income attributable to any Subsidiary of Borrower only if a corresponding amount would be permitted at the date of determination to be distributed to Borrower by such Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its Organizational Documents and all agreements, instruments and Requirements of Law applicable to such Subsidiary or its equityholders):

(a)Consolidated Interest Expense for such period,

(b)Consolidated Amortization Expense for such period,

(c)Consolidated Depreciation Expense for such period,

(d)Consolidated Tax Expense for such period,

(e)costs and expenses directly incurred in connection with the Transactions, and

(f)the aggregate amount of all other non-cash charges reducing Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for such period, and

(y) subtracting therefrom the aggregate amount of all non-cash items increasing Consolidated Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business) for such period.

Other than for purposes of calculating Excess Cash Flow, Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to the Acquisition, any Permitted Acquisition and Asset Sales (other than any dispositions in the ordinary course of business) consummated at any time on or after the first day of the Test Period thereof as if the Acquisition and each such Permitted Acquisition had been effected on the first day of such period and as if each such Asset Sale had been consummated on the day prior to the first day of such period.

“Consolidated Fixed Charge Coverage Ratio” shall mean, for any Test Period, the ratio of (a) Consolidated EBITDA for such Test Period to (b) Consolidated Fixed Charges for such Test Period.

“Consolidated Fixed Charges” shall mean, for any period, the sum, without duplication, of

(a)Consolidated Interest Expense for such period;

(b)the aggregate amount of Capital Expenditures for such period;

(c)all cash payments in respect of income taxes made during such period (net of any cash refund in respect of income taxes actually received during such period);

(d)the principal amount of all scheduled amortization payments on all Indebtedness (including the principal component of all Capital Lease Obligations, but excluding such amortization payments on Indebtedness incurred to finance Capital Expenditures included in clause (b) above in such period or any prior period) of Borrower and its Subsidiaries for such period (as determined on the first day of the respective period);

(e)the product of (i) all dividend payments on any series of Disqualified Capital Stock of Borrower or any of its Subsidiaries (other than dividend payments to Borrower or any of its Subsidiaries) multiplied by (ii) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of Borrower and its Subsidiaries, expressed as a decimal; and

(f)the product of (i) all cash dividend payments on any Preferred Stock (other than Disqualified Capital Stock) of Borrower or any of its Subsidiaries (other than dividend payments to Borrower or any of its Subsidiaries) multiplied by (ii) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of Borrower and its Subsidiaries, expressed as a decimal.

“Consolidated Indebtedness” shall mean, as at any date of determination, the aggregate amount of all Indebtedness of Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Coverage Ratio” shall mean, for any Test Period, the ratio of (x) Consolidated EBITDA for such Test Period to (y) Consolidated Interest Expense for such Test Period.

“Consolidated Interest Expense” shall mean, for any period, the total consolidated interest expense of Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP plus, without duplication:

(a)imputed interest on Capital Lease Obligations and Attributable Indebtedness of Borrower and its Subsidiaries for such period;

(b)commissions, discounts and other fees and charges owed by Borrower or any of its Subsidiaries with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings for such period;

(c)amortization of debt issuance costs, debt discount or premium and other financing fees and expenses incurred by Borrower or any of its Subsidiaries for such period;

(d)cash contributions to any employee stock ownership plan or similar trust made by Borrower or any of its Subsidiaries to the extent such contributions are used by such plan or trust to pay interest or fees to any person (other than Borrower or a Wholly Owned Subsidiary) in connection with Indebtedness incurred by such plan or trust for such period;

(e)all interest paid or payable with respect to discontinued operations of Borrower or any of its Subsidiaries for such period;

(f)the interest portion of any deferred payment obligations of Borrower or any of its Subsidiaries for such period; and

(g)all interest on any Indebtedness of Borrower or any of its Subsidiaries of the type described in clause (f) or (k) of the definition of “Indebtedness” for such period;

provided that (a) to the extent directly related to the Transactions, debt issuance costs, debt discount or premium and other financing fees and expenses shall be excluded from the calculation of Consolidated Interest Expense and (b) Consolidated Interest Expense shall be calculated after giving effect to Hedging Agreements (including associated costs), but excluding unrealized gains and losses with respect to Hedging Agreements.

Consolidated Interest Expense shall be calculated on a Pro Forma Basis to give effect to any Indebtedness incurred, assumed or permanently repaid or extinguished during the relevant Test Period in connection with the Acquisition, any Permitted Acquisitions and Asset Sales (other than any dispositions in the ordinary course of business) as if such incurrence, assumption, repayment or extinguishing had been effected on the first day of such period.

“Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss) of Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication:

(a)the net income (or loss) of any person (other than a Subsidiary of Borrower) in which any person other than Borrower and its Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by Borrower or (subject to clause (b) below) any of its Subsidiaries during such period;

(b)the net income of any Subsidiary of Borrower during such period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of that income is not permitted by operation of the terms of its Organizational Documents or any agreement, instrument or Requirement of Law applicable to that Subsidiary during such period, except that Borrower’s equity in net loss of any such Subsidiary for such period shall be included in determining Consolidated Net Income;

(c)any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized during such period by Borrower or any of its Subsidiaries upon any Asset Sale (other than any dispositions in the ordinary course of business) by Borrower or any of its Subsidiaries;

(e)gains and losses due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP for such period;

(f)earnings resulting from any reappraisal, revaluation or write-up of assets;

(g)unrealized gains and losses with respect to Hedging Obligations for such period; and

(h)any extraordinary or nonrecurring gain (or extraordinary or nonrecurring loss), together with any related provision for taxes on any such gain (or the tax effect of any such loss), recorded or recognized by Borrower or any of its Subsidiaries during such period.

For purposes of this definition of “Consolidated Net Income,”“nonrecurring” means any gain or loss as of any date that is not reasonably likely to recur within the two years following such date; provided that if there was a gain or loss similar to such gain or loss within the two years preceding such date, such gain or loss shall not be deemed nonrecurring.

“Consolidated Tax Expense” shall mean, for any period, the tax expense of Borrower and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

“Contested Collateral Lien Conditions” shall mean, with respect to any Permitted Lien of the type described in clauses (a), (b), (e) and (f) of Section 6.02, the following conditions:

(a)Borrower shall cause any proceeding instituted contesting such Lien to stay the sale or forfeiture of any portion of the Collateral on account of such Lien;

(b)at the option and at the request of the Administrative Agent, to the extent such Lien is in an amount in excess of $100,000, the appropriate Loan Party shall maintain cash reserves in an amount sufficient to pay and discharge such Lien and the Administrative Agent’s reasonable estimate of all interest and penalties related thereto; and

(c)such Lien shall in all respects be subject and subordinate in priority to the Lien and security interest created and evidenced by the Security Documents, except if and to the extent that the Requirement of Law creating, permitting or authorizing such Lien provides that such Lien is or must be superior to the Lien and security interest created and evidenced by the Security Documents.

“Contingent Obligation” shall mean, as to any person, any obligation, agreement, understanding or arrangement of such person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (c) 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; (d) with respect to bankers’ acceptances, letters of credit and similar credit arrangements, until a reimbursement obligation arises (which reimbursement obligation shall constitute Indebtedness); or (e) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or any product warranties. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such person may be liable, whether singly or jointly, pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Control Agreement” shall have the meaning assigned to such term in the Security Agreement.

“Credit Extension” shall mean, as the context may require, (i) the making of a Loan by a Lender or (ii) the issuance of any Letter of Credit, or the amendment, extension or renewal of any existing Letter of Credit, by the Issuing Bank.

“Debt Issuance” shall mean the incurrence by Borrower or any of its Subsidiaries of any Indebtedness after the Closing Date (other than as permitted by Section 6.01).

“Debt Service” shall mean, for any period, Cash Interest Expense for such period plus scheduled principal amortization of all Indebtedness for such period.

“Default” shall mean any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.

“Default Rate” shall have the meaning assigned to such term in Section 2.06(c).

“Disqualified Capital Stock” shall mean any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the first anniversary of the Final Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in (a) above, in each case at any time on or prior to the first anniversary of the Final Maturity Date, or (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations; provided, however, that any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the first anniversary of the Final Maturity Date shall not constitute Disqualified Capital Stock if such Equity Interests provide that the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Obligations.

“Dividend” with respect to any person shall mean that such person has declared or paid a dividend or returned any equity capital to the holders of its Equity Interests or authorized or made any other distribution, payment or delivery of property (other than Qualified Capital Stock of such person) or cash to the holders of its Equity Interests as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for consideration any of its Equity Interests outstanding (or any options or warrants issued by such person with respect to its Equity Interests), or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for consideration any of the Equity Interests of such person outstanding (or any options or warrants issued by such person with respect to its Equity Interests). Without limiting the foregoing, “Dividends” with respect to any person shall also include all payments made or required to be made by such person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.

“Documentation Agent” shall have the meaning assigned to such term in the preamble hereto.

“dollars” or “$” shall mean lawful money of the United States.

“Domestic Subsidiary” shall mean any Subsidiary that is organized or existing under the laws of the United States, any state thereof or the District of Columbia.

“Eligible Assignee” shall mean (a) if the assignment does not include assignment of a Revolving Commitment, (i) any Lender, (ii) an Affiliate of any Lender, (iii) an Approved Fund and (iv) any other person approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (b) if the assignment includes assignment of a Revolving Commitment, (i) any Revolving Lender, (ii) an Affiliate of any Revolving Lender, (iii) an Approved Fund of a Revolving Lender and (iv) any other person approved by the Administrative Agent, the Issuing Bank, the Swingline Lender and Borrower (each such approval not to be unreasonably withheld or delayed); provided that (x) no approval of Borrower shall be required during the continuance of a Default or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arranger) and (y) “Eligible Assignee” shall not include Borrower or any of its Affiliates or Subsidiaries or any natural person.

“Embargoed Person” shall have the meaning assigned to such term in Section 6.21.

“Environment” shall mean ambient air, indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources, the workplace or as otherwise defined in any Environmental Law.

“Environmental Claim” shall mean any claim, notice, demand, order, action, suit, proceeding or other communication alleging liability for or obligation with respect to any investigation, remediation, removal, cleanup, response, corrective action, damages to natural resources, personal injury, property damage, fines, penalties or other costs resulting from, related to or arising out of (i) the presence, Release or threatened Release in or into the Environment of Hazardous Material at any location or (ii) any violation or alleged violation of any Environmental Law, and shall include any claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from, related to or arising out of the presence, Release or threatened Release of Hazardous Material or alleged injury or threat of injury to health, safety or the Environment.

“Environmental Law” shall mean any and all present and future treaties, laws, statutes, ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent decrees, code or other binding requirements, and the common law, relating to protection of public health or the Environment, the Release or threatened Release of Hazardous Material, natural resources or natural resource damages, or occupational safety or health, and any and all Environmental Permits.

“Environmental Permit” shall mean any permit, license, approval, registration, notification, exemption, consent or other authorization required by or from a Governmental Authority under Environmental Law.

“Equipment” shall have the meaning assigned to such term in the Security Agreement.

“Equity Interest” shall mean, with respect to any person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such person, including, if such person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the date hereof or issued after the Closing Date, but excluding debt securities convertible or exchangeable into such equity.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ERISA Affiliate” shall mean, with respect to any person, any trade or business (whether or not incorporated) that, together with such person, is treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived by regulation); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (e) the incurrence by any Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by any Company or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (g) the incurrence by any Company or any of its ERISA Affiliates of any liability with respect to the withdrawal from any Plan or Multiemployer Plan; (h) the receipt by any Company or its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (i) the “substantial cessation of operations” within the meaning of Section 4062(e) of ERISA with respect to a Plan; (j) the making of any amendment to any Plan which could result in the imposition of a lien or the posting of a bond or other security; and (k) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in liability to any Company.

“Escrow Agreement” shall mean the Escrow Agreement, dated the date hereof, between Borrower and UBS AG, Stamford Branch.

“Eurodollar Borrowing” shall mean a Borrowing comprised of Eurodollar Loans.

“Eurodollar Loan” shall mean any Eurodollar Revolving Loan or Eurodollar Term Loan.

“Eurodollar Revolving Borrowing” shall mean a Borrowing comprised of Eurodollar Revolving Loans.

“Eurodollar Revolving Loan” shall mean any Revolving Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of Article II.

“Eurodollar Term Borrowing” shall mean a Borrowing comprised of Eurodollar Term Loans.

“Eurodollar Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of Article II.

“Event of Default” shall have the meaning assigned to such term in Section 8.01.

“Excess Amount” shall have the meaning assigned to such term in Section 2.10(h).

“Excess Cash Flow” shall mean, for any Excess Cash Flow Period, Consolidated EBITDA for such Excess Cash Flow Period, minus, without duplication:

(a)Debt Service for such Excess Cash Flow Period;

(b)any voluntary prepayments of Term Loans and any permanent voluntary reductions to the Revolving Commitments to the extent that an equal amount of the Revolving Loans simultaneously is repaid, in each case so long as such amounts are not already reflected in Debt Service, during such Excess Cash Flow Period;

(c)Capital Expenditures during such Excess Cash Flow Period (excluding Capital Expenditures made in such Excess Cash Flow Period where a certificate in the form contemplated by the following clause (d) was previously delivered) that are paid in cash;

(d)Capital Expenditures that Borrower or any of its Subsidiaries shall, during such Excess Cash Flow Period, become obligated to make but that are not made during such Excess Cash Flow Period; provided that Borrower shall deliver a certificate to the Administrative Agent not later than 90 days after the end of such Excess Cash Flow Period, signed by a Responsible Officer of Borrower and certifying that such Capital Expenditures will be made in the following Excess Cash Flow Period;

(e)the aggregate amount of investments made in cash during such period pursuant to Sections 6.04(e) and (i);

(f)taxes of Borrower and its Subsidiaries that were paid in cash during such Excess Cash Flow Period or will be paid within six months after the end of such Excess Cash Flow Period and for which reserves have been established;

(g)the absolute value of the difference, if negative, of the amount of Net Working Capital at the end of the prior Excess Cash Flow Period over the amount of Net Working Capital at the end of such Excess Cash Flow Period;

(h)losses excluded from the calculation of Consolidated Net Income by operation of clause (c) or (g) of the definition thereof that are paid in cash during such Excess Cash Flow Period;

(i)to the extent added to determine Consolidated EBITDA, all items that did not result from a cash payment to Borrower or any of its Subsidiaries on a consolidated basis during such Excess Cash Flow Period; and

(j)the aggregate amount of Permitted Acquisitions made in cash during such period pursuant to Section 6.07(f);

provided that any amount deducted pursuant to any of the foregoing clauses that will be paid after the close of such Excess Cash Flow Period shall not be deducted again in a subsequent Excess Cash Flow Period; plus, without duplication:

(i)the difference, if positive, of the amount of Net Working Capital at the end of the prior Excess Cash Flow Period over the amount of Net Working Capital at the end of such Excess Cash Flow Period;

(ii)all proceeds received during such Excess Cash Flow Period of any Indebtedness to the extent used to finance any Capital Expenditure (other than Indebtedness under this Agreement to the extent there is no corresponding deduction to Excess Cash Flow above in respect of the use of such borrowings);

(iii)to the extent any permitted Capital Expenditures referred to in clause (d) above do not occur in the Excess Cash Flow Period specified in the certificate of Borrower provided pursuant to clause (d) above, such amounts of Capital Expenditures that were not so made in the Excess Cash Flow Period specified in such certificates;

(iv)any return on or in respect of investments received in cash during such period, which investments were made pursuant to Section 6.04(e) or (i);

(v)income or gain excluded from the calculation of Consolidated Net Income by operation of clause (c) or (g) of the definition thereof that is realized in cash during such Excess Cash Flow Period (except to the extent such gain is subject to Section 2.10(c), (d), (e) or (f));

(vi)if deducted in the computation of Consolidated EBITDA, interest income; and

(vii)to the extent subtracted in determining Consolidated EBITDA, all items that did not result from a cash payment by Borrower or any of its Subsidiaries on a consolidated basis during such Excess Cash Flow Period.

“Excess Cash Flow Period” shall mean each fiscal year of Borrower commencing with Borrower’s fiscal year ending December 31, 2006.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Subsidiary” shall mean (i) each existing Subsidiary of Borrower designated on Schedule 1.01(c) and (ii) any other Subsidiary of Borrower that is not a Wholly Owned Subsidiary of Borrower designated by Borrower to be an Excluded Subsidiary with notice in writing to the Administrative Agent of such designation; provided that the total assets and revenues of the Excluded Subsidiaries, in the aggregate, shall not exceed 5% of the total assets or 5% of the revenues of Borrower and its Subsidiaries on a pro forma basis as of, and for the twelve month period ending on, the date of the last annual or quarterly balance sheet furnished to the Administrative Agent pursuant to Section 5.01, determined on a consolidated basis in accordance with GAAP. For purposes of calculating the 5% thresholds set forth above, (i) the total assets and revenues of an Excluded Subsidiary shall be limited to such amounts as represent Borrower’s direct or indirect proportionate equity ownership interest in such Excluded Subsidiary and (ii) the consolidated total assets and consolidated revenues of Borrower and its Subsidiaries shall exclude such amounts as represent the proportionate equity ownership interest in such Excluded Subsidiary not owned directly or indirectly by Borrower.

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of Borrower hereunder, (a) taxes imposed on or measured by its net income (however denominated), franchise taxes imposed on it (in lieu of net income taxes) and branch profits taxes imposed on it, by a jurisdiction (or any political subdivision thereof) as a result of the recipient being organized or having an office, fixed place of business or other permanent establishment or, in the case of any Lender, its applicable lending office in such jurisdiction and (b) in the case of a Foreign Lender, any U.S. federal withholding tax that (i) is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office), except (x) to the extent that such Foreign Lender (or its assignor, if any) was entitled, immediately prior to the time of designation of a new lending office (or assignment), to receive additional amounts from Borrower with respect to such withholding tax pursuant to Section 2.15(a) or (y) if such Foreign Lender is an assignee pursuant to a request by Borrower under Section 2.16; provided that this subclause (b)(i) shall not apply to any Tax imposed on a Lender in connection with an interest or participation in any Loan or other obligation that such Lender was required to acquire pursuant to Section 2.14(d),or (ii) is attributable to such Foreign Lender’s failure to comply with Section 2.15(e).

“Executive Order” shall have the meaning assigned to such term in Section 3.22.

“Existing Lien” shall have the meaning assigned to such term in Section 6.02(c).

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States 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 for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fees” shall mean the Commitment Fees, the Administrative Agent Fees, the LC Participation Fees and the Fronting Fees.

“Final Maturity Date” shall mean the latest of the Revolving Maturity Date, the Tranche B Maturity Date and any Incremental Term Loan Maturity Date applicable to existing Incremental Term Loans, as of any date of determination.

“Financial Officer” of any person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such person.

“FIRREA” shall mean the Federal Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

"Foreign Plan" shall mean any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by, or entered into with, any Company with respect to employees employed outside the United States.

“Foreign Lender” shall mean any Lender that is not, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation, partnership or other entity treated as a corporation or partnership created or organized in or under the laws of the United States, or any political subdivision thereof, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust.

“Foreign Subsidiary” shall mean a Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state thereof or the District of Columbia.

“Fronting Fee” shall have the meaning assigned to such term in Section 2.05(c).

“Fund” shall mean any person that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” shall mean generally accepted accounting principles in the United States applied on a consistent basis.

“Governmental Authority” shall mean the government of the United States or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Real Property Disclosure Requirements” shall mean any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

“Guaranteed Obligations” shall have the meaning assigned to such term in Section 7.01.

“Guarantees” shall mean the guarantees issued pursuant to Article VII by the Subsidiary Guarantors.

“Guarantors” shall mean the Subsidiary Guarantors.

“Hazardous Materials” shall mean the following: hazardous substances; hazardous wastes; polychlorinated biphenyls (“PCBs”) or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials including any source, special nuclear or by-product material; petroleum, crude oil or any fraction thereof; and any other pollutant or contaminant or chemicals, wastes, materials, compounds, constituents or substances, subject to regulation or which can give rise to liability under any Environmental Laws.

“Hedging Agreement” shall mean any swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices, either generally or under specific contingencies.

“Hedging Obligations” shall mean obligations under or with respect to Hedging Agreements.

“Increase Effective Date” shall have the meaning assigned to such term in Section 2.19(a).

“Incremental Term Loan” shall have the meaning assigned to such term in Section 2.19(a).

“Incremental Term Loan Commitment” shall have the meaning assigned to such term in Section 2.19(a).

“Incremental Term Loan Maturity Date” shall have the meaning assigned to such term in Section 2.19(a).

“Increase Joinder” shall have the meaning assigned to such term in Section 2.19(c).

“Indebtedness” of any person shall mean, without duplication, (a) all obligations of such person for borrowed money or advances; (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such person upon which interest charges are customarily paid or accrued; (d) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person; (e) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business on normal trade terms and not overdue by more than 90 days); (f) all Indebtedness of others secured by any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, but limited to the fair market value of such property; (g) all Capital Lease Obligations, Purchase Money Obligations and synthetic lease obligations of such person; (h) all Hedging Obligations to the extent required to be reflected on a balance sheet of such person; (i) all Attributable Indebtedness of such person; (j) all obligations of such person for the reimbursement of any obligor in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions; and (k) all Contingent Obligations of such person in respect of Indebtedness or obligations of others of the kinds referred to in clauses (a) through (j) above. 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 (other than in the case of general partner liability) to the extent that terms of such Indebtedness expressly provide that such person is not liable therefor.

“Indemnified Taxes” shall mean all Taxes other than Excluded Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 10.03(b).

“Information” shall have the meaning assigned to such term in Section 10.12.

“Insurance Policies” shall mean the insurance policies and coverages required to be maintained by each Loan Party which is an owner of Mortgaged Property with respect to the applicable Mortgaged Property pursuant to Section 5.04 and all renewals and extensions thereof.

“Insurance Requirements” shall mean, collectively, all provisions of the Insurance Policies, all requirements of the issuer of any of the Insurance Policies and all orders, rules, regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon each Loan Party which is an owner of Mortgaged Property and applicable to the Mortgaged Property or any use or condition thereof.

“Intellectual Property” shall have the meaning assigned to such term in Section 3.06(a).

“Intercompany Note” shall mean a promissory note substantially in the form of Exhibit P.

“Interest Election Request” shall mean a request by Borrower to convert or continue a Revolving Borrowing or Term Borrowing in accordance with Section 2.08(b), substantially in the form of Exhibit E.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan (including Swingline Loans), the last Business Day of each March, June, September and December to occur during any period in which such Loan is outstanding, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, (c) with respect to any Revolving Loan or Swingline Loan, the Revolving Maturity Date or such earlier date on which the Revolving Commitments are terminated and (d) with respect to any Term Loan, the Tranche B Maturity Date or an Incremental Term Loan Maturity Date, as the case may be.

“Interest Period” shall mean, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, if each affected Lender so agrees, nine months) thereafter, as Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Investments” shall have the meaning assigned to such term in Section 6.04.

“Issuing Bank” shall mean, as the context may require, (a) UBS AG, Stamford Branch, in its capacity as issuer of Letters of Credit issued by it; (b) any other Lender that may become an Issuing Bank pursuant to Sections 2.18(j) and (k) in its capacity as issuer of Letters of Credit issued by such Lender; or (c) collectively, all of the foregoing.

“Joinder Agreement” shall mean a joinder agreement substantially in the form of Exhibit F.

“Landlord Access Agreement” shall mean a Landlord Access Agreement, substantially in the form of Exhibit G, or such other form as may reasonably be acceptable to the Administrative Agent.

“LC Commitment” shall mean the commitment of the Issuing Bank to issue Letters of Credit pursuant to Section 2.18. The amount of the LC Commitment shall initially be $5,000,000, but in no event exceed the Revolving Commitment.

“LC Disbursement” shall mean a payment or disbursement made by the Issuing Bank pursuant to a drawing under a Letter of Credit.

“LC Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate principal amount of all Reimbursement Obligations outstanding at such time. The LC Exposure of any Revolving Lender at any time shall mean its Pro Rata Percentage of the aggregate LC Exposure at such time.

“LC Participation Fee” shall have the meaning assigned to such term in Section 2.05(c).

“LC Request” shall mean a request by Borrower in accordance with the terms of Section 2.18(b) and substantially in the form of Exhibit H, or such other form as shall be approved by the Administrative Agent.

“Leases” shall mean any and all leases, subleases, tenancies, options, concession agreements, rental agreements, occupancy agreements, franchise agreements, access agreements and any other agreements (including all amendments, extensions, replacements, renewals, modifications and/or guarantees thereof), whether or not of record and whether now in existence or hereafter entered into, affecting the use or occupancy of all or any portion of any Real Property.

“Lender Addendum” shall mean with respect to any Lender on the Closing Date, a lender addendum in the form of Exhibit I, to be executed and delivered by such Lender on the Closing Date as provided in Section 10.15.

“Lenders” shall mean (a) the financial institutions that have become a party hereto pursuant to a Lender Addendum and (b) any financial institution that has become a party hereto pursuant to an Assignment and Assumption, other than, in each case, any such financial institution that has ceased to be a party hereto pursuant to an Assignment and Assumption. Unless the context clearly indicates otherwise, the term “Lenders” shall include the Swingline Lender.

“Letter of Credit” shall mean any (i) Standby Letter of Credit and (ii) Commercial Letter of Credit, in each case, issued or to be issued by an Issuing Bank for the account of Borrower pursuant to Section 2.18.

“Letter of Credit Expiration Date” shall mean the date which is fifteen days prior to the Revolving Maturity Date.

“LIBOR Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate per annum determined by the Administrative Agent to be the arithmetic mean of the offered rates for deposits in dollars with a term comparable to such Interest Period that appears on the Telerate British Bankers Assoc. Interest Settlement Rates Page (as defined below) at approximately 11:00 a.m., London, England time, on the second full Business Day preceding the first day of such Interest Period; provided, however, that (i) if no comparable term for an Interest Period is available, the LIBOR Rate shall be determined using the weighted average of the offered rates for the two terms most nearly corresponding to such Interest Period and (ii) if there shall at any time no longer exist a Telerate British Bankers Assoc. Interest Settlement Rates Page, “LIBOR Rate” shall mean, with respect to each day during each Interest Period pertaining to Eurodollar Borrowings comprising part of the same Borrowing, the rate per annum equal to the rate at which the Administrative Agent is offered deposits in dollars at approximately 11:00 a.m., London, England time, two Business Days prior to the first day of such Interest Period in the London interbank market for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to its portion of the amount of such Eurodollar Borrowing to be outstanding during such Interest Period. “Telerate British Bankers Assoc. Interest Settlement Rates Page” shall mean the display designated as Page 3750 on the Telerate System Incorporated Service (or such other page as may replace such page on such service for the purpose of displaying the rates at which dollar deposits are offered by leading banks in the London interbank deposit market).

“Lien” shall mean, with respect to any property, (a) any mortgage, deed of trust, lien, pledge, encumbrance, claim, charge, assignment, hypothecation, security interest or encumbrance of any kind or any arrangement to provide priority or preference or any filing of any financing statement under the UCC or any other similar notice of lien under any similar notice or recording statute of any Governmental Authority, including any easement, right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed by law, and any agreement to give any of the foregoing; (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any non-operating financing lease having substantially the same economic effect as any of the foregoing) relating to such property; and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Documents” shall mean this Agreement, the Letters of Credit, the Notes (if any), and the Security Documents and, solely for purposes of paragraph (e) of Section 8.01, the confidential Fee Letter, dated September 2, 2005, among UBS Loan Finance LLC, UBS Securities LLC, Banc of America Securities LLC and Bank of America, N.A.

“Loan Parties” shall mean Borrower and the Subsidiary Guarantors.

“Loans” shall mean, as the context may require, a Revolving Loan, a Term Loan or a Swingline Loan (and shall include any Replacement Term Loans and any Loans contemplated by Section 2.19).

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Material Adverse Effect” shall mean (a) any change which has had, or more likely than not in the foreseeable future would have, a material adverse effect on the business, property, results of operations, condition, financial or otherwise, or material agreements of Borrower and its Subsidiaries, taken as a whole; (b) material impairment of the ability of the Loan Parties to fully and timely perform any of their obligations under any Loan Document; (c) material impairment of the rights of or benefits or remedies available to the Lenders or the Collateral Agent under any Loan Document; or (d) a material adverse effect on the Collateral or the Liens in favor of the Collateral Agent (for its benefit and for the benefit of the other Secured Parties) on the Collateral or the priority of such Liens.

“Maximum Rate” shall have the meaning assigned to such term in Section 10.14.

“Mortgage” shall mean an agreement, including, but not limited to, a mortgage, deed of trust or any other document, creating and evidencing a Lien on a Mortgaged Property, which shall be substantially in the form of Exhibit J or other form reasonably satisfactory to the Collateral Agent, in each case, with such schedules and including such provisions as shall be necessary to conform such document to applicable local or foreign law or as shall be customary under applicable local or foreign law.

“Mortgaged Property” shall mean each Real Property, if any, which shall be subject to a Mortgage delivered after the Closing Date pursuant to Section 5.11(c).

“Multiemployer Plan” shall mean a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Company or any ERISA Affiliate is then making or accruing an obligation to make contributions; (b) to which any Company or any ERISA Affiliate has within the preceding five plan years made contributions; or (c) with respect to which any Company could incur liability.

“Net Cash Proceeds” shall mean:

(a)with respect to any Asset Sale, the cash proceeds received by Borrower or any of its Subsidiaries (including cash proceeds subsequently received (as and when received by Borrower or any of its Subsidiaries) in respect of non-cash consideration initially received) net of (i) selling expenses (including reasonable brokers’ fees or commissions, legal, accounting and other professional and transactional fees, transfer and similar taxes and Borrower’s good faith estimate of income taxes paid or payable in connection with such sale); (ii) amounts provided as a reserve, in accordance with GAAP, against (x) any liabilities under any indemnification obligations associated with such Asset Sale or (y) any other liabilities retained by Borrower or any of its Subsidiaries associated with the properties sold in such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds); (iii) Borrower’s good faith estimate of payments required to be made with respect to unassumed liabilities relating to the properties sold within 180 days of such Asset Sale (provided that, to the extent such cash proceeds are not used to make payments in respect of such unassumed liabilities within 180 days of such Asset Sale, such cash proceeds shall constitute Net Cash Proceeds); and (iv) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by a Lien on the properties sold in such Asset Sale (so long as such Lien was permitted to encumber such properties under the Loan Documents at the time of such sale) and which is repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such properties);

(b)with respect to any Debt Issuance or Preferred Stock Issuance by Borrower or any of its Subsidiaries, the cash proceeds thereof, net of customary fees, commissions, costs and other expenses incurred in connection therewith; and

(c)with respect to any Casualty Event, the cash insurance proceeds, condemnation awards and other compensation received in respect thereof, net of all reasonable costs and expenses incurred in connection with the collection of such proceeds, awards or other compensation in respect of such Casualty Event.

“Net Working Capital” shall mean, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

“Non-Guarantor Subsidiary” shall mean each Subsidiary that is not a Subsidiary Guarantor.

“Notes” shall mean any notes evidencing the Term Loans, Revolving Loans or Swingline Loans issued pursuant to this Agreement, if any, substantially in the form of Exhibit K-1, K-2 or K-3.

“Obligations” shall mean (a) obligations of Borrower and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by Borrower and the other Loan Parties under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of Reimbursement Obligations, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of Borrower and the other Loan Parties under this Agreement and the other Loan Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of Borrower and the other Loan Parties under or pursuant to this Agreement and the other Loan Documents.

“OFAC” shall have the meaning assigned to such term in Section 3.22.

“Officers’ Certificate” shall mean a certificate executed by the chairman of the Board of Directors (if an officer), the chief executive officer or the president and one of the Financial Officers, each in his or her official (and not individual) capacity.

“Organizational Documents” shall mean, with respect to any person, (i) in the case of any corporation, the certificate of incorporation and by-laws (or similar documents) of such person, (ii) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such person, (iv) in the case of any general partnership, the partnership agreement (or similar document) of such person and (v) in any other case, the functional equivalent of the foregoing.

“Other Taxes” shall mean all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Participant” shall have the meaning assigned to such term in Section 10.04(d).

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Perfection Certificate” shall mean a certificate in the form of Exhibit L-1 or any other form approved by the Collateral Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

“Perfection Certificate Supplement” shall mean a certificate supplement in the form of Exhibit L-2 or any other form approved by the Collateral Agent.

“Permitted Acquisition” shall mean any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the property of any person, or of any business or division of any person; (b) acquisition of in excess of 50% of the Equity Interests of any person, and otherwise causing such person to become a Subsidiary of such person; or (c) merger or consolidation or any other combination with any person, if each of the following conditions is met:

(i)no Default then exists or would result therefrom;

(ii)after giving effect to such transaction on a Pro Forma Basis, (A) Borrower shall be in compliance with all covenants set forth in Section 6.10 as of the most recent Test Period (assuming, for purposes of Section 6.10, that such transaction, and all other Permitted Acquisitions consummated since the first day of the relevant Test Period for each of the financial covenants set forth in Section 6.10 ending on or prior to the date of such transaction, had occurred on the first day of such relevant Test Period), and (B) unless expressly approved by the Administrative Agent, the person or business to be acquired shall have generated positive cash flow for the Test Period most recently ended prior to the date of consummation of such acquisition;

(iii)no Company shall, in connection with any such transaction, (A) assume or remain liable with respect to any Indebtedness of the related seller or the business, person or properties acquired in an aggregate amount greater than $20.0 million, or (B) assume or remain liable with respect to any other liability (including any material tax or ERISA liability) of the related seller or the business, person or properties acquired that could reasonably be expected to have a Material Adverse Effect, unless such assumption is on terms and conditions reasonably satisfactory to the Administrative Agent, except with respect to each of clauses (A) and (B) hereof, (1) to the extent permitted under Section 6.01 and (2) obligations not constituting Indebtedness incurred in the ordinary course of business and necessary or desirable to the continued operation of the underlying properties, and any other such liabilities or obligations not permitted to be assumed or otherwise supported by any Company hereunder shall be paid in full or released as to the business, persons or properties being so acquired on or before the consummation of such acquisition;

(iv)the person or business to be acquired shall be, or shall be engaged in, a business of the type that Borrower and the Subsidiaries are permitted to be engaged in under Section 6.15 and the property acquired in connection with any such transaction shall be, except as permitted by Section 5.11(b) or to the extent the same constitutes Excluded Property under the Security Agreement, made subject to the Lien of the Security Documents and shall be free and clear of any Liens, other than Permitted Collateral Liens;

(v)the Board of Directors of the person to be acquired shall not have indicated publicly its opposition to the consummation of such acquisition (which opposition has not been publicly withdrawn);

(vi)all transactions in connection therewith shall be consummated in material compliance with all applicable Requirements of Law;

(vii)with respect to any transaction involving Acquisition Consideration of more than $10.0 million, unless the Administrative Agent shall otherwise agree, Borrower shall have provided the Administrative Agent and the Lenders with (A) historical financial statements for the last three fiscal years (or, if less, the number of years since formation) of the person or business to be acquired (audited if available without undue cost or delay) and unaudited financial statements thereof for the most recent interim period which are available, (B) reasonably detailed projections of the person or business to be acquired for the succeeding three years pertaining to the person or business to be acquired and, if available without undue cost or delay, updated projections for Borrower after giving effect to such transaction, (C) a reasonably detailed description of all material information relating thereto and copies of all material documentation pertaining to such transaction, and (D) all such other information and data relating to such transaction or the person or business to be acquired as may be reasonably requested by the Administrative Agent or the Required Lenders;

(viii)at least 10 Business Days prior to the proposed date of consummation of the transaction, Borrower shall have delivered to the Agents and the Lenders an Officers’ Certificate certifying that (A) such transaction complies with this definition (which shall have attached thereto reasonably detailed backup data and calculations showing such compliance), and (B) such transaction could not reasonably be expected to result in a Material Adverse Effect; and

(ix)the aggregate amount of the Acquisition Consideration for all Permitted Acquisitions since the Closing Date, excluding all Acquisition Consideration paid in Qualified Capital Stock, shall not exceed $300.0 million; provided that any Equity Interests constituting all or a portion of such Acquisition Consideration shall not have a cash dividend requirement on or prior to the Final Maturity Date.

“Permitted Collateral Liens” means (a) in the case of Collateral other than Mortgaged Property, the Liens described in clauses (a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (m), (n) and (p) of Section 6.02 and (b) in the case of Mortgaged Property, “Permitted Collateral Liens” shall mean the Liens described in clauses (a), (b), (d), (e), (g) and (l) of Section 6.02; provided, however, on the Closing Date or upon the date of delivery of each additional Mortgage under Section 5.11 or 5.12, Permitted Collateral Liens shall mean only those Liens set forth in Schedule B to the applicable Mortgage.

“Permitted Liens” shall have the meaning assigned to such term in Section 6.02.

“person” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA which is maintained or contributed to by any Company or its ERISA Affiliate or with respect to which any Company could incur liability (including under Section 4069 of ERISA).

“Post-Increase Revolving Lenders” shall have the meaning assigned to such term in Section 2.19(d).

“Pre-Increase Revolving Lenders” shall have the meaning assigned to such term in Section 2.19(d).

“Preferred Stock” shall mean, with respect to any person, any and all preferred or preference Equity Interests (however designated) of such person whether now outstanding or issued after the Closing Date.

“Preferred Stock Issuance” shall mean the issuance or sale by Borrower or any of its Subsidiaries of any Preferred Stock after the Closing Date (other than as permitted by Section 6.01).

“Premises” shall have the meaning assigned thereto in the applicable Mortgage.

“Pro Forma Basis” shall mean on a basis in accordance with GAAP and Regulation S-X and otherwise reasonably satisfactory to the Administrative Agent.

“Pro Rata Percentage” of any Revolving Lender at any time shall mean the percentage of the total Revolving Commitments of all Revolving Lenders represented by such Lender’s Revolving Commitment.

“property” shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests or other ownership interests of any person and whether now in existence or owned or hereafter entered into or acquired, including all Real Property.

“Property Material Adverse Effect” shall have the meaning assigned thereto in the Mortgage.

“Purchase Money Obligation” shall mean, for any person, the obligations of such person in respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price of any property (including Equity Interests of any person) or the cost of installation, construction or improvement of any property and any refinancing thereof; provided, however, that (i) such Indebtedness is incurred within one year after such acquisition, installation, construction or improvement of such property by such person and (ii) the amount of such Indebtedness does not exceed 100% of the cost of such acquisition, installation, construction or improvement, as the case may be.

“Qualified Capital Stock” of any person shall mean any Equity Interests of such person that are not Disqualified Capital Stock.

“Real Property” shall mean, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Refinancing” shall mean the repayment in full and the termination of any commitment to make extensions of credit under all of the outstanding indebtedness listed on Schedule 1.01(a) of Borrower or any of its Subsidiaries.

“Register” shall have the meaning assigned to such term in Section 10.04(c).

“Regulation D” shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation S-X” shall mean Regulation S-X promulgated under the Securities Act.

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Reimbursement Obligations” shall mean Borrower’s obligations under Section 2.18(e) to reimburse LC Disbursements.

“Related Parties” shall mean (i) with respect to any person, such person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such person and (ii) with respect to such person’s Affiliates, the general partners, directors and executive officers of such Affiliates.

“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.

“Required Class Lenders” shall mean (i) with respect to Term Loans, Lenders having more than 50% of all Term Loans outstanding and (ii) with respect to Revolving Loans, Required Revolving Lenders.

“Required Lenders” shall mean Lenders having more than 50% of the sum of all Loans outstanding, LC Exposure and unused Revolving and Term Loan Commitments.

“Required Revolving Lenders” shall mean Lenders having more than 50% of all Revolving Commitments or, after the Revolving Commitments have terminated, more than 50% of all Revolving Exposure.

“Requirements of Law” shall mean, collectively, any and all requirements of any Governmental Authority including any and all laws, judgments, orders, decrees, ordinances, rules, regulations, statutes or case law.

“Response” shall mean (a) “response” as such term is defined in CERCLA, 42 U.S.C. § 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to (i) clean up, remove, treat, abate or in any other way address any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to, or to determine the necessity of the activities described in, clause (i) or (ii) above.

“Responsible Officer” of any person shall mean any executive officer or Financial Officer of such person and any other officer or similar official thereof with responsibility for the administration of the obligations of such person in respect of this Agreement.

“Revolving Availability Period” shall mean the period from and including the Closing Date to but excluding the earlier of (i) the Business Day preceding the Revolving Maturity Date and (ii) the date of termination of the Revolving Commitments.

“Revolving Borrowing” shall mean a Borrowing comprised of Revolving Loans.

“Revolving Commitment” shall mean, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans hereunder up to the amount set forth on Schedule I to the Lender Addendum executed and delivered by such Lender or by an Increase Joinder, or in the Assignment and Assumption pursuant to which such Lender assumed its Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The aggregate amount of the Lenders’ Revolving Commitments on the Closing Date is $50,000,000.

“Revolving Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s LC Exposure, plus the aggregate amount at such time of such Lender’s Swingline Exposure.

“Revolving Lender” shall mean a Lender with a Revolving Commitment.

“Revolving Loan” shall mean a Loan made by the Lenders to Borrower pursuant to Section 2.01(b). Each Revolving Loan shall either be an ABR Revolving Loan or a Eurodollar Revolving Loan.

“Revolving Maturity Date” shall mean the date which is five years after the Closing Date or, if such date is not a Business Day, the first Business Day thereafter.

“Rollover Equity” shall mean the common equity interest of certain existing management stockholders of the Acquired Business exchanged for not less than $12,500,000 of common equity of Borrower on terms and conditions satisfactory to the Administrative Agent in its reasonable judgment.

“Sale and Leaseback Transaction” has the meaning assigned to such term in Section 6.03.

“Sarbanes-Oxley Act” shall mean the United States Sarbanes-Oxley Act of 2002, as amended, and all rules and regulations promulgated thereunder.

“Secured Obligations” shall mean (a) the Obligations, (b) the due and punctual payment and performance of all obligations of Borrower and the other Loan Parties under each Hedging Agreement entered into with any counterparty that is a Secured Party and (c) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to any Lender, any Affiliate of a Lender, the Administrative Agent or the Collateral Agent arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfer of funds.

“Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent, each other Agent, the Lenders and each party to a Hedging Agreement if at the date of entering into such Hedging Agreement such person was a Lender or an Affiliate of a Lender and such person executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which such person (i) appoints the Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 10.03 and 10.09 as if it were a Lender.

“Securities Act” shall mean the Securities Act of 1933.

“Securities Collateral” shall have the meaning assigned to such term in the Security Agreement.

“Security Agreement” shall mean a Security Agreement substantially in the form of Exhibit M among the Loan Parties and Collateral Agent for the benefit of the Secured Parties.

“Security Agreement Collateral” shall mean all property pledged or granted as collateral pursuant to the Security Agreement (a) on the Closing Date or (b) thereafter pursuant to Section 5.11.

“Security Documents” shall mean the Security Agreement, the Mortgages and each other security document or pledge agreement delivered in accordance with applicable local or foreign law to grant a valid, perfected security interest in any property as collateral for the Secured Obligations, and all UCC or other financing statements or instruments of perfection required by this Agreement, the Security Agreement, any Mortgage or any other such security document or pledge agreement to be filed with respect to the security interests in property and fixtures created pursuant to the Security Agreement or any Mortgage and any other document or instrument utilized to pledge or grant or purport to pledge or grant a security interest or lien on any property as collateral for the Secured Obligations.

“Seller” shall have the meaning assigned to such term in the first recital hereto.

“Standby Letter of Credit” shall mean any standby letter of credit or similar instrument issued for the purpose of supporting (a) workers’ compensation liabilities of Borrower or any of its Subsidiaries, (b) the obligations of third-party insurers of Borrower or any of its Subsidiaries arising by virtue of the laws of any jurisdiction requiring third-party insurers to obtain such letters of credit, (c) performance, payment, deposit or surety obligations of Borrower or any of its Subsidiaries if required by a Requirement of Law or in accordance with custom and practice in the industry or (d) Indebtedness of Borrower or any of its Subsidiaries permitted to be incurred under Section 6.01.

“Statutory Reserves” shall mean for any Interest Period for any Eurodollar Borrowing, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the United States Federal Reserve System in New York City with deposits exceeding one billion dollars against “Eurocurrency liabilities” (as such term is used in Regulation D). Eurodollar Borrowings shall be deemed to constitute Eurodollar liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D.

“Subordinated Indebtedness” shall mean Indebtedness of Borrower or any Guarantor that is by its terms subordinated in right of payment to the Obligations of Borrower and such Guarantor, as applicable.

“Subsidiary” shall mean, with respect to any person (the “parent”) at any date, (i) any person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, (ii) any other corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are, as of such date, owned, controlled or held by the parent and/or one or more Subsidiaries of the parent, (iii) any partnership (a) the sole general partner or the managing general partner of which is the parent and/or one or more Subsidiaries of the parent or (b) the only general partners of which are the parent and/or one or more Subsidiaries of the parent and (iv) any other person that is otherwise Controlled by the parent and/or one or more Subsidiaries of the parent. Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of Borrower.

“Subsidiary Guarantor” shall mean each Subsidiary listed on Schedule 1.01(b), and each other Subsidiary that is or becomes a party to this Agreement pursuant to Section 5.11.

“Survey” shall mean a survey of any Mortgaged Property (and all improvements thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Mortgaged Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Mortgaged Property or any easement, right of way or other interest in the Mortgaged Property has been granted or become effective through operation of law or otherwise with respect to such Mortgaged Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the Mortgaged Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent) to the Administrative Agent, the Collateral Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and (v) sufficient for the Title Company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Property and issue customary endorsements or (b) otherwise acceptable to the Collateral Agent.

“Swingline Commitment” shall mean the commitment of the Swingline Lender to make loans pursuant to Section 2.17, as the same may be reduced from time to time pursuant to Section 2.07 or Section 2.17. The amount of the Swingline Commitment shall initially be $5,000,000, but shall in no event exceed the Revolving Commitment.

“Swingline Exposure” shall mean at any time the aggregate principal amount at such time of all outstanding Swingline Loans. The Swingline Exposure of any Revolving Lender at any time shall equal its Pro Rata Percentage of the aggregate Swingline Exposure at such time.

“Swingline Lender” shall have the meaning assigned to such term in the preamble hereto.

“Swingline Loan” shall mean any loan made by the Swingline Lender pursuant to Section 2.17.

“Syndication Agent” shall have the meaning assigned to such term in the preamble hereto.

“Tax Return” shall mean all returns, statements, filings, attachments and other documents or certifications required to be filed in respect of Taxes.

“Taxes” shall mean (i) all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other similar charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto and (ii) all transferee, successor, joint and several, contractual or other liability (including, without limitation, liability pursuant to Treas. Reg. §1.1502-6 (or any similar state, local or foreign provision)) in respect of any items described in clause (i).

“Term Borrowing” shall mean a Borrowing comprised of Term Loans.

“Term Loan Commitments” shall mean the Tranche B Commitment.

“Term Loan Lender” shall mean a Lender with a Term Loan Commitment or an outstanding Term Loan.

“Term Loan Repayment Date” shall have the meaning assigned to such term in Section 2.09.

“Term Loans” shall mean the Tranche B Loans.

“Test Period” shall mean, at any time, the four consecutive fiscal quarters of Borrower then last ended (in each case taken as one accounting period).

“Title Company” shall mean any title insurance company as shall be retained by Borrower and reasonably acceptable to the Administrative Agent.

“Total Leverage Ratio” shall mean, at any date of determination, the ratio of Consolidated Indebtedness on such date to Consolidated EBITDA for the Test Period then most recently ended.

“Tranche B Commitment” shall mean, with respect to each Lender, the commitment, if any, of such Lender to make a Tranche B Loan hereunder on the Closing Date in the amount set forth on Schedule I to the Lender Addendum executed and delivered by such Lender or by an Increase Joinder, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Tranche B Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The initial aggregate amount of the Lenders’ Tranche B Commitments is $175,000,000.

“Tranche B Lender” shall mean a Lender with a Tranche B Commitment or an outstanding Tranche B Loan.

“Tranche B Loan” shall mean the term loans made by the Lenders to Borrower pursuant to Section 2.01(a)(ii) or by an Increase Joinder. Each Tranche B Loan shall be either an ABR Term Loan or a Eurodollar Term Loan.

“Tranche B Maturity Date” shall mean the date which is six years after the Closing Date or, if such date is not a Business Day, the first Business Day thereafter.

“Transaction Documents” shall mean the Acquisition Documents and the Loan Documents.

“Transactions” shall mean, collectively, the transactions to occur on or prior to the Closing Date pursuant to the Transaction Documents, including (a) the consummation of the Acquisition; (b) the execution, delivery and performance of the Loan Documents and the initial borrowings hereunder; (c) the Refinancing; (d) the issuance of the Rollover Equity; and (e) the payment of all fees and expenses to be paid on or prior to the Closing Date and owing in connection with the foregoing.

“Transferred Guarantor” shall have the meaning assigned to such term in Section 7.09.

“Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBOR Rate or the Alternate Base Rate.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.

“United States” shall mean the United States of America.

“Voting Stock” shall mean, with respect to any person, any class or classes of Equity Interests pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of such person.

“Wholly Owned Subsidiary” shall mean, as to any person, (a) any corporation 100% of whose capital stock (other than directors’ qualifying shares) is at the time owned by such person and/or one or more Wholly Owned Subsidiaries of such person and (b) any partnership, association, joint venture, limited liability company or other entity in which such person and/or one or more Wholly Owned Subsidiaries of such person have a 100% equity interest at such time.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02Classification of Loans and Borrowings

. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing,”“Borrowing of Tranche B Loans”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).

SECTION 1.03Terms Generally

. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,”“hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time and (f) 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, securities, accounts and contract rights.

SECTION 1.04Accounting Terms; GAAP

. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect on the date hereof unless otherwise agreed to by Borrower and the Required Lenders.

SECTION 1.05Resolution of Drafting Ambiguities

. Each Loan Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.

ARTICLE II

THE CREDITS

SECTION 2.01Commitments

. Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly:

(a)to make a Tranche B Loan to Borrower on the Closing Date in the principal amount not to exceed its Tranche B Commitment; and

(b)to make Revolving Loans to Borrower, at any time and from time to time after the Closing Date until the earlier of the Revolving Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment.

Amounts paid or prepaid in respect of Term Loans may not be reborrowed. Within the limits set forth in clause (b) above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow Revolving Loans.

SECTION 2.02Loans

.

(a)Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments.

(b)Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

(c)Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 11:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

(d)Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

(e)Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date, Tranche B Maturity Date or the Incremental Term Loan Maturity Date as applicable.

SECTION 2.03Borrowing Procedure

. To request a Revolving Borrowing or Term Borrowing, Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:

(a)whether the requested Borrowing is to be a Borrowing of Revolving Loans or Tranche B Loans;

(b)the aggregate amount of such Borrowing;

(c)the date of such Borrowing, which shall be a Business Day;

(d)whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(e)in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

(f)the location and number of Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and

(g)that the conditions set forth in Sections 4.02(b)-(d) have been satisfied as of the date of the notice.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04Evidence of Debt; Repayment of Loans

.

(a)Promise to Repay. Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Term Loan Lender, the principal amount of each Term Loan of such Term Loan Lender as provided in Section 2.09, (ii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity 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 Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested.

(b)Lender and Administrative Agent Records. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and the Interest Period applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the accounts maintained pursuant to this paragraph shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of Borrower to repay the Loans in accordance with their terms.

(c)Promissory Notes. Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in the form of Exhibit K-1, K-2 or K-3, as the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.05Fees

.

(a)Commitment Fee. Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee (a “Commitment Fee”) equal to the Applicable Fee per annum on the average daily unused amount of each Commitment of such Lender during the period from and including the date hereof to but excluding the date on which such Commitment terminates. Accrued Commitment Fees shall be payable in arrears (A) on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and (B) on the date on which such Commitment terminates. Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).

(b)Administrative Agent Fees. Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees payable in the amounts and at the times separately agreed upon between Borrower and the Administrative Agent (the “Administrative Agent Fees”).

(c)LC and Fronting Fees. Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue at a rate equal to the Applicable Margin from time to time used to determine the interest rate on Eurodollar Revolving Loans pursuant to Section 2.06 on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee (“Fronting Fee”), which shall accrue at the rate of 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears (i) on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Closing Date, and (ii) on the date on which the Revolving Commitments terminate. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand therefor. All LC Participation Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(d)All Fees shall be paid on the dates due, in immediately available funds in dollars, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Borrower shall pay the Fronting Fees directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

SECTION 2.06Interest on Loans

.

(a)ABR Loans. Subject to the provisions of Section 2.06(c), the Loans comprising each ABR Borrowing, including each Swingline Loan, shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin in effect from time to time.

(b)Eurodollar Loans. Subject to the provisions of Section 2.06(c), the Loans comprising each Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin in effect from time to time.

(c)Default Rate. Notwithstanding the foregoing, during an Event of Default, all Obligations shall, to the extent permitted by applicable law, bear interest, after as well as before judgment, at a per annum rate equal to (i) in the case of principal of or interest unpaid when due on any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.06 or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Revolving Loans as provided in Section 2.06(a) (in either case, the “Default Rate”).

(d)Interest Payment Dates. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to Section 2.06(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan or a Swingline Loan without a permanent reduction in Revolving Commitments), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e)Interest Calculation. All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBOR Rate shall be determined by the Administrative Agent in accordance with the provisions of this Agreement and such determination shall be conclusive absent manifest error.

SECTION 2.07Termination and Reduction of Commitments

.

(a)Termination of Commitments. The Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Closing Date. The Revolving Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on October 31, 2005, if the initial Credit Extension shall not have occurred by such time.

(b)Optional Terminations and Reductions. At its option, Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1.0 million and not less than $5.0 million and (ii) the Revolving Commitments shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the aggregate amount of Revolving Exposures would exceed the aggregate amount of Revolving Commitments.

(c)Borrower Notice. Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under Section 2.07(b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

SECTION 2.08Interest Elections

.

(a)Generally. Each Revolving Borrowing and Term Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding anything to the contrary, Borrower shall not be entitled to request any conversion or continuation that, if made, would result in more than five Eurodollar Borrowings outstanding hereunder at any one time. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

(b)Interest Election Notice. To make an election pursuant to this Section, Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Interest Election Request to the Administrative Agent not later than the time that a Borrowing Request would be required under Section 2.03 if Borrower were requesting a Revolving Borrowing or Term Borrowing of the Type resulting from such election to be made on the effective date of such election. Each Interest Election Request shall be irrevocable. Each Interest Election Request shall specify the following information in compliance with Section 2.02:

(i)the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, or if outstanding Borrowings are being combined, the allocation to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv)if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then Borrower shall be deemed to have selected an Interest Period of one month’s duration.

Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(c)Automatic Conversion to ABR Borrowing. If an Interest Election Request with respect to a Eurodollar Borrowing is not timely delivered prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, the Administrative Agent or the Required Lenders may require, by notice to Borrower, that (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.09Amortization of Term Borrowings

. Borrower shall pay to the Administrative Agent, for the account of the Lenders, on the dates set forth on Annex I, or if any such date is not a Business Day, on the immediately preceding Business Day (each such date, a “Term Loan Repayment Date”), a principal amount of the Tranche B Loans equal to the amount set forth on Annex I for such date (as adjusted from time to time pursuant to Section 2.10(h)), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. To the extent not previously paid, all Tranche B Loans shall be due and payable on the Tranche B Maturity Date.

SECTION 2.10Optional and Mandatory Prepayments of Loans.

(a)Optional Prepayments. Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, subject to the requirements of this Section 2.10; provided that each partial prepayment shall be in an amount that is an integral multiple of $1.0 million and not less than $5.0 million or, if less, the outstanding principal amount of such Borrowing.

(b)Revolving Loan Prepayments.

(i)In the event of the termination of all the Revolving Commitments, Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Borrowings and all outstanding Swingline Loans and replace all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i).

(ii)In the event of any partial reduction of the Revolving Commitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and third, replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

(iii)In the event that the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

(iv)In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect, Borrower shall, without notice or demand, immediately replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

(c)Asset Sales. Not later than one Business Day following the receipt of any Net Cash Proceeds of any Asset Sale by Borrower or any of its Subsidiaries, Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that:

(i)no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.06(a), (c), (d) or (f), (B) the disposition of property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $100,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $1.0 million in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and

(ii)so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $5.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are expected to be reinvested in fixed or capital assets within 360 days following the date of such Asset Sale (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided that if all or any portion of such Net Cash Proceeds is not so reinvested within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

(d)Debt Issuance or Preferred Stock Issuance. Not later than one Business Day following the receipt of any Net Cash Proceeds of any Debt Issuance or Preferred Stock Issuance by Borrower or any of its Subsidiaries, Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds.

(e)[Reserved].

(f)Casualty Events. Not later than one Business Day following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower or any of its Subsidiaries, Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that:

(i)so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds are expected to be used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 180 days following the date of receipt of such proceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and

(ii)if any portion of such Net Cash Proceeds shall not be so applied within such 180-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).

(g)Excess Cash Flow. No later than the earlier of (i) 90 days after the end of each Excess Cash Flow Period and (ii) the date on which the financial statements with respect to such fiscal year in which such Excess Cash Flow Period occurs are delivered pursuant to Section 5.01(a), Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to the Applicable Excess Cash Flow Percentage for the Excess Cash Flow Period then ended.

(h)Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(c), (d), (f) or (g) shall be applied to reduce scheduled prepayments required under Section 2.09 on a pro rata basis among the prepayments remaining to be made on each Term Loan Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b).

Amounts to be applied pursuant to this Section 2.10 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13.

(i)Notice of Prepayment. Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment and (iii) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such termination is revoked in accordance with Section 2.07. Each such notice shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Credit Extension of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and otherwise in accordance with this Section 2.10. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06.

SECTION 2.11Alternate Rate of Interest

. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a)the Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR Rate for such Interest Period; or

(b)the Administrative Agent is advised in writing by the Required Lenders that the Adjusted LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give written notice thereof to Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

SECTION 2.12Yield Protection

.

(a)Increased Costs Generally. If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in, by any Lender (except any reserve requirement reflected in the Adjusted LIBOR Rate) or the Issuing Bank;

(ii)subject any Lender or the Issuing Bank to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Loan made by it, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes indemnified under Section 2.15 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the Issuing Bank); or

(iii)impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, the Issuing Bank or such Lender’s or the Issuing Bank’s holding company, if any, of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or any other amount), then, upon request of such Lender or the Issuing Bank, Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b)Capital Requirements. If any Lender or the Issuing Bank determines (in good faith, but in its sole absolute discretion) that any Change in Law affecting such Lender or the Issuing Bank or any lending office of such Lender or such Lender’s or the Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement. A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.12 and delivered to Borrower shall be conclusive absent manifest error. Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 30 days after receipt thereof.

(d)Delay in Requests. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than three months prior to the date that such Lender or the Issuing Bank, as the case may be, notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof) .

SECTION 2.13Breakage Payments

. In the event of (a) the payment or prepayment, whether optional or mandatory, of any principal of any Eurodollar Loan earlier than the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan earlier than the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan or Term Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurodollar Loan earlier than the last day of the Interest Period applicable thereto as a result of a request by Borrower pursuant to Section 2.16(b), then, in any such event, Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.13 shall be delivered to Borrower (with a copy to the Administrative Agent) and shall be conclusive and binding absent manifest error. Borrower shall pay such Lender the amount shown as due on any such certificate within 5 days after receipt thereof.

SECTION 2.14Payments Generally; Pro Rata Treatment; Sharing of Setoffs

.

(a)Payments Generally. Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 677 Washington Boulevard, Stamford, Connecticut, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in dollars, except as expressly specified otherwise.

(b)Pro Rata Treatment.

(i)Each payment by Borrower of interest in respect of the Loans shall be applied to the amounts of such obligations owing to the Lenders pro rata according to the respective amounts then due and owing to the Lenders.

(ii)Each payment on account of principal of the Term Loans pursuant to Section 2.09 shall be allocated among the Term Loan Lenders pro rata based on the principal amount of the Term Loans held by the Term Loan Lenders. Each payment by Borrower on account of principal of the Revolving Borrowings shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders.

(c)Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, Reimbursement Obligations, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and Reimbursement Obligations then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Reimbursement Obligations then due to such parties.

(d)Sharing of Setoff. If any Lender (and/or the Issuing Bank, which shall be deemed a “Lender” for purposes of this Section 2.14(d)) shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other Obligations resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its prorata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

(e)Borrower Default. Unless the Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that Borrower will not make such payment, the Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(f)Lender Default. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(c), 2.14(e), 2.17(d), 2.18(d), 2.18(e) or 10.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

SECTION 2.15Taxes

.

(a)Payments Free of Taxes. Any and all payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if any Loan Party shall be required by applicable Requirements of Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Loan Party shall make such deductions and (iii) the applicable Loan Party shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirements of Law.

(b)Payment of Other Taxes by Borrower. Without limiting the provisions of paragraph (a) above, Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law.

(c)Indemnification by Borrower. Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender or the Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.

(d)Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by Borrower to a Governmental Authority, Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)Status of Lenders. Any Foreign Lender shall, to the extent it may lawfully do so, deliver to Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(i)duly completed copies of Internal Revenue Service Form W-8BEN or successor form claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(ii)duly completed copies of Internal Revenue Service Form W-8ECI or successor form,

(iii)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate, in substantially the form of Exhibit Q, or any other form approved by the Administrative Agent, to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN or successor form, or

(iv)any other form prescribed by applicable Requirements of Law as a basis for claiming exemption from or a reduction in United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Requirements of Law to permit Borrower to determine the withholding or deduction required to be made.

(f)Treatment of Certain Refunds. If the Administrative Agent, a Lender or the Issuing Bank determines, which determination shall be made in its reasonable discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section, it shall pay to Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that Borrower, upon the request of the Administrative Agent, such Lender or the Issuing Bank, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the Issuing Bank in the event the Administrative Agent, such Lender or the Issuing Bank is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent, any Lender or the Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrower or any other person. Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to Borrower to the extent that such payment would place such Lender in a less favorable net after-tax position than such Lender would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

SECTION 2.16Mitigation Obligations; Replacement of Lenders

.

(a)Designation of a Different Lending Office. If any Lender requests compensation under Section 2.12, or requires Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender determines that its failure to take such action under this Section 2.16 would result in a request for compensation under Section 2.12 or a payment under Section 2.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. A certificate setting forth such costs and expenses submitted by such Lender to Borrower shall be conclusive absent manifest error.

(b)Replacement of Lenders. If any Lender requests compensation under Section 2.12, or if Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender defaults in its obligation to fund Loans hereunder, or if Borrower exercises its replacement rights under Section 10.02(d), then Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i)Borrower shall have paid to the Administrative Agent the processing and recordation fee specified in Section 10.04(b);

(ii)such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);

(iii)in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter; and

(iv)such assignment does not conflict with applicable Requirements of Law.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

SECTION 2.17Swingline Loans

.

(a)Swingline Commitment. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 or (ii) the sum of the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, Borrower may borrow, repay and reborrow Swingline Loans.

(b)Swingline Loans. To request a Swingline Loan, Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent and the Swingline Lender, not later than 2:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the amount of the requested Swingline Loan. Each Swingline Loan shall be an ABR Loan. The Swingline Lender shall make each Swingline Loan available to Borrower by means of a credit to the general deposit account of Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.18(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. Borrower shall not request a Swingline Loan if at the time of or immediately after giving effect to the Extension of Credit contemplated by such request a Default has occurred and is continuing or would result therefrom. Swingline Loans shall be made in minimum amounts of $100,000 and integral multiples of $100,000 above such amount.

(c)Prepayment. Borrower shall have the right at any time and from time to time to repay any Swingline Loan, in whole or in part, upon giving written notice to the Swingline Lender and the Administrative Agent before 12:00 (noon), New York City time, on the proposed date of repayment.

(d)Participations. The Swingline Lender may at any time in its discretion by written notice given to the Administrative Agent (provided such notice requirement shall not apply if the Swingline Lender and the Administrative Agent are the same entity) not later than 11:00 a.m., New York City time, on the next succeeding Business Day following such notice require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans then outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Pro Rata Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Pro Rata Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever (so long as such payment shall not cause such Lender’s Revolving Exposure to exceed such Lender’s Revolving Commitment). Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify Borrower of any participations in any Swingline Loan acquired by the Revolving Lenders pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from Borrower (or other party on behalf of Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent. Any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve Borrower of any default in the payment thereof.

SECTION 2.18Letters of Credit

(a)General. Subject to the terms and conditions set forth herein, Borrower may request the Issuing Bank, and the Issuing Bank agrees, to issue Letters of Credit for its own account or the account of a Subsidiary in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Revolving Availability Period (provided that Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Subsidiary). The Issuing Bank shall have no obligation to issue, and Borrower shall not request the issuance of, any Letter of Credit at any time if after giving effect to such issuance, the LC Exposure would exceed the LC Commitment or the total Revolving Exposure would exceed the total Revolving Commitments. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by Borrower to, or entered into by Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b)Request for Issuance, Amendment, Renewal, Extension; Certain Conditions and Notices. To request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit, Borrower shall deliver, by hand or telecopier (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank), an LC Request to the Issuing Bank and the Administrative Agent not later than 11:00 a.m. on the third Business Day preceding the requested date of issuance, amendment, renewal or extension (or such later date and time as is acceptable to the Issuing Bank).

A request for an initial issuance of a Letter of Credit shall specify in form and detail satisfactory to the Issuing Bank:

(i)the proposed issuance date of the requested Letter of Credit (which shall be a Business Day);

(ii)the amount thereof;

(iii)the expiry date thereof (which shall not be later than the close of business on the Letter of Credit Expiration Date);

(iv)the name and address of the beneficiary thereof;

(v)whether the Letter of Credit is to be issued for its own account or for the account of one of its Subsidiaries (provided that Borrower shall be a co-applicant, and therefore jointly and severally liable, with respect to each Letter of Credit issued for the account of a Subsidiary);

(vi)the documents to be presented by such beneficiary in connection with any drawing thereunder;

(vii)the full text of any certificate to be presented by such beneficiary in connection with any drawing thereunder; and

(viii)such other matters as the Issuing Bank may require.

A request for an amendment, renewal or extension of any outstanding Letter of Credit shall specify in form and detail satisfactory to the Issuing Bank:

(i)the Letter of Credit to be amended, renewed or extended;

(ii)the proposed date of amendment, renewal or extension thereof (which shall be a Business Day);

(iii)the nature of the proposed amendment, renewal or extension; and

(iv)such other matters as the Issuing Bank may require.

If requested by the Issuing Bank, Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and, upon issuance, amendment, renewal or extension of each Letter of Credit, Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the LC Exposure shall not exceed the LC Commitment, (ii) the total Revolving Exposures shall not exceed the total Revolving Commitments and (iii) the conditions set forth in Article IV in respect of such issuance, amendment, renewal or extension shall have been satisfied. Unless the Issuing Bank shall agree otherwise, no Letter of Credit shall be in an initial amount less than $100,000, in the case of a Commercial Letter of Credit or a Standby Letter of Credit.

Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the Issuing Bank shall promptly notify the Administrative Agent, who shall promptly notify each Revolving Lender, thereof, which notice shall be accompanied by a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.18(d). On the first Business Day of each calendar month, the Issuing Bank shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Revolving Lender.

(c)Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) in the case of a Standby Letter of Credit, (x) the date which is one year after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (y) the Letter of Credit Expiration Date and (ii) in the case of a Commercial Letter of Credit, (x) the date that is 180 days after the date of issuance of such Commercial Letter of Credit (or, in the case of any renewal or extension thereof, 180 days after such renewal or extension) and (y) the Letter of Credit Expiration Date.

(d)Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby irrevocably grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Revolving Lender’s Pro Rata Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.18(e), or of any reimbursement payment required to be refunded to Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, or expiration, termination or cash collateralization of any Letter of Credit and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e)Reimbursement.

(i)If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, Borrower shall reimburse such LC Disbursement by paying to the Issuing Bank an amount equal to such LC Disbursement not later than 3:00 p.m., New York City time, on the date that such LC Disbursement is made if Borrower shall have received notice of such LC Disbursement prior to 11:00 a.m., New York City time, on such date, or, if such notice has not been received by Borrower prior to such time on such date, then not later than 3:00 p.m., New York City time, on the Business Day immediately following the day that Borrower receives such notice; provided that Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with ABR Revolving Loans or Swingline Loans in an equivalent amount and, to the extent so financed, Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Loans or Swingline Loans.

(ii)If Borrower fails to make such payment when due, the Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from Borrower in respect thereof and such Revolving Lender’s Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Lender shall have received such notice later than 12:00 noon, New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Revolving Lender’s Pro Rata Percentage of the unreimbursed LC Disbursement in the same manner as provided in Section 2.02(c) with respect to Revolving Loans made by such Revolving Lender, and the Administrative Agent will promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from Borrower pursuant to the above paragraph prior to the time that any Revolving Lender makes any payment pursuant to the preceding sentence and any such amounts received by the Administrative Agent from Borrower thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as appropriate.

(iii)If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, each of such Revolving Lender and Borrower severally agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with the foregoing to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of Borrower, the rate per annum set forth in Section 2.18(h) and (ii) in the case of such Lender, at a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensation.

(f)Obligations Absolute. The Reimbursement Obligation of Borrower as provided in Section 2.18(e) shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein; (ii) any draft or other document presented under a Letter of Credit being proved to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that fails to comply with the terms of such Letter of Credit; (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.18, constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of Borrower hereunder; (v) the fact that a Default shall have occurred and be continuing; or (vi) any material adverse change in the business, property, results of operations, prospects or condition, financial or otherwise, of Borrower and its Subsidiaries. None of the Agents, the Lenders, the Issuing Bank or any of their Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Borrower to the extent permitted by applicable Requirements of Law) suffered by Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g)Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly give written notice to the Administrative Agent and Borrower of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve Borrower of its Reimbursement Obligation to the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement (other than with respect to the timing of such Reimbursement Obligation set forth in Section 2.18(e)).

(h)Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest payable on demand, for each day from and including the date such LC Disbursement is made to but excluding the date that Borrower reimburses such LC Disbursement, at the rate per annum determined pursuant to Section 2.06(c). Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to Section 2.18(e) to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i)Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, Borrower shall deposit on terms and in accounts satisfactory to the Collateral Agent, in the name of the Collateral Agent and for the benefit of the Revolving Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to Borrower described in Section 8.01(g) or (h). Funds so deposited shall be applied by the Collateral Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations of Borrower under this Agreement. If Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to Borrower within three Business Days after all Events of Default have been cured or waived.

(j)Additional Issuing Banks. Borrower may, at any time and from time to time, designate one or more additional Revolving Lenders to act as an issuing bank under the terms of this Agreement, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), the Issuing Bank and such Revolving Lender(s). Any Lender designated as an issuing bank pursuant to this paragraph (j) shall be deemed (in addition to being a Revolving Lender) to be the Issuing Bank with respect to Letters of Credit issued or to be issued by such Revolving Lender, and all references herein and in the other Loan Documents to the term “Issuing Bank” shall, with respect to such Letters of Credit, be deemed to refer to such Revolving Lender in its capacity as Issuing Bank, as the context shall require.

(k)Resignation or Removal of the Issuing Bank. The Issuing Bank may resign as Issuing Bank hereunder at any time upon at least 30 days’ prior notice to the Lenders, the Administrative Agent and Borrower. The Issuing Bank may be replaced at any time by written agreement among Borrower, each Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank or any such additional Issuing Bank. At the time any such resignation or replacement shall become effective, Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.05(c). From and after the effective date of any such resignation or replacement or addition, as applicable, (i) the successor or additional Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or such addition or to any previous Issuing Bank, or to such successor or such addition and all previous Issuing Banks, as the context shall require. After the resignation or replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or replacement, but shall not be required to issue additional Letters of Credit. If at any time there is more than one Issuing Bank hereunder, Borrower may, in its discretion, select which Issuing Bank is to issue any particular Letter of Credit.

(l)Other. The Issuing Bank shall be under no obligation to issue any Letter of Credit if

(i)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good faith deems material to it; or

(ii)the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank.

The Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

SECTION 2.19Increase in Commitments

.

(a)Borrower Request. Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Maturity Date, an increase to the existing Revolving Commitments and/or (y) the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”) by an amount not in excess of $100,000,000 in the aggregate and not less than $10,000,000 individually. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.

(b)Conditions. The increased or new Commitments shall become effective, as of such Increase Effective Date; provided that:

(i)each of the conditions set forth in Section 4.02 shall be satisfied;

(ii)no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date;

(iii)after giving pro forma effect to the borrowings to be made on the Increase Effective Date and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition concurrently with such borrowings as of the date of the most recent financial statements delivered pursuant to Section 5.01(a) or (b), Borrower shall be in compliance with each of the covenants set forth in Section 6.10;

(iv)Borrower shall make any payments required pursuant to Section 2.13 in connection with any adjustment of Revolving Loans pursuant to Section 2.19(d); and

(v)Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

(c)Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to the new Commitments shall be as follows:

(i)except as contemplated by clause (v) below, the terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Tranche B Loans (it being understood that Incremental Term Loans may be part of an existing tranche of Term Loans);

(ii)the terms and provisions of Revolving Loans made pursuant to new Commitments shall be identical to the Revolving Loans;

(iii)the weighted average life to maturity of all new Term Loans shall be no shorter than the weighted average life to maturity of the existing Term Loans;

(iv)the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the Final Maturity Date;

(v)the Applicable Margins for the new Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the new Term Loans shall not be greater than the highest Applicable Margins that may, under any circumstances, be payable with respect to Tranche B Loans plus 50 basis points (and the Applicable Margins applicable to the Tranche B Loans shall be increased to the extent necessary to achieve the foregoing).

The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrower, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.19. In addition, unless otherwise specifically provided herein, all references in Loan Documents to Revolving Loans or Tranche B Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Loans made pursuant to new Commitments and Incremental Term Loans that are Tranche B Term Loans, respectively, made pursuant to this Agreement.

(d)Adjustment of Revolving Loans. To the extent the Commitments being increased on the relevant Increase Effective Date are Revolving Commitments, then each of the Revolving Lenders having a Revolving Commitment prior to such Increase Effective Date (the “Pre-Increase Revolving Lenders”) shall assign to any Revolving Lender which is acquiring a new or additional Revolving Commitment on the Increase Effective Date (the “Post-Increase Revolving Lenders”), and such Post-Increase Revolving Lenders shall purchase from each Pre-Increase Revolving Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in LC Exposure and Swingline Loans outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in LC Exposure and Swingline Loans will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such increased Revolving Commitments.

(e)Making of New Term Loans. On any Increase Effective Date on which new Commitments for Term Loans are effective, subject to the satisfaction of the foregoing terms and conditions, each Lender of such new Commitment shall make a Term Loan to Borrower in an amount equal to its new Commitment.

(f)Equal and Ratable Benefit. The Loans and Commitments established pursuant to this paragraph shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents, except that the new Loans may (but shall not be required to) be subordinated in right of payment or the Liens securing the new Loans may be subordinated, in each case, as set forth in the Increase Joinder. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such Class of Term Loans or any such new Commitments.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Administrative Agent, the Collateral Agent, the Issuing Bank and each of the Lenders (with references to the Companies being references thereto after giving effect to the Transactions unless otherwise expressly stated) that:

SECTION 3.01Organization; Powers

. Each Company (a) is duly organized and validly existing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and to own and lease its property and (c) is qualified and in good standing (to the extent such concept is applicable in the applicable jurisdiction) to do business in every jurisdiction where such qualification is required, except in such jurisdictions where the failure to so qualify or be in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. There is no existing default under any Organizational Document of any Company or any event which, with the giving of notice or passage of time or both, would constitute a default by any party thereunder.

SECTION 3.02Authorization; Enforceability

. The Transactions to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03No Conflicts

. Except as set forth on Schedule 3.03, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created by the Loan Documents and (iii) consents, approvals, registrations, filings, permits or actions the failure to obtain or perform which could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate the Organizational Documents of any Company, (c) will not violate any Requirement of Law, (d) will not violate or result in a default or require any consent or approval under any indenture, agreement or other instrument binding upon any Company or its property, or give rise to a right thereunder to require any payment to be made by any Company, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (e) will not result in the creation or imposition of any Lien on any property of any Company, except Liens created by the Loan Documents and Permitted Liens.

SECTION 3.04Financial Statements; Projections

.

(a)Historical Financial Statements. Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of Borrower and the Acquired Business (i) as of and for the fiscal years ended December 31, 2002, December 31, 2003 and December 31, 2004, audited by and accompanied by the unqualified opinion of Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the six-month period ended June 30, 2005 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of Borrower and the Acquired Business, respectively. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (b) have been prepared in accordance with GAAP and present fairly in all material respects the financial condition and results of operations and cash flows of Borrower and the Acquired Business as of the dates and for the periods to which they relate.

(b)No Liabilities. Except as set forth in the financial statements referred to in Section 3.04(a), there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than liabilities under the Loan Documents. Since December 31, 2004, there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

(c)Pro Forma Financial Statements. Borrower has heretofore delivered to the Lenders in a form reasonably acceptable to the Administrative Agent (i) Borrower’s unaudited pro forma consolidated balance sheet and statements of income and cash flows and pro forma EBITDA for the fiscal year ended December 31, 2004 and as of and for the six-month period ended June 30, 2005, and (ii) Borrower’s unaudited pro forma consolidated balance sheet and statement of income and pro forma EBITDA as of and for the twelve months ended August 31, 2005, in each case after giving effect to the Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statements of income and (with respect to clause (i)) cash flows. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), are based on the best information reasonably available to the Loan Parties as of the date of delivery thereof and to the Loan Parties’ knowledge present fairly in all material respects the pro forma consolidated financial position and results of operations of Borrower as of such date and for such periods, assuming that the Transactions had occurred at such dates.

(d)Forecasts. The forecasts of financial performance of Borrower and its subsidiaries furnished to the Lenders have been prepared in good faith by Borrower and based on assumptions believed by Borrower to reasonable.

SECTION 3.05Properties

.

(a)Generally. Each Company has good title to, or valid leasehold interests in, all its property material to its business, free and clear of all Liens except for, in the case of Collateral, Permitted Collateral Liens and, in the case of all other material property, Permitted Liens and minor irregularities or deficiencies in title that, individually or in the aggregate, do not interfere with its ability to conduct its business as currently conducted or to utilize such property for its intended purpose. The property of the Companies, taken as a whole, (i) is in good operating order, condition and repair (ordinary wear and tear excepted) and (ii) constitutes all the property which is required for the business and operations of the Companies as presently conducted.

(b)Real Property. Schedules 8(a) and 8(b) to the Perfection Certificate dated the Closing Date contain a true and complete list of each interest in Real Property (i) owned by any Company as of the date hereof and describes the type of interest therein held by such Company and whether such owned Real Property is leased and if leased whether the underlying Lease contains any option to purchase all or any portion of such Real Property or any interest therein or contains any right of first refusal relating to any sale of such Real Property or any portion thereof or interest therein and (ii) leased, subleased or otherwise occupied or utilized by any Company, as lessee, sublessee, franchisee or licensee, as of the date hereof and describes the type of interest therein held by such Company and, in each of the cases described in clauses (i) and (ii) of this Section 3.05(b), whether any Lease requires the consent of the landlord or tenant thereunder, or other party thereto, to the Transactions.

(c)No Casualty Event. No Company has received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Casualty Event affecting all or any portion of its property that could reasonably be expected to have a Material Adverse Effect. No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 5.04.

(d)Collateral. Each Company owns or has rights to use all of the Collateral and all rights with respect to any of the foregoing used in, necessary for or material to each Company’s business as currently conducted. The use by each Company of such Collateral and all such rights with respect to the foregoing do not infringe on the rights of any person other than such infringement which could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No claim has been made and remains outstanding that any Company’s use of any Collateral does or may violate the rights of any third party that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

SECTION 3.06Intellectual Property

.

(a)Ownership/No Claims. Each Loan Party owns, or is licensed to use, all patents, patent applications, trademarks, trade names, service marks, copyrights, technology, trade secrets, proprietary information, domain names, know-how and processes necessary for the conduct of its business as currently conducted (the “Intellectual Property”), except for those the failure to own or license which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No claim has been asserted and is pending by any person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any Loan Party know of any valid basis for any such claim. The use of such Intellectual Property by each Loan Party does not infringe the rights of any person, except for such claims and infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b)Registrations. Except pursuant to licenses and other user agreements entered into by each Loan Party in the ordinary course of business that are listed in Schedule 12(a) or 12(b) to the Perfection Certificate, on and as of the date hereof (i) each Loan Party owns and possesses the right to use, and has done nothing to authorize or enable any other person to use, any copyright, patent or trademark (as such terms are defined in the Security Agreement) listed in Schedule 12(a) or 12(b) to the Perfection Certificate and (ii) all registrations listed in Schedule 12(a) or 12(b) to the Perfection Certificate are valid and in full force and effect.

(c)No Violations or Proceedings. To each Loan Party’s knowledge, on and as of the date hereof, there is no material violation by others of any right of such Loan Party with respect to any copyright, patent or trademark listed in Schedule 12(a) or 12(b) to the Perfection Certificate, pledged by it under the name of such Loan Party except as may be set forth on Schedule 3.06(c).

SECTION 3.07Equity Interests and Subsidiaries

.

(a)Equity Interests. Schedules 1(a) and 10(a) to the Perfection Certificate dated the Closing Date set forth a list of (i) all the Subsidiaries of Borrower and their jurisdictions of organization as of the Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable, and, other than the Equity Interests of Borrower, are owned by Borrower, directly or indirectly through Wholly Owned Subsidiaries, except as described on such Schedules. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreement, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.

(b)No Consent of Third Parties Required. No consent of any person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Agreement or the exercise of remedies in respect thereof.

(c)Organizational Chart. An accurate organizational chart, showing the ownership structure of Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transactions, is set forth on Schedule 10(a) to the Perfection Certificate dated the Closing Date.

SECTION 3.08Litigation; Compliance with Laws

. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to the knowledge of any Company, threatened against or affecting any Company or any business, property or rights of any Company (i) that involve any Loan Document or any of the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Except for matters covered by Section 3.18, no Company or any of its property is in violation of, nor will the continued operation of its property as currently conducted violate, any Requirements of Law (including any zoning or building ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting any Company’s Real Property or is in default with respect to any Requirement of Law, where such violation or default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.09Agreements

. No Company is a party to any agreement or instrument or subject to any corporate or other constitutional restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect. No Company is in material breach of any indenture or other agreement or instrument evidencing Indebtedness, or any other agreement or instrument to which it is a party or by which it or any of its property is or may be bound, where such breach could reasonably be expected to result in a Material Adverse Effect, and no condition exists which, with the giving of notice or the lapse of time or both, would result in a material breach having such an effect. Schedule 3.09 accurately and completely lists all material agreements (other than leases of Real Property set forth on Schedule 8(a) or 8(b) to the Perfection Certificate dated the Closing Date) to which any Company is a party which are in effect on the date hereof in connection with the operation of the business conducted thereby and Borrower has delivered to the Administrative Agent complete and correct copies of all such material agreements, including any amendments, supplements or modifications with respect thereto, and all such agreements are in full force and effect. For purposes of this Section 3.09, a “material agreement” shall mean an agreement that as of the date hereof constitutes a “Material Contract” within the meaning of Item 601(10) of Regulation S-K.

SECTION 3.10Federal Reserve Regulations

. No Company is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock. No part of the proceeds of any Loan or any Letter of Credit will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the regulations of the Board, including Regulation T, U or X. The pledge of the Securities Collateral pursuant to the Security Agreement does not violate such regulations.

SECTION 3.11Investment Company Act; Public Utility Holding Company Act

. No Company is (a) an “investment company” or a company “controlled” by an “investment company,” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) a “holding company,” an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company,” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended.

SECTION 3.12Use of Proceeds

. Borrower will use the proceeds of (a) the Term Loans to finance the Transactions and (b) the Revolving Loans and Swingline Loans after the Closing Date for general corporate purposes (including to effect Permitted Acquisitions), it being understood that no Revolving Loans shall be made on the Closing Date.

SECTION 3.13Taxes

. Each Company has (a) timely filed or caused to be timely filed all federal Tax Returns and all material state, local and foreign Tax Returns by it and all such Tax Returns are true and correct in all material respects and (b) duly and timely paid, collected or remitted or caused to be duly and timely paid, collected or remitted all Taxes (whether or not shown on any Tax Return) due and payable, collectible or remittable by it and all assessments received by it, except Taxes (i) that are being contested in good faith by appropriate proceedings and for which such Company has set aside on its books adequate reserves in accordance with GAAP and (ii) which could not, individually or in the aggregate, have a Material Adverse Effect. Each Company has made adequate provision in accordance with GAAP for all Taxes not yet due and payable. Each Company is unaware of any proposed or pending tax assessments, deficiencies or audits that could be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect. No Company has ever been a party to any understanding or arrangement constituting a “tax shelter” within the meaning of Section 6111(c), Section 6111(d) or Section 6662(d)(2)(C)(iii) of the Code, or has ever “participated” in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4, except as could not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect.

SECTION 3.14No Material Misstatements

. No information, report, financial statement, certificate, Borrowing Request, LC Request, exhibit or schedule furnished by or on behalf of any Company to the Administrative Agent or any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, taken as a whole, or the Confidential Information Memorandum contained or contains any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, each Company represents only that it acted in good faith and utilized assumptions believed by it to be reasonable in the preparation of such information, report, financial statement, exhibit or schedule.

SECTION 3.15Labor Matters

. As of the Closing Date, there are no strikes, lockouts or slowdowns against any Company pending or, to the knowledge of any Company, threatened. The hours worked by and payments made to employees of any Company have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other applicable federal, state, local or foreign law dealing with such matters in any manner which could reasonably be expected to result in a Material Adverse Effect. All payments due from any Company, or for which any claim may be made against any Company, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Company except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Company is bound.

SECTION 3.16Solvency

. Immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Loan and after giving effect to the application of the proceeds of each Loan, (a) the fair value of the properties of each Loan Party (individually and on a consolidated basis with its Subsidiaries) will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to conduct its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing Date.

SECTION 3.17Employee Benefit Plans

.

(a)Each Company and its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably be expected to result in material liability of any Company or any of its ERISA Affiliates or the imposition of a Lien on any of the property of any Company. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $250,000 the fair market value of the property of all such underfunded Plans. Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of each Company or its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, could not reasonably be expected to result in a Material Adverse Effect.

(b)Except where noncompliance would not reasonably be expected to result in a Material Adverse Effect, each Foreign Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, and no Company has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the end of the most recently ended fiscal year of the applicable Company (based on the actuarial assumptions used for purposes of the applicable jurisdiction's financial reporting requirements), did not exceed the current value of the assets of such Foreign Plan, and for each Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued.

SECTION 3.18Environmental Matters

.

(a)Except as set forth in Schedule 3.18 and except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect:

(i)The Companies and their businesses, operations and Real Property are in compliance with, and the Companies have no liability under, any applicable Environmental Law; and under the currently effective business plan of the Companies, no expenditures or operational adjustments will be required in order to comply with applicable Environmental Laws during the next five years;

(ii)The Companies have obtained all Environmental Permits required for the conduct of their businesses and operations, and the ownership, operation and use of their property, under Environmental Law, all such Environmental Permits are valid and in good standing and, under the currently effective business plan of the Companies, no expenditures or operational adjustments will be required in order to renew or modify such Environmental Permits during the next five years;

(iii)There has been no Release or threatened Release of Hazardous Material on, at, under or from any Real Property or facility presently or formerly owned, leased or operated by the Companies or their predecessors in interest that could result in liability by the Companies under any applicable Environmental Law;

(iv)There is no Environmental Claim pending or, to the knowledge of the Companies, threatened against the Companies, or relating to the Real Property currently or formerly owned, leased or operated by the Companies or their predecessors in interest or relating to the operations of the Companies, and there are no actions, activities, circumstances, conditions, events or incidents that could form the basis of such an Environmental Claim; and

(v)No person with an indemnity or contribution obligation to the Companies relating to compliance with or liability under Environmental Law is in default with respect to such obligation.

(b)Except as set forth in Schedule 3.18:

(i)No Company is obligated to perform any action or otherwise incur any expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract, agreement or operation of law, and no Company is conducting or financing any Response pursuant to any Environmental Law with respect to any Real Property or any other location;

(ii)No Real Property or facility owned, operated or leased by the Companies and, to the knowledge of the Companies, no Real Property or facility formerly owned, operated or leased by the Companies or any of their predecessors in interest is (i) listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any Governmental Authority including any such list relating to petroleum;

(iii)No Lien has been recorded or, to the knowledge of any Company, threatened under any Environmental Law with respect to any Real Property or other assets of the Companies;

(iv)The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any Governmental Real Property Disclosure Requirements or any other applicable Environmental Law; and

(v)The Companies have made available to the Lenders all material records and files in the possession, custody or control of, or otherwise reasonably available to, the Companies concerning compliance with or liability under Environmental Law, including those concerning the actual or suspected existence of Hazardous Material at Real Property or facilities currently or formerly owned, operated, leased or used by the Companies.

SECTION 3.19Insurance

. Schedule 3.19 sets forth a true, complete and correct description of all insurance maintained by each Company as of the Closing Date. All insurance maintained by the Companies is in full force and effect, all premiums have been duly paid, no Company has received notice of violation or cancellation thereof, the Premises, and the use, occupancy and operation thereof, comply in all material respects with all Insurance Requirements, and there exists no material default under any Insurance Requirement. Each Company has insurance in such amounts and covering such risks and liabilities as are customary for companies of a similar size engaged in similar businesses in similar locations.

SECTION 3.20Security Documents

.

(a)Security Agreement. The Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral (other than such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Collateral Liens.

(b)Copyright Office Filing. When the Security Agreement or a short form thereof is filed in the United States Copyright Office, the Liens created by such Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Registered Copyrights and Registered Copyright Licenses (each as defined in such Security Agreement), in each case subject to no Liens other than Permitted Collateral Liens.

(c)[Reserved].

(d)Valid Liens. Each Security Document delivered pursuant to Sections 5.11 and 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which such possession or control shall be given to the Collateral Agent to the extent required by any Security Document), such Security Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral (other than such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction or applicable Federal law with respect to Intellectual Property), in each case subject to no Liens other than the applicable Permitted Collateral Liens.

SECTION 3.21Acquisition Documents; Representations and Warranties in Acquisition Agreement

. Schedule 3.21 lists (i) each exhibit, schedule, annex or other attachment to the Acquisition Agreement and (ii) each agreement, certificate, instrument, letter or other document contemplated by the Acquisition Agreement or any item referred to in clause (i) to be entered into, executed or delivered or to become effective in connection with the Acquisition or otherwise entered into, executed or delivered in connection with the Acquisition. The Lenders have been furnished true and complete copies of each Acquisition Document to the extent executed and delivered on or prior to the Closing Date. All representations and warranties of each Company set forth in the Acquisition Agreement were true and correct in all material respects as of the time such representations and warranties were made and shall be true and correct in all material respects as of the Closing Date as if such representations and warranties were made on and as of such date, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

SECTION 3.22Anti-Terrorism Law

. (a) No Loan Party and, to the knowledge of the Loan Parties, none of its Affiliates is in violation of any Requirement of Law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

(b)No Loan Party and to the knowledge of the Loan Parties, no Affiliate or broker or other agent of any Loan Party acting or benefiting in any capacity in connection with the Loans is any of the following:

(i)a person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(ii)a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(iii)a person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv)a person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

(v)a person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list.

(c)No Loan Party and, to the knowledge of the Loan Parties, no broker or other agent of any Loan Party acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in paragraph (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

ARTICLE IV

CONDITIONS TO CREDIT EXTENSIONS

SECTION 4.01Conditions to Initial Credit Extension

. The obligation of each Lender and, if applicable, each Issuing Bank to fund the initial Credit Extension requested to be made by it shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 4.01.

(a)Loan Documents. All legal matters incident to this Agreement, the Credit Extensions hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent and there shall have been delivered to the Administrative Agent an executed counterpart of each of the Loan Documents and the Perfection Certificate.

(b)Corporate Documents. The Administrative Agent shall have received:

(i)a certificate of the secretary or assistant secretary of each Loan Party dated the Closing Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (i));

(ii)a certificate as to the good standing of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); and

(iii)such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request.

(c)Officers’ Certificate. The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the chief financial officer of Borrower, confirming compliance with the conditions precedent set forth in this Section 4.01 and Sections 4.02(b), (c) and (d).

(d)Financings and Other Transactions, etc.

(i)The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders.

(ii)Borrower shall have delivered to the Administrative Agent an executed counterpart of the Escrow Agreement in form and substance to the reasonable satisfaction of the Administrative Agent.

(iii)The terms of the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof other than payments in kind, or any purchases, redemptions or other acquisitions thereof for cash or property other than payments in kind, in each case prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents.

(iv)The Lenders shall be satisfied with the management, capitalization, the terms and conditions of any equity arrangements and the corporate or other organizational structure of the Companies (after giving effect to the Transactions) and any indemnities, employment and other arrangements entered into in connection with the Transactions.

(v)The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt.

(e)Financial Statements; Pro Forma Balance Sheet; Projections. The Lenders shall have received and shall be satisfied with the form and substance of the financial statements described in Section 3.04 and with the forecasts of the financial performance of Borrower, the Acquired Business and their respective Subsidiaries.

(f)Indebtedness and Minority Interests. After giving effect to the Transactions and the other transactions contemplated hereby, no Company shall have outstanding any Indebtedness or preferred stock other than (i) the Loans and Credit Extensions hereunder, (ii) the Indebtedness listed on Schedule 6.01(b), (iii) Indebtedness owed to Borrower or any Guarantor and (iv) Indebtedness owed by a Subsidiary that is not a Guarantor to a Subsidiary that is not a Guarantor.

(g)Opinions of Counsel. The Administrative Agent shall have received, on behalf of itself, the other Agents, the Arranger, the Lenders and the Issuing Bank, a favorable written opinion of (i) Cahill Gordon & Reindel llp, (ii) Law Office of Kenneth G. Alberstadt PLLC, special counsel for the Loan Parties, and (iii) each local counsel listed on Schedule 4.01(g), in each case (A) dated the Closing Date, (B) addressed to the Agents, the Issuing Bank and the Lenders and (C) covering the matters set forth in Exhibit N and such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request.

(h)Solvency Certificate. The Administrative Agent shall have received a solvency certificate in the form of Exhibit O, dated the Closing Date and signed by the chief financial officer of Borrower.

(i)Requirements of Law. The Lenders shall be satisfied that Borrower, its Subsidiaries and the Transactions shall be in full compliance with all material Requirements of Law, including Regulations T, U and X of the Board, and shall have received satisfactory evidence of such compliance reasonably requested by them.

(j)Consents. The Lenders shall be satisfied that (i) all requisite Governmental Authorities shall have approved or consented to the Transactions, (ii) all other material third-party consents, except for such other third-party consents that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, shall have been obtained and (iii) there shall be no governmental or judicial action, actual or threatened, that has or would have, singly or in the aggregate, a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Transactions or the other transactions contemplated hereby.

(k)Litigation. There shall be no litigation, public or private, or administrative proceedings, governmental investigation or other legal or regulatory developments, actual or threatened, that, singly or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or could materially and adversely affect the ability of Borrower and the Subsidiaries to fully and timely perform their respective obligations under the Transaction Documents, or the ability of the parties to consummate the financings contemplated hereby or the other Transactions.

(l)Sources and Uses. The sources and uses of the Loans shall be as set forth in Section 3.12.

(m)Fees. The Arranger and Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the reasonable legal fees and expenses of Cahill Gordon & Reindel llp, special counsel to the Agents, and the reasonable fees and expenses of any local counsel, foreign counsel, appraisers, consultants and other advisors) required to be reimbursed or paid by Borrower hereunder or under any other Loan Document.

(n)Personal Property Requirements. The Collateral Agent shall have received:

(i)all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank;

(ii)the Intercompany Note executed by and among Borrower and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank;

(iii)all other certificates, agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the Security Agreement and to the extent required by the Security Agreement);

(iv)UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents and, with respect to all UCC financing statements required to be filed pursuant to the Loan Documents, evidence satisfactory to the Administrative Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Administrative Agent for the tracking of all such financing statements and notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof;

(v)certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent);

(vi)with respect to each location set forth on Schedule 4.01(n)(vi), a Landlord Access Agreement or Bailee Letter, as applicable; provided that no such Landlord Access Agreement or Bailee Letter shall be required with respect to any Real Property that could not be obtained after the Loan Party that is the lessee of such Real Property or owner of the inventory or other personal property Collateral stored with the bailee thereof, as applicable, shall have used all commercially reasonable efforts to do so; and

(vii)evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

(o)[Reserved].

(p)Insurance. The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance satisfactory to the Administrative Agent.

(q)USA Patriot Act. The Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 10.13.

(r)Minimum EBITDA. Consolidated EBITDA for the twelve months ended August 31, 2005 shall not be less than $89,700,000 calculated on a pro forma basis reasonably acceptable to the Administrative Agent.

SECTION 4.02Conditions to All Credit Extensions

. The obligation of each Lender and each Issuing Bank to make any Credit Extension (including the initial Credit Extension) shall be subject to, and to the satisfaction of, each of the conditions precedent set forth below.

(a)Notice. The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03) if Loans are being requested or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received an LC Request as required by Section 2.18(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a Borrowing Request as required by Section 2.17(b).

(b)No Default. Borrower and each other Loan Party shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and, at the time of and immediately after giving effect to such Credit Extension and the application of the proceeds thereof, no Default shall have occurred and be continuing on such date.

(c)Representations and Warranties. Each of the representations and warranties made by any Loan Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

(d)No Legal Bar. No order, judgment or decree of any Governmental Authority shall purport to restrain any Lender from making any Loans to be made by it. No injunction or other restraining order shall have been issued, shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.

Each of the delivery of a Borrowing Request or an LC Request and the acceptance by Borrower of the proceeds of such Credit Extension shall constitute a representation and warranty by Borrower and each other Loan Party that on the date of such Credit Extension (both immediately before and after giving effect to such Credit Extension and the application of the proceeds thereof) the conditions contained in Sections 4.02(b)-(d) have been satisfied. Borrower shall provide such information (including calculations in reasonable detail of the covenants in Section 6.10) as the Administrative Agent may reasonably request to confirm that the conditions in Sections 4.02(b)-(d) have been satisfied.

ARTICLE V

AFFIRMATIVE COVENANTS

Each Loan Party warrants, covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, each Loan Party will, and will cause each of its Subsidiaries (other than each of its Subsidiaries that is an Excluded Subsidiary) to:

SECTION 5.01Financial Statements, Reports, etc.

Furnish to the Administrative Agent and each Lender:

(a)Annual Reports. As soon as available and in any event within 90 days (or such earlier date on which Borrower is required to file a Form 10-K under the Exchange Act) after the end of each fiscal year, beginning with the fiscal year ending December 31, 2005, (i) the consolidated balance sheet of Borrower as of the end of such fiscal year and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Borrower as of the dates and for the periods specified in accordance with GAAP, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower for such fiscal year, as compared to amounts for the previous fiscal year and budgeted amounts (it being understood that the information required by clause (i) may be furnished in the form of a Form 10-K);

(b)Quarterly Reports. As soon as available and in any event within 45 days (or such earlier date on which Borrower is required to file a Form 10-Q under the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year, beginning with the fiscal quarter ending September 30, 2005, (i) the consolidated balance sheet of Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Borrower as of the date and for the periods specified in accordance with GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, subject to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clause (i) may be furnished in the form of a Form 10-Q);

(c)Perfection Certificate Supplement and Officer’s Certificate. Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and a certificate of a Financial Officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period);

(d)Financial Officer’s Certificate. (i)  Concurrently with any delivery of financial statements under Section 5.01(a) or (b), a Compliance Certificate (A) certifying that no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (B) beginning with the fiscal quarter ending December 31, 2005, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.07(f) and 6.10 and, concurrently with any delivery of financial statements under Section 5.01(a) above, setting forth Borrower’s calculation of Excess Cash Flow and (C) showing a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income; provided that in the event there has been any change in the accounting policies or reporting practices of Borrower that are not required by GAAP, a reconciliation of Borrower’s financial statements to such financial statements of Borrower as would have been produced in accordance with GAAP as in effect on the date hereof, shall be delivered to the Administrative Agent; and (ii) concurrently with any delivery of financial statements under Section 5.01(a) above, beginning with the fiscal year ending December 31, 2005, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge that any Default insofar as it relates to financial or accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof;

(e)Financial Officer’s Certificate Regarding Collateral. Concurrently with any delivery of financial statements under Section 5.01(a), a certificate of a Financial Officer setting forth the information required pursuant to the Perfection Certificate Supplement or confirming that there has been no change in such information since the date of the Perfection Certificate or latest Perfection Certificate Supplement;

(f)[Reserved];

(g)Management Letters. Promptly after the receipt thereof by any Company, a copy of any “management letter” received by any such person from its certified public accountants and the management’s responses thereto;

(h)Budgets. Within 30 days after the beginning of each fiscal year, a budget for Borrower in form reasonably satisfactory to the Administrative Agent, but to include balance sheets, statements of income and sources and uses of cash, for (i) each month of such fiscal year prepared in detail and (ii) each fiscal year thereafter, through and including the fiscal year in which the Final Maturity Date occurs, prepared in summary form, in each case, with appropriate presentation and discussion of the principal assumptions upon which such budgets are based, accompanied by the statement of a Financial Officer of Borrower to the effect that the budget of Borrower is a reasonable estimate for the periods covered thereby and, promptly when available, any significant revisions of such budget;

(i)Organization. Concurrently with any delivery of financial statements under Section 5.01(a), an accurate organizational chart as required by Section 3.07(c), or confirmation that there are no changes to Schedule 10(a) to the Perfection Certificate;

(j)Organizational Documents. Promptly provide copies of any Organizational Documents that have been amended or modified in accordance with the terms hereof and deliver a copy of any notice of default given or received by any Company under any Organizational Document within 15 days after such Company gives or receives such notice; and

(k)Other Information. Promptly, from time to time, such other information regarding the operations, business affairs and financial condition of any Company, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request.

SECTION 5.02Litigation and Other Notices

. Furnish to the Administrative Agent and each Lender written notice of the following promptly (and, in any event, (i) with respect to clause (a) below, within three Business Days of the occurrence thereof and (ii) with respect to clauses (b), (c), (d) and (e) below, within ten Business Days of the occurrence thereof):

(a)any Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

(b)the service upon any Company, or receipt by any Company, of any written threat or notice of intention of any person to file or commence any action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect or (ii) with respect to any Loan Document;

(c)any development that has resulted in, or could reasonably be expected to result in a Material Adverse Effect;

(d)the occurrence of a Casualty Event; and

(e)the incurrence of any material Lien (other than Permitted Collateral Liens) on, or claim asserted against, any of the Collateral.

SECTION 5.03Existence; Businesses and Properties

.

(a)Do or cause to be done all things necessary to preserve, renew and maintain in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05 or Section 6.06 or, in the case of any Subsidiary, where the failure to perform such obligations, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b)Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so or cause to be done, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated, except as could not reasonably be expected to have a Material Adverse Effect; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay and perform its obligations under all Leases and Transaction Documents, except where such failure to pay or perform, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, acquisitions, consolidations or mergers by or involving any Company in accordance with Section 6.05, Section 6.06 or Section 6.07; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable.

SECTION 5.04Insurance

.

(a)Generally. Keep its insurable property adequately insured at all times by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks as is customary with companies in the same or similar businesses operating in the same or similar locations against such casualties and contingencies and of such types and in such amounts with such deductibles as is customary in the case of similar businesses operating in the same or similar locations, including (i) physical hazard insurance with coverage at least as broad as that provided under a “Causes of Loss—Special Form” policy (so-called “all risk” basis), (ii) commercial general liability against claims for bodily injury, death or property damage covering liability for claims covered under an ISO (Insurance Services Office) Commercial General Liability Form (ISO CG 00 01 form), (iii) explosion insurance in respect of any boilers, machinery or similar apparatus constituting Collateral, (iv) business interruption insurance, (v) worker’s compensation insurance and such other insurance as may be required by any Requirement of Law and (vi) such other insurance against risks as the Administrative Agent may from time to time require (such policies to be in such form and amounts and having such coverage as may be reasonably satisfactory to the Administrative Agent and the Collateral Agent); provided that with respect to physical hazard insurance, neither the Collateral Agent nor the applicable Company shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Company shall be required during an Event of Default.

(b)Requirements of Insurance. All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Collateral Agent of written notice thereof, (ii) name the Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, (iii) if reasonably requested by the Collateral Agent, include a breach of warranty clause and (iv) be reasonably satisfactory in all other respects to the Collateral Agent.

(c)Notice to Agents. Notify the Administrative Agent and the Collateral Agent immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 5.04 is taken out by any Company; and promptly deliver to the Administrative Agent and the Collateral Agent a duplicate original copy of such policy or policies.

(d)[Reserved].

(e)Broker’s Report. Deliver to the Administrative Agent and the Collateral Agent and the Lenders a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Administrative Agent or the Collateral Agent may from time to time reasonably request.

(f)Mortgaged Properties. No Loan Party that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Loan Party’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Premises, and each Loan Party shall otherwise comply in all material respects with all Insurance Requirements in respect of the Premises; provided, however, that each Loan Party may, at its own expense and after written notice to the Administrative Agent, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 5.04 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 5.04.

SECTION 5.05Obligations and Taxes

.

(a)Payment of Obligations. Pay its Indebtedness and other obligations promptly and in accordance with their terms and pay and discharge promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien other than a Permitted Lien upon such properties or any part thereof; provided that such payment and discharge shall not be required with respect to any such obligation, Tax, assessment, charge, levy or claim so long as (x)(i) the validity or amount thereof shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and the applicable Company shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP, (ii) such contest operates to suspend collection of the contested obligation, Tax, assessment or charge and enforcement of a Lien other than a Permitted Lien and (iii) in the case of Collateral, the applicable Company shall have otherwise complied with the Contested Collateral Lien Conditions and (y) the failure to pay could not reasonably be expected to result in a Material Adverse Effect.

(b)Filing of Returns. Timely and correctly file all material Tax Returns required to be filed by it. Withhold, collect and remit all Taxes that it is required to collect, withhold or remit.

(c)Tax Shelter Reporting. Borrower does not intend to treat the Loans as being a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4. In the event Borrower determines to take any action inconsistent with such intention, it will promptly notify the Administrative Agent thereof.

SECTION 5.06Employee Benefits

. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent (x) as soon as possible after, and in any event within 5 days after any Responsible Officer of any Company or any ERISA Affiliates of any Company knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Companies or any of their ERISA Affiliates in an aggregate amount exceeding $500,000 or the imposition of a Lien, a statement of a Financial Officer of Borrower setting forth details as to such ERISA Event and the action, if any, that the Companies propose to take with respect thereto, and (y) upon request by the Administrative Agent, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Company or any ERISA Affiliate with the Internal Revenue Service with respect to each Plan; (ii) the most recent actuarial valuation report for each Plan; (iii) all notices received by any Company or any ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan (or employee benefit plan sponsored or contributed to by any Company) as the Administrative Agent shall reasonably request.

SECTION 5.07Maintaining Records; Access to Properties and Inspections; Annual Meetings

.

(a)Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. Each Company will permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the property of such Company at reasonable times and upon reasonable notice as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances, accounts and condition of any Company with the officers and employees thereof and advisors therefor (including independent accountants).

(b)Within 150 days after the end of each fiscal year of the Companies, at the request of the Administrative Agent or Required Lenders, hold a meeting (at a mutually agreeable location, venue and time or, at the option of the Administrative Agent, by conference call, the costs of such venue or call to be paid by Borrower) with all Lenders who choose to attend such meeting, at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies and the budgets presented for the current fiscal year of the Companies.

SECTION 5.08Use of Proceeds

. Use the proceeds of the Loans only for the purposes set forth in Section 3.12 and request the issuance of Letters of Credit only for the purposes set forth in the definition of Commercial Letter of Credit or Standby Letter of Credit, as the case may be, it being understood that on the Closing Date the proceeds of the Traunche B Loan shall be deposited into an escrow account where such proceeds shall be held pursuant to the Escrow Agreement.

SECTION 5.09Compliance with Environmental Laws; Environmental Reports

.

(a)Comply, and cause all lessees and other persons occupying Real Property of any Company to comply, in all material respects with all Environmental Laws and Environmental Permits applicable to its operations and Real Property; obtain and renew all material Environmental Permits applicable to its operations and Real Property; and conduct all Responses required by, and in accordance with, Environmental Laws; provided that no Company shall be required to undertake any Response to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

(b)If a Default caused by reason of a breach of Section 3.18 or Section 5.09(a) shall have occurred and be continuing for more than 20 days without the Companies commencing activities reasonably likely to cure such Default in accordance with Environmental Laws, at the written request of the Administrative Agent or the Required Lenders through the Administrative Agent, provide to the Lenders within 45 days after such request, at the expense of Borrower, an environmental assessment report regarding the matters which are the subject of such Default, including, where appropriate, soil and/or groundwater sampling, prepared by an environmental consulting firm and, in the form and substance, reasonably acceptable to the Administrative Agent and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or Response to address them.

SECTION 5.10Interest Rate Protection

. No later than the 30th day after the Closing Date, Borrower shall enter into, and for a minimum of three years thereafter maintain, Hedging Agreements with terms and conditions acceptable to the Administrative Agent that result in at least 50% of the aggregate principal amount of Borrower’s Consolidated Indebtedness other than Revolving Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent.

SECTION 5.11Additional Collateral; Additional Guarantors

.

(a)Subject to this Section 5.11, with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Collateral Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties.

(b)With respect to any person, other than an Excluded Subsidiary, that is or becomes a Subsidiary after the Closing Date, promptly (and in any event within 30 days after such person becomes a Subsidiary) (i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party and (ii) cause such new Subsidiary (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor and a joinder agreement to the applicable Security Agreement, substantially in the form annexed thereto, and (B) to take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. Notwithstanding the foregoing, (1) the Equity Interests required to be delivered to the Collateral Agent pursuant to clause (i) of this Section 5.11(b) shall not include any Equity Interests of a Foreign Subsidiary created or acquired after the Closing Date and (2) no Foreign Subsidiary shall be required to take the actions specified in clause (ii) of this Section 5.11(b), if, in the case of either clause (1) or (2), doing so would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Code, which investment would or could reasonably be expected to trigger a material increase in the net income of a United States shareholder of such Subsidiary pursuant to Section 951 (or a successor provision) of the Code, as reasonably determined by the Administrative Agent; provided that this exception shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code) representing 66% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 5.11(b).

(c)Promptly grant to the Collateral Agent, within 30 days of the acquisition thereof, a security interest in and Mortgage on each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $500,000, in each case, as additional security for the Secured Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 6.02). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected Liens subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage).

(d)Borrower may designate any Subsidiary acquired or formed after the Closing Date as a Non-Guarantor Subsidiary by written notice to the Administrative Agent; provided, however, that if at any time any Non-Guarantor Subsidiary or group of Non-Guarantor Subsidiaries in the aggregate (other than any Excluded Subsidiary or Foreign Subsidiary that is not required to take the actions specified in Section 5.11(b)(ii) by operation of the last sentence of Section 5.11(b)) not otherwise subject to Section 5.11(b) has assets with either a book value or fair market value in excess of $1.0 million, then Borrower shall, and shall cause one or more of such Subsidiaries to, comply with Section 5.11(b) within the time frames set forth therein so that no Non-Guarantor Subsidiary or group of Non-Guarantor Subsidiaries in the aggregate holds property having either a book value or fair market value in excess of $1.0 million.

SECTION 5.12Security Interests; Further Assurances

. Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except as permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by a Requirement of Law to have appraisals prepared in respect of the Real Property of any Loan Party constituting Collateral, Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance satisfactory to the Administrative Agent and the Collateral Agent.

SECTION 5.13Information Regarding Collateral

. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement.

SECTION 5.14Affirmative Covenants with Respect to Leases

. With respect to each Lease, the respective Loan Party shall perform all the obligations imposed upon the landlord under such Lease and enforce all of the tenant’s obligations thereunder, except where the failure to so perform or enforce could not reasonably be expected to result in a Property Material Adverse Effect.

ARTICLE VI

NEGATIVE COVENANTS

Each Loan Party warrants, covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been cash collateralized, canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, no Loan Party will, nor will they cause or permit any Subsidiaries (other than any Subsidiary that is an Excluded Subsidiary) to:

SECTION 6.01Indebtedness

. Incur, create, assume or permit to exist, directly or indirectly, any Indebtedness, except

(a)Indebtedness incurred under this Agreement and the other Loan Documents;

(b)(i) Indebtedness outstanding on the Closing Date and listed on Schedule 6.01(b) and (ii) refinancings or renewals thereof; provided that (A) any such refinancing Indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness being renewed or refinanced;

(c)Indebtedness under Hedging Obligations with respect to interest rates, foreign currency exchange rates or commodity prices, in each case not entered into for speculative purposes; provided that if such Hedging Obligations relate to interest rates, (i) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (ii) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate;

(d)Indebtedness permitted by Section 6.04(f);

(e)Indebtedness in respect of Purchase Money Obligations and Capital Lease Obligations, and refinancings or renewals thereof, (i) with respect to vehicles provided principally to sales representative employees in contract sales services in the ordinary course of business; provided that the amount of such Purchase Money Obligations and Capital Lease Obligations shall not exceed the purchase price of such vehicles, and (ii) with respect to Purchase Money Obligations and Capital Lease Obligations other than those referred to in clause (i) hereof, in an aggregate amount not to exceed $30.0 million at any time outstanding;

(f)Indebtedness incurred by Foreign Subsidiaries in an aggregate amount not to exceed $20.0 million at any time outstanding;

(g)Indebtedness in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Company in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed), in an aggregate amount not to exceed $5.0 million at any time outstanding;

(h)Contingent Obligations of any Loan Party in respect of Indebtedness otherwise permitted under this Section 6.01;

(i)Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence;

(j)Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(k)unsecured Indebtedness of any Company in an aggregate amount not to exceed $50.0 million at any time outstanding; and

(l)Indebtedness represented by the Purchase Price Notes and Holdback Note, if any (in each case as defined in the Acquisition Agreement).

SECTION 6.02Liens

. Create, incur, assume or permit to exist, directly or indirectly, any Lien on any property now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except the following (collectively, the “Permitted Liens”):

(a)inchoate Liens for taxes, assessments or governmental charges or levies not yet due and payable or delinquent and Liens for taxes, assessments or governmental charges or levies, which (i) are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien, and (ii) in the case of any such charge or claim which has or may become a Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions;

(b)Liens in respect of property of any Company imposed by Requirements of Law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of the property of the Companies, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Companies, taken as a whole, (ii) which, if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien, and (iii) in the case of any such Lien which has or may become a Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions;

(c)any Lien in existence on the Closing Date and set forth on Schedule 6.02(c) and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (i) except as permitted by Section 6.01(b)(ii)(A), does not secure an aggregate amount of Indebtedness, if any, greater than that secured on the Closing Date and (ii) does not encumber any property other than the property subject thereto on the Closing Date (any such Lien, an “Existing Lien”);

(d)easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies on or with respect to any Real Property, in each case whether now or hereafter in existence, not (i) securing Indebtedness, (ii) individually or in the aggregate materially impairing the value or marketability of such Real Property or (iii) individually or in the aggregate materially interfering with the ordinary conduct of the business of the Companies at such Real Property;

(e)Liens arising out of judgments, attachments or awards not resulting in a Default and in respect of which such Company shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings and, in the case of any such Lien which has or may become a Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions;

(f)Liens (other than any Lien imposed by ERISA) (x) imposed by Requirements of Law or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation, (y) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (z) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided that (i) with respect to clauses (x), (y) and (z) of this paragraph (f), such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings for orders entered in connection with such proceedings have the effect of preventing the forfeiture or sale of the property subject to any such Lien, (ii) to the extent such Liens are not imposed by Requirements of Law, such Liens shall in no event encumber any property other than cash and Cash Equivalents, (iii) in the case of any such Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions and (iv) the aggregate amount of deposits at any time pursuant to clause (y) and clause (z) of this paragraph (f) shall not exceed $500,000 in the aggregate;

(g)Leases of the properties of any Company, in each case entered into in the ordinary course of such Company’s business so long as such Leases are subordinate in all respects to the Liens granted and evidenced by the Security Documents and do not, individually or in the aggregate, (i) interfere in any material respect with the ordinary conduct of the business of any Company or (ii) materially impair the use (for its intended purposes) or the value of the property subject thereto;

(h)Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Company in the ordinary course of business in accordance with the past practices of such Company;

(i)Liens securing Indebtedness incurred pursuant to Section 6.01(e); provided that any such Liens attach only to the property being financed pursuant to such Indebtedness and do not encumber any other property of any Company;

(j)bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Company, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless such Liens are non-consensual and arise by operation of law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

(k)Liens on property of a person existing at the time such person is acquired or merged with or into or consolidated with any Company to the extent permitted hereunder (and not created in anticipation or contemplation thereof); provided that such Liens do not extend to property not subject to such Liens at the time of acquisition (other than improvements thereon) and are no more favorable to the lienholders than such existing Lien;

(l)Liens granted pursuant to the Security Documents to secure the Secured Obligations;

(m)licenses of Intellectual Property granted by any Company in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Companies;

(n)the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;

(o)Liens securing Indebtedness incurred pursuant to Section 6.01(f); provided that (i) such Liens do not extend to, or encumber, property which constitutes Collateral and (ii) such Liens extend only to the property (or Equity Interests) of the Foreign Subsidiary incurring such Indebtedness; and

(p)Liens incurred in the ordinary course of business of any Company with respect to obligations that do not in the aggregate exceed $10.0 million at any time outstanding, so long as such Liens, to the extent covering any Collateral, are junior to the Liens granted pursuant to the Security Documents;

provided, however, that no consensual Liens shall be permitted to exist, directly or indirectly, on any Securities Collateral, other than Liens granted pursuant to the Security Documents.

SECTION 6.03Sale and Leaseback Transactions

. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless (i) the sale of such property is permitted by Section 6.06 and (ii) any Liens arising in connection with its use of such property are permitted by Section 6.02.

SECTION 6.04Investment, Loan and Advances

. Directly or indirectly, lend money or credit (by way of guarantee or otherwise) or make advances to any person, or purchase or acquire any stock, bonds, notes, debentures or other obligations or securities of, or any other interest in, or make any capital contribution to, any other person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract (all of the foregoing, collectively, “Investments”), except that the following shall be permitted:

(a)the Companies may consummate the Transactions in accordance with the provisions of the Transaction Documents;

(b)Investments outstanding on the Closing Date and identified on Schedule 6.04(b);

(c)the Companies may (i) acquire and hold accounts receivables owing to any of them if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary terms, (ii) acquire equity or debt securities or instruments of account obligors in settlement of collection claims in the ordinary course of business; provided the amount of such holdings in the aggregate shall not exceed $500,000 at any time, (iii) invest in, acquire and hold cash and Cash Equivalents, (iv) endorse negotiable instruments held for collection in the ordinary course of business or (v) make lease, utility and other similar deposits in the ordinary course of business;

(d)Hedging Obligations incurred pursuant to Section 6.01(c);

(e)loans and advances to directors, employees and officers of Borrower and the Subsidiaries for bona fide business purposes and to purchase Equity Interests of Borrower, in aggregate amount not to exceed $3.0 million at any time outstanding; provided that no loans in violation of Section 402 of the Sarbanes-Oxley Act shall be permitted hereunder;

(f)Investments (i) by any Company in Borrower or any Subsidiary Guarantor and (ii) by a Subsidiary that is not a Subsidiary Guarantor in any other Subsidiary that is not a Subsidiary Guarantor; provided that any Investment in the form of a loan or advance shall be evidenced by the Intercompany Note and, in the case of a loan or advance by a Loan Party, pledged by such Loan Party as Collateral pursuant to the Security Documents;

(g)Investments in securities of trade creditors or customers in the ordinary course of business received upon foreclosure or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(h)Investments made by Borrower or any Subsidiary as a result of consideration received in connection with an Asset Sale made in compliance with Section 6.06; and

(i)(i) Investments in Foreign Subsidiaries; provided that after giving effect to each such Investment the aggregate amount of all Investments in Foreign Subsidiaries shall not exceed 10% of the total assets of Borrower and its Subsidiaries as of the date of the last annual or quarterly balance sheet furnished to the Administrative Agent pursuant to Section 5.01, determined on a consolidated basis in accordance with GAAP, and (ii) other Investments in an aggregate amount not to exceed $20.0 million at any time outstanding.

An Investment shall be deemed to be outstanding to the extent not returned in the same form as the original Investment to Borrower or any Subsidiary Guarantor.

SECTION 6.05Mergers and Consolidations

. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted:

(a)the Transactions as contemplated by the Transaction Documents;

(b)Asset Sales in compliance with Section 6.06;

(c)acquisitions in compliance with Section 6.07;

(d)any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Subsidiary of Borrower in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; and

(e)any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect.

To the extent the Required Lenders waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company) shall be sold free and clear of the Liens created by the Security Documents, and the Agents shall take all actions they deem appropriate in order to effect the foregoing.

SECTION 6.06Asset Sales

. Effect any Asset Sale, or agree to effect any Asset Sale, except that the following shall be permitted:

(a)disposition of used, worn out, obsolete or surplus property by any Company in the ordinary course of business and the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Companies taken as a whole;

(b)Asset Sales; provided that with respect to any single Asset Sale or series of related Asset Sales pursuant to this clause (b) for which the aggregate consideration received exceeds 5% of the total assets of Borrower and its Subsidiaries as of the date of the last annual or quarterly balance sheet furnished to the Administrative Agent pursuant to Section 5.01, determined on a consolidated basis in accordance with GAAP, such Asset Sale or series of related Asset Sales shall be on terms and conditions reasonably satisfactory to the Administrative Agent;

(c)leases of real or personal property in the ordinary course of business and in accordance with the applicable Security Documents;

(d)the Transactions as contemplated by the Transaction Documents;

(e)mergers and consolidations in compliance with Section 6.05; and

(f)Investments in compliance with Section 6.04.

To the extent the Required Lenders waive the provisions of this Section 6.06 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.06, such Collateral (unless sold to a Company) shall be sold free and clear of the Liens created by the Security Documents, and the Agents shall take all actions they deem appropriate in order to effect the foregoing.

SECTION 6.07Acquisitions

. Purchase or otherwise acquire (in one or a series of related transactions) any part of the property (whether tangible or intangible) of any person (or agree to do any of the foregoing at any future time), except that the following shall be permitted:

(a)Capital Expenditures by Borrower and the Subsidiaries;

(b)purchases and other acquisitions of inventory, materials, equipment, supplies, goods and services and other tangible and intangible property in the ordinary course of business;

(c)Investments in compliance with Section 6.04;

(d)leases of real or personal property in the ordinary course of business and in accordance with the applicable Security Documents;

(e)the Transactions as contemplated by the Transaction Documents;

(f)Permitted Acquisitions;

(g)mergers and consolidations in compliance with Section 6.05; and

(h)the acquisition of assets pursuant to that certain (i) Asset Purchase Agreement dated as of September 21, 2004 among Ventiv Health, Inc., Smith Hanley Holding Corporation and the other parties thereto, (ii) Asset Purchase Agreement dated as of November 19, 2004 among HHI, L.L.C., Ventiv Health, Inc. and the other parties thereto, (iii) Asset Purchase Agreement dated as of August 5, 2005 among Pharmaceutical Resource Solutions LLC, the members of Seller listed on the signature pages thereto, Ventiv Health, Inc., and PRS Acquisition LLC, and (iv) Asset Purchase Agreement dated as of June 9, 2004 among Ventiv Health, Inc., FG Acquisition L.L.C., Franklin Group, Inc. and Lincoln Ltd., Inc.;

provided that, except with respect to leased property described in clause (d) above, the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable.

SECTION 6.08Dividends

. Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Company, except dividends by any Company to Borrower or any Guarantor that is a Wholly Owned Subsidiary of Borrower.

SECTION 6.09Transactions with Affiliates

. Enter into, directly or indirectly, any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate of any Company (other than between or among Borrower and one or more Subsidiary Guarantors), other than on terms and conditions at least as favorable to such Company as would reasonably be obtained by such Company at that time in a comparable arm’s-length transaction with a person other than an Affiliate, except that the following shall be permitted:

(a)Dividends permitted by Section 6.08;

(b)Investments permitted by Sections 6.04(e) and (f);

(c)reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements, in each case approved by the Board of Directors of Borrower;

(d)transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and otherwise not prohibited by the Loan Documents;

(e)sales of Qualified Capital Stock of Borrower not otherwise prohibited by the Loan Documents and the granting of registration and other customary rights in connection therewith;

(f)any transaction with an Affiliate where the only consideration paid by any Loan Party is Qualified Capital Stock of Borrower; and

(g)the Transactions as contemplated by the Transaction Documents.

SECTION 6.10Financial Covenants

.

(a)Maximum Total Leverage Ratio. Permit the Total Leverage Ratio, as of the end of any Test Period ending during any period set forth in the table below, or as of any other date on which the Total Leverage Ratio is to be tested hereunder, to exceed the ratio set forth opposite such period in the table below:

Test Period	Leverage Ratio
Closing Date-December 31, 2005	3.00 to 1.0
January 1, 2006-March 31, 2006	3.00 to 1.0
April 1, 2006-June 30, 2006	2.75 to 1.0
July 1, 2006-September 30, 2006	2.75 to 1.0
October 1, 2006-December 31, 2006	2.50 to 1.0
January 1, 2007-March 31, 2007	2.50 to 1.0
April 1, 2007-June 30, 2007	2.25 to 1.0
July 1, 2007-September 30, 2007	2.00 to 1.0
October 1, 2007-December 31, 2007	2.00 to 1.0
January 1, 2008-March 31, 2008	1.75 to 1.0
April 1, 2008-June 30, 2008	1.75 to 1.0
July 1, 2008-September 30, 2008	1.75 to 1.0
October 1, 2008-December 31, 2008	1.50 to 1.0
January 1, 2009 and thereafter	1.50 to 1.0

(b)[Reserved].

(c)Minimum Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio, for any Test Period ending during any period set forth in the table below, to be less than the ratio set forth opposite such period in the table below:

Test Period	Interest Coverage Ratio
Closing Date-December 31, 2005	5.00 to 1.0
January 1, 2006-March 31, 2006	5.00 to 1.0
April 1, 2006-June 30, 2006	5.00 to 1.0
July 1, 2006-September 30, 2006	5.00 to 1.0
October 1, 2006-December 31, 2006	5.00 to 1.0
January 1, 2007-March 31, 2007	5.00 to 1.0
April 1, 2007-June 30, 2007	5.00 to 1.0
July 1, 2007-September 30, 2007	5.00 to 1.0
October 1, 2007-December 31, 2007	5.00 to 1.0
January 1, 2008-March 31, 2008	5.00 to 1.0
April 1, 2008-June 30, 2008	5.00 to 1.0
July 1, 2008-September 30, 2008	5.00 to 1.0
October 1, 2008-December 31, 2008	5.00 to 1.0
January 1, 2009 and thereafter	5.00 to 1.0

(d)Minimum Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio, for any Test Period ending during any period in the table set forth below, to be less than the ratio set forth opposite such period in the table below:

Test Period	Fixed Charge Coverage Ratio
Closing Date-December 31, 2005	2.00 to 1.0
January 1, 2006-March 31, 2006	2.00 to 1.0
April 1, 2006-June 30, 2006	2.00 to 1.0
July 1, 2006-September 30, 2006	2.00 to 1.0
October 1, 2006-December 31, 2006	2.00 to 1.0
January 1, 2007-March 31, 2007	2.00 to 1.0
April 1, 2007-June 30, 2007	2.00 to 1.0
July 1, 2007-September 30, 2007	2.00 to 1.0
October 1, 2007-December 31, 2007	2.00 to 1.0
January 1, 2008-March 31, 2008	2.00 to 1.0
April 1, 2008-June 30, 2008	2.00 to 1.0
July 1, 2008-September 30, 2008	2.00 to 1.0
October 1, 2008-December 31, 2008	2.00 to 1.0
January 1, 2009 and thereafter	2.00 to 1.0

SECTION 6.11Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc.

Directly or indirectly:

(a)make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under any Subordinated Indebtedness, except as otherwise permitted by this Agreement;

(b)amend or modify, or permit the amendment or modification of, any provision of any Transaction Document in any manner that is adverse in any material respect to the interests of the Lenders; or

(c)terminate, amend, modify or change any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Interests (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Interests to the Collateral Agent) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such terminations, amendments, modifications or changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend its Organizational Documents to authorize any such Equity Interests.

SECTION 6.12Limitation on Certain Restrictions on Subsidiaries

. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

SECTION 6.13Limitation on Issuance of Capital Stock

.

(a)With respect to Borrower, issue any Equity Interest that is not Qualified Capital Stock.

(b)With respect to any Subsidiary of Borrower, issue any Equity Interest (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests which do not decrease the percentage ownership of Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; and (ii) Subsidiaries of Borrower formed after the Closing Date in accordance with Section 6.14 may issue Equity Interests to Borrower or the Subsidiary of Borrower which is to own such Equity Interests and to third parties; provided the Investment of the Companies in such entity is permitted under Section 6.04(i). All Equity Interests issued in accordance with this Section 6.13(b) shall, to the extent required by Sections 5.11 and 5.12 or any Security Agreement or if such Equity Interests are issued by Borrower, be delivered to the Collateral Agent for pledge pursuant to the applicable Security Agreement.

SECTION 6.14Limitation on Creation of Subsidiaries

. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) or (i) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

SECTION 6.15Business

. Engage (directly or indirectly) in any business other than those businesses in which Borrower and its Subsidiaries are engaged on the Closing Date as described in the Confidential Information Memorandum (or, in the good faith judgment of the Board of Directors, which are substantially related thereto or are reasonable extensions thereof).

SECTION 6.16[Reserved]

.

SECTION 6.17Fiscal Year

. Change its fiscal year-end to a date other than December 31.

SECTION 6.18[Reserved]

.

SECTION 6.19No Further Negative Pledge

. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of any lease governing a leasehold interest of Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (4)(d); provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

SECTION 6.20Anti-Terrorism Law; Anti-Money Laundering

.

(a)Directly or indirectly, (i) knowingly conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 3.22, (ii) knowingly deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law (and the Loan Parties shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming the Loan Parties’ compliance with this Section 6.20).

(b)Cause or permit any of the funds of such Loan Party that are used to repay the Loans to be derived from any unlawful activity with the result that the making of the Loans would be in violation of any Requirement of Law.

SECTION 6.21Embargoed Person

. Cause or permit (a) any of the funds or properties of the Loan Parties that are used to repay the Loans to constitute property of, or be beneficially owned directly or indirectly by, any person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that is identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by OFAC and/or on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or Requirement of Law promulgated thereunder, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by a Requirement of Law, or the Loans made by the Lenders would be in violation of a Requirement of Law, or (2) the Executive Order, any related enabling legislation or any other similar Executive Orders or (b) any Embargoed Person to have any direct or indirect interest, of any nature whatsoever in the Loan Parties, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by a Requirement of Law or the Loans are in violation of a Requirement of Law.

SECTION 6.22Post-Closing Matters

. Fail to perform the post-closing obligations within the specified timeframes set forth in that certain letter agreement dated the date hereof among the parties to this Agreement.

ARTICLE VII

GUARANTEE

SECTION 7.01The Guarantee

. The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or any Hedging Agreement entered into with a counterparty that is a Secured Party, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

SECTION 7.02Obligations Unconditional

. The obligations of the Guarantors under Section 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(i)at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(ii)any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(iii)the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(iv)any Lien or security interest granted to, or in favor of, Issuing Bank or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or

(v)the release of any other Guarantor pursuant to Section 7.09.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

SECTION 7.03Reinstatement

. The obligations of the Guarantors under this Article VII shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

SECTION 7.04Subrogation; Subordination

. Each Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Loan Party permitted pursuant to Section 6.01(d) shall be subordinated to such Loan Party’s Secured Obligations in the manner set forth in the Intercompany Note evidencing such Indebtedness.

SECTION 7.05Remedies

. The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.01 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.01) for purposes of Section 7.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 7.01.

SECTION 7.06Instrument for the Payment of Money

. Each Guarantor hereby acknowledges that the guarantee in this Article VII constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

SECTION 7.07Continuing Guarantee

. The guarantee in this Article VII is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

SECTION 7.08General Limitation on Guarantee Obligations

. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 7.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

SECTION 7.09Release of Guarantors

. If, in compliance with the terms and provisions of the Loan Documents, all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be released from its obligations under this Agreement (including under Section 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Security Agreements shall be released, and the Collateral Agent shall take such actions as are necessary to effect each release described in this Section 7.09 in accordance with the relevant provisions of the Security Documents.

ARTICLE VIII

EVENTS OF DEFAULT

SECTION 8.01Events of Default

. Upon the occurrence and during the continu-ance of the following events (“Events of Default”):

(a)default shall be made in the payment of any principal of any Loan or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof (including a Term Loan Repayment Date) or at a date fixed for prepayment (whether voluntary or mandatory) thereof or by acceleration thereof or otherwise;

(b)default shall be made in the payment of any interest on any Loan or any Fee or any other amount (other than an amount referred to in paragraph (a) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of three Business Days;

(c)any representation or warranty made or deemed made in or in connection with any Loan Document or the borrowings or issuances of Letters of Credit hereunder, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with or pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished;

(d)default shall be made in the due observance or performance by any Company of any covenant, condition or agreement contained in Section 5.02, 5.03(a) or 5.08 or in Article VI;

(e)default shall be made in the due observance or performance by any Company of any covenant, condition or agreement contained in any Loan Document (other than those specified in paragraphs (a), (b) or (d) immediately above) and such default shall continue unremedied or shall not be waived for a period of 30 days after written notice thereof from the Administrative Agent or any Lender to Borrower;

(f)any Company shall (i) fail to pay any principal or interest, regardless of amount, due in respect of any Indebtedness (other than the Obligations), when and as the same shall become due and payable beyond any applicable grace period, or (ii) fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Indebtedness if the effect of any failure referred to in this clause (ii) is to cause, or to permit the holder or holders of such Indebtedness or a trustee or other representative on its or their behalf (with or without the giving of notice, the lapse of time or both) to cause, such Indebtedness to become due prior to its stated maturity or become subject to a mandatory offer purchase by the obligor; provided that it shall not constitute an Event of Default pursuant to this paragraph (f) unless the aggregate amount of all such Indebtedness referred to in clauses (i) and (ii) exceeds $10.0 million at any one time (provided that, in the case of Hedging Obligations, the amount counted for this purpose shall be the amount payable by all Companies if such Hedging Obligations were terminated at such time);

(g)an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of any Company, or of a substantial part of the property of any Company, under Title 11 of the U.S. Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law; (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Company or for a substantial part of the property of any Company; or (iii) the winding-up or liquidation of any Company; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(h)any Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law; (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (g) above; (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Company or for a substantial part of the property of any Company; (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding; (v) make a general assignment for the benefit of creditors; (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due; (vii) take any action for the purpose of effecting any of the foregoing; or (viii) wind up or liquidate;

(i)one or more judgments, orders or decrees for the payment of money in an aggregate amount in excess of $10.0 million shall be rendered against any Company or any combination thereof and the same shall remain undischarged, unvacated or unbonded for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon properties of any Company to enforce any such judgment;

(j)one or more ERISA Events, or terminations, withdrawals or noncompliance with applicable law or plan terms with respect to Foreign Plans, shall have occurred that, in the opinion of the Required Lenders, when taken together with all other such ERISA Events, and similar events with respect to Foreign Plans, could reasonably be expected to result in a Material Adverse Effect or in the imposition of a Lien on any properties of a Company;

(k)any security interest and Lien purported to be created by any Security Document shall cease to be in full force and effect, or shall cease to give the Collateral Agent, for the benefit of the Secured Parties, the Liens, rights, powers and privileges purported to be created and granted under such Security Document (including a perfected first priority security interest in and Lien on all of the Collateral thereunder (except as otherwise expressly provided in such Security Document)) in favor of the Collateral Agent, or shall be asserted by Borrower or any other Loan Party not to be a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in or Lien on the Collateral covered thereby;

(l)any Loan Document or any material provisions thereof shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced by any Loan Party or any other person, or by any Governmental Authority, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or any Loan Party shall repudiate or deny any portion of its liability or obligation for the Obligations;

(m)there shall have occurred a Change in Control;

(n)the conditions set forth in the Escrow Agreement for the release of the Escrowed Funds (as defined in the Escrow Agreement) to or as directed by Borrower shall not have been satisfied on or prior to October 7, 2005; or

(o)any Company shall be prohibited or otherwise restrained from conducting the business theretofore conducted by it in any manner that has or could reasonably be expected to result in a Material Adverse Effect by virtue of any determination, ruling, decision, decree or order of any court or Governmental Authority of competent jurisdiction;

then, and in every such event (other than an event with respect to Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans and Reimbursement Obligations then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans and Reimbursement Obligations so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower and the Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans and Reimbursement Obligations then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower and the Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding.

SECTION 8.02Rescission

. If at any time after termination of the Commitments or acceleration of the maturity of the Loans, Borrower shall pay all arrears of interest and all payments on account of principal of the Loans and Reimbursement Obligations owing by it that shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified herein) and all Defaults (other than non-payment of principal of and accrued interest on the Loans due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 10.02, then upon the written consent of the Required Lenders and written notice to Borrower, the termination of the Commitments or the acceleration and their consequences may be rescinded and annulled; but such action shall not affect any subsequent Default or impair any right or remedy consequent thereon. The provisions of the preceding sentence are intended merely to bind the Lenders and the Issuing Bank to a decision that may be made at the election of the Required Lenders, and such provisions are not intended to benefit Borrower and do not give Borrower the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.

SECTION 8.03Application of Proceeds

. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows:

(a)First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(b)Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(c)Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing;

(d)Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations (including Reimbursement Obligations) and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon; and

(e)Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct.

In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (e) of this Section 8.03, the Loan Parties shall remain liable, jointly and severally, for any deficiency.

ARTICLE IX

THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

SECTION 9.01Appointment and Authority

. Each of the Lenders and the Issuing Bank hereby irrevocably appoints UBS AG, Stamford Branch, to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and authorizes such Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agents by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Bank, and neither Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

SECTION 9.02Rights as a Lender

. Each person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each person serving as an Agent hereunder in its individual capacity. Such person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if such person were not an Agent hereunder and without any duty to account therefor to the Lenders.

SECTION 9.03Exculpatory Provisions

(a). No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, no Agent:

(i)shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii)shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that such Agent shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Requirements of Law; and

(iii)shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the person serving as such Agent or any of its Affiliates in any capacity.

No Agent shall be liable for any action taken or not taken by it (x) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 10.02) or (y) in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until notice describing such Default is given to such Agent by Borrower, a Lender or the Issuing Bank.

No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term us used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

SECTION 9.04Reliance by Agent

. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 9.05Delegation of Duties

. Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

SECTION 9.06Resignation of Agent

. Each Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above provided that if the Agent shall notify Borrower and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

SECTION 9.07Non-Reliance on Agent and Other Lenders

. Each Lender and the Issuing Bank acknowledges 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 credit analysis and decision to enter into this Agreement. Each Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 9.08No Other Duties, etc

. Anything herein to the contrary notwithstanding, none of the Bookmanager, Joint Lead Arrangers, Syndication Agent or Documentation Agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, the Collateral Agent, a Lender or the Issuing Bank hereunder.

ARTICLE X

MISCELLANEOUS

SECTION 10.01Notices

.

(a)Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows:

(i)if to any Loan Party, to Borrower at:

Ventiv Health, Inc.

200 Cottontail Lane

Vantage Court North

Somerset, New Jersey 08873

Attention: Chief Executive Officer

Telecopier No.: (732) 537-5033

with a copy to:

Law Office of Kenneth G. Alberstadt

111 Broadway, 18^th Floor

New York, New York 10006

Attention: Kenneth G. Alberstadt

Telecopier No.: (212) 404-7567

(ii)if to the Administrative Agent, the Collateral Agent, Swingline Lender or Issuing Bank, to it at:

UBS AG, Stamford Branch

677 Washington Boulevard

Stamford, Connecticut 06901

Attention: Maria Pina

Telecopier No.: (203) 719-4176

Email: maria.pina@ubs.com

(iii)if to a Lender, to it at its address (or telecopier number) set forth in its Administrative Questionnaire; and

(iv)if to the Swingline Lender, to it at:

UBS Loan Finance LLC

677 Washington Boulevard

Stamford, Connecticut 06901

Attention: Maria Pina

Telecopier No.: (203) 719-4176

Email: maria.pina@ubs.com

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b)Electronic Communications. Notices and other communications to the Lenders and the Issuing Bank hereunder may (subject to Section 10.01(d)) be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Article II if such Lender or the Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Collateral Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it (including as set forth in Section 10.01(d)); provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c)Change of Address, etc. Any party hereto may change its address or telecopier number for notices and other communications hereunder by notice to the other parties hereto.

(d)Posting. Each Loan Party hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and any other Loan Document, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a conversion of an existing, Borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder (all such non-excluded communications, collectively, the “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent at or at such other e-mail address(es) provided to Borrower from time to time or in such other form, including hard copy delivery thereof, as the Administrative Agent shall require. In addition, each Loan Party agrees to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement or any other Loan Document or in such other form, including hard copy delivery thereof, as the Administrative Agent shall require. Nothing in this Section 10.01 shall prejudice the right of the Agents, any Lender or any Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document or as any such Agent shall require.

To the extent consented to by the Administrative Agent in writing from time to time, Administrative Agent agrees that receipt of the Communications by the Administrative Agent at its e-mail address(es) set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents; provided that Borrower shall also deliver to the Administrative Agent an executed original of each Compliance Certificate required to be delivered hereunder.

Each Loan Party further agrees that Administrative Agent may make the Communications available to the Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”). The Platform is provided “as is” and “as available.” The Agents do not warrant the accuracy or completeness of the Communications, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Agent in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties have any liability to the Loan Parties, any Lender or any other person for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of communications through the Internet, except to the extent the liability of such person is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such person’s gross negligence or willful misconduct.

SECTION 10.02Waivers; Amendment

.

(a)Generally. No failure or delay by any Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of each Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by this Section 10.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances.

(b)Required Consents. Subject to Sections 10.02(c), (d) and (e), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are party thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall be effective if the effect thereof would:

(i)increase the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in the Commitment of any Lender);

(ii)reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon (other than interest pursuant to Section 2.06(c)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii));

(iii)(A) change the scheduled final maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Term Loan under Section 2.09, (B) postpone the date for payment of any Reimbursement Obligation or any interest or fees payable hereunder, (C) change the amount of, waive or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.06(c)), or (D) postpone the scheduled date of expiration of any Commitment or any Letter of Credit beyond the Revolving Maturity Date, in any case, without the written consent of each Lender directly affected thereby;

(iv)increase the maximum duration of Interest Periods hereunder, without the written consent of each Lender directly affected thereby;

(v)permit the assignment or delegation by Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender;

(vi)release Borrower, inChord Communications, Inc. or all or substantially all of the Subsidiary Guarantors from their Guarantee (except as expressly provided in Article VII), or limit their liability in respect of such Guarantee, without the written consent of each Lender;

(vii)release all or a substantial portion of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents, in each case without the written consent of each Lender (it being understood that additional Classes of Loans pursuant to Section 2.19 or consented to by the Required Lenders may be equally and ratably secured by the Collateral with the then existing Secured Obligations under the Security Documents);

(viii)change Section 2.14(b), (c) or (d) in a manner that would alter the pro rata sharing of payments or setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders of Loan disbursements, including the requirements of Sections 2.02(a), 2.17(d) and 2.18(d), without the written consent of each Lender directly affected thereby;

(ix)change any provision of this Section 10.02(b) or Section 10.02(c) or (d), without the written consent of each Lender directly affected thereby (except for additional restrictions on amendments or waivers for the benefit of Lenders of additional Classes of Loans pursuant to Section 2.19 or consented to by the Required Lenders);

(x)change the percentage set forth in the definition of “Required Lenders,”“Required Class Lenders,”“Required Revolving Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be), other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;

(xi)change the application of prepayments as among or between Classes under Section 2.10(h), without the written consent of the Required Class Lenders of each Class that is being allocated a lesser prepayment as a result thereof (it being understood that the Required Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment that is still required to be made is not changed and, if additional Classes of Term Loans under this Agreement pursuant to Section 2.19 or consented to by the Required Lenders are made, such new Term Loans may be included on a pro rata basis in the various prepayments required pursuant to Section 2.10(h));

(xii)[Reserved];

(xiii)change or waive any provision of Article X as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent;

(xiv)change or waive any obligation of the Lenders relating to the issuance of or purchase of participations in Letters of Credit, without the written consent of the Administrative Agent and the Issuing Bank;

(xv)change or waive any provision hereof relating to Swingline Loans (including the definition of “Swingline Commitment”), without the written consent of the Swingline Lender; or

(xvi)expressly change or waive any condition precedent in Section 4.02 to any Revolving Borrowing without the written consent of the Required Revolving Lenders;

provided, further, that any waiver, amendment or modification prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Bookmanager) may not be effected without the written consent of the Bookmanager.

(c)Collateral. Without the consent of any other person, the applicable Loan Party or Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable Requirements of Law.

(d)Dissenting Lenders. If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 10.02(b), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Borrower shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more persons pursuant to Section 2.16 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination.

(e)Refinanced Term Loans. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Tranche B Loans (“Refinanced Term Loans”) with a replacement “B” term loan tranche hereunder which shall constitute Tranche B Loans hereunder (“Replacement Term Loans”); provided that (a) the aggregate principal amount of Replacement Term Loans shall not exceed the aggregate principal amount of Refinanced Term Loans, (b) the Applicable Margin for Replacement Term Loans shall not be higher than the Applicable Margin for Refinanced Term Loans, (c) the weighted average life to maturity of Replacement Term Loans shall not be shorter than the weighted average life to maturity of Refinanced Term Loans at the time of such refinancing and (d) all other terms applicable to Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing Replacement Term Loans than, those applicable to Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the Final Maturity Date in effect immediately prior to such refinancing.

SECTION 10.03Expenses; Indemnity; Damage Waiver

.

(a)Costs and Expenses. Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their respective Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and/or the Collateral Agent) in connection with the syndication of the credit facilities provided for herein (including the obtaining and maintaining of CUSIP numbers for the Loans), the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including in connection with post-closing searches to confirm that security filings and recordations have been properly made, (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.03, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit and (iv) all documentary and similar taxes and charges in respect of the Loan Documents.

(b)Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof) each Lender and the Issuing Bank, and each Related Party of any of the foregoing persons (each such person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release or threatened Release of Hazardous Materials on, at, under or from any property owned, leased or operated by any Company at any time, or any Environmental Claim related in any way to any Company, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c)Reimbursement by Lenders. To the extent that Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent, the Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), the Issuing Bank, the Swingline Lender or such Related Party, as the case may be, such Lender’s prorata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), the Swingline Lender or the Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), the Swingline Lender or Issuing Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.14. For purposes hereof, a Lender’s “prorata share” shall be determined based upon its share of the sum of the total Revolving Exposure, outstanding Term Loans and unused Commitments at the time.

(d)Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Requirements of Law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e)Payments. All amounts due under this Section shall be payable not later than 3 Business Days after demand therefor.

SECTION 10.04Successors and Assigns.

(a)Successors and Assigns Generally. 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, except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Lender, the Swingline Lender and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of paragraph (b) of this Section 10.04, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 10.04 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by Borrower or any Lender shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the other Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that

(i)except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arranger or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the 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 or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5.0 million, in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, or $1.0 million, in the case of any assignment in respect of Term Loans and/or Term Loan Commitments, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed);

(ii)each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; and

(iii)(A) 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, provided, that no such processing and recordation fee shall be required to be paid in connection with any assignment by a Lender to an Approved Fund of such Lender, and (B) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement 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 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph 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 (d) of this Section 10.04.

(c)Register. The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices in Stamford, Connecticut 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 amounts of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrower, the Administrative Agent, the Issuing Bank 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. The Register shall be available for inspection by Borrower, the Issuing Bank, the Collateral Agent, the Swingline Lender and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice.

(d)Participations. Any Lender may at any time, without the consent of, or notice to, Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender sell participations to any person (other than a natural person or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or 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) Borrower, the Administrative Agent and the Lenders and Issuing Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i), (ii) or (iii) of the first proviso to Section 10.02(b) that affects such Participant. Subject to the foregoing provisions of this paragraph (d) and to paragraph (e) of this Section, Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.15 (subject to the requirements of those Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. Subject to the foregoing provisions of this paragraph (d), to the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.14 as though it were a Lender.

(e)Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 and 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Borrower’s prior written consent (which shall not be unreasonably withheld or delayed).

(f)Certain Pledges. 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; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of Borrower or the Administrative Agent, collaterally assign or pledge all or any portion of its rights under this Agreement, including the Loans and Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities.

SECTION 10.05Survival of Agreement

. All covenants, agreements, representa-tions and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agents, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.12, 2.14, 2.15 and Article X (other than Section 10.12) shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the payment of the Reimbursement Obligations, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION 10.06Counterparts; Integration; Effectiveness; Electronic Execution

.

(a)Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

(b)Electronic Execution of Assignments. The words “execution,”“signed,”“signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Requirement of Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 10.07Severability

. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 10.08Right of Setoff

. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of Borrower or any other Loan Party against any and all of the obligations of Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the Issuing Bank, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 10.09Governing Law; Jurisdiction; Consent to Service of Process

.

(a)Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

(b)Submission to Jurisdiction. Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c)Waiver of Venue. Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Requirements of Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 10.09(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Requirements of Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)Service of Process. Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner provided for notices (other than telecopier) in Section 10.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by applicable Requirements of Law.

SECTION 10.10Waiver of Jury Trial

. Each Loan Party hereby waives, to the fullest extent permitted by applicable Requirements of Law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement, any other Loan Document or the transactions contemplated hereby (whether based on contract, tort or any other theory). Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section.

SECTION 10.11Headings

. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 10.12Treatment of Certain Information; Confidentiality

. Each of the Administrative Agent, the Lenders and the Issuing Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Requirements of Law or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 10.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and its obligations or (iii) any rating agency for the purpose of obtaining a credit rating applicable to any Lender, (g) with the consent of Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than Borrower. For purposes of this Section, “Information” means all information received from Borrower or any of its Subsidiaries relating to Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Bank on a nonconfidential basis prior to disclosure by Borrower or any of its Subsidiaries; provided that, in the case of information received from Borrower or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person would accord to its own confidential information.

SECTION 10.13USA PATRIOT Act Notice

. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies 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 “Act”), it is required to obtain, verify and record information that identifies Borrower, which information includes the name, address and tax identification number of Borrower and other information regarding Borrower that will allow such Lender or the Administrative Agent, as applicable, to identify Borrower in accordance with the Act. This notice is given in accordance with the requirements of the Act and is effective as to the Lenders and the Administrative Agent.

SECTION 10.14Interest Rate Limitation

. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable Requirements of Law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable Requirements of Law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 10.15Lender Addendum

. Each Lender to become a party to this Agreement on the date hereof shall do so by delivering to the Administrative Agent a Lender Addendum duly executed by such Lender, Borrower and the Administrative Agent.

SECTION 10.16Obligations Absolute

. To the fullest extent permitted by applicable Requirements of Law, all obligations of the Loan Parties hereunder shall be absolute and unconditional irrespective of:

(a)any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Loan Party;

(b)any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto against any Loan Party;

(c)any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating thereto;

(d)any exchange, release or non-perfection of any other Collateral, or any release or

amendment or waiver of or consent to any departure from any guarantee, for all or any of the Obligations;

(e)any exercise or non-exercise, or any waiver of any right, remedy, power or privilege under or in respect hereof or any Loan Document; or

(f)any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Loan Parties.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

VENTIV HEALTH, INC.

By:/s/ John Emery

Name: John Emery

Title: Chief Financial Officer and Secretary

HEALTH PRODUCTS RESEARCH, INC.

By:/s/ John Emery

Name:John Emery

Title:Vice President and Secretary

SMITH HANLEY HOLDING CORPORATION

By:/s/ John Emery

Name:John Emery

Title:Vice President and Secretary

PROMOTECH RESEARCH ASSOCIATES, INC.

By:/s/ John Emery

Name:John Emery

Title:Vice President and Secretary

VENTIV COMMERCIAL SERVICES, LLC

By:/s/ John Emery

Name:John Emery

Title:Chief Financial Officer, Vice President and Secretary

FRANKLIN PHARMA SERVICES, LLC

By:/s/ John Emery

Name:John Emery

Title:Vice President and Secretary

SMITH HANLEY CONSULTING GROUP LLC

By:/s/ John Emery

Name:John Emery

Title:Vice President and Secretary

MEDFOCUS LLC

By:/s/ John Emery

Name:John Emery

Title:Vice President and Secretary

SMITH HANLEY ASSOCIATES LLC

By:/s/ John Emery

Name:John Emery

Title:Vice President and Secretary

HHI CLINICAL & STATISTICAL RESEARCH SERVICES, L.L.C.

By:/s/ John Emery

Name:John Emery

Title:Vice President and Secretary

PHARMACEUTICAL RESOURCE SOLUTIONS LLC

By:/s/ John Emery

Name:John Emery

Title:Vice President and Secretary

INCHORD HOLDING CORPORATION

By:/s/ John Emery

Name:John Emery

Title:Vice President and Secretary

VENTIV CLINICAL SOLUTIONS LLC

By:/s/ John Emery

Name:John Emery

Title:Vice President and Secretary

ANOVA CLINICAL RESOURCES LLC

By:/s/ John Emery

Name:John Emery

Title:Vice President and Secretary

SCIENTIFIC EXCHANGE, INC.

By:/s/ John Emery

Name:John Emery

Title:Vice President and Secretary

VENTIV HEALTH, LLC

By:/s/ John Emery

Name:John Emery

Title:Vice President and Secretary

VENTIV HEALTH (GEORGIA), INC.

By:/s/ John Emery

Name:John Emery

Title:Vice President and Secretary

MMD, INC.

By:/s/ John Emery

Name:John Emery

Title:Vice President and Secretary

BLUE DIESEL, LLC

By:/s/ William F. O’Donnell

Name: William F. O’Donnell

Title: Vice President

CADENT MEDICAL COMMUNICATIONS, LLC

By:/s/ William F. O’Donnell

Name: William F. O’Donnell

Title: Vice President

CREATIVE HEALTHCARE SOLUTIONS, LLC

By:/s/ William F. O’Donnell

Name: William F. O’Donnell

Title: Vice President

GERBIG, SNELL/WEISHEIMER ADVERTISING, LLC

By:/s/ William F. O’Donnell

Name: William F. O’Donnell

Title: Vice President

INCHORD COMMUNICATIONS, INC.

By:/s/ William F. O’Donnell

Name: William F. O’Donnell

Title: Chief Financial Officer

INCHORD GLOBAL, LLC

By:/s/ William F. O’Donnell

Name: William F. O’Donnell

Title: Vice President

NAVICOR GROUP, LLC

By:/s/ William F. O’Donnell

Name: William F. O’Donnell

Title: Vice President

STONEFLY COMMUNICATIONS GROUP, LLC

By:/s/ William F. O’Donnell

Name: William F. O’Donnell

Title: Vice President

Y BRAND OUTLOOK, LLC

By:/s/ William F. O’Donnell

Name: William F. O’Donnell

Title: Vice President

INCHORD CHS HOLDINGS, INC.

By:/s/ William F. O’Donnell

Name: William F. O’Donnell

Title: Vice President

S-

UBS SECURITIES LLC, as Sole Bookmanager and Joint Lead Arranger

By:/s/ Shaw Kassab

Name: Shaw Kassab

Title: Director

By:/s/ Warren Jervey

Name: Warren Jervey

Title: Director and Counsel, Region Americas Legal

UBS AG, STAMFORD BRANCH, as Issuing Bank, Administrative Agent and Collateral Agent

By:/s/ Wilfred V. Saint

Name: Wilfred V. Saint

Title: Director, Banking Products Services US

By:/s/ Jocelin Fernandes

Name: Jocelin Fernandes

Title: Associate Director, Banking Products Services US

UBS AG, LOAN FINANCE LLC, as Swingline Lender

By:/s/ Wilfred V. Saint

Name: Wilfred V. Saint

Title: Director, Banking Products Services US

By:/s/ Jocelin Fernandes

Name: Jocelin Fernandes

Title: Associate Director, Banking Products Services US

S-

KEYBANK N.A., as Documentation Agent

By:/s/ Miguel J. Medida

Name: Miguel J. Medida

Title: VP & Sr. Relationship Manager

S-

BANC OF AMERICA SECURITIES LLC, as Joint Lead Arranger

By:

Name:

Title:

By:

Name:

Title:

BANK OF AMERICA, N.A., as Syndication Agent

By:

Name:

Title:

By:

Name:

Title:

S-

Annex I

Amortization Table

Date	Tranche B Loan Amount
December 31, 2005	$437,500
March 31, 2006	$437,500
June 30, 2006	$437,500
September 30, 2006	$437,500
December 31, 2006	$437,500
March 31, 2007	$437,500
June 30, 2007	$437,500
September 30, 2007	$437,500
December 31, 2007	$437,500
March 31, 2008	$437,500
June 30, 2008	$437,500
September 30, 2008	$437,500
December 31, 2008	$437,500
March 31, 2009	$437,500
June 30, 2009	$437,500
September 30, 2009	$437,500
December 31, 2009	$437,500
March 31, 2010	$437,500
June 30, 2010	$437,500
September 30, 2010	$437,500
December 31, 2010	$41,562,500
March 31, 2011	$41,562,500
June 30, 2011	$41,562,500
Tranche B Maturity Date	$41,562,500

EX-99.1

Investors/Corporate: John Emery, CFO Ventiv Health, Inc. 732-537-4804 investor@ventiv.com   Media: Kellie Walsh / Felicia Vonella Lazar Partners Ltd. 212-867-1762 kwalsh@lazarpartners.com / fvonella@lazarpartners.com

Ventiv Health Completes Acquisition of inChord Communications

Blane Walter and Terry Herring join Ventiv Board of Directors

SOMERSET, N.J., October 6, 2005 - Ventiv Health, Inc. (NASDAQ: VTIV) today announced the completion of its acquisition of inChord Communications, Inc., the world’s largest independently-owned global healthcare marketing and communications company.

Ventiv announced on September 7, 2005 that it would acquire inChord for $185 million in cash and stock, plus closing adjustments and earn-out payments for exceeding specified financial targets. In conjunction with the closing inChord becomes a wholly owned subsidiary of Ventiv Health, and will continue to operate under the inChord Communications brand.

Effective today, Blane Walter, CEO of inChord, and Terrell Herring, President and COO of Ventiv Commercial Services, have also joined Ventiv’s Board of Directors, increasing the size of the Board to nine Directors.

Eran Broshy, CEO of Ventiv stated, “We are excited to welcome Blane and the whole inChord team into the Ventiv family. This combination further establishes Ventiv as a powerful market leader in pharmaceutical commercialization services and effectively positions us to develop unique solutions for our clients’ business challenges. I am also delighted to welcome both Blane and Terry to Ventiv’s Board of Directors. Their industry perspective and managerial expertise are invaluable and will play a key role as we continue to build Ventiv.”

2

About Ventiv Health

Ventiv Health, Inc. (NASDAQ: VTIV) is the leading provider of commercialization services to the global pharmaceutical and lifesciences industries. Ventiv delivers its customized clinical, sales, marketing and communications services through its three core business segments: Commercial Services, Clinical Services and Communications Services. Ventiv's 4,600 employees support over 150 client organizations, including 18 of the Top 20 global pharmaceutical companies as well as emerging and specialty biotech leaders. For more information on Ventiv Health, Inc. visit www.ventiv.com.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks that may cause Ventiv Health's performance to differ materially. Such risks include, without limitation: changes in trends in the pharmaceutical industry or in pharmaceutical outsourcing; our ability to compete successfully with other services in the market; our ability to maintain large client contracts or to enter into new contracts; uncertainties related to future incentive payments; and, our ability to operate successfully in new lines of business. Readers of this press release are referred to documents filed from time to time by Ventiv Health Inc. with the Securities and Exchange Commission for further discussion of these and other factors.

###